EX-10.1 CREDIT AGREEMENT






Exhibit
10.1



EXECUTION
VERSION




$800,000,000




CREDIT AGREEMENT

dated as of July 6, 2007,




among




NOVELIS INC.,

as Canadian Borrower,




NOVELIS CORPORATION

as U.S. Borrower,




THE OTHER U.S. SUBSIDIARIES OF CANADIAN BORROWER

PARTY HERETO AS U.S. BORROWERS,




NOVELIS UK LTD,

as U.K. Borrower,




NOVELIS AG,

as Swiss Borrower,




AV ALUMINUM INC.,

as Parent Guarantor,




THE OTHER GUARANTORS PARTY HERETO,




THE LENDERS PARTY HERETO




ABN AMRO BANK N.V., 

as U.S./European Issuing Bank, U.S. Swingline Lender and Administrative Agent,




LASALLE BUSINESS CREDIT, LLC, 

as Collateral Agent and Funding Agent,




UBS SECURITIES LLC,

as Syndication Agent,




BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and

CIT BUSINESS CREDIT CANADA INC.,

as Documentation Agents,




ABN AMRO BANK N.V.,

acting through its Canadian branch,

as Canadian Issuing Bank, Canadian Funding Agent and Canadian Administrative Agent,




and




ABN AMRO INCORPORATED

UBS SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookmanagers




 



 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 
	 	 	 	 	 	 	 	 
	ARTICLE I. DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 1.01
	 	Defined Terms
	 	 	2	 
	 

	 	SECTION 1.02
	 	Classification of Loans and Borrowings
	 	 	77	 
	 

	 	SECTION 1.03
	 	Terms Generally; Alternate Currency Transaction
	 	 	77	 
	 

	 	SECTION 1.04
	 	Accounting Terms; GAAP
	 	 	78	 
	 

	 	SECTION 1.05
	 	Resolution of Drafting Ambiguities
	 	 	79	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II. THE CREDITS	 	 	79	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 2.01
	 	Commitments
	 	 	79	 
	 

	 	SECTION 2.02
	 	Loans	 	 	81	 
	 

	 	SECTION 2.03
	 	Borrowing Procedure
	 	 	83	 
	 

	 	SECTION 2.04
	 	Evidence of Debt	 	 	85	 
	 

	 	SECTION 2.05
	 	Fees
	 	 	86	 
	 

	 	SECTION 2.06
	 	Interest on Loans
	 	 	87	 
	 

	 	SECTION 2.07
	 	Termination and Reduction of Commitments
	 	 	90	 
	 

	 	SECTION 2.08
	 	Interest Elections
	 	 	90	 
	 

	 	SECTION 2.09
	 	Special Provisions Applicable to Lenders Upon the Occurrence of a Conversion Event
	 	 	92	 
	 

	 	SECTION 2.10
	 	Optional and Mandatory Prepayments of Loans
	 	 	93	 
	 

	 	SECTION 2.11
	 	Alternate Rate of Interest
	 	 	98	 
	 

	 	SECTION 2.12
	 	Yield Protection; Change in Law Generally
	 	 	99	 
	 

	 	SECTION 2.13
	 	Breakage Payments
	 	 	101	 
	 

	 	SECTION 2.14
	 	Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	 	 	102	 
	 

	 	SECTION 2.15
	 	Taxes
	 	 	104	 
	 

	 	SECTION 2.16
	 	Mitigation Obligations; Replacement of Lenders
	 	 	109	 
	 

	 	SECTION 2.17
	 	Swingline Loans
	 	 	111	 
	 

	 	SECTION 2.18
	 	Letters of Credit
	 	 	114	 
	 

	 	SECTION 2.19
	 	Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest
	 	 	123	 
	 

	 	SECTION 2.20
	 	Canadian Lenders
	 	 	124	 
	 

	 	SECTION 2.21
	 	Lenders to Swiss Borrower
	 	 	125	 
	 

	 	SECTION 2.22
	 	Blocked Loan Parties
	 	 	125	 
	 

	 	SECTION 2.23
	 	Increase in Commitments
	 	 	126	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES	 	 	128	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 3.01
	 	Organization; Powers
	 	 	128	 
	 

	 	SECTION 3.02
	 	Authorization; Enforceability
	 	 	128	 
	 

	 	SECTION 3.03
	 	No Conflicts
	 	 	128	 
	 

	 	SECTION 3.04
	 	Financial Statements; Projections
	 	 	128	 
	 

	 	SECTION 3.05
	 	Properties
	 	 	129	 





 



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	 	 	 	 	 	 	Page
	 

	 	SECTION 3.06
	 	Intellectual Property
	 	 	130	 
	 

	 	SECTION 3.07
	 	Equity Interests and Subsidiaries
	 	 	131	 
	 

	 	SECTION 3.08
	 	Litigation; Compliance with Laws
	 	 	132	 
	 

	 	SECTION 3.09
	 	Agreements
	 	 	132	 
	 

	 	SECTION 3.10
	 	Federal Reserve Regulations
	 	 	132	 
	 

	 	SECTION 3.11
	 	Investment Company Act
	 	 	132	 
	 

	 	SECTION 3.12
	 	Use of Proceeds
	 	 	132	 
	 

	 	SECTION 3.13
	 	Taxes
	 	 	132	 
	 

	 	SECTION 3.14
	 	No Material Misstatements
	 	 	133	 
	 

	 	SECTION 3.15
	 	Labor Matters
	 	 	133	 
	 

	 	SECTION 3.16
	 	Solvency
	 	 	133	 
	 

	 	SECTION 3.17
	 	Employee Benefit Plans
	 	 	134	 
	 

	 	SECTION 3.18
	 	Environmental Matters
	 	 	135	 
	 

	 	SECTION 3.19
	 	Insurance
	 	 	136	 
	 

	 	SECTION 3.20
	 	Security Documents
	 	 	136	 
	 

	 	SECTION 3.21
	 	Acquisition Documents; Material Indebtedness Documents;
Representations and Warranties in Acquisition Agreement
	 	 	139	 
	 

	 	SECTION 3.22
	 	Anti-Terrorism Law
	 	 	140	 
	 

	 	SECTION 3.23
	 	Ten Non-Bank Regulations and Twenty Non-Bank Regulations
	 	 	141	 
	 

	 	SECTION 3.24
	 	Location of Material Inventory and Equipment
	 	 	141	 
	 

	 	SECTION 3.25
	 	Accuracy of Borrowing Base
	 	 	141	 
	 

	 	SECTION 3.26
	 	Senior Notes; Material Indebtedness
	 	 	141	 
	 

	 	SECTION 3.27
	 	Centre of Main Interests and Establishments
	 	 	142	 
	 

	 	SECTION 3.28
	 	Holding and Dormant Companies
	 	 	142	 
	 

	 	SECTION 3.29
	 	Hindalco Acquisition
	 	 	142	 
	 

	 	SECTION 3.30
	 	Excluded Collateral Subsidiaries
	 	 	142	 
	 

	 	SECTION 3.31
	 	Immaterial Subsidiaries
	 	 	142	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV. CONDITIONS TO CREDIT EXTENSIONS	 	 	142	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 4.01
	 	Conditions to Initial Credit Extension
	 	 	142
	 
	 

	 	SECTION 4.02
	 	Conditions to All Credit Extensions
	 	 	150	 
	 

	 	SECTION 4.03
	 	Certain Collateral Matters
	 	 	151	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V. AFFIRMATIVE COVENANTS	 	 	152	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 5.01
	 	Financial Statements, Reports, etc.
	 	 	152	 
	 

	 	SECTION 5.02
	 	Litigation and Other Notices
	 	 	155	 
	 

	 	SECTION 5.03
	 	Existence; Businesses and Properties
	 	 	156	 
	 

	 	SECTION 5.04
	 	Insurance
	 	 	157	 
	 

	 	SECTION 5.05
	 	Payment of Taxes
	 	 	158	 
	 

	 	SECTION 5.06
	 	Employee Benefits
	 	 	158	 
	 

	 	SECTION 5.07
	 	Maintaining Records; Access to Properties and Inspections;
Annual Meetings
	 	 	159	 
	 

	 	SECTION 5.08
	 	Use of Proceeds
	 	 	160	 
	 

	 	SECTION 5.09
	 	Compliance with Environmental Laws; Environmental Reports
	 	 	160	 
	 

	 	SECTION 5.10
	 	Interest Rate Protection
	 	 	160	 





 




ii









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 

	 	SECTION 5.11
	 	Additional Collateral; Additional Guarantors
	 	 	160	 
	 

	 	SECTION 5.12
	 	Security Interests; Further Assurances
	 	 	162	 
	 

	 	SECTION 5.13
	 	Information Regarding Collateral
	 	 	163	 
	 

	 	SECTION 5.14
	 	Affirmative Covenants with Respect to Leases
	 	 	164	 
	 

	 	SECTION 5.15
	 	Secured Obligations
	 	 	164	 
	 

	 	SECTION 5.16
	 	Post-Closing Covenants
	 	 	164	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI. NEGATIVE COVENANTS	 	 	164	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 6.01
	 	Indebtedness
	 	 	164	 
	 

	 	SECTION 6.02
	 	Liens
	 	 	167	 
	 

	 	SECTION 6.03
	 	Sale and Leaseback Transactions
	 	 	170	 
	 

	 	SECTION 6.04
	 	Investments, Loan and Advances
	 	 	170	 
	 

	 	SECTION 6.05
	 	Mergers, Amalgamations and Consolidations
	 	 	173	 
	 

	 	SECTION 6.06
	 	Asset Sales
	 	 	175	 
	 

	 	SECTION 6.07
	 	European Cash Pooling Arrangements.
	 	 	177	 
	 

	 	SECTION 6.08
	 	Dividends
	 	 	177	 
	 

	 	SECTION 6.09
	 	Transactions with Affiliates
	 	 	178	 
	 

	 	SECTION 6.10
	 	Minimum Consolidated Fixed Charge Coverage Ratio
	 	 	179	 
	 

	 	SECTION 6.11
	 	Prepayments of Other Indebtedness; Modifications of Organizational
Documents and Other Documents, etc.
	 	 	179	 
	 

	 	SECTION 6.12
	 	Limitation on Certain Restrictions on Subsidiaries
	 	 	182	 
	 

	 	SECTION 6.13
	 	Limitation on Issuance of Capital Stock
	 	 	183	 
	 

	 	SECTION 6.14
	 	Limitation on Creation of Subsidiaries
	 	 	183	 
	 

	 	SECTION 6.15
	 	Business
	 	 	183	 
	 

	 	SECTION 6.16
	 	Limitation on Accounting Changes
	 	 	184	 
	 

	 	SECTION 6.17
	 	Fiscal Year
	 	 	184	 
	 

	 	SECTION 6.18
	 	Lease Obligations
	 	 	184	 
	 

	 	SECTION 6.19
	 	No Further Negative Pledge
	 	 	184	 
	 

	 	SECTION 6.20
	 	Anti-Terrorism Law; Anti-Money Laundering
	 	 	185	 
	 

	 	SECTION 6.21
	 	Embargoed Persons
	 	 	185	 
	 

	 	SECTION 6.22
	 	Tax Shelter Reporting
	 	 	185	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII. GUARANTEE	 	 	185	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 7.01
	 	The Guarantee
	 	 	186	 
	 

	 	SECTION 7.02
	 	Obligations Unconditional
	 	 	186	 
	 

	 	SECTION 7.03
	 	Reinstatement
	 	 	187	 
	 

	 	SECTION 7.04
	 	Subrogation; Subordination
	 	 	188	 
	 

	 	SECTION 7.05
	 	Remedies
	 	 	188	 
	 

	 	SECTION 7.06
	 	Instrument for the Payment of Money
	 	 	188	 
	 

	 	SECTION 7.07
	 	Continuing Guarantee
	 	 	188	 
	 

	 	SECTION 7.08
	 	General Limitation on Guarantee Obligations
	 	 	188	 
	 

	 	SECTION 7.09
	 	Release of Guarantors
	 	 	189	 
	 

	 	SECTION 7.10
	 	Certain Tax Matters
	 	 	189	 
	 

	 	SECTION 7.11
	 	German Guarantor
	 	 	190	 
	 

	 	SECTION 7.12
	 	Swiss Guarantors
	 	 	192	 






 



iii









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 

	 	SECTION 7.13
	 	Irish Guarantor
	 	 	193	 
	 

	 	SECTION 7.14
	 	Brazilian Guarantor
	 	 	193	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII. EVENTS OF DEFAULT	 	 	193	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 8.01
	 	Events of Default
	 	 	193	 
	 

	 	SECTION 8.02
	 	Rescission
	 	 	196	 
	 

	 	SECTION 8.03
	 	Application of Proceeds
	 	 	197	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX. COLLATERAL ACCOUNT; COLLATERAL MONITORING; APPLICATION OF COLLATERAL PROCEEDS	 	 	198	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 9.01
	 	Accounts; Cash Management
	 	 	198	 
	 

	 	SECTION 9.02
	 	Inventory
	 	 	201	 
	 

	 	SECTION 9.03
	 	Borrowing Base-Related Reports
	 	 	202	 
	 

	 	SECTION 9.04
	 	Rescission of Activation Notice
	 	 	203	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X. THE FUNDING AGENT AND THE COLLATERAL AGENT	 	 	203	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 10.01
	 	Appointment and Authority
	 	 	203	 
	 

	 	SECTION 10.02
	 	Rights as a Lender
	 	 	203	 
	 

	 	SECTION 10.03
	 	Exculpatory Provisions	 	 	203	 
	 

	 	SECTION 10.04
	 	Reliance by Agent
	 	 	204	 
	 

	 	SECTION 10.05
	 	Delegation of Duties
	 	 	205	 
	 

	 	SECTION 10.06
	 	Resignation of Agent
	 	 	205	 
	 

	 	SECTION 10.07
	 	Non-Reliance on Agent and Other Lenders
	 	 	206	 
	 

	 	SECTION 10.08
	 	No Other Duties, etc
	 	 	206	 
	 

	 	SECTION 10.09
	 	Indemnification
	 	 	206	 
	 

	 	SECTION 10.10
	 	Overadvances
	 	 	207	 
	 

	 	SECTION 10.11
	 	Concerning the Collateral and the Related Loan Documents
	 	 	207	 
	 

	 	SECTION 10.12
	 	Release
	 	 	208	 
	 

	 	SECTION 10.13
	 	Acknowledgment of Security Trust Deed
	 	 	208	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XI. MISCELLANEOUS	 	 	208	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 11.01
	 	Notices
	 	 	208	 
	 

	 	SECTION 11.02
	 	Waivers; Amendment
	 	 	213	 
	 

	 	SECTION 11.03
	 	Expenses; Indemnity; Damage Waiver
	 	 	216	 
	 

	 	SECTION 11.04
	 	Successors and Assigns
	 	 	219	 
	 

	 	SECTION 11.05
	 	Survival of Agreement
	 	 	223	 
	 

	 	SECTION 11.06
	 	Counterparts; Integration; Effectiveness
	 	 	224	 
	 

	 	SECTION 11.07
	 	Severability
	 	 	224	 
	 

	 	SECTION 11.08
	 	Right of Setoff
	 	 	224	 
	 

	 	SECTION 11.09
	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	224	 
	 

	 	SECTION 11.10
	 	Waiver of Jury Trial
	 	 	225	 
	 

	 	SECTION 11.11
	 	Headings
	 	 	226	 
	 

	 	SECTION 11.12
	 	Treatment of Certain Information; Confidentiality
	 	 	226	 
	 

	 	SECTION 11.13
	 	USA PATRIOT Act Notice
	 	 	226	 





 



iv









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 

	 	SECTION 11.14
	 	Interest Rate Limitation
	 	 	227	 
	 

	 	SECTION 11.15
	 	Lender Addendum
	 	 	227	 
	 

	 	SECTION 11.16
	 	Obligations Absolute
	 	 	227	 
	 

	 	SECTION 11.17
	 	Intercreditor Agreement
	 	 	228	 
	 

	 	SECTION 11.18
	 	Judgment Currency
	 	 	228	 
	 

	 	SECTION 11.19
	 	Euro
	 	 	228	 
	 

	 	SECTION 11.20
	 	Special Provisions Relating to Currencies Other Than Dollars and
Canadian Dollars
	 	 	229	 
	 

	 	SECTION 11.21
	 	Abstract Acknowledgment of Indebtedness and Joint Creditorship
	 	 	229	 
	 

	 	SECTION 11.22
	 	Special Appointment of Collateral Agent for German Security
	 	 	230	 
	 

	 	SECTION 11.23
	 	Special Appointment of Funding Agent in Relation to South Korea
	 	 	231	 
	 

	 	SECTION 11.24
	 	Designation of Collateral Agent under Civil Code of Quebec
	 	 	232	 
	 

	 	SECTION 11.25
	 	Maximum Liability
	 	 	232	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE XII. FOREIGN CURRENCY PARTICIPATIONS	 	 	232	 
	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 12.01
	 	U.S./European Revolving Loans; Intra-Lender Issues
	 	 	233	 
	 

	 	SECTION 12.02
	 	Settlement Procedure for Specified Foreign Currency Participations
	 	 	233	 
	 

	 	SECTION 12.03
	 	Obligations Irrevocable
	 	 	236	 
	 

	 	SECTION 12.04
	 	Recovery or Avoidance of Payments
	 	 	236	 
	 

	 	SECTION 12.05
	 	Indemnification by Lenders
	 	 	236	 
	 

	 	SECTION 12.06
	 	Specified Foreign Currency Loan Participation Fee
	 	 	237	 





 



v









 





	 	 	 
	 

	 	ANNEXES
	 
	 	 
	Annex I

	 	Applicable Margin
	Annex II

	 	Mandatory Cost Formula
	 
	 	 
	 

	 	SCHEDULES
	 
	 	 
	Schedule 1.01(a)

	 	Refinancing Indebtedness to Be Repaid
	Schedule 1.01(b)

	 	Subsidiary Guarantors
	Schedule 1.01(c)

	 	Applicable Jurisdiction Requirements
	Schedule 1.01(d)

	 	Specified Account Debtors
	Schedule 1.01(e)

	 	Excluded Collateral Subsidiaries
	Schedule 1.01(f)

	 	Immaterial Subsidiaries
	Schedule 1.01(g)

	 	Specified Holders
	Schedule 1.01(h)

	 	Participating Specified Foreign Currency Lenders
	Schedule 1.01(i)

	 	Agent’s Account
	Schedule 2.18

	 	Existing Letters of Credit
	Schedule 2.20

	 	Canadian Lenders
	Schedule 2.21

	 	Lenders to Swiss Borrower
	Schedule 3.06(c)

	 	Violations or Proceedings
	Schedule 3.17

	 	Pension Matters
	Schedule 3.19

	 	Insurance
	Schedule 3.21

	 	Acquisition Documents and Material Debt Instruments
	Schedule 3.24

	 	Location of Material Inventory
	Schedule 4.01(g)

	 	Local and Foreign Counsel
	Schedule 4.01(l)

	 	Sources and Uses
	Schedule 4.01(o)(iii)

	 	Title Insurance Amounts
	Schedule 5.11(b)

	 	Certain Subsidiaries
	Schedule 5.16

	 	Post-Closing Covenants
	Schedule 6.01(b)

	 	Existing Indebtedness
	Schedule 6.02(c)

	 	Existing Liens
	Schedule 6.04(b)

	 	Existing Investments
	Schedule 9.01(b)

	 	Cash Management
	 
	 	 
	 

	 	EXHIBITS
	 
	 	 
	Exhibit A

	 	Form of Administrative Questionnaire
	Exhibit B

	 	Form of Assignment and Assumption
	Exhibit C

	 	Form of Borrowing Request
	Exhibit D

	 	Form of Compliance Certificate
	Exhibit E

	 	Form of Interest Election Request
	Exhibit F

	 	Form of Joinder Agreement
	Exhibit G

	 	Form of Landlord Access Agreement
	Exhibit H

	 	Form of LC Request
	Exhibit I

	 	Form of Lender Addendum
	Exhibit J

	 	Form of Mortgage
	Exhibit K-1

	 	Form of U.S./European Revolving Note





 




vi









 





	 	 	 
	Exhibit K-2

	 	Form of Canadian Revolving Note
	Exhibit K-3

	 	Form of European Swingline Note
	Exhibit L-1

	 	Form of Perfection Certificate
	Exhibit L-2

	 	Form of Perfection Certificate Supplement
	Exhibit M-1

	 	Form of U.S. Security Agreement
	Exhibit M-2

	 	Form of Canadian Security Agreement
	Exhibit M-3

	 	Form of U.K. Security Agreement
	Exhibit M-4

	 	Form of Swiss Security Agreement
	Exhibit M-5

	 	Form of German Security Agreement
	Exhibit M-6

	 	Form of Irish Security Agreement
	Exhibit M-7

	 	Form of Brazilian Security Agreement
	Exhibit N

	 	Form of Opinion of Company Counsel
	Exhibit O

	 	Form of Solvency Certificate
	Exhibit P

	 	Form of Intercompany Note
	Exhibit Q

	 	Form of Receivables Purchase Agreement
	Exhibit R

	 	Form of Borrowing Base Certificate
	Exhibit S

	 	Form of Revolving Credit Facility Collateral Agent Appointment Letter






 





vii










 





CREDIT AGREEMENT




     This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC., a
corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS
CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower
signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial
U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of
England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock
corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with
the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM
INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors
(such term and each other capitalized term used but not defined herein having the meaning given to
it in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such
capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as
Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline
lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in
such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral
agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE
BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties
and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication
Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA
INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V.,
acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding
Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent
(in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES
LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).



WITNESSETH:




     WHEREAS, Holdings, Canadian Borrower, a direct Wholly Owned Subsidiary of Holdings, and
Hindalco Industries Limited (“Acquiror”) entered into that certain Arrangement Agreement, dated as
of February 10, 2007 (as amended, supplemented or otherwise modified from time to time, together
with any annexes, schedules, exhibits or other attachments thereto, the “Acquisition Agreement”),
pursuant to which Holdings agreed to acquire Canadian Borrower via a plan of arrangement under
Section 192 of the Canada Business Corporations Act (the “Hindalco Acquisition”).



     WHEREAS, the Hindalco Acquisition closed on May 15, 2007.



     WHEREAS, the Borrowers have requested the Lenders to extend credit in the form of Revolving
Loans at any time and from time to time prior to the Final Maturity Date, in an aggregate principal
amount at any time outstanding not in excess of the Dollar Equivalent of



	 	 	 	 	 
	 
	 	 
	 	 






 









 





$800 million plus any commitment increases funded pursuant to Section 2.23 hereof
(including an initial Canadian commitment of the Dollar Equivalent of $60 million).




     WHEREAS, the Borrowers have requested the U.S. Swingline Lender to make U.S. Swingline Loans,
at any time and from time to time prior to the Final Maturity Date, in an aggregate principal
amount at any time outstanding not in excess of $75 million.



     WHEREAS, the Borrowers have requested that ABN AMRO Bank, N.V. (itself, or through one of its
Affiliates that is a Swiss Qualifying Bank chosen by the Funding Agent) (the “European Swingline
Lender”) make European Swingline Loans, at any time and from time to time prior to the Final
Maturity Date, in an aggregate principal amount at any time outstanding not in excess of the Dollar
Equivalent of $25 million.



     WHEREAS, the Borrowers have requested the U.S./European Issuing Bank to issue letters of
credit, in an aggregate face amount at any time outstanding not in excess of the Dollar Equivalent
of $75 million, to support payment obligations incurred by Subsidiaries (other than Canadian
Subsidiaries) of Canadian Borrower.



     WHEREAS, the Borrowers have requested the Canadian Issuing Bank to issue letters of credit, in
an aggregate face amount at any time outstanding not in excess of the Dollar Equivalent of $20
million, to support payment obligations incurred by Canadian Borrower and its Canadian
Subsidiaries.



     WHEREAS, the proceeds of the Loans are to be used in accordance with Section 3.12.



     WHEREAS, Holdings, Canadian Borrower and Novelis Corporation shall enter into the Term Loan
Credit Agreement providing for Term Loans in the aggregate principal amount of $960 million
simultaneously herewith.



     NOW, THEREFORE, the Lenders are willing to extend such credit to the Borrowers and the Issuing
Bank is willing to issue letters of credit for the account of the Borrowers on the terms and
subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:



ARTICLE I.




DEFINITIONS



SECTION 1.01 Defined Terms. As used in this Agreement (including the preamble), the following terms shall have the
meanings specified below:




     “ABN AMRO” shall mean ABN AMRO Bank N.V.



     “ABR”, when used in reference to any Loan or Borrowing, is used when such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate
Base Rate.



     “ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.



	 	 	 	 	 
	 
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     “ABR Loan” shall mean any ABR Revolving Loan or U.S. Swingline Loan.



     “ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by
reference to the Alternate Base Rate in accordance with the provisions of ARTICLE II.



     “Account Debtor” shall mean, “Account Debtor,” as such term is defined in the UCC as in effect
on the date hereof in the State of New York.



     “Accounts” shall mean all “accounts,” as such term is defined in the UCC as in effect on the
date hereof in the State of New York, in which such Person now or hereafter has rights.



     “Acquiror” shall have the meaning assigned to such term in the recitals hereto.



     “Acquisition” shall mean any transaction or series of related transactions for the direct or
indirect (a) acquisition of all or substantially all of the property and assets or business of any
person, or of any business unit, line of business or division of any person or assets constituting
a business unit, line of business or division of any other person, (b) acquisition of in excess of
50% of the Equity Interests of any person or otherwise causing a person to become a Subsidiary of
the acquiring person, or (c) merger, consolidation or amalgamation, whereby a person becomes a
Subsidiary of the acquiring person, or any other consolidation with any person, whereby a person
becomes a Subsidiary of the acquiring person.



     “Acquisition Agreement” shall have the meaning assigned to such term in the recitals hereto.



     “Acquisition Closing Date” shall mean May 15, 2007.



     “Acquisition Consideration” shall mean the purchase consideration for any Permitted
Acquisition, whether paid in cash, properties, any assumption of Indebtedness or otherwise (other
than by the issuance of Qualified Capital Stock of Holdings permitted to be issued hereunder) and
whether payable at or prior to the consummation of such Permitted Acquisition or deferred for
payment at any future time, whether or not any such future payment is subject to the occurrence of
any contingency, and includes any and all payments representing “earn-outs” and other agreements to
make any payment the amount of which is, or the terms of payment of which are, in any respect
subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any
person or business; provided that any such future payment that is subject to a contingency
shall be considered Acquisition Consideration only to the extent of the reserve, if any, required
under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its
Subsidiaries.



     “Acquisition Documents” has the meaning assigned to such term in Section 3.21.



     “Acquisition Material Adverse Effect” shall mean any change, effect, event, occurrence, state
of facts or development which individually or in the aggregate (a) is or would reasonably be
expected to be materially adverse to the business, operations, results of operations,
affairs, liabilities or obligations (whether absolute, accrued, conditional, contingent or
otherwise), capitalization or financial condition of the Canadian Borrower and its Subsidiaries,



	 	 	 	 	 
	 
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taken as a whole; or (b) is or would reasonably be expected to impair in any material respect the
ability of the Canadian Borrower to consummate the transactions contemplated by the Acquisition
Agreement or to perform its obligations under the Acquisition Agreement on a timely basis;
provided that none of the following shall be deemed, either individually or in the
aggregate, to constitute an Acquisition Material Adverse Effect: any change, effect, event,
occurrence, state of facts or development (A) in the financial, banking, credit, securities, or
commodities markets, the economy in general or prevailing interest rates of the United States,
Canada or any other jurisdiction, where the Canadian Borrower or any of its Subsidiaries has
operations or significant revenues, (B) in any industry in which the Canadian Borrower or any of
its Subsidiaries operates, (C) in the Canadian Borrower’s stock price or trading volume
(provided that this clause (C) shall not be construed as providing that any cause or factor
affecting the Canadian Borrower’s stock price or trading volume does not constitute an Acquisition
Material Adverse Effect), (D) arising as a result of a change in U.S. GAAP or regulatory accounting
principles or interpretations thereof after the date hereof, (E) in Law (as defined in the
Acquisition Agreement as of the Acquisition Closing Date) or interpretations thereof by any
Governmental Entity (as defined in the Acquisition Agreement as of the Acquisition Closing Date),
(F) arising or resulting from the announcement of the Acquisition Agreement, the pendency of the
transactions contemplated therein and in the Plan of Arrangement (as defined in the Acquisition
Agreement as of the Acquisition Closing Date), (G) arising or resulting from any failure by the
Canadian Borrower to meet any internal or published projections, forecasts or revenue or earnings
predictions (provided that this clause (G) shall not be construed as providing that any
cause or factor giving rise to such failure does not constitute an Acquisition Material Adverse
Effect), (H) any continuation of an adverse trend or condition or the escalation of, or any
developments with respect to, any dispute referred to on Schedule 3.07 of the Canadian Borrower
Disclosure Schedule to the Acquisition Agreement on the Acquisition Closing Date, (I) arising or
resulting from any act of war or terrorism (or, in each case, escalation thereof) or declaration of
a national emergency, or (J) arising or resulting from the acts or omissions of Acquiror and/or its
Affiliates, as determined immediately prior to the Acquisition Closing Date; except in the cases of
clauses (A), (B) and (I), to the extent such change, effect, event, occurrence, state of facts or
development has or would reasonably be expected to have a disproportionate effect on the Canadian
Borrower and its Subsidiaries, taken as a whole, as compared to other persons in the industries in
which the Canadian Borrower and its Subsidiaries operate unless such disproportionate change,
effect, event, occurrence, state of facts or development arises from any metal price ceiling in any
of the Canadian Borrower’s customer contracts.




     “Activation Notice” has the meaning assigned to such term in Section 9.01(c).



     “Additional Subordinated Debt Loan” shall mean any loan, advance or other extension of credit
extended by the Acquiror or any of its Affiliates (other than any Subsidiary of
Holdings) to Holdings having the same subordination terms as the subordination terms applicable to
the Subordinated Debt Loan as in effect on the Closing Date; provided that such loan,
advance or extension of credit shall be unsecured Indebtedness of Holdings, (i) with respect to
which no Borrower or Subsidiary has any Contingent Obligation, (ii) that will not mature prior to
the 180th day following the Final Maturity Date, (iii) that has no scheduled amortization of
principal prior to the 180th day following the Final Maturity Date, (iv) that does not require any
payments in cash of interest, principal or other amounts prior to the 180th day following the



	 	 	 	 	 
	 
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Final Maturity Date, and (v) that has no mandatory prepayment, repurchase or redemption
requirements; provided, further, that at least five Business Days prior to the time
of incurrence of such Indebtedness (or such shorter period as the Funding Agent may agree), a
Responsible Officer of Holdings delivers a certificate to the Funding Agent (together with drafts
of the documentation relating thereto) stating that Holdings has determined in good faith that such
terms and conditions satisfy the foregoing requirements.




     “Adjusted EURIBOR Rate” shall mean, with respect to any EURIBOR Borrowing for any Interest
Period, an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%)
determined by the Funding Agent to be equal to the sum of (a) (i) the EURIBOR Rate for such EURIBOR
Borrowing in effect for such Interest Period divided by (ii) 1 minus the Statutory Reserves
(if any) for such EURIBOR Borrowing for such Interest Period plus, (b) without duplication
of any increase in interest rate attributable to Statutory Reserves pursuant to the foregoing
clause (ii), the Mandatory Cost (if any).



     “Adjusted LIBOR Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest
Period, an interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%)
determined by the Funding Agent to be equal to the sum of (a) (i) the LIBOR Rate for such
Eurocurrency Borrowing in effect for such Interest Period divided by (ii) 1 minus the
Statutory Reserves (if any) for such Eurocurrency Borrowing for such Interest Period plus,
(b) without duplication of any increase in interest rate attributable to Statutory Reserves
pursuant to the foregoing clause (ii), the Mandatory Cost (if any).



     “Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and
includes each other person appointed as the successor pursuant to ARTICLE X; provided that
with respect to the facility made available to the Canadian Borrower hereunder (including with
respect to Canadian Letters of Credit), references in this Agreement and the other Loan Documents
to the Administrative Agent shall be deemed a reference to the Canadian Administrative Agent.



     “Administrative Borrower” shall mean Novelis Inc., or any successor entity serving in that
role pursuant to Section 2.03(b).



     “Administrative Questionnaire” shall mean an Administrative Questionnaire in substantially the
form of Exhibit A.



     “Affiliate” shall mean, when used with respect to a specified person, another person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is
under common Control with the person specified; provided, however, that, for
purposes of Section 6.09, the term “Affiliate” shall also include (i) any person that
directly or indirectly owns more than 15% of any class of Equity Interests of the person specified
or (ii) any person that is an executive officer or director of the person specified.



     “Agents” shall mean the Administrative Agent, the Canadian Administrative Agent, the Funding
Agent, the Canadian Funding Agent and the Collateral Agent; and “Agent” shall mean any of them.



	 	 	 	 	 
	 
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     “Agent’s Account” shall have the meaning assigned to such term in Schedule 1.01(i).



     “Agreement” shall have the meaning assigned to such term in the preamble hereto.



     “Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary,
to the nearest 1/100th of 1%) equal to the greater of (a) the Base Rate in effect on such day and
(b) the Federal Funds Effective Rate in effect on such day plus 0.50%. If the Funding
Agent shall have determined (which determination shall be conclusive absent manifest error) that it
is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability of
the Funding Agent to obtain sufficient quotations in accordance with the terms of the definition
thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no longer exist. Any
change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective
Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds
Effective Rate, respectively.



     “Alternate Currency” shall mean each of euros, GBP and Canadian Dollars and, with regard only
to European Swingline Loans, Swiss francs.



     “Alternate Currency Equivalent” shall mean, as to any amount denominated in dollars as of any
date of determination, the amount of the applicable Alternate Currency that could be purchased with
such amount of dollars based upon the Spot Selling Rate.



     “Alternate Currency Letter of Credit” shall mean any Letter of Credit to the extent
denominated in an Alternate Currency.



     “Alternate Currency Revolving Loan” shall mean each Revolving Loan denominated in an Alternate
Currency.



     “Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22.



     “Applicable Administrative Borrower” shall mean the Administrative Borrower and/or the
European Administrative Borrower, as the context may require.



     “Applicable Eligible Jurisdiction” shall mean (i) in the case of Eligible Accounts or Eligible
Inventory of the U.S. Borrowers, the United States, Canada and, in the case of Eligible Accounts
only, Puerto Rico, (ii) in the case of Eligible Accounts or Eligible Inventory of the Canadian Loan
Parties, Canada and the United States, (iii) in the case of Eligible Accounts of an Eligible
European Loan Party (other than Swiss Borrower), an Applicable European Jurisdiction, the United
States and Canada, (iv) in the case of Eligible Accounts of the Swiss Borrower, Germany, the United
States, Canada or such other Applicable European Jurisdiction as the Funding Agent may approve in
its Permitted Discretion and (v) in the case of Eligible Accounts of the U.S. Borrowers or of the
Canadian Loan Parties with respect to which either (x) the Account Debtor’s senior unsecured debt
rating is at least BBB- by S&P and Baa3 by Moody’s or (y) the Account Debtor’s credit quality is acceptable to the Funding Agent, such Applicable
European Jurisdictions, as may be approved by the Funding Agent.



	 	 	 	 	 
	 
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     “Applicable European Jurisdiction” shall mean Germany, United Kingdom, France, Netherlands,
Italy, Ireland, Belgium, Spain, Sweden, Finland, Austria, Denmark, Greece, Portugal, Luxembourg,
and Switzerland or any other country that from time to time is a Participating Member State that is
approved by the Funding Agent in its Permitted Discretion as an “Applicable European Jurisdiction”.



     “Applicable Fee” shall mean, (i) for any day during the period from the Closing Date through
the first date after December 31, 2007 upon which a Borrowing Base Certificate is delivered, a rate
equal to 0.375% per annum and (ii) for any day during any fiscal quarter thereafter, if the average
daily aggregate utilized amount of the Revolving Commitments of the Lenders for the preceding
fiscal quarter was greater than or equal to 50% of the average daily aggregate amount of the
Lenders’ Revolving Commitments during such preceding fiscal quarter, a rate equal to 0.25% per
annum, and if the average daily aggregate utilized amount of the Revolving Commitments of the
Lenders during the preceding fiscal quarter was less than 50% of the average daily aggregate amount
of the Lenders’ Revolving Commitments during such fiscal quarter, a rate equal to 0.375% per annum.
Each change in the Applicable Fee shall be effective on the first day of each fiscal quarter
during the term hereof. For purposes of computing the Applicable Fee with respect to Revolving
Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans, Swingline Exposure and LC Exposure of such Lender.



     “Applicable Margin” shall mean, for any day, with respect to any Revolving Loan or Swingline
Loan, as the case may be, the applicable percentage set forth in Annex I under the
appropriate caption.



     “Approved Currency” shall mean each of dollars and each Alternate Currency.



     “Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Approved Member State” shall mean Belgium, France, Germany, Ireland, Italy, Luxembourg, The
Netherlands, Spain, Sweden and the United Kingdom.



     “Arrangers” shall have the meaning assigned to such term in the preamble hereto.



     “Asset Sale” shall mean (a) any conveyance, sale, lease, sublease, assignment, transfer or
other disposition (including by way of merger or consolidation and including any Sale and Leaseback
Transaction) of any property, excluding (i) sales of Inventory and dispositions of cash and Cash
Equivalents, in each such excluded case, which are in the ordinary course of business, by Holdings
or any of its Subsidiaries, and (ii) sales of Accounts pursuant to the Receivables Purchase
Agreement by any Loan Party or (b) any issuance or sale of any Equity Interests of any Subsidiary
of Holdings; provided that such issuances or sales of Equity Interests to Companies other
than Holdings shall constitute Asset Sales only for purposes of Section 6.06.



     “Asset Swap” shall mean the substantially concurrent purchase and sale or exchange of Related
Business Assets or a combination of Related Business Assets and cash or Cash



	 	 	 	 	 
	 
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Equivalents between
any Company and another person; provided that any cash or Cash Equivalents received must be
applied in accordance with Section 2.10(c).




     “Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is required by Section
11.04(b)), and accepted by the Funding Agent, in substantially the form of Exhibit B,
or any other form approved by the Funding Agent.



     “Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback
Transaction, as at the time of determination, the present value (discounted at the rate implicit in
the lease) of the total obligations of the lessee for rental payments during the remaining term of
the lease included in any such Sale and Leaseback Transaction.



     “Auditor’s Determination” shall have the meaning assigned to such term in Section
7.11(b).



     “AV Aluminum” shall mean AV Aluminum Inc., a corporation formed under the Canada Business
Corporations Act.



     “AV Metals” shall mean AV Metals, Inc., a corporation formed under the Canada Business
Corporations Act.



     “Availability Conditions” shall mean that, with respect to any proposed transaction, each of
the following conditions are satisfied: (i) both immediately prior to and after giving effect to
such transaction, no Default shall have occurred and be continuing, (ii) the average Excess
Availability shall have been equal to or greater than $150 million (or, in the case of any such
transactions under Section 6.08 and Section 6.11(a)(i), $180 million for the
preceding 30 day period (based on the Borrowing Base Certificate last delivered or delivered at the
time of such action) and Excess Availability shall be at least $150 million (or, in the case of any
such transactions under Section 6.08 and Section 6.11(a)(i), $180 million after
giving effect to such transaction and (iii) in the case of any such transactions under Section
6.08, Section 6.11(a)(i) and Section 6.11(b)(i), the Consolidated Fixed Charge
Coverage Ratio, calculated on a pro forma basis to give effect to such transaction shall be at
least 1.00 to 1.00.



     “Available Amount” shall have the meaning assigned to such term in Section 7.12(a).



     “Average Quarterly Excess Availability” shall mean, as of any date of determination, the
average daily Excess Availability for the three-fiscal month period immediately preceding such date
(with the Borrowing Base for any day during such period calculated by reference to the most recent
Borrowing Base Certificate delivered to the Funding Agent on or prior to such day). Average
Quarterly Excess Availability shall be calculated by the Funding Agent and such calculations shall
be presumed to be correct, absent manifest error.



     “BA Interest Period” shall mean, relative to any BA Rate Loan, the period beginning on (and
including) the date on which such BA Rate Loan is made or continued to (but excluding) the date
which is 30, 60, 90 or 180 days thereafter, as selected by the Canadian Borrower,
provided that any BA Rate Borrowings made or continued during the period beginning on
the Closing Date and ending on the earlier of (x) three months following the Closing Date and (y)



	 	 	 	 	 
	 
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the completion of the primary syndication of the Commitments (as determined by the Arranger), shall
have a BA Interest Period of 30 days.




     “BA Rate” shall mean, with respect to any BA Interest Period for any BA Rate Loan, the
discount rate determined by the Funding Agent to be the average offered rate for bankers’
acceptances for the applicable BA Interest Period appearing on the Reuters Screen CDOR (Certificate
of Deposit Offered Rate) page as of 10:00 a.m. (Toronto time) on the first day of such BA Interest
Period plus 0.05%. In the event that such rate does not appear on the Reuters Screen CDOR
(Certificate of Deposit Offered Rate) page (or otherwise on the Reuters screen), the BA Rate for
the purposes of this definition shall be determined by reference to such other comparable publicly
available service for displaying bankers’ acceptance rates as may be selected by the Funding Agent
and, in the event that the CDOR rate is not available for any Business Day, the CDOR rate for the
immediately previous Business Day for which a CDOR rate is available shall be used.



     “BA Rate Loan” shall mean a Loan that bears interest at a rate based on the BA Rate.



     “Bailee Letter” shall mean an agreement in form substantially similar to Exhibit 7 to the U.S.
Security Agreement or otherwise in form and substance reasonably satisfactory to the Collateral
Agent.



     “Base Rate” shall mean, for any day, a rate per annum that is equal to the corporate base rate
of interest established by the Funding Agent from time to time; each change in the Base Rate shall
be effective on the date such change is effective. The corporate base rate is not necessarily the
lowest rate charged by the Funding Agent to its customers.



     “Base Rate Loan” shall mean any ABR Loan or Canadian Base Rate Loan.



     “Blocked Account” shall mean shall have the meaning assigned to such term in Section
9.01.



     “Blocked Loan Party” shall have the meaning assigned to such term in Section 2.22.



     “Board” shall mean the Board of Governors of the Federal Reserve System of the United States.



     “Board of Directors” shall mean, with respect to any person, (i) in the case of any
corporation, the board of directors of such person, (ii) in the case of any limited liability
company, the board of managers of such person, (iii) in the case of any partnership, the Board of
Directors of the general partner of such person and (iv) in any other case, the functional
equivalent of the foregoing.



     “Borrowers” shall have the meaning assigned to such term in the preamble hereto. Unless the
context otherwise requires, and subject to Section 11.25, each reference in this Agreement
to “each Borrower” or “the applicable Borrower” shall be deemed to be a reference
to (w) each U.S. Borrower on a joint and several basis, (x) the Canadian Borrower, (y) the
U.K. Borrower and/or (z) the Swiss Borrower, as the case may be.



	 	 	 	 	 
	 
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     “Borrowing” shall mean (a) Loans to one of (w) the U.S. Borrowers, jointly and severally, (x)
Canadian Borrower, (y) U.K. Borrower or (z) Swiss Borrower, in each case of the same currency,
Class, Sub-Class and Type, made, converted or continued on the same date and, in the case of
Eurocurrency Loans and EURIBOR Loans, as to which a single Interest Period is in effect, or (b) a
Swingline Loan.



     “Borrowing Base” shall mean the U.S. Borrowing Base, the Canadian Borrowing Base, the U.K.
Borrowing Base, the Swiss Borrowing Base and/or the Total Borrowing Base, as the context may
require.



     “Borrowing Base Certificate” shall mean an Officers’ Certificate from Administrative Borrower,
substantially in the form of (or in such other form as may, from time to time, be mutually agreed
upon by Administrative Borrower, Collateral Agent and Funding Agent), and containing the
information prescribed by Exhibit R, delivered to the Funding Agent and the Collateral
Agent setting forth the Administrative Borrower’s calculation of the Borrowing Base.



     “Borrowing Base Guarantor” shall mean (a) as of the Closing Date, each Canadian Guarantor and
(b) in addition thereafter, any other Wholly Owned Subsidiary of Canadian Borrower that (i) is
organized in Canada or incorporated in England and Wales, (ii) is able to prepare all collateral
reports in a comparable manner to the Borrowers’ reporting procedures and (iii) has executed and
delivered to Collateral Agent a joinder agreement hereto and such joinder agreements to guarantees,
contribution and set-off agreements and other Loan Documents as Collateral Agent has reasonably
requested (all of which shall be in form and substance acceptable to, and provide a level of
security and guaranty acceptable to, Funding Agent in its Permitted Discretion), so long as
Collateral Agent has received and approved, in its Permitted Discretion, (A) a collateral audit
conducted by an independent appraisal firm reasonably acceptable to Collateral Agent, (B) all UCC
or other search results necessary to confirm Collateral Agent’s Lien on all of such Borrowing Base
Guarantor’s personal property, subject to Permitted Liens, which Lien is a First Priority Lien with
regard to the Revolving Credit Priority Collateral, and (C) such customary certificates (including
a solvency certificate), resolutions, financial statements, legal opinions, and other documentation
as the Funding Agent may reasonably request (including as required by Sections 5.11 and
5.12).



     “Borrowing Base Loan Party” shall have the meaning assigned to such term in Section
9.01.



     “Borrowing Request” shall mean a request by a Borrower in accordance with the terms of
Section 2.03 and substantially in the form of Exhibit C, or such other form as
shall be approved by the Funding Agent.



     “Brazilian Guarantor” shall mean each Subsidiary of Holdings organized in Brazil party hereto
as a Guarantor, and each other Subsidiary of Holdings organized in Brazil that is required to
become a Guarantor pursuant to the terms hereof.



     “Brazilian Security Agreements” shall mean, collectively, any Security Agreements
substantially in the form of Exhibits M-7-1 to 5 among the Brazilian Guarantor and
the Collateral Agent for the benefit of the Secured Parties.



	 	 	 	 	 
	 
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     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in
New York City are authorized or required by law to close; provided, however, that
when used in connection with notices and determinations in connection with, and payments of
principal and interest on or with respect to, (a) a Eurocurrency Loan, the term “Business Day”
shall also exclude any day on which banks are not open for dealings in dollar deposits in the
London interbank market, (b) a Canadian Base Rate Loan or BA Rate Loan, the term “Business Day”
shall also exclude any day on which banks in Toronto, Ontario are authorized or required by law to
close, (c) an Alternate Currency Revolving Loan denominated in euros, the term “Business Day” shall
also exclude any day that is not a TARGET Day (as determined in good faith by the Funding Agent),
and (d) a European Swingline Loan, the term “Business Day” shall mean any day other than a
Saturday, Sunday or other day on which banks in Zurich are authorized or required by law to close.



     “Canadian Administrative Agent” shall have the meaning assigned to such term in the preamble
hereto.



     “Canadian Base Rate” shall mean the rate determined by the Canadian Funding Agent as the rate
displayed at or about 10:30 a.m. (Chicago time) on display page CAPRIME of the Reuters Screen as
the prime rate for loans denominated in Canadian Dollars by Canadian banks to borrowers in Canada;
provided, however, that, in the event that such rate does not appear on the Reuters
Screen on such day or if the basis of calculation of such rate is changed after the date hereof,
and, in the reasonable judgment of the Canadian Funding Agent, such rate ceases to reflect each
Canadian Lender’s cost of funding to the same extent as on the date hereof, then the “Canadian Base
Rate” shall be the average of the floating rate of interest per annum established (or commercially
known) as “prime rate” for loans denominated in Canadian Dollars on such day by three major
Canadian banks selected by the Canadian Funding Agent.



     “Canadian Base Rate Loan” shall mean any Revolving Loan bearing interest at a rate determined
by reference to the Canadian Base Rate in accordance with the provisions of ARTICLE II.



     “Canadian Borrower” shall have the meaning assigned to such term in the preamble hereto.



     “Canadian Borrower Obligations” shall mean all Obligations owing to the Canadian
Administrative Agent, the Canadian Funding Agent, the Collateral Agent, any Issuing Bank or any
Lender by the Canadian Borrower.



     “Canadian Borrowing Base” shall mean at any time an amount equal to the sum of the Dollar
Equivalent of, without duplication:



     (i) the book value of Eligible Canadian Accounts multiplied by the advance rate of 85%,
plus



     (ii) the lesser of (i) the advance rate of 75% of the Cost of Eligible Canadian Inventory, or
(ii) the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible
Canadian Inventory, minus



	 	 	 	 	 
	 
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     (iii) effective upon notification thereof to Administrative Borrower by the Collateral Agent
and compliance with Section 2.01(d), any Reserves established from time to time by the
Collateral Agent with respect to the Canadian Borrowing Base in accordance with the terms of this
Agreement.



     The Canadian Borrowing Base at any time shall be determined by reference to the most recent
Borrowing Base Certificate theretofore delivered to the Collateral Agent and the Funding Agent with
such adjustments as Funding Agent and Collateral Agent deem appropriate in their collective
Permitted Discretion to assure that the Canadian Borrowing Base is calculated in accordance with
the terms of this Agreement.



     “Canadian Commitment” shall mean, with respect to each Lender, the commitment, if any, of such
Lender to make Canadian Revolving Loans and to purchase participations in Canadian Letters of
Credit hereunder up to the amount set forth on Schedule I to the Lender Addendum executed and
delivered by such Lender directly under the column entitled “Canadian Commitment” or in an Increase
Joinder, or in the Assignment and Assumption pursuant to which such Lender assumed its Canadian
Commitment, as applicable, as the same may be (a) increased pursuant to Section 2.23, (b)
reduced from time to time pursuant to Section 2.07 and (c) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section 11.04. The
aggregate amount of the Lenders’ Canadian Commitments on the Closing Date is $60 million.



     “Canadian Dollar Denominated Loan” shall mean each Canadian Revolving Loan denominated in
Canadian Dollars at the time of the incurrence thereof, unless and until converted into Dollar
Denominated Loans pursuant to Section 2.09.



     “Canadian dollars” or “Can$” shall mean the lawful money of Canada.



     “Canadian Funding Agent” shall have the meaning assigned to such term in the preamble hereto.



     “Canadian Guarantor” shall mean Holdings and each Subsidiary of Holdings organized in Canada
(other than the Canadian Borrower) party hereto as a Guarantor, and each other Subsidiary of
Holdings organized in Canada that is required to become a Guarantor pursuant to the terms hereof.



     “Canadian Issuing Bank” shall mean, as the context may require, (a) ABN AMRO Bank N.V., acting
through its Canadian branch, in its capacity as issuer of Canadian Letters of Credit issued by it;
(b) any other Canadian Lender that may become an Issuing Bank pursuant to Section 2.18(j)
and (k) in its capacity as issuer of Canadian Letters of Credit issued by such Canadian
Lender; (c) any other Canadian Lender that may become an Issuing Bank pursuant to Section
2.18(l), but solely in its capacity as issuer of Existing Letters of Credit; or (d)
collectively, all of the foregoing. Any Canadian Issuing Bank may, in its discretion, arrange for
one or more Canadian Letters of Credit to be issued by Affiliates of such Canadian Issuing Bank
that are Canadian residents, in which case the term “Canadian Issuing Bank” shall include any
such Affiliate with respect to Canadian Letters of Credit issued by such Affiliate.



	 	 	 	 	 
	 
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     “Canadian LC Commitment” shall mean the commitment of the Canadian Issuing Bank to issue
Canadian Letters of Credit pursuant to Section 2.18. The total amount of the Canadian LC
Commitment shall initially be $20 million, but shall in no event exceed the Canadian Commitment.



     “Canadian LC Exposure” shall mean at any time the sum of (a) the Dollar Equivalent of the
aggregate undrawn amount of all outstanding Canadian Letters of Credit at such time plus
(b) the Dollar Equivalent of the aggregate principal amount of all Canadian Reimbursement
Obligations outstanding at such time. The Canadian LC Exposure of any Canadian Lender at any time
shall mean its Pro Rata Percentage of the aggregate Canadian LC Exposure at such time.



     “Canadian Lender” shall mean each Lender that has a Canadian Commitment (without giving effect
to any termination of the Total Canadian Commitment if any Canadian L/C Exposure remains
outstanding) or which has any outstanding Canadian Revolving Loans (or any then outstanding
Canadian LC Exposure). Unless the context otherwise requires, each reference in this Agreement to
a Lender includes each Canadian Lender and shall include references to any Affiliate of any such
Lender which is acting as a Canadian Lender.



     “Canadian Letter of Credit” shall have the meaning assigned to such term in Section
2.18(a).



     “Canadian Loan Party” shall mean each of the Canadian Borrower and each Canadian Guarantor.



     “Canadian Percentage” of any Canadian Lender at any time shall be that percentage which is
equal to a fraction (expressed as a percentage) the numerator of which is the Canadian Commitment
of such Canadian Lender at such time and the denominator of which is the Total Canadian Commitment
at such time, provided that if any such determination is to be made after the Total
Canadian Commitment (and the related Canadian Commitments of the Lenders) has (or have) terminated,
the determination of such percentages shall be made immediately before giving effect to such
termination.



     “Canadian Reimbursement Obligations” shall mean the Canadian Borrower’s obligations under
Section 2.18(e) to reimburse LC Disbursements in respect of Canadian Letters of Credit.



     “Canadian Resident” shall mean, (a) a person resident in Canada for purposes of Part XIII of
the Income Tax Act (Canada), (b) an “authorized foreign bank” (as defined in Section 2 of the Bank
Act (Canada) and Subsection 248(1) of the Income Tax Act) which at all times holds all of its
interest in any Canadian Borrower Obligations owed by the Canadian Borrower hereunder in the course
of its Canadian banking business for purposes of subsection 212(13.3) of the Income Tax Act
(Canada) or (c) any Lender or other Person able to establish to the satisfaction of the Canadian
Funding Agent and the Canadian Borrower based on applicable law in effect on the date on which it
becomes a Lender that such Lender is not subject to deduction or
withholding of income or similar Taxes imposed by Canada (or any political subdivision or



	 	 	 	 	 
	 
	 	13
	 	 






 









 





taxing authority thereof or therein) with respect to any payments to such Lender of interest, fees,
commission, or any other amount payable by the Canadian Borrower under the Loan Documents.




     “Canadian Revolving Exposure” shall mean, with respect to any Canadian Lender at any time, the
Dollar Equivalent of the aggregate principal amount at such time of all outstanding Canadian
Revolving Loans of such Lender, plus the Dollar Equivalent of the aggregate amount at such
time of such Lender’s Canadian LC Exposure.



     “Canadian Revolving Loan” shall have the meaning assigned to such term in Section
2.01(b).



     “Canadian Security Agreement” shall mean the Security Agreements substantially in the form of
Exhibits M-2-1 to 6 among the Canadian Loan Parties and the Collateral Agent for
the benefit of the Secured Parties.



     “Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and Real
Property or improvements of such person, or replacements or substitutions therefor or additions
thereto, that, in accordance with GAAP, have been or should be reflected as additions to property,
plant or equipment on the balance sheet of such person.



     “Capital Expenditures” shall mean, for any period, without duplication, all expenditures made
directly or indirectly by the Canadian Borrower and its Subsidiaries during such period for Capital
Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or
accrued as a liability), together with the Canadian Borrower’s proportionate share of such amounts
for Norf GmbH for such period, but in each case excluding any portion of such expenditures
constituting the Acquisition Consideration for acquisitions of property, plant and equipment in
Permitted Acquisitions or paid for with insurance proceeds.



     “Capital Lease Obligations” of any person shall mean the obligations of such person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



     “Cash Collateral Account” shall mean a collateral account in the form of a deposit account
established and maintained by the Collateral Agent for the benefit of the Secured Parties from the
proceeds of Collateral collected in the Collection Account that have not either been released to
the applicable Borrower or Guarantor or applied immediately to outstanding Obligations.



     “Cash Dominion Recovery Event” shall mean, with respect to any Cash Dominion Trigger Event at
any time (a) no Default or Event of Default shall be outstanding and (b) Excess Availability shall
be at least $100 million for a period of thirty (30) consecutive days then ended.



     “Cash Dominion Trigger Event” shall mean at any time (a) an Event of Default shall have
occurred and/or (b) Excess Availability shall be less than $90 million; provided that if
the occurrence of a Cash Dominion Trigger Event under clause (b) shall be due solely to a



	 	 	 	 	 
	 
	 	14
	 	 






 









 





fluctuation in currency exchange rates occurring within the two Business Day period immediately
preceding such occurrence (and if no Borrowings have been made (excluding, for avoidance of doubt,
any conversion or continuation of an existing Borrowing) or Letters of Credit issued hereunder
during such two Business Day period), and one or more of the Borrowers, within two Business Days
following receipt of such notice from the Funding Agent, repays Loans in an amount such that clause
(b) is no longer applicable, a Cash Dominion Trigger Event shall be deemed not to have occurred.




     “Cash Equivalents” shall mean, as to any person, (a) securities issued or fully guaranteed or
insured by the federal government of the United States, Canada, Switzerland, any Approved Member
State or any agency of the foregoing, (b) marketable direct obligations issued by any state of the
United States or the District of Columbia or any political subdivision or instrumentality thereof
that, at the time of the acquisition, are rated at least “A-2” by S&P or “P-2” by Moody’s, (c)
certificates of deposit, eurocurrency time deposits, overnight bank deposits and bankers’
acceptances of any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any non-U.S. bank, or its branches or agencies (fully protected
against currency fluctuations) that, at the time of acquisition, are rated at least “A-2” by S&P or
“P-2” by Moody’s, (d) commercial paper of an issuer rated at least “A-2” by S&P or “P-2” by
Moody’s, (e) shares of any money market fund that (i) has at least 95% of its assets invested
continuously in the types of investments referred to in clauses (a), (b) and (c) above, (ii) has
net assets, Dollar Equivalent of which exceeds $500,000,000 and (iii) is rated at least “A-2” by
S&P or “P-2” by Moody’s; provided, however, that the maturities of all obligations
of the type specified in clauses (a), (b) and (c) above shall not exceed 365 days;
provided, further, that, to the extent any cash is generated through operations in
a jurisdiction outside of the United States, Canada, Switzerland or an Approved Member State, such
cash may be retained and invested in obligations of the type described in clauses (a), (b) and (c)
to the extent that such obligations have a credit rating equal to the sovereign rating of such
jurisdiction.



     “Cash Management System” shall have the meaning assigned to such term in Section 9.01.



     “Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to
or any destruction of, or any expropriation, condemnation or other taking (including by any
Governmental Authority) of, any property of Holdings or any of its Subsidiaries. “Casualty Event”
shall include but not be limited to any taking of all or any part of any Real Property of any
person or any part thereof, in or by expropriation, condemnation or other eminent domain
proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the
use or occupancy of all or any part of any Real Property of any person or any part thereof by any
Governmental Authority, civil or military, or any settlement in lieu thereof.



     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.



     A “Change in Control” shall be deemed to have occurred if:



	 	 	 	 	 
	 
	 	15
	 	 






 









 







     (a) Acquiror at any time ceases to be the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act) of at least 51% of the Equity Interests of Holdings,




     (b) Holdings at any time ceases to be the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act) and the direct record owner of 100% of the Equity
Interests of the Canadian Borrower; provided that a Permitted Holdings Amalgamation
shall not constitute a Change of Control under this clause (b),




     (c) Canadian Borrower at any time ceases to be the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act) and the direct or indirect owner of 100% of
the Equity Interests of any other Borrower, any Borrowing Base Guarantor, or Novelis
Deutschland GmbH;




     (d) at any time a change of control occurs under any Material Indebtedness;




     (e) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Specified Holders, is or becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this
clause (except as set forth below) such person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time) of Voting Stock of
Acquiror representing 50% or more of the voting power of the total outstanding Voting Stock
of Acquiror; or




     (f) during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors of Acquiror (together with any new directors
whose election to such Board of Directors or whose nomination for election was approved by
the Specified Holders or by a vote of at least a majority of the members of the Board of
Directors of Acquiror, which members comprising such majority are then still in office and
were either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a majority of the
Board of Directors of Acquiror.



     For purposes of this definition, a person shall not be deemed to have beneficial ownership of
Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until
the consummation of the transactions contemplated by such agreement.



     “Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking into effect of any law, treaty, order, policy, rule or
regulation, (b) any change in any law, treaty, order, policy, rule or regulation or in the
administration, interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having the force of law)
by any Governmental Authority.



     “Charges” shall have the meaning assigned to such term in Section 11.14.



	 	 	 	 	 
	 
	 	16
	 	 






 









 






     “Chattel Paper” shall mean all “chattel paper,” as such term is defined in the UCC as in
effect on the date hereof in the State of New York, in which any Person now or hereafter has
rights.



     “Chief Executive Office” shall mean, with respect to any Person, the location from which such
Person manages the main part of its business operations or other affairs.



     “Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are U.S./European Revolving Loans, Canadian Revolving Loans, or
European Swingline Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a U.S./European Commitment, Canadian Commitment or European Swingline Commitment, in
each case, under this Agreement as originally in effect or pursuant to Section 2.23, of
which such Loan, Borrowing or Commitment shall be a part.



     “Closing Date” shall mean the date of the initial Credit Extension hereunder.



     “CNI Basket” shall have the meaning assigned to such term in Section 6.08(d).



     “Code” shall mean the Internal Revenue Code of 1986, as amended and the Treasury Regulations
promulgated thereunder.



     “Collateral” shall mean, collectively, all of the Revolving Credit Priority Collateral and the
Term Loan Priority Collateral.



     “Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and
includes each other person appointed as the successor pursuant to ARTICLE X.



     “Collection Account” has the meaning assigned to such term in Section 9.01(c).



     “Commercial Letter of Credit” shall mean any letter of credit or similar instrument issued for
the purpose of providing credit support in connection with the purchase of materials, goods or
services by Canadian Borrower or any of its Subsidiaries in the ordinary course of their
businesses.



     “Commerzbank Cash Pooling Agreement” shall mean an Agreement regarding an Automatic Cash
Management System entered into between Novelis AG, the “Companies” (as defined therein) and
Commerzbank Aktiengesellschaft, Berlin dated 15 January 2007, together with all ancillary
documentation thereto.



     “Commitment” shall mean, with respect to any Lender, such Lender’s U.S./European Commitment,
Canadian Commitment and/or European Swingline Commitment, including any Commitment pursuant to
Section 2.23.



     “Commitment Letter” shall mean that certain commitment letter among Novelis Inc., the
Arrangers, ABN AMRO, and UBS Loan Finance LLC, dated as of May 25, 2007, as the same may be
amended, amended and restated, supplemented, revised or modified from time to time.



	 	 	 	 	 
	 
	 	17
	 	 






 









 






     “Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).



     “Companies” shall mean Holdings and its Subsidiaries; and “Company” shall mean any one of
them.



     “Compensation Plan” shall mean any program, plan or similar arrangement (other than employment
contracts for a single individual) relating generally to compensation, pension, employment or
similar arrangements with respect to which any Company, any Affiliate of any Company or any ERISA
Affiliate of any of them has any obligation or liability, contingent or otherwise, under any
Requirements of Law other than those of the United States.



     “Compliance Certificate” shall mean a certificate of a Financial Officer substantially in the
form of Exhibit D.



     “Concentration Account” shall have the meaning assigned to such term in Section
9.01(c).



     “Concentration Account Bank” shall have the meaning assigned to such term in Section
9.01(c).



     “Confidential Information Memorandum” shall mean that certain confidential information
memorandum of Novelis Inc., dated June 2007.



     “Consolidated Adjusted EBITDA” shall mean, for any period, Consolidated EBITDA for such period
plus, to the extent not otherwise included in Consolidated EBITDA:




     (a) 100% of the net income of each Joint Venture Subsidiary and Logan for such period
minus the amount of any dividends or distributions paid to the holder of any
interest (other than a Company) in such Joint Venture Subsidiary or Logan during such
period; and




     (b) the Canadian Borrower’s proportionate share of EBITDA of Norf GmbH for such period.



     “Consolidated Amortization Expense” shall mean, for any period, the amortization expense of
the Canadian Borrower and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.



     “Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of
Canadian Borrower and its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP.



     “Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period,
adjusted by:



     (x) adding thereto, in each case only to the extent (and in the same proportion)
deducted in determining such Consolidated Net Income and without duplication:



	 	 	 	 	 
	 
	 	18
	 	 






 









 







     (a) Consolidated Interest Expense for such period,




     (b) Consolidated Amortization Expense for such period,




     (c) Consolidated Depreciation Expense for such period,




     (d) Consolidated Tax Expense for such period,




     (e) non-recurring cash expenses and charges relating to the Hindalco Acquisition and
the Refinancing,




     (f) restructuring charges in an amount not to exceed $15 million in the aggregate
during the term hereof; and




     (g) the aggregate amount of all other non-cash charges reducing Consolidated Net Income
(excluding any non-cash charge that results in an accrual of a reserve for cash charges in
any future period) for such period;



     (y) subtracting therefrom, the aggregate amount of all non-cash items increasing
Consolidated Net Income (other than the accrual of revenue or recording of receivables in the
ordinary course of business) for such period; and



     (z) excluding therefrom,




     (a) any gain (or loss), together with any related provisions for taxes on any such gain
(or the tax effect of any such loss), realized during such period by the Canadian Borrower
or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary
course of business) by the Canadian Borrower or any of its Subsidiaries,




     (b) gains and losses due solely to fluctuations in currency values and the related tax
effects determined in accordance with GAAP for such period,




     (c) earnings or losses resulting from any reappraisal, revaluation or write-up or
write-down of assets,




     (d) any one-time increase or decrease to net income that is required to be recorded
because of the adoption of new accounting policies, practices or standards required by GAAP,




     (e) unrealized gains and losses with respect to Hedging Obligations for such period,
and




     (f) any extraordinary gain (or extraordinary loss), together with any related provision
for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by
the Canadian Borrower or any of its Subsidiaries during such period;



     Consolidated EBITDA shall be calculated on a Pro Forma Basis to give effect to any Permitted
Acquisition and Asset Sales (other than any dispositions in the ordinary course of



	 	 	 	 	 
	 
	 	19
	 	 






 









 





business, dispositions where the value of the assets disposed of is less than $15 million and
Permitted Acquisitions where the amount of the Acquisition Consideration plus any Equity Interests
constituting all or a portion of the purchase price is less than $15 million) consummated at any
time on or after the first day of the Test Period thereof as if each such Permitted Acquisition had
been effected on the first day of such period and as if each such Asset Sale had been consummated
on the day prior to the first day of such period.




     “Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a)
(i) Consolidated Adjusted EBITDA for such Test Period minus (ii) the aggregate amount of
Capital Expenditures for such period that were not specifically funded by Indebtedness (other than
a Revolving Loan or Swingline Loan) minus (iii) all cash payments in respect of income
taxes made during such period (net of any cash refund in respect of income taxes actually received
during such period) to (b) Consolidated Fixed Charges for such Test Period; provided that
for purposes of calculating the ratio for each fiscal quarter ended on or prior to March 31, 2008,
the amount of cash payments in respect of taxes and Consolidated Fixed Charges shall be calculated
by multiplying the amounts of such cash payments in respect of taxes and Consolidated Fixed Charges
made or accrued since July 1, 2007 by (i) in the case of the fiscal quarter ended September 30,
2007, 4, (ii) in the case of the fiscal quarter December 31, 2007, 2 and (iii) in the case of the
fiscal quarter ended March 31, 2008, 1.33.



     “Consolidated Fixed Charges” shall mean, for any period, the sum, without duplication, of:




     (a) Consolidated Interest Expense for such period (excluding non-cash interest expense
on the Subordinated Debt Loan following the Permitted Holdings Amalgamation);




     (b) the principal amount of all scheduled amortization payments on all Indebtedness
(including the principal component of all Capital Lease Obligations) of Canadian Borrower
and its Subsidiaries for such period;




     (c) Dividends of Canadian Borrower and its Subsidiaries on a consolidated basis paid in
cash during such period as permitted by Section 6.08; and




     (d) all dividends or distributions paid in respect of the interest in any Joint Venture
Subsidiary or Logan to the holder (other than a Company) of such interest during such
period.



     “Consolidated Indebtedness” shall mean, as at any date of determination, the aggregate amount
of all Indebtedness and all LC Exposure of Canadian Borrower and its Subsidiaries (other than (i)
Indebtedness specified in clauses (g) and (h) (unless the lease giving rise to such Attributable
Indebtedness is a Capital Lease) of the definition thereof, (ii) bankers’ acceptances, letters of
credit and similar credit arrangements with respect to which no reimbursement obligation has
arisen, (iii) letters of credit permitted to be incurred under Section 6.01(p), and (iv)
from and after the Permitted Holdings Amalgamation, the Subordinated Debt Loan) determined on a
consolidated basis in accordance with GAAP.



	 	 	 	 	 
	 
	 	20
	 	 






 









 






     “Consolidated Interest Expense” shall mean, for any period, the total consolidated interest
expense of Canadian Borrower and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP plus, without duplication:




     (a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of
Canadian Borrower and its Subsidiaries for such period;




     (b) commissions, discounts and other fees and charges owed by Canadian Borrower or any
of its Subsidiaries with respect to letters of credit securing financial obligations,
bankers’ acceptance financing and receivables financings for such period;




     (c) amortization of debt issuance costs, debt discount or premium and other financing
fees and expenses incurred by Canadian Borrower or any of its Subsidiaries for such period;




     (d) all interest paid or payable with respect to discontinued operations of Canadian
Borrower or any of its Subsidiaries for such period; and




     (e) the interest portion of any deferred payment obligations of Canadian Borrower or
any of its Subsidiaries for such period.



     Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any
Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant Test
Period in connection with any Permitted Acquisitions and Asset Sales (other than any dispositions
in the ordinary course of business, dispositions where the value of the assets disposed of is less
than $15 million and Permitted Acquisitions where the amount of the Acquisition Consideration plus
any Equity Interests constituting all or a portion of the purchase price is less than $15 million)
as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of
such period.



     “Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of
Canadian Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP;
provided, however, that:




     (a) the net income (or loss) of any person in which any person other than the Canadian
Borrower and its Subsidiaries has an ownership interest (which interest does not cause the
net income of such other person to be consolidated into the net income of the Canadian
Borrower and its Subsidiaries) shall be excluded, except to the extent actually received by
the Canadian Borrower or any of its Subsidiaries during such period; and




     (b) the net income of any Subsidiary of the Canadian Borrower other than a Loan Party
that is subject to a prohibition on the payment of dividends or similar distributions by
such Subsidiary shall be excluded to the extent of such prohibition.



     For purposes of this definition of “Consolidated Net Income,” Consolidated Net Income shall be
reduced (to the extent not already reduced thereby) by the amount of any payments to or on behalf
of Holdings made pursuant to Section 6.08(c).



	 	 	 	 	 
	 
	 	21
	 	 






 









 






     “Consolidated Tax Expense” shall mean, for any period, the tax expense of Canadian Borrower
and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.



     “Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding
or arrangement of such person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations (“primary obligations”) of any other person (the “primary obligor”)
in any manner, whether directly or indirectly, including any obligation of such person, whether or
not contingent, (a) to purchase any such primary obligation or any property constituting direct or
indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary
obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit
arrangements, until a reimbursement obligation arises (which reimbursement obligation shall
constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary
obligation against loss in respect thereof; provided, however, that the term
“Contingent Obligation” shall not include endorsements of instruments for deposit or collection in
the ordinary course of business or any product warranties. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount
of such primary obligation for which such person may be liable, whether singly or jointly, pursuant
to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person
is required to perform thereunder) as determined by such person in good faith.



     “Contribution, Intercompany, Contracting and Offset Agreement” shall mean that certain
Contribution, Intercompany, Contracting and Offset Agreement dated as of the date hereof by and
among the Loan Parties (other than certain Foreign Subsidiaries), Collateral Agent and Funding
Agent.



     “Contribution Notice” shall mean a contribution notice issued by the Pensions Regulator under
Section 38 or Section 47 of the Pensions Act 2004.



     “Control” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a person, whether through the ownership of voting
securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have
meanings correlative thereto.



     “Control Agreement” shall mean, with respect to a Deposit Account, Securities Account, or
Commodity Account (each as defined in the UCC as in effect on the date hereof in the State of New
York), (i) located in the United States, an agreement in form and substance reasonably satisfactory
to the Collateral Agent establishing the Collateral Agent’s “Control” (within the meaning of the
UCC) in such account, or (ii) located in other jurisdictions, agreements with regard to such
accounts establishing and perfecting the First Priority Lien of the



	 	 	 	 	 
	 
	 	22
	 	 






 









 





Collateral Agent in such accounts, and effecting the arrangements set forth in Section
9.01 (to the extent required by such Section), and otherwise in form and substance reasonably
satisfactory to the Collateral Agent.




     “Conversion Event” shall mean (i) the occurrence of any Event of Default with respect to any
Loan Party pursuant to Section 8.01(g) or (h), (ii) the declaration of the
termination of any Commitment, or the acceleration of the maturity of any Revolving Loans, in each
case pursuant to the last paragraph of Section 8.01 or (iii) the failure of any Borrower to
pay any principal of, or interest on, Loans of any Class, any U.S./European Reimbursement
Obligations or any Canadian Reimbursement Obligations on the Final Maturity Date).



     “Cost” shall mean, with respect to Inventory, the lower of (a) cost computed on a weighted
average basis in accordance with GAAP or (b) market value; provided, that for purposes of
the calculation of the Borrowing Base, (i) the Cost of the Inventory shall not include: the portion
of the cost of Inventory equal to the profit earned by any Affiliate on the sale thereof to any
Loan Party and (ii) notwithstanding anything to the contrary contained herein, the cost of the
Inventory shall be computed in the same manner and consistent with the historical accounting
practices of the Canadian Borrower and its Subsidiaries (it being understood that the Inventory
Appraisal has been prepared, and each future Inventory Appraisal will be prepared, in a manner
consistent with such practices).



     “Covenant Recovery Event” shall mean, with respect to any Covenant Trigger Event at any time
(a) no Default or Event of Default shall be outstanding and (b) Excess Availability shall be at
least ten percent (10%) of the Total Commitment for a period of thirty (30) consecutive days then
ended.



     “Covenant Trigger Event” shall mean at any time (a) an Event of Default shall have occurred
and/or (b) Excess Availability shall be less than (i) ten percent (10%) of the Total Commitment for
a period of three consecutive Business Days, or (ii) ten percent (10%) of the Total Borrowing Base
at any time; provided that if the occurrence of a Covenant Trigger Event under clause (b)
shall be due solely to a fluctuation in currency exchange rates occurring within the two Business
Day period immediately preceding such occurrence (and if no Borrowings have been made (excluding,
for avoidance of doubt, any conversion or continuation of an existing Borrowing) or Letters of
Credit issued hereunder during such two Business Day period), and one or more of the Borrowers,
within two Business Days following receipt of such notice from the Funding Agent, repay Loans in an
amount such that clause (b) is no longer applicable, a Covenant Trigger Event shall be deemed not
to have occurred.



     “Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a
Lender or (ii) the issuance of any Letter of Credit, or the extension or renewal of any existing
Letter of Credit, or an amendment of any existing Letter of Credit that increases the amount or
changes the drawing conditions thereof, by the Issuing Bank.



     “Debt Issuance” shall mean the incurrence by Holdings or any of its Subsidiaries of any
Indebtedness after the Closing Date (other than as permitted by Section 6.01).



	 	 	 	 	 
	 
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     “Default” shall mean an Event of Default or an event, occurrence or condition which is, or
upon notice, lapse of time or both would constitute, an Event of Default.



     “Default Rate” shall have the meaning assigned to such term in Section 2.06(f).



     “Delegate” shall mean any delegate, agent, attorney, trustee or co-trustee appointed by the
Collateral Agent or any Receiver.



     “Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the
terms of any security into which it is convertible or for which it is exchangeable), or upon the
happening of any event, (a) matures (excluding any maturity as the result of an optional redemption
by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior
to 180 days after the Final Maturity Date, (b) is convertible into or exchangeable (unless at the
sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to
in (a) above, in each case at any time on or prior to 180 days after the Final Maturity Date, or
(c) contains any mandatory repurchase obligation which may come into effect prior to 180 days after
the Final Maturity Date; provided, however, that any Equity Interests that would
not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the
holders of any security into or for which such Equity Interests is convertible, exchangeable or
exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the
occurrence of a change in control or an asset sale occurring prior to 180 days after the Final
Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that
the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to
the repayment in full of the Obligations.



     “Distribution” shall mean, collectively, with respect to each Loan Party, all dividends, cash,
options, warrants, rights, instruments, distributions, returns of capital or principal, income,
interest, profits and other property, interests (debt or equity) or proceeds, including as a result
of a split, revision, reclassification or other like change of the Pledged Securities, from time to
time received, receivable or otherwise distributed to such Loan Party in respect of or in exchange
for any or all of the Pledged Securities or Pledged Intercompany Notes.



     “Dividend” with respect to any person shall mean that such person has declared or paid a
dividend or returned any equity capital to the holders of its Equity Interests or authorized or
made any other distribution, payment or delivery of property (other than Qualified Capital Stock of
such person) or cash to the holders of its Equity Interests as such, or redeemed, retired,
purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity
Interests outstanding (or any options or warrants issued by such person with respect to its Equity
Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any
of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests
of such person outstanding (or any options or warrants issued by such person with respect to its
Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall
also include all payments made or required to be made by such person with respect to any stock
appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting
aside of any funds for the foregoing purposes.



	 	 	 	 	 
	 
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     “Documentation Agents” shall have the meaning assigned to such term in the preamble hereto.



     “Dollar Denominated Loan” shall mean each Loan denominated in dollars at the time of the
incurrence thereof, including from and after the date of any conversion of a Loan into Dollar
Denominated Loans pursuant to Section 2.09.



     “Dollar Equivalent” shall mean, as to any amount denominated in any currency other than
Dollars as of any date of determination, the amount of Dollars that would be required to purchase
the amount of such currency based upon the Spot Selling Rate as of such date; provided that
(i) for purposes of (x) determining compliance with Sections 2.01, 2.02, 2.10(b), 2.17, 2.18
and 10.10 and (y) calculating Fees pursuant to Section 2.05, the Dollar Equivalent of
any amounts denominated in a currency other than dollars shall be calculated on the Closing Date or
the date when a subsequent Loan is made or a prepayment is required to be made, and at such other
times as the Funding Agent may elect (which may be on a daily basis), using the Spot Selling Rate
therefor, (ii) for purposes of determining aggregate Revolving Exposure, the Dollar Equivalent of
any Revolving Exposure denominated in a currency other than Dollars shall be calculated by the
Funding Agent on a daily basis using the Spot Selling Rate in effect for such day and (iii) the
Spot Selling Rate used to make determination of any Borrowing Base as reported in any currency
other than dollars in any Borrowing Base Certificate shall be determined (x) initially by the
Administrative Borrower, using the Spot Selling Rate that was in effect on the day immediately
prior to the date on which such Borrowing Base Certificate is delivered to the Funding Agent
pursuant to Section 5.01(j) or Section 9.03(a), and (y) thereafter, by the Funding
Agent on a daily basis using the Spot Selling Rate as in effect from time to time, as determined by
the Funding Agent; provided, that as to amounts determined in Dollars, the Dollar
Equivalent of such amount shall be such amount in Dollars.



     “Dollars” or “dollars” or “$” shall mean lawful money of the United States.



     “EBITDA of Norf GmbH” shall mean, with respect to any period, the net income of Norf GmbH
plus to the extent deducted in determining net income, interest expense, depreciation and
amortization expense, tax expense and the aggregate amount of all other non-cash charges reducing
such net income (excluding any non-cash charge that results in an accrual of a reserve for cash
charges in any future period) for such period minus the aggregate amount of all non-cash items
increasing such net income (other than the accrual of revenue or recording of receivables in the
ordinary course of business) for such period; provided that in calculating such EBITDA of Norf GmbH
the following shall be excluded:



          (i) any gain (or loss), together with any related provisions for taxes on any such gain (or
the tax effect of any such loss), realized during such period by Norf GmbH or any of its
Subsidiaries upon an asset sale (other than any dispositions in the ordinary course of business) by
Norf GmbH or any of its Subsidiaries;




          (ii) gains and losses due solely to fluctuations in currency values and the related tax
effects determined in accordance with GAAP for such period;




	 	 	 	 	 
	 
	 	25
	 	 






 









 






          (iii) earnings or losses resulting from any reappraisal, revaluation or write-up or write-down
of assets;




          (iv) any one-time increase or decrease to net income that is required to be recorded because
of the adoption of new accounting policies, practices or standards required by GAAP;




          (v) unrealized gains and losses with respect to Hedging Obligations for such period; and




          (vi) any extraordinary gain (or extraordinary loss), together with any related provision for
taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Norf GmbH or
any of its Subsidiaries during such period.




     “Eligible Accounts” shall mean, on any date of determination of the Borrowing Base, all of the
Accounts owned by each Borrower and each Borrowing Base Guarantor, as applicable (including
Purchased Receivables acquired by Swiss Borrower pursuant to the Receivables Purchase Agreement
except as otherwise provided below, but excluding other Accounts of Swiss Borrower), and reflected
in the most recent Borrowing Base Certificate delivered by the Administrative Borrower to the
Collateral Agent and the Funding Agent, except any Account to which any of the exclusionary
criteria set forth below applies. Eligible Accounts shall not include any of the following
Accounts:



          (i) any Account in which the Collateral Agent, on behalf of the Secured Parties, does not have
a valid, perfected First Priority Lien;




          (ii) any Account that is not owned by a Borrower or a Borrowing Base Guarantor;




          (iii) Accounts with respect to which the Account Debtor (other than a Governmental Authority)
either (A) does not maintain its Chief Executive Office in an Applicable Eligible Jurisdiction, or
(B) is not organized under the laws of an Applicable Eligible Jurisdiction or any state, territory,
province or subdivision thereof;




          (iv) any Account that is payable in any currency other than Dollars; provided, that
(i) Eligible Canadian Accounts may also be payable in Canadian Dollars and (ii) Eligible European
Accounts may also be payable in any Alternate Currency, Swiss Francs, Norwegian Kroner, Swedish
Kronor, or Danish Kroner;




          (v) any Account that does not arise from the sale of goods or the performance of services by
such Borrower or Borrowing Base Guarantor (or, with respect only to Accounts acquired by Swiss
Borrower pursuant to a Receivables Purchase Agreement, German Seller) in the ordinary course of its
business;




          (vi) any Account (a) upon which the right of the Borrower or Borrowing Base Guarantor, as
applicable, to receive payment is contingent upon the fulfillment of any condition whatsoever
unless such condition is satisfied or (b) as to which either the Borrower or Borrowing Base
Guarantor, as applicable, is not able to bring suit or otherwise enforce its remedies against




	 	 	 	 	 
	 
	 	26
	 	 






 









 





the Account Debtor through judicial or administrative process or (c) that represents a
progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a
contract under which the Account Debtor’s obligation to pay that invoice is subject to the
Borrower’s or Borrowing Base Guarantor’s, as applicable, completion of further performance under
such contract or is subject to the equitable lien of a surety bond issuer;




          (vii) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such
Account, it being understood that the amount of any such defense, counterclaim, setoff or dispute
shall be reflected in the applicable Borrowing Base Certificate and that the remaining balance of
the Account shall be eligible;




          (viii) any Account that is not a true and correct statement of bona fide indebtedness incurred
in the amount of the Account for merchandise sold to or services rendered to the applicable Account
Debtor;




          (ix) any Account with respect to which an invoice or electronic transmission constituting a
request for payment has not been sent;




          (x) any Account that arises from a sale to any director, officer, other employee or Affiliate
of any Company;




          (xi) to the extent any Company, including any Loan Party or Subsidiary, is liable for goods
sold or services rendered by the applicable Account Debtor to any Company, including any Loan Party
or Subsidiary, but only to the extent of the potential offset;




          (xii) any Account that arises with respect to goods that are delivered on a bill-and-hold,
cash-on-delivery basis or placed on consignment, guaranteed sale or other terms by reason of which
the payment by the Account Debtor is or may be conditional;




          (xiii) any Account that is subject to the occurrence of any of the following:




               (1) such Account has not been paid within one hundred twenty (120) days following its
original
invoice date or is more than sixty (60) days past due according to its original terms of sale; or



               (2) the Account Debtor obligated upon such Account suspends business, makes a general
assignment for the benefit of creditors or fails to pay its debts generally as they come due; or



               (3) a petition is filed by or against any Account Debtor obligated upon such Account under any
bankruptcy law or any other federal, state or foreign (including any provincial) receivership,
insolvency relief or other law or laws for the relief of debtors;



          (xiv) any Account that is the obligation of an Account Debtor (other than an individual) if
50% or more of the Dollar amount of all Accounts owing by that Account Debtor are ineligible under
clause (xiii) of this definition;




	 	 	 	 	 
	 
	 	27
	 	 






 









 






          (xv) any Account as to which any of the representations or warranties in, or pursuant to, the
Loan Documents, or the Receivables Purchase Agreement are untrue;




          (xvi) to the extent such Account is evidenced by a judgment, Instrument or Chattel Paper;




          (xvii) that portion of any Account in respect of which there has been, or should have been,
established by any Borrower or Borrowing Base Guarantor or the German Seller a contra account,
whether in respect of contractual allowances with respect to such Account, audit adjustment,
anticipated discounts or otherwise;




          (xviii) any Account on which the Account Debtor is a Governmental Authority where applicable
law imposes any requirement (including any requirement of notice, acceptance or acknowledgment by
the Governmental Authority) to constitute a valid assignment as against such Governmental
Authority, unless the Borrower or Borrowing Base Guarantor, as applicable, has assigned its rights
to payment of such Account to the Funding Agent (or in the case of Account acquired by the Swiss
Borrower pursuant to the Receivables Purchase Agreement, unless the German Seller has assigned such
rights to Swiss Borrower, and Swiss Borrower has further assigned such rights to Funding Agent)
pursuant to the Assignment of Claims Act of 1940, as amended, in the case of a U.S. federal
Governmental Authority or complied with such requirement pursuant to applicable law in the case of
any other Governmental Authority (including, in the case of Canada, the Financial Administration
Act);




          (xix) Accounts that are subject to (a) extended retention of title arrangements (for example,
verlängerter Eigentumsvorbehalt, including a processing clause, Verarbeitungsklausel) with respect
to any part of the Inventory or goods giving rise to such Account or similar arrangements under any
applicable law to the extent of a claim that validly survives by law or contract that can
effectively be enforced pursuant to such title retention arrangements or (b) that are subject to an
enforceable restriction on assignment;




          (xx) with respect to Accounts of any Eligible U.K. Loan Party, Accounts with respect to which
(i) the agreement evidencing such Accounts is not governed by the laws of Germany, Canada or any
province thereof, England and Wales or any state in the United States, or the laws of such other
jurisdictions acceptable to the Funding Agent in its Permitted Discretion (each, an “Acceptable
Governing Law”) or (ii) if governed by an Acceptable Governing Law, the requirements, if any, set
forth on Schedule 1.01(c) hereto with respect to such Acceptable Governing Law (or the
respective Accounts) are not satisfied;




          (xxi) with respect to Accounts of any Eligible U.K. Loan Party, Accounts where the Account
Debtor either maintains its Chief Executive Office or is organized under the laws of an Applicable
European Jurisdiction, the United States or Canada and the requirements, if any, set forth on
Schedule 1.01(c) hereto with respect to such Account Debtor in such jurisdiction have not
been satisfied;




          (xxii) which is owing by an Account Debtor to the extent the aggregate amount of Accounts
owing from such Account Debtor and its Affiliates to all Borrowers exceeds 15% (or, with regard to
Account Debtors listed on Schedule 1.01(d), such higher amount as is set




	 	 	 	 	 
	 
	 	28
	 	 






 









 





forth on such Schedule) of the aggregate amount of Eligible Accounts of all Borrowers;
provided that the amount excluded from Eligible Accounts because they exceed the foregoing
percentage shall be determined by the Funding Agent based upon all of the otherwise Eligible
Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit;




          (xxiii) any Account acquired by the Swiss Borrower pursuant to the Receivables Purchase
Agreement that is a Disqualified Receivable (as defined therein);




          (xxiv) any Account acquired by Swiss Borrower pursuant to a Receivables Purchase Agreement
which is not in full force and effect or under which any party thereto has defaulted in its
obligations thereunder or disaffirmed in writing its obligations thereunder; or




          (xxv) any Account of the Swiss Borrower acquired pursuant to the Receivables Purchase
Agreement with respect to which notice is required to have been given pursuant to the Swiss
Security Agreement, unless such notice has been given in accordance therewith.



Notwithstanding the foregoing, no Account will be characterized as ineligible pursuant to any of
the criteria set forth in paragraphs (iii), (iv), (xiii), (xiv), (xviii) through (xxv) above to the
extent that the Account Debtor’s obligations thereunder are insured pursuant to a credit insurance
arrangement in form and substance, and with a creditworthy insurer, all of which is satisfactory to
the Funding Agent in its sole and absolute discretion.




     “Eligible Assignee” shall mean (a) any Revolving Lender, (b) an Affiliate of any Revolving
Lender, (c) an Approved Fund of a Revolving Lender and (d) any other person approved by the Funding
Agent, the Issuing Bank, the Swingline Lender and Administrative Borrower (each such approval not
to be unreasonably withheld or delayed); provided that (x) no approval of Administrative
Borrower shall be required during the continuance of a Default or prior to the earlier of (i) three
months after the Closing Date or (ii) the completion of the primary syndication of the Commitments
and Loans (as determined by the Arrangers), (y) “Eligible Assignee” shall not include Holdings or
any of its Affiliates or Subsidiaries or any natural person and (z) each assignee Lender shall be
subject to each other applicable requirement regarding Lenders hereunder, including, with regard to
Canadian Lenders, Section 2.20 and, with regard to Lenders to Swiss Borrower, Sections
2.21, 3.23 and Section 11.04 (including Section 11.04(h)).



     “Eligible Canadian Accounts” shall mean the Eligible Accounts owned by the Canadian Loan
Parties.



     “Eligible Canadian Inventory” shall mean the Eligible Inventory owned by the Canadian Loan
Parties.



     “Eligible European Accounts” shall mean the Eligible Accounts owned by an Eligible European
Loan Party.



     “Eligible European Loan Party” shall mean the U.K. Borrower, the Swiss Borrower, or any other
Borrowing Base Guarantor incorporated in England and Wales.



     “Eligible Inventory” shall mean Inventory consisting of goods, including raw materials and
work in process, held for sale by any U.S. Borrower, any Canadian Loan Party, or any



	 	 	 	 	 
	 
	 	29
	 	 






 









 





Eligible U.K. Loan Party, in the ordinary course, but shall exclude any Inventory to which any
of the exclusionary criteria set forth below applies. Eligible Inventory shall not include any
Inventory of any U.S. Borrower, Canadian Loan Party, or any Eligible U.K. Loan Party that:




          (i) the Collateral Agent, on behalf of Secured Parties, does not have a valid, perfected First
Priority Lien on;




          (ii) (1) is stored at a leased location, unless either (x) a Landlord Access Agreement has
been delivered to the Collateral Agent, or (y) a Rent Reserve has been established with respect
thereto or (2) is stored with a bailee or warehouseman (including Inventory stored or located at
the Logan Location, whether Logan has possession as a warehouseman, bailee, consignee or otherwise)
unless either (x) an acknowledged Bailee Letter has been delivered to the Collateral Agent or (y) a
Rent Reserve has been established with respect thereto; provided that this clause (ii)
shall not apply to any Inventory (A) constituting Vendor Managed Inventory in the aggregate for all
such locations of less than $20 million, (B) at the Logan Location, so long as such Inventory is
subject to a valid Bailee Letter in favor of the Collateral Agent for the benefit of the Secured
Parties, in form and substance acceptable to the Collateral Agent, and the applicable Loan Party
has filed appropriate UCC (or comparable) filings to perfect its interest in such Inventory, or (C)
located in any jurisdiction outside of the United States or Canada where such agreements are not
customary;




          (iii) is placed on consignment, unless a valid consignment agreement which is reasonably
satisfactory to Collateral Agent is in place with respect to such Inventory;




          (iv) is covered by a negotiable document of title, unless such document has been delivered to
the Collateral Agent with all necessary endorsements, free and clear of all Liens except those in
favor of the Collateral Agent and the Lenders and landlords, carriers, bailees and warehousemen if
clause (ii) above has been complied with;




          (v) is to be returned to suppliers;




          (vi) is obsolete, unsalable, shopworn, seconds, damaged or unfit for sale;




          (vii) consists of display items, samples or packing or shipping materials, manufacturing
supplies, work-in-process Inventory (other than work-in-process Inventory that is in saleable form
as reflected in the most recent Inventory Appraisal) or replacement parts;




          (viii) is not of a type held for sale in the ordinary course of any U.S. Borrower’s, Eligible
U.K. Loan Party’s, or Canadian Loan Party’s, as applicable, business;




          (ix) breaches any of the representations or warranties pertaining to Inventory set forth in
the Loan Documents;




          (x) consists of Hazardous Material;




          (xi) is not covered by casualty insurance maintained as required by Section 5.04;




	 	 	 	 	 
	 
	 	30
	 	 






 









 






          (xii) is subject to any licensing arrangement the effect of which would be to limit the
ability of Collateral Agent, or any person selling, leasing or otherwise disposing of, the
Inventory on behalf of Collateral Agent, to complete or sell, lease or otherwise dispose of such
Inventory in enforcement of the Collateral Agent’s Liens, without further consent or payment to the
licensor or any other third party;




          (xiii) is subject to an asserted claim of infringement or other violation (whether as a result
of an “invitation to license” or the like) of any third party’s Intellectual Property Rights, but
only to the extent of such claim;




          (xiv) is not at a location within the United States, Canada, or England and Wales scheduled on
Schedule 3.24 (as updated from time to time in accordance with Section 5.13),
except in accordance with Section 5.13, unless in transit between locations permitted by
Section 5.13 or as otherwise permitted by clause (xv);




          (xv) is in transit with a common carrier from vendors and suppliers, provided
Inventory in transit from vendors and suppliers may be included as eligible pursuant to this
clause (xv) so long as (i) the Funding Agent shall have received evidence of satisfactory
casualty insurance naming the Collateral Agent as loss payee and otherwise covering such risks as
the Funding Agent may reasonably request, (ii) such Inventory is located in the United States,
Canada or England and Wales, (iii) such Inventory is not “on-the-water”; and (iv) such Inventory is
in transit for not more than 48 hours; provided that up to $10,000,000 of Inventory in transit by
rail for longer periods may be included as “Eligible Inventory” and (v) the common carrier is not
an Affiliate of the applicable vendor or supplier; or




          (xvi) with respect to Inventory of any U.K. Borrower or any other Borrowing Base Guarantor
incorporated in England and Wales, Inventory any part of which is subject to valid retention of
title provisions to the extent of such claim.




     “Eligible Large Customer Swiss Accounts” shall mean Eligible Swiss Accounts for which a “Large
Customer” (as defined in the Receivables Purchase Agreement) is the Account Debtor.



     “Eligible Small Customer Swiss Accounts” shall mean all Eligible Swiss Accounts other than
Eligible Large Customer Swiss Accounts.



     “Eligible Swiss Accounts” shall mean the Eligible Accounts purchased by Swiss Borrower from
German Seller pursuant to the Receivables Purchase Agreement.



     “Eligible U.K. Accounts” shall mean the Eligible Accounts owned by an Eligible U.K. Loan
Party.



     “Eligible U.K. Inventory” shall mean the Eligible Inventory owned by an Eligible U.K. Loan
Party.



     “Eligible U.K. Loan Party” shall mean the U.K. Borrower or any other Borrowing Base Guarantor
incorporated in England and Wales.



	 	 	 	 	 
	 
	 	31
	 	 






 









 






     “Eligible U.S. Accounts” shall mean the Eligible Accounts owned by the U.S. Borrowers.



     “Eligible U.S. Inventory” shall mean the Eligible Inventory owned by the U.S. Borrowers.



     “Embargoed Person” shall have the meaning assigned to such term in Section 6.21.



     “Environment” shall mean the natural environment, including air (indoor or outdoor), surface
water and groundwater (including potable water, navigable water and wetlands), the land surface or
subsurface strata, natural resources, the workplace or as otherwise defined in any Environmental
Law.



     “Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or
other communication alleging liability for or obligation with respect to any investigation,
remediation, removal, cleanup, response, corrective action, damages to natural resources, personal
injury, property damage, fines, penalties or other costs resulting from, related to or arising out
of (i) the presence, Release or threatened Release in or into the Environment of Hazardous Material
at any location or (ii) any violation or alleged violation of any Environmental Law, and shall
include any claim seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from, related to or arising out of the presence, Release or threatened
Release of Hazardous Material or alleged injury or threat of injury to health, safety or the
Environment.



     “Environmental Law” shall mean any and all treaties, laws, statutes, ordinances, regulations,
rules, decrees, orders, judgments, consent orders, consent decrees, code or other legally binding
requirements, and the common law, relating to protection of public health or the Environment, the
Release or threatened Release of Hazardous Material, natural resources or natural resource damages,
or occupational safety or health, and any and all Environmental Permits.



     “Environmental Permit” shall mean any permit, license, approval, registration, notification,
exemption, consent or other authorization required by or from a Governmental Authority under
Environmental Law.



     “Equipment” shall mean “equipment,” as such term is defined in the UCC as in effect on the
date hereof in the State of New York, in which such Person now or hereafter has rights.



     “Equity Interest” shall mean, with respect to any person, any and all shares, interests,
participations or other equivalents, including membership interests (however designated, whether
voting or nonvoting), of equity of such person, including, if such person is a partnership,
partnership interests (whether general or limited) and any other interest or participation that
confers on a person the right to receive a share of the profits and losses of, or distributions of
property of, such partnership, whether outstanding on the date hereof or issued after the Closing
Date, but excluding debt securities convertible or exchangeable into such equity.



     “Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Holdings after
the Closing Date of any Equity Interests (other than Preferred Stock) in Holdings (including



	 	 	 	 	 
	 
	 	32
	 	 






 









 





any Equity Interests (other than Preferred Stock) issued upon exercise of any warrant or
option) or any warrants or options to purchase Equity Interests (other than Preferred Stock) or
(ii) any contribution to the capital of Holdings.




     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be
amended from time to time.



     “ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or
not incorporated) that, together with such person, is treated as a single employer under Section
414 of the Code.



     “ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the thirty
(30) day notice period is waived by regulation); (b) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the failure to make by its due date a required installment under Section
412(m) of the Code with respect to any Plan or the failure to make any required contribution to a
Multiemployer Plan; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e)
the incurrence by any Company or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (f) the receipt by any Company or any of its
ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of
any event or condition which could reasonably be expected to constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by any
Company or any of its ERISA Affiliates of any liability with respect to the withdrawal from any
Plan or Multiemployer Plan; (h) the receipt by any Company or its ERISA Affiliates of any notice,
concerning the imposition of material Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of
ERISA; (i) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA
with respect to a Plan; (j) the making of any amendment to any Plan which could result in the
imposition of a lien or the posting of a bond or other security; and (k) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) which could reasonably be expected to result in a Material Adverse Effect.



     “EURIBOR Borrowing” shall mean a Borrowing comprised of EURIBOR Loans.



     “EURIBOR Interest Period” shall mean, with respect to any EURIBOR Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months later (or, with regard only to a European
Swingline Loan denominated in Euros, between 2 and 7 days), as Administrative Borrower may elect;
provided that (a) if any EURIBOR Interest Period would end on a day other than a Business
Day, such EURIBOR Interest Period shall be extended to the next succeeding Business Day unless such
next succeeding Business Day would fall in the next calendar month, in which case such EURIBOR
Interest Period shall end on the immediately preceding Business



	 	 	 	 	 
	 
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Day, (b) any EURIBOR Interest
Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the last calendar
month of such EURIBOR Interest Period) shall end on the last Business Day of the last calendar
month of such EURIBOR Interest Period, (c) Administrative Borrower shall not select a EURIBOR
Interest Period that would extend beyond the Final Maturity Date, (d) Administrative Borrower shall
not select EURIBOR Interest Periods so as to require a payment or prepayment of any EURIBOR Loan
during a EURIBOR Interest Period for such Loan and (e) any EURIBOR Borrowings (other than
Borrowings of European Swingline Loans) made or continued during the period ending on the earlier
of (x) three months following the Closing Date and (y) the completion of the primary syndication of
the Commitments (as determined by the Arrangers), shall have a EURIBOR Interest Period of one
month. For purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.




     “EURIBOR Loan” shall mean any Revolving Loan or European Swingline Loan bearing interest at a
rate determined by reference to the Adjusted EURIBOR Rate in accordance with the provisions of
ARTICLE II.



     “EURIBOR Rate” shall mean, with respect to any EURIBOR Borrowing for any Interest Period, the
interest rate per annum determined by the Banking Federation of the European Union for deposits in
Euro (for delivery on the first day of such Interest Period) with a term comparable to such
Interest Period, determined as of approximately 11:00 a.m., Brussels time, on the second full
TARGET Day preceding the first day of such Interest Period (as set forth by Reuters or any
successor thereto or any other service selected by the Funding Agent which has been nominated by
the Banking Federation of the European Union as an authorized information vendor for the purpose of
displaying such rates); provided, however, that (i) if no comparable term for an
Interest Period is available, the EURIBOR Rate shall be determined using the weighted average of
the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if
the rate referenced above is not available, “EURIBOR Rate” shall mean, with respect to each day
during each Interest Period pertaining to EURIBOR Borrowings comprising part of the same Borrowing,
the rate per annum equal to the rate at which the Funding Agent (or such other bank or banks as may
be designated by the Funding Agent in consultation with European Administrative Borrower) is
offered deposits in Euros at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the
first day of such Interest Period, for delivery on the first day of such Interest Period for the
number of days comprised therein and in an amount comparable to the amount of such EURIBOR
Borrowing to be outstanding during such Interest Period (or such other amount as the Funding Agent
may reasonably determine).



     “euro” or “Euro” or “ €” shall mean the single
currency of the Participating Member States.



     “Euro Denominated Loan” shall mean each Loan denominated in euros at the time of the
incurrence thereof, unless and until converted into Dollar Denominated Loans pursuant to
Section 2.09. ).



     “Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.



	 	 	 	 	 
	 
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     “Eurocurrency Interest Period” shall mean, with respect to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically corresponding day in
the calendar month that is one, two, three or six months (or, with regard only to a European
Swingline Loan denominated in GBP or Swiss francs, between 2 and 7 days), as Administrative
Borrower may elect; provided that (a) if any Eurocurrency Interest Period would end on a
day other than a Business Day, such Eurocurrency Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in the next calendar
month, in which case such Eurocurrency Interest Period shall end on the immediately preceding
Business Day, (b) any Eurocurrency Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Eurocurrency Interest Period) shall end on the last Business Day of the last
calendar month of such Eurocurrency Interest Period, (c) Administrative Borrower shall not select a
Eurocurrency Interest Period that would extend beyond the Final Maturity Date, (d) Administrative
Borrower shall not select Eurocurrency Interest Periods so as to require a payment or prepayment of
any Eurocurrency Loan during a Eurocurrency Interest Period for such Loans and (e) any Eurocurrency
Borrowings (other than Borrowings of European Swingline Loans) made or continued during the period
ending on the earlier of (x) three months following the Closing Date and (y) the completion of the
primary syndication of the Commitments (as determined by the Arrangers), shall have a Eurocurrency
Interest Period of one month. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.



     “Eurocurrency Loan” shall mean any Revolving Loan or European Swingline Loan bearing interest
at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of
ARTICLE II.



     “Eurofoil” shall mean Eurofoil Inc. (USA), a New York corporation.



     “European Administrative Borrower” shall mean Novelis AG, or any successor entity serving in
that role pursuant to Section 2.03(c).



     “European Borrower” shall mean Swiss Borrower and U.K. Borrower.



     “European Borrowing Base” shall mean the lesser of (i) the sum of the Swiss Borrowing Base
plus the U.K. Borrowing Base and (ii) $325 million.



     “European Cash Pooling Arrangements” shall mean the cash pooling arrangements operated by the
Swiss Borrower and certain of the other Companies pursuant to the Novelis AG Cash Pooling Agreement
and the Commerzbank Cash Pooling Agreement.



     “European LC Exposure” shall mean at any time the sum of (a) the Dollar Equivalent of the
aggregate undrawn amount of all outstanding European Letters of Credit at such time plus
(b) the Dollar Equivalent of the aggregate principal amount of all European Reimbursement
Obligations outstanding at such time. The European LC Exposure of any U.S./European Lender at any
time shall mean its Pro Rata Percentage of the aggregate European LC Exposure at such time.



	 	 	 	 	 
	 
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     “European Letter of Credit” shall have the meaning assigned to such term in Section
2.18(a).



     “European Reimbursement Obligations” shall mean each applicable Borrower’s obligations under
Section 2.18(e) to reimburse LC Disbursements in respect of European Letters of Credit.



     “European Revolving Loan” shall have the meaning assigned to such term in Section
2.01(a).



     “European Swingline Activation Date” shall mean the date that the Funding Agent notifies the
Administrative Borrower that the European Swingline is available to be utilized.



     “European Swingline Commitment” shall mean the commitment of the European Swingline Lender to
make loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant
to Section 2.07 or Section 2.17. The amount of the European Swingline Commitment
shall initially be $25 million, but shall in no event exceed the U.S./European Revolving
Commitment.



     “European Swingline Exposure” shall mean at any time the aggregate principal amount at such
time of all outstanding European Swingline Loans. The European Swingline Exposure of any Revolving
Lender at any time shall equal its Pro Rata Percentage of the aggregate European Swingline Exposure
at such time.



     “European Swingline Lender” shall have the meaning assigned to such term in the preamble
hereto.



     “European Swingline Loan” shall mean any loan made by the European Swingline Lender pursuant
to Section 2.17.



     “Event of Default” shall have the meaning assigned to such term in Section 8.01.



     “Excess Amount” shall have the meaning assigned to such term in Section 2.10.



     “Excess Availability” shall mean, at any time, an amount, expressed in dollars, equal to (a)
the lesser of (i) the Revolving Commitments of all of the Lenders and (ii) the Total Borrowing Base
on the date of determination less (b) all outstanding Loans and LC Exposure.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     “Excluded Collateral Subsidiary” shall mean, at any date of determination, any Subsidiary
designated as such in writing by Administrative Borrower to the Funding Agent that, together with
all other Subsidiaries constituting Excluded Collateral Subsidiaries (i) contributed 1.0% or less
of Consolidated EBITDA for the period of four fiscal quarters most recently ended for which
financial statements have been or are required to have been delivered pursuant to Section
5.01(a) or 5.01(b) prior to the date of determination, (ii) had consolidated assets
representing 1.0% or less of the consolidated total assets of Canadian Borrower and its
Subsidiaries on the last day of the most recent fiscal quarter ended for which financial statements



	 	 	 	 	 
	 
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have been or are required to have been delivered pursuant to Section 5.01(a) or
5.01(b) prior to the date of determination, and (iii) is not a Loan Party. The Excluded
Collateral Subsidiaries as of the Closing Date are listed on Schedule 1.01(e).




     “Excluded Subsidiaries” shall mean Subsidiaries of Holdings that (i) are not Loan Parties and
(ii) are not organized in a Principal Jurisdiction.



     “Excluded Taxes” shall mean, with respect to the Agents, any Lender, the Issuing Bank or any
other recipient of any payment to be made by or on account of any obligation of any Borrower
hereunder, (a) taxes imposed on or measured by its overall net income (however denominated),
franchise taxes imposed on it (in lieu of net income taxes) and branch profits taxes imposed on it,
by a jurisdiction (or any political subdivision thereof) as a result of the recipient being
organized or having its principal office or, in the case of any Lender, its applicable lending
office in such jurisdiction, (b) in the case of a Foreign Lender, any U.S. federal withholding tax
that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party hereto (or designates a new lending office), except (x) to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from any Borrower with respect to such
withholding tax pursuant to Section 2.15(a) or (y) if such Foreign Lender designates a new
foreign lending office or is an assignee pursuant to a request by any Borrower under Section
2.16; provided that this subclause (b)(i) shall not apply to any Tax imposed on a
Lender in connection with an interest or participation in any Loan or other obligation that such
Lender was required to acquire pursuant to Section 2.14(d), or (ii) is attributable to such
Foreign Lender’s failure to comply with Section 2.15(e), or (c) taxes imposed under Part
XIII of the Income Tax Act (Canada) on payments made hereunder to or for the benefit of a Canadian
Lender who fails to qualify as a Canadian Resident, unless any of the circumstances described in
Section 2.20(a)(i), (ii) or (iii) apply.



     “Executive Order” shall have the meaning assigned to such term in Section 3.22.



     “Existing Letter of Credit” shall mean the letters of credit referred to on Schedule
2.18.



     “Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).



     “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System of the United
States arranged by federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for the day for such transactions received by the
Funding Agent from three federal funds brokers of recognized standing selected by it.



     “Fee Letter” shall mean that certain fee letter among the Canadian Borrower, the Arrangers,
ABN AMRO, and UBS Loan Finance LLC, dated as of May 25, 2007, as the same may be amended, amended
and restated, supplemented, revised or modified from time to time.



     “Fees” shall mean the fees payable hereunder or under the Fee Letter.



     “Final Maturity Date” shall mean July 6, 2012.



	 	 	 	 	 
	 
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     “Financial Officer” of any person shall mean the chief financial officer, principal accounting
officer, treasurer or controller of such person.



     “Financial Support Direction” shall mean a financial support direction issued by the Pensions
Regulator under Section 43 of the Pensions Act 2004.



     “FIRREA” shall mean the Federal Institutions Reform, Recovery and Enforcement Act of 1989, as
amended.



     “First Priority” means, with respect to any Lien purported to be created in any Collateral
pursuant to any Security Document, that such Lien is the most senior Lien to which such Collateral
is subject, other than Permitted Liens of the type described in Section 6.02(a),
(b), (c), (d), (f), (g), (h), (i),
(j), (k) (to the extent provided in the Intercreditor Agreement), (n),
(o), (q), (r), (s) and (t) which have priority over the
Liens granted pursuant to the Security Documents (and in each case, subject to the proviso to
Section 6.02).



     “Foreign Guarantee” shall have the meaning assigned to such term in Section 7.01.



     “Foreign Lender” shall mean any Lender that is not, for United States federal income tax
purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation,
partnership or other entity treated as a corporation or partnership created or organized in or
under the laws of the United States, or any political subdivision thereof, (iii) an estate whose
income is subject to U.S. federal income taxation regardless of its source or (iv) a trust if a
court within the United States is able to exercise primary supervision over the administration of
such trust and one or more United States persons have the authority to control all substantial
decisions of such trust or a trust that properly elected to be treated as a United States person.



     “Foreign Plan” shall mean any pension or other employee benefit or retirement plan, program,
policy, arrangement or agreement maintained or contributed to by any Company with respect to
employees employed outside the United States.



     “Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a
jurisdiction other than the United States or any state thereof or the District of Columbia.



     “Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).



     “Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course.



     “Funded Specified Foreign Currency Participation” shall mean, with respect to any
Participating Specified Foreign Currency Lender relating to Specified Foreign Currency Loans funded
by LaSalle Bank N.A., (i) the aggregate amount paid by such Participating Specified Foreign
Currency Lender to LaSalle Bank N.A. pursuant to Section 12.02 of this Agreement in respect
of such Participating Specified Foreign Currency Lender’s participation in the principal amount of
Specified Foreign Currency Loans funded by LaSalle Bank N.A. minus (ii) the aggregate
amount paid to such Participating Specified Foreign Currency Lender by LaSalle Bank N.A. pursuant
to Section 12.02 of this Agreement in respect of its participation in the principal



	 	 	 	 	 
	 
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amount of Specified Foreign Currency Loans funded by LaSalle Bank N.A., excluding in each case
any payments made in respect of interest accrued on the Specified Foreign Currency Loans funded by
LaSalle Bank N.A. LaSalle Bank N.A.’s Funded Specified Foreign Currency Participation in any
Specified Foreign Currency Loans funded by LaSalle Bank N.A. shall be equal to the outstanding
principal amount of such Specified Foreign Currency Loans minus the total Funded Specified
Foreign Currency Participation of all other Lenders therein.




     “Funding Agent” shall have the meaning assigned to such term in the preamble hereto and
includes each other person appointed as the successor pursuant to ARTICLE X;
provided that with respect to the Canadian Revolving Loans made available to the Canadian
Borrower hereunder (including with respect to Canadian Letters of Credit), references in this
Agreement and the other Loan Documents to the Funding Agent shall be deemed a reference to the
Canadian Funding Agent.



     “GAAP” shall mean generally accepted accounting principles in the United States applied on a
consistent basis.



     “GBP” or “£” shall mean lawful money of the United Kingdom.



     “GBP Denominated Loan” shall mean each Loan denominated in GBP at the time of the incurrence
thereof, unless and until converted into Dollar Denominated Loans pursuant to Section 2.09.



     “German Guarantor” shall mean each Subsidiary of Holdings organized in Germany party hereto as
a Guarantor, and each other Subsidiary of Holdings organized in Germany that is required to become
a Guarantor pursuant to the terms hereof.



     “German Security Agreement” shall mean, collectively, any Security Agreement substantially in
the form of Exhibits M-5-1 to 7 among the German Guarantors and the Collateral
Agent for the benefit of the Secured Parties.



     “German Seller” shall mean Novelis Deutschland GmbH, a company organized under the laws of
Germany (including in its roles as seller and collection agent under the Receivables Purchase
Agreement).



     “Governmental Authority” shall mean the government of the United States or any other nation,
or of any political subdivision thereof, whether state, provincial or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank).



     “Governmental Real Property Disclosure Requirements” shall mean any Requirement of Law of any
Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other
transferee of any Real Property, facility, establishment or business, or notification, registration
or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage,
assignment or other transfer (including any transfer of control) of any Real Property, facility,
establishment or business, of the actual or threatened presence or Release in or



	 	 	 	 	 
	 
	 	39
	 	 






 









 





into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or
near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned
or transferred.




     “Guarantee Payment” shall have the meaning assigned to such term in Section 7.12(b).



     “Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.



     “Guarantees” shall mean the guarantees issued pursuant to ARTICLE VII by the
Guarantors.



     “Guarantors” shall mean each Borrower, Holdings and the Subsidiary Guarantors (including each
U.S. Borrower, the Canadian Borrower, the U.K. Borrower, the Swiss Borrower, Holdings and each
other Canadian Guarantor, each Swiss Guarantor, each U.K. Guarantor, the German Guarantor, the
Irish Guarantor, the Brazilian Guarantor, and each other Subsidiary of Holdings that is required to
become a Guarantor hereunder, and including in any case each Borrowing Base Guarantor).



     “Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes;
polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any
asbestos-containing materials in any form or condition; radon or any other radioactive materials
including any source, special nuclear or by-product material; petroleum, crude oil or any fraction
thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds,
constituents or substances, subject to regulation under or which can give rise to liability under
any Environmental Laws.



     “Hedging Agreement” shall mean any swap, cap, collar, forward purchase or similar agreements
or arrangements dealing with interest rates, currency exchange rates or commodity prices, either
generally or under specific contingencies entered into for the purposes of hedging a Company’s
exposure to interest or exchange rates, loan credit exchanges, security or currency valuations or
commodity prices, in each case not for speculative purposes.



     “Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.



     “Hindalco Acquisition” shall have the meaning assigned to such term in the recitals hereto.



     “Holdings” shall mean (i) prior to the consummation of the Permitted Holdings Amalgamation, AV
Aluminum, and (ii) upon and after the consummation of the Permitted Holdings Amalgamation, AV
Metals.



     “Immaterial Subsidiary” shall mean, at any date of determination, any Subsidiary designated as
such in writing by Administrative Borrower to the Funding Agent that, together with all other
Subsidiaries constituting Immaterial Subsidiaries (i) contributed 5.0% or less of Consolidated
EBITDA for the period of four fiscal quarters most recently ended for which financial statements
have been or are required to have been delivered pursuant to Section 5.01(a)



	 	 	 	 	 
	 
	 	40
	 	 






 









 





or 5.01(b) prior to the date of determination, (ii) had consolidated assets
representing 5.0% or less of the consolidated total assets of Canadian Borrower and its
Subsidiaries on the last day of the most recent fiscal quarter ended for which financial statements
have been or are required to have been delivered pursuant to Section 5.01(a) or
5.01(b) prior to the date of determination, and (iii) is not a Loan Party. The Immaterial
Subsidiaries as of the Closing Date are listed on Schedule 1.01(f).




     “Increase Effective Date” shall have the meaning assigned to such term in Section
2.23(a).



     “Increase Joinder” shall have the meaning assigned to such term in Section 2.23(c).



     “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such
person for borrowed money or advances; (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments; (c) all obligations of such person under conditional sale
or other title retention agreements relating to property purchased by such person; (d) all
obligations of such person issued or assumed as the deferred purchase price of property or services
(excluding trade accounts payable and accrued obligations incurred in the ordinary course of
business on normal trade terms and not overdue by more than ninety (90) days (other than such
overdue trade accounts payable being contested in good faith and by proper proceedings, for which
appropriate reserves are being maintained with respect to such circumstances in accordance with
GAAP or other applicable accounting standards)); (e) all Indebtedness of others secured by any Lien
on property owned or acquired by such person, whether or not the obligations secured thereby have
been assumed, but limited to the fair market value of such property; (f) all Capital Lease
Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (g) all
Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (h)
all Attributable Indebtedness of such person; (i) all obligations of such person for the
reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’
acceptances and similar credit transactions; (j) all obligations of such person under any
Securitization Facility; and (k) all Contingent Obligations of such person in respect of
Indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) above.
The Indebtedness of any person shall include the Indebtedness of any other entity (including any
partnership in which such person is a general partner) to the extent such person is liable therefor
as a result of such person’s ownership interest in or other relationship with such entity, except
(other than in the case of general partner liability) to the extent that terms of such Indebtedness
expressly provide that such person is not liable therefor.



     “Indemnified Taxes” shall mean all Taxes other than Excluded Taxes.



     “Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).



     “Information” shall have the meaning assigned to such term in Section 11.12.



     “Initial U.S. Borrower” shall have the meaning assigned to such term in the preamble hereto.



	 	 	 	 	 
	 
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     “Instruments” shall mean all “instruments,” as such term is defined in the UCC as in effect on
the date hereof in the State of New York, in which any Person now or hereafter has rights.



     “Insurance Policies” shall mean the insurance policies and coverages required to be maintained
by each Loan Party which is an owner of Mortgaged Property with respect to the applicable Mortgaged
Property pursuant to Section 5.04 and all renewals and extensions thereof.



     “Insurance Requirements” shall mean, collectively, all provisions of the Insurance Policies,
all requirements of the issuer of any of the Insurance Policies and all orders, rules, regulations
and any other requirements of the National Board of Fire Underwriters (or any other body exercising
similar functions) binding upon each Loan Party which is an owner of Mortgaged Property and
applicable to the Mortgaged Property or any use or condition thereof.



     “Intellectual Property” shall have the meaning assigned to such term in Section
3.06(a).



     “Interbank Rate” shall mean, for any period, (i) in respect of Loans denominated in dollars,
the Federal Funds Effective Rate, and (ii) in respect of Loans denominated in any other currency,
the Funding Agent’s cost of funds for such period.



     “Intercompany Note” shall mean a promissory note substantially in the form of Exhibit
P, or such other form as may be agreed to by the Funding Agent in its sole discretion.



     “Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the date
hereof by and among the Companies party thereto, Administrative Agent, Collateral Agent, the other
Agents party thereto, Term Loan Administrative Agent, Term Loan Collateral Agent and the other Term
Loan Agents under the Term Loan Documents party thereto, as the same may be amended, restated,
supplemented or otherwise modified from time to time.



     “Interest Election Request” shall mean a request by Administrative Borrower to convert or
continue a Borrowing in accordance with Section 2.08(b), substantially in the form of
Exhibit E.



     “Interest Payment Date” shall mean (a) with respect to any Base Rate Loan (including any
Swingline Loan), the last Business Day of each month to occur during any period in which such Loan
is outstanding, (b) with respect to any Eurocurrency Loan, EURIBOR Loan or BA Rate Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurocurrency Loan, EURIBOR Loan or BA Rate Loan with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest Period, and (c) with
respect to any Revolving Loan or Swingline Loan, the Final Maturity Date or such earlier date on
which the Revolving Commitments are terminated, as the case may be.



     “Interest Period” shall mean (a) in the case of any Eurocurrency Loan, the applicable
Eurocurrency Interest Period, (b) in the case of any EURIBOR Loan, the applicable EURIBOR Interest
Period and (c) in the case of any BA Rate Loan, the applicable BA Interest Period.



	 	 	 	 	 
	 
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     “Inventory” shall mean all “inventory,” as such term is defined in the UCC as in effect on the
date hereof in the State of New York, wherever located, in which any Person now or hereafter has
rights.



     “Inventory Appraisal” shall mean (a) on the Closing Date, the appraisal prepared by Sector 3
dated June 12, 2007, and (b) thereafter, the most recent inventory appraisal conducted by an
independent appraisal firm and delivered pursuant to Section 9.02 hereof.



     “Investments” shall have the meaning assigned to such term in Section 6.04.



     “Irish Guarantor” shall mean each Subsidiary of Holdings organized in Ireland party hereto as
a Guarantor, and each other Subsidiary of Holdings organized in Ireland that is required to become
a Guarantor pursuant to the terms hereof.



     “Irish Security Agreement” shall mean, collectively, any Security Agreement substantially in
the form of Exhibits M-6-1 to 5 among the Irish Guarantors and the Collateral Agent
for the benefit of the Secured Parties.



     “Issuing Bank” shall mean, as the context may require, (a) U.S./European Issuing Bank; or (b)
Canadian Issuing Bank; or (c) collectively, all of the foregoing.



     “Issuing Country” shall have the meaning assigned to such term in Section 11.19(a).



     “Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit
F, or such other form as may be agreed to by the Funding Agent in its sole discretion.



     “Joint Venture” shall mean any person (a) that is not a direct or indirect Subsidiary of
Holdings, and (b) in which Canadian Borrower, in the aggregate, together with its Subsidiaries, is
directly or indirectly, the beneficial owner of 5% or more of any class of Equity Interests of such
person.



     “Joint Venture Subsidiary” shall mean each of (i) Aluminum Company of Malaysia Berhard
(Malaysia), (ii) NKL and (iii) any other person that is a Subsidiary in which persons other than
Holdings or its Affiliates own 10% or more of the Equity Interests of such person, excluding Logan
and Norf GmbH.



     “Judgment Currency” shall have the meaning assigned to such term in Section 11.18(a).



     “Judgment Currency Conversion Date” shall have the meaning assigned to such term in
Section 11.18(a).



     “Land Registry” shall mean the Land Registry of England and Wales.



     “Landlord Access Agreement” shall mean a Landlord Access Agreement, substantially in the form
of Exhibit G, or such other form as may reasonably be acceptable to the Funding Agent.



	 	 	 	 	 
	 
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     “LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a
drawing under a Letter of Credit.



     “LC Exposure” shall mean at any time the sum of (a) U.S./European LC Exposure plus (b)
Canadian LC Exposure.



     “LC Participation Fee” shall have the meaning assigned to such term in Section
2.05(c).



     “LC Request” shall mean a request by Administrative Borrower in accordance with the terms of
Section 2.18(b) and substantially in the form of Exhibit H, or such other form as
shall be approved by the Funding Agent.



     “Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements,
rental agreements, occupancy agreements, franchise agreements, access agreements and any other
agreements (including all amendments, extensions, replacements, renewals, modifications and/or
guarantees thereof), whether or not of record and whether now in existence or hereafter entered
into, affecting the use or occupancy of all or any portion of any Real Property.



     “Lender Addendum” shall mean with respect to any Lender on the Closing Date, a lender addendum
in the form of Exhibit I, to be executed and delivered by such Lender on the Closing Date
as provided in Section 11.15, as the same may be amended, restated, supplemented or
otherwise modified from time to time.



     “Lenders” shall mean (a) the financial institutions that have become a party hereto pursuant
to a Lender Addendum and (b) any financial institution that has become a party hereto pursuant to
an Assignment and Assumption, other than, in each case, any such financial institution that has
ceased to be a party hereto pursuant to an Assignment and Assumption. Unless the context clearly
indicates otherwise, the term “Lenders” shall include (i) the Swingline Lender and (ii) each
Canadian Lender (including any Affiliate of a Lender that is acting as a Canadian Lender).



     “Letter of Credit” shall mean any (i) Standby Letter of Credit and (ii) Commercial Letter of
Credit, in each case, issued (or deemed issued) or to be issued by an Issuing Bank for the account
of any Borrower pursuant to Section 2.18, including any U.S./European Letter of Credit and
any Canadian Letter of Credit.



     “Letter of Credit Expiration Date” shall mean the date which is five (5) Business Days prior
to the Final Maturity Date.



     “LIBOR Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period,
the rate per annum determined by the Funding Agent to be the arithmetic mean of the offered rates
for deposits in the relevant Approved Currency with a term comparable to such Interest Period that
appears on the Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m., London,
England time, on the second full Business Day preceding the first day of such Interest Period;
provided, however, that (i) if no comparable term for an Interest Period is
available, the LIBOR Rate shall be determined using the weighted average of the offered rates for
the two terms most nearly corresponding to such Interest Period and (ii) if there



	 	 	 	 	 
	 
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shall at any time no longer exist a Reuters Screen LIBOR01 Page, “LIBOR Rate” shall mean, with
respect to each day during each Interest Period pertaining to Eurocurrency Borrowings comprising
part of the same Borrowing, the rate per annum equal to the rate at which the Funding Agent is
offered deposits in the relevant Approved Currency at approximately 11:00 a.m., London, England
time, two (2) Business Days prior to the first day of such Interest Period in the London interbank
market for delivery on the first day of such Interest Period for the number of days comprised
therein and in an amount comparable to the amount of such Eurocurrency Borrowing to be outstanding
during such Interest Period (or such other amount as the Funding Agent may reasonably determine).
“Reuters Screen LIBOR01 Page” shall mean the display designated as Reuters Screen LIBOR01 Page (or
other appropriate page if the relevant Approved Currency does not appear on such page, or such
other page as may replace such page on such service for the purpose of displaying the rates at
which the relevant Approved Currency deposits are offered by leading banks in the London interbank
deposit market).




     “Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, charge, assignment, hypothecation, security interest or similar encumbrance of
any kind or any arrangement to provide priority or preference in respect of such property or any
filing of any financing statement or any financing change statement under the UCC, the PPSA or any
other similar notice of lien under any similar notice or recording statute of any Governmental
Authority (other than any unauthorized notice or filing filed after the Closing Date for which
there is not otherwise any underlying lien or obligation, so long as the Borrowers are (if aware of
same) using commercially reasonable efforts to cause the removal of same), including any easement,
right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether
voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such property; and (c) in the case of securities, any purchase option, call or similar
right of a third party with respect to such securities.



     “Loan Documents” shall mean this Agreement, any Borrowing Base Certificate, the Intercreditor
Agreement, the Contribution, Intercompany, Contracting and Offset Agreement, the Notes (if any),
the Security Documents, each Foreign Guaranty, the Fee Letter, and all other pledges, powers of
attorney, consents, assignments, certificates, agreements or documents, whether heretofore, now or
hereafter executed by or on behalf of any Loan Party for the benefit of any Agent or any Lender in
connection with this Agreement.



     “Loan Parties” shall mean Holdings, the Borrowers and the Subsidiary Guarantors.



     “Loans” shall mean, as the context may require, a Revolving Loan or a Swingline Loan.



     “Logan” shall mean Logan Aluminum Inc., a Delaware corporation.



     “Logan Location” shall mean the premises of Logan Aluminum Inc., Route 431, North
Russellville, Kentucky 42276.



	 	 	 	 	 
	 
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     “Mandatory Cost” shall mean the per annum percentage rate calculated by the Funding Agent in
accordance with Annex II.



     “Margin Stock” shall have the meaning assigned to such term in Regulation U.



     “Material Adverse Effect” shall mean (a) a material adverse effect on the business, property,
results of operations, or financial condition of the Loan Parties and their Subsidiaries, taken as
a whole; (b) material impairment of the ability of the Loan Parties to perform their payment and
other material obligations under the Loan Documents; (c) material impairment of the rights of or
benefits or remedies available to the Lenders or the Collateral Agent under the Loan Documents,
taken as a whole; or (d)(i) a material adverse effect on the Revolving Credit Priority Collateral
or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other
Secured Parties) on such Collateral or the priority of such Liens, in each case for this clause
(d)(i) taken as a whole, or (ii) a material adverse effect on the Term Loan Priority Collateral or
the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other
Secured Parties) on such Collateral or the priority of such Liens, in each case for this clause
(d)(ii) taken as a whole.



     “Material Indebtedness” shall mean (a) Indebtedness under the Term Loan Documents and any
Permitted Term Loan Facility Refinancings thereof, (b) Indebtedness under the Senior Notes, the
Subordinated Debt Loan and any Permitted Refinancings thereof and (c) any other Indebtedness (other
than the Loans and Letters of Credit, and other than intercompany Indebtedness of the Companies
permitted hereunder) of the Loan Parties in an aggregate outstanding principal amount exceeding $50
million.



     “Material Subsidiary” shall mean any Subsidiary of Canadian Borrower that is not an Immaterial
Subsidiary.



     “Maximum Rate” shall have the meaning assigned to such term in Section 11.14.



     “Maximum Term Loan Facility Amount” shall mean, on any date of determination, an amount equal
to the sum of (i) $960 million plus (ii) to the extent used to refund, replace or refinance
Indebtedness of any Loan Party and to pay related fees, expenses, interest, premiums and make-whole
amounts, $400 million.



     “Minimum Currency Threshold” shall mean (v) with regard to Dollar Denominated Loans, (i) an
integral multiple of $1.0 million and not less than $5.0 million for ABR Loans and (ii) an integral
multiple of $1.0 million and not less than $5.0 million for Eurocurrency Loans, (w) with regard to
Canadian Dollar Denominated Loans, (i) an integral multiple of Cdn.$1.0 million and not less than
Cdn.$5.0 million for Canadian Base Rate Loans and (ii) an integral multiple of Cdn.$1.0 million and
not less than Cdn.$5.0 million for BA Rate Loans, (x) with regard to Euro Denominated Loans, an
integral multiple of €1.0 million and not less than €5.0 million and (y) with regard to GBP
Denominated Loans, not less than GBP2.5 million and, if greater, an integral multiple of GBP1.0
million.



     “Moody’s” shall mean Moody’s Investors Service, Inc.



	 	 	 	 	 
	 
	 	46
	 	 






 









 






     “Mortgage” shall mean an agreement, including, but not limited to, a mortgage, charge, deed of
trust, deed of hypothec or any other document, creating and evidencing a Lien on a Mortgaged
Property, which shall be substantially in the form of Exhibit J or, subject to the terms of
the Intercreditor Agreement, other form reasonably satisfactory to the Collateral Agent, in each
case, with such schedules and including such provisions as shall be necessary to conform such
document to applicable local or foreign law or as shall be customary under applicable local or
foreign law.



     “Mortgaged Property” shall mean (a) each Real Property identified as a Mortgaged Property on
Schedule 8(a) to the Perfection Certificate dated the Closing Date, (b) each future Real
Property covered by the terms of any Mortgage, and (c) each Real Property, if any, which shall be
subject to a Mortgage (or other Lien created by a Security Document) delivered after the Closing
Date pursuant to Section 5.11(c).



     “Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3)
or Section 3(37) of ERISA (a) to which any Company or any ERISA Affiliate is then making or
accruing an obligation to make contributions; (b) to which any Company or any ERISA Affiliate has
within the preceding five plan years made contributions; or (c) with respect to which any Company
could incur liability.



     “Net Cash Proceeds” shall mean:




     (a) with respect to any Asset Sale, the cash proceeds received by Holdings or any of
its Subsidiaries (including cash proceeds subsequently received (as and when received by
Holdings or any of its Subsidiaries) in respect of non-cash consideration initially
received) net of (without duplication) (i) selling expenses (including reasonable brokers’
fees or commissions, legal, accounting and other professional and transactional fees,
transfer and similar taxes and Administrative Borrower’s good faith estimate of income taxes
paid or payable in connection with such sale and repatriation Taxes that are or would be
payable in connection with any sale by a Foreign Subsidiary); (ii) amounts provided as a
reserve, in accordance with GAAP, against (x) any liabilities under any indemnification
obligations associated with such Asset Sale or (y) any other liabilities retained by
Holdings or any of its Subsidiaries associated with the properties sold in such Asset Sale
(provided that, to the extent and at the time any such amounts are released from
such reserve, such amounts shall constitute Net Cash Proceeds); (iii) Administrative
Borrower’s good faith estimate of payments required to be made with respect to unassumed
liabilities relating to the properties sold within ninety (90) days of such Asset Sale
(provided that, to the extent such cash proceeds are not used to make payments in
respect of such unassumed liabilities within ninety (90) days of such Asset Sale, such cash
proceeds shall constitute Net Cash Proceeds); (iv) the principal amount, premium or penalty,
if any, interest and other amounts on any Indebtedness for borrowed money (other than the
Term Loan) which is secured by a Lien on the properties sold in such Asset Sale (so long as
such Lien was permitted to encumber such properties under the Loan Documents at the time of
such sale) and which is repaid with such proceeds (other than any such Indebtedness assumed
by the purchaser of such properties); and (v) so long as any Term Loans remain outstanding,
amounts required to be prepaid under the Term Loan Documents from the proceeds of Term Loan
Priority Collateral (provided that, in



	 	 	 	 	 
	 
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the case of an Asset Sale consisting of a sale or other disposition of all or
substantially all of the property or assets or business of a Loan Party or its Subsidiaries,
or the Equity Interests of a Subsidiary of a Loan Party, this clause (v) shall be limited to
that portion of the cash proceeds in excess of the net book value of Revolving Credit
Priority Collateral which is subject to such Asset Sale);




     (b) with respect to any Debt Issuance or any Preferred Stock Issuance, the cash
proceeds thereof, net of customary fees, commissions, costs and other expenses incurred in
connection therewith; and




     (c) with respect to any Equity Issuance or any other issuance of Equity Interests
(other than Preferred Stock) by Holdings, the cash proceeds thereof, net of customary fees,
commissions, costs and other expenses incurred in connection therewith; and




     (d) with respect to any Casualty Event, the cash insurance proceeds, condemnation
awards and other compensation received in respect thereof, net of (i) all reasonable costs
and expenses incurred in connection with the collection of such proceeds, awards or other
compensation in respect of such Casualty Event; and (ii) so long as any Term Loans remain
outstanding, amounts required to be prepaid under the Term Loan Documents in respect of cash
insurance proceeds, condemnation awards and other compensation received in respect of Term
Loan Priority Collateral;


provided, however, that (i) Net Cash Proceeds arising from any Asset Sale,
Preferred Stock Issuance, or Casualty Event by or applicable to a non-Wholly Owned Subsidiary shall
equal the amount of such Net Cash Proceeds calculated as provided above less the percentage thereof
equal to the percentage of any Equity Interests of such non-Wholly Owned Subsidiary not owned by
Holdings and its Subsidiaries and (ii) so long as the Term Loans remain outstanding (x) in the case
of an Asset Sale consisting of a sale of Equity Interests of a Subsidiary, the Net Cash Proceeds of
such sale shall be deemed to equal the book value of Revolving Credit Priority Collateral included
in such sale as of the date of such sale and (y) in the case of an Asset Sale consisting of a sale
or other disposition of all or substantially all of the property and assets or business of a Loan
Party or its Subsidiaries, the net cash proceeds of any such sale shall be deemed to equal the book
value of the Revolving Credit Priority Collateral included in such sale (and the expenses relating
to such Asset Sale shall be allocated proportionately among the Term Loan Priority Collateral and
the Revolving Credit Priority Collateral).




     “Net Recovery Cost Percentage” shall mean the fraction, expressed as a percentage, (a) the
numerator of which is the amount equal to the recovery on the aggregate amount of the Inventory at
such time on a “net orderly liquidation value” basis as set forth in the most recent Inventory
Appraisal received by Collateral Agent in accordance with Section 9.02, net of liquidation
expenses, commissions and other expenses reasonably anticipated in the disposition of such assets,
and (b) the denominator of which is the original Cost of the aggregate amount of the Inventory
subject to appraisal.



     “NKL” shall mean Novelis Korea Limited.



	 	 	 	 	 
	 
	 	48
	 	 






 









 






     “Non-Dollar Denominated Loan” shall mean any Loan that is not a Dollar Denominated Loan.



     “Non-Guarantor Subsidiary” shall mean each Subsidiary that is not a Guarantor.



     “Norf GmbH” shall mean Aluminium Norf GmbH, a limited liability company (GmbH) organized under
the laws of Germany.



     “Notes” shall mean any notes evidencing the Revolving Loans or Swingline Loans issued pursuant
to this Agreement, if any, substantially in the form of Exhibit K-1, K-2 or
K-3.



     “Novelis AG Cash Pooling Agreement” shall mean a Cash Management Agreement entered into among
Novelis AG and certain “European Affiliates” (as identified therein) dated 1 February 2007,
together with all ancillary documentation thereto.



     “Novelis Corporation” shall mean Novelis Corporation, a Texas corporation.



     “Novelis Inc.” shall mean Novelis Inc., a corporation formed under the Canada Business
Corporations Act.



     “Obligation Currency” shall have the meaning assigned to such term in Section
11.18(a).



     “Obligations” shall mean (a) obligations of the Borrowers and the other Loan Parties from time
to time arising under or in respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing (and interest that would have accrued
but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (ii) each payment required to be made by the Borrowers and the other Loan Parties under
this Agreement in respect of any Letter of Credit, when and as due, including payments in respect
of Reimbursement Obligations, interest thereon and obligations to provide cash collateral and (iii)
all other monetary obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under
this Agreement and the other Loan Documents, and (b) the due and punctual performance of all
covenants, agreements, obligations and liabilities of the Borrowers and the other Loan Parties
under or pursuant to this Agreement and the other Loan Documents.



     “OFAC” shall have the meaning assigned to such term in Section 3.22.



     “Officers’ Certificate” shall mean a certificate executed by a Responsible Officer in his or
her official (and not individual) capacity.



     “Organizational Documents” shall mean, with respect to any person, (i) in the case of any
corporation, the certificate of incorporation and by-laws (or similar documents) of such



	 	 	 	 	 
	 
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person, (ii) in the case of any limited liability company, the certificate of formation and
operating agreement (or similar documents) of such person, (iii) in the case of any limited
partnership, the certificate of formation and limited partnership agreement (or similar documents)
of such person, (iv) in the case of any general partnership, the partnership agreement (or similar
document) of such person and (v) in any other case, the functional equivalent of the foregoing.




     “Other Taxes” shall mean all present or future stamp, recording, documentary, excise,
transfer, sales, property or similar taxes, charges or levies arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.



     “Overadvance” shall have the meaning assigned to such term in Section 10.10.



     “Parent Guarantor” shall mean (i) prior to the consummation of the Permitted Holdings
Amalgamation, AV Aluminum, and (ii) upon and after the consummation of the Permitted Holdings
Amalgamation, AV Metals.



     “Participant” shall have the meaning assigned to such term in Section 11.04(d).



     “Participating Member States” shall mean the member states of the European Communities that
adopt or have adopted the euro as their lawful currency in accordance with the legislation of the
European Union relating to European Monetary Union.



     “Participating Specified Foreign Currency Lender” shall have the meaning assigned to such term
in Section 12.01(a). The Participating Specified Foreign Currency Lenders as of the
Closing Date are set forth in Schedule 1.01(h). No additional Participating Specified
Foreign Currency Lenders shall be permitted without the consent of LaSalle Bank N.A.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.



     “Pensions Regulator” shall mean the body corporate called the Pensions Regulator established
under Part I of the Pensions Act 2004.



     “Perfection Certificate” shall mean, individually and collectively, as the context may
require, each certificate of a Loan Party in the form of Exhibit L-1 or any other form
approved by the Collateral Agent, as the same shall be supplemented from time to time by a
Perfection Certificate Supplement or otherwise.



     “Perfection Certificate Supplement” shall mean a certificate supplement in the form of
Exhibit L-2 or any other form approved by the Collateral Agent.



     “Permitted Acquisition” shall mean any Acquisition, if each of the following conditions is
met:




     (i) no Default is then continuing or would result therefrom;



	 	 	 	 	 
	 
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     (ii) no Company shall, in connection with any such transaction, assume or remain liable
with respect to any Indebtedness of the related seller or the business, person or properties
acquired, except to the extent permitted under Section 6.01, and any other such
Indebtedness not permitted to be assumed or otherwise supported by any Company hereunder
shall be paid in full or released as to the business, persons or properties being so
acquired on or before the consummation of such acquisition;




     (iii) the person or business to be acquired shall be, or shall be engaged in, a
business of the type that the Loan Parties and the Subsidiaries are permitted to be engaged
in under Section 6.15, and the person or business and any property acquired in
connection with any such transaction shall be free and clear of any Liens, other than
Permitted Liens;




     (iv) the Board of Directors of the person to be acquired shall not have indicated
publicly its opposition to the consummation of such acquisition (which opposition has not
been publicly withdrawn);




     (v) all transactions in connection therewith shall be consummated in all material
respects in accordance with all applicable Requirements of Law;




     (vi) with respect to any transaction involving Acquisition Consideration of more than
$25 million, unless the Funding Agent shall otherwise agree, the Administrative Borrower
shall have provided the Funding Agent with (A) ten (10) Business Days’ prior written notice
of such transaction, which notice shall describe in reasonable detail the terms and
conditions of such transaction and the person or business to be acquired and (B) all such
other information and data relating to such transaction or the person or business to be
acquired as may be reasonably requested by the Funding Agent;




     (vii) the property acquired in connection with any such transaction shall be made
subject to the Lien of the Security Documents, and any person acquired in connection with
any such transaction shall become a Guarantor, in each case, to the extent required under,
and within the relevant time periods provided in, Section 5.11, on terms reasonably
satisfactory to the Agents, and the Agents shall have received all opinions, certificates,
lien search results and other documents in connection therewith reasonably requested by the
Agents;




     (viii) with respect to any transaction involving Acquisition Consideration that, when
added to the fair market value of Equity Interests, including Equity Interests of Holdings,
constituting purchase consideration, exceeds $10 million, the Administrative Borrower shall
have delivered to the Funding Agent an Officers’ Certificate certifying that (A) such
transaction complies with this definition and (B) such transaction could not reasonably be
expected to result in a Material Adverse Effect; and




     (ix) either (A) the Availability Conditions are satisfied or (B) the Acquisition
Consideration for such acquisition shall not exceed $25 million, and the aggregate amount of
the Acquisition Consideration for all Permitted Acquisitions since the Closing



	 	 	 	 	 
	 
	 	51
	 	 






 









 







Date made when the Availability Conditions are not satisfied shall not exceed $50
million.



     “Permitted Discretion” shall mean the commercially reasonable exercise of the Funding Agent’s
(or the Canadian Funding Agent’s) good faith credit judgment in accordance with customary business
practices for comparable asset-based lending transactions in the metals industry in consideration
of any factor that is reasonably likely to (i) materially and adversely affect the value of any
Revolving Credit Priority Collateral, the enforceability or priority of the Liens thereon or the
amount that the Collateral Agent, the other Agents and the Lenders would be likely to receive
(after giving consideration to delays in payment and costs of enforcement) in the liquidation
thereof, or (ii) suggest that any collateral report or financial information delivered to
Collateral Agent, any other Agent or the Lenders by any Person on behalf of any Borrower or
Borrowing Base Guarantor is incomplete, inaccurate or misleading in any material respect. In
exercising such commercially reasonable credit judgment, the Funding Agent or the Canadian Funding
Agent, as applicable, may consider, without duplication, such factors already included in or tested
by the definition of Eligible Accounts or Eligible Inventory, as well as any of the following: (i)
changes after the Closing Date in any material respect in collection history and dilution or
collectibility with respect to the Accounts; (ii) changes after the Closing Date in any material
respect in demand for, pricing of, or product mix of Inventory; (iii) changes after the Closing
Date in any material respect in any concentration of risk with respect to the respective Borrower’s
or Borrowing Base Guarantor’s Accounts or Inventory; and (iv) any other factors arising after the
Closing Date that change in any material respect the credit risk of lending to the Borrowers on the
security of the Borrowers’ and the Borrowing Base Guarantors’ (as applicable) Accounts or
Inventory.



     “Permitted Factoring Facility” shall mean a sale of Accounts on a discounted basis by any
Company that is not a Borrower or Borrowing Base Guarantor and is not organized under the laws of,
and does not conduct business in, a Principal Jurisdiction, so long as (i) no Loan Party has any
obligation, contingent or otherwise in connection with such sale (other than to deliver the
Accounts purported to be sold free and clear of any encumbrance), and (ii) such sale is for cash
and fair market value.



     “Permitted Holdings Amalgamation” shall mean the amalgamation of AV Aluminum and the Canadian
Borrower on a single occasion following the Closing Date; provided that (i) no Default
exists or would result therefrom, (ii) the person resulting from such amalgamation shall be named
Novelis Inc., and shall be a corporation formed under the Canada Business Corporations Act (such
resulting person, the “Successor Canadian Borrower”), and the Successor Canadian Borrower shall
expressly confirm its obligations as the Canadian Borrower under this Agreement and the other Loan
Documents to which the Canadian Borrower is a party pursuant to a confirmation in form and
substance reasonably satisfactory to the Funding Agent, (iii) immediately upon consummation of such
amalgamation, AV Metals shall (A) be an entity organized or existing under the laws of Canada, (B)
directly own 100% of the Equity Interests in the Successor Canadian Borrower, (C) execute a
supplement or joinder to this Agreement in form and substance reasonably satisfactory to the
Funding Agent to become a Guarantor and execute Security Documents (or supplements or joinder
agreements thereto) in form and substance reasonably satisfactory to the Funding Agent, and take
all actions necessary or advisable in the opinion of the Funding Agent or the Collateral Agent to
cause the Lien created



	 	 	 	 	 
	 
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by the applicable Security Documents to be a duly perfected First Priority Lien in accordance
with all applicable Requirements of Law, including the filing of financing statements (or other
applicable filings) in such jurisdictions as may be reasonably requested by the Funding Agent or
the Collateral Agent and (D) subject to the terms of the Intercreditor Agreement, pledge and
deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests
of the Successor Canadian Borrower, together with undated stock powers or other appropriate
instruments of transfer executed and delivered in blank by a duly authorized officer of AV Metals,
(iv) immediately after giving effect to any such amalgamation, the Consolidated Fixed Charge
Coverage Ratio shall be at least 1.0 to 1.0, such compliance to be determined on the basis of the
financial information most recently delivered to the Funding Agent pursuant to Section
5.01(a) or (b) as though such amalgamation had been consummated as of the first day of
the fiscal period covered thereby and evidenced by a certificate from the chief financial officer
of the Canadian Borrower demonstrating such compliance calculation in reasonable detail, (v) the
Successor Canadian Borrower shall have no Indebtedness after giving effect to the Permitted
Holdings Amalgamation other than Indebtedness of the Canadian Borrower in existence prior to the
date of the Permitted Holdings Amalgamation and the Subordinated Debt Loan so long as the
Subordinated Debt Loan shall have been amended in a manner satisfactory to the Funding Agent to
reflect the subordination of the Subordinated Debt Loan to the Canadian Borrower’s Secured
Obligations and the Subordinated Debt Loan, if any, has been pledged by AV Metals as security for
its guarantee of the Secured Obligations in a manner satisfactory to the Funding Agent, (vi) each
other Guarantor, shall have by a confirmation in form and substance reasonably satisfactory to the
Funding Agent, confirmed that its guarantee of the Guaranteed Obligations (including its Guarantee)
shall apply to the Successor Canadian Borrower’s obligations under this Agreement, (vii) Canadian
Borrower and each other Guarantor shall have by confirmations and any required supplements to the
applicable Security Documents reasonably requested by the Funding Agent, in each case, in form and
substance reasonably satisfactory to the Funding Agent confirmed that its obligations thereunder
shall apply to the Successor Canadian Borrower’s obligations under this Agreement, and (viii) each
Loan Party shall have delivered opinions of counsel and related officers’ certificates reasonably
requested by the Funding Agent with respect to the execution and delivery and enforceability of the
documents referred to above and the compliance of such amalgamation with the provisions hereof, and
all such opinions of counsel shall be satisfactory to the Funding Agent; and provided,
further, that (x) if the foregoing are satisfied, (1) AV Metals will be substituted for and
assume all obligations of AV Aluminum under this Agreement and each of the other Loan Documents and
(2) the Successor Canadian Borrower shall be substituted for Novelis Inc. under this Agreement and
each of the other Loan Documents and all references hereunder and under the other Loan Documents to
the Canadian Borrower shall be references to the Successor Canadian Borrower and (y)
notwithstanding any provision of Section 11.02, the Agents are hereby authorized by the
Lenders to make any amendments to the Loan Documents that are necessary to reflect such changes in
the parties to the applicable Loan Documents.




     “Permitted Holdings Indebtedness” shall mean unsecured Indebtedness of Holdings (i) with
respect to which no Borrower or Subsidiary has any Contingent Obligation, (ii) that will not mature
prior to the 180th day following the Final Maturity Date, (iii) that has no scheduled amortization
of principal prior to the 180th day following the Final Maturity Date, (iv) does not require any
payments in cash of interest or other amounts in respect of the principal thereof (other than
optional redemption provisions customary for senior discount or “pay-in-kind” notes)



	 	 	 	 	 
	 
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for a number of years from the date of issuance or incurrence thereof equal to at least
one-half of the term to maturity thereof, (v) has mandatory prepayment, repurchase or redemption,
covenant, default and remedy provisions customary for senior discount or “pay-in-kind” notes of an
issuer that is the parent of a borrower under senior secured asset based revolving credit
facilities, and (vi) that is issued to a person that is not an Affiliate of the Canadian Borrower
or any of its Subsidiaries in an arm’s-length transaction on fair market terms; provided
that at least five Business Days prior to the incurrence of such Indebtedness, a Responsible
Officer of Holdings shall have delivered a certificate to the Funding Agent (together with a
reasonably detailed description of the material terms and conditions of such Indebtedness or drafts
of the documentation relating thereto) stating that Holdings has determined in good faith that such
terms and conditions satisfy the foregoing requirements.




     “Permitted Liens” shall have the meaning assigned to such term in Section 6.02.



     “Permitted Refinancing” shall mean, with respect to any person, any refinancing or renewal of
any Indebtedness of such person; provided that (a) (i) in the case of any such refinancing
or renewal of the Subordinated Debt Loan, if the aggregate principal amount (or accreted value, if
applicable) of such refinancing or renewal exceeds the aggregate principal amount (or accreted
value, if applicable) of the Indebtedness so refinanced or renewed plus accrued interest
thereon and reasonable fees and expenses payable in connection with such refinancing, the amount of
any such excess is contributed by Holdings to the Canadian Borrower concurrently with such
refinancing or renewal and (ii) in the case of any refinancing or renewal of any other
Indebtedness, the aggregate principal amount (or accreted value, if applicable) thereof does not
exceed the aggregate principal amount (or accreted value, if applicable) of the Indebtedness so
refinanced or renewed except by an amount equal to unpaid accrued interest and premium thereon and
any make-whole payments applicable thereto plus other reasonable amounts paid, and fees and
expenses reasonably incurred, in connection with such refinancing or renewal and by an amount equal
to any existing commitments unutilized thereunder, (b) such refinancing or renewal has a final
maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being
refinanced or renewed (excluding the effects of nominal amortization in the amount of no greater
than one percent per annum and prepayments of Indebtedness), (c) no Default is then continuing or
would result therefrom, (d) the persons that are (or are required to be) obligors under such
refinancing or renewal are the same persons as those that are (or are required to be) obligors
under the Indebtedness being so refinanced or renewed (or, in the case of a Permitted Refinancing
of the Senior Notes, such obligors are Loan Parties (other than Holdings)) and (e) the
subordination provisions thereof (if any) shall be, in the aggregate, no less favorable to the
Lenders than those contained in the Indebtedness being so refinanced or renewed; provided
that at least five Business Days prior to the incurrence of such refinancing or renewal, a
Responsible Officer of the Administrative Borrower shall have delivered an Officers’ Certificate to
the Funding Agent (together with a reasonably detailed description of the material terms and
conditions of such Indebtedness or drafts of the documentation relating thereto) certifying that
the Administrative Borrower has determined in good faith that such terms and conditions satisfy the
foregoing requirements.



     “Permitted Term Loan Facility Refinancing” shall mean any refinancing or renewal of the
Indebtedness incurred under the Term Loan Documents; provided that (a) the aggregate



	 	 	 	 	 
	 
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principal amount (or accreted value, if applicable) of all such Indebtedness, after giving
effect to such refinancing or renewal, shall not exceed the then Maximum Term Loan Facility Amount
in effect plus an amount equal to unpaid accrued interest and premium on the Indebtedness
being so refinanced or renewed plus other reasonable amounts paid, and fees and expenses
reasonably incurred, in connection with such refinancing or renewal, (b) the “Applicable Margin” or
similar component of the interest rate or yield provisions applicable to such Indebtedness, after
giving effect to such refinancing or renewal, is not increased from the “Applicable Margin” set
forth in the Term Loan Documents as of the Closing Date by more than 3% per annum (excluding
increases resulting from the accrual of interest at the default rate specified in the Term Loan
Credit Agreement), (c) such refinancing or renewal has a final maturity date equal to or later than
the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being so refinanced or renewed
(excluding the effects of nominal amortization in the amount of no greater than one percent per
annum and prepayments of Indebtedness), (d) no Default is existing or would result therefrom and
(e) the persons that are (or are required to be) obligors under such refinancing or renewal are the
same persons as those that are (or are required to be) obligors under the Indebtedness being so
refinanced or renewed (unless, in the case of a refinancing of Indebtedness of a Loan Party, such
persons are or become obligors under the Loan Documents); provided that at least five
Business Days prior to the incurrence of such refinancing or renewal, a Responsible Officer of the
Administrative Borrower shall have delivered an Officers’ Certificate to the Funding Agent
(together with a reasonably detailed description of the material terms and conditions of such
Indebtedness or drafts of the documentation relating thereto) certifying that the Administrative
Borrower has determined in good faith that such terms and conditions satisfy the foregoing
requirements.




     “person” or “Person” shall mean any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject
to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is
maintained or contributed to by any Company or its ERISA Affiliate or with respect to which any
Company could incur liability (including under Section 4069 of ERISA).



     “Platform” shall have the meaning assigned to such term in Section 11.01(d).



     “Pledged Intercompany Notes” shall mean, with respect to each Loan Party, all intercompany
notes described in Schedule 11 to the Perfection Certificate as of the Closing Date and
intercompany notes hereafter acquired by such Loan Party and all certificates, instruments or
agreements evidencing such intercompany notes, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof to the extent permitted
pursuant to the terms hereof.



     “Pledged Securities” shall mean, collectively, with respect to each Loan Party, (i) all issued
and outstanding Equity Interests of each issuer set forth on Schedule 10 to the Perfection
Certificate as of the Closing Date as being owned by such Loan Party and all options, warrants,
rights, agreements and additional Equity Interests of whatever class of any such issuer acquired



	 	 	 	 	 
	 
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by such Loan Party (including by issuance), together with all rights, privileges, authority
and powers of such Loan Party relating to such Equity Interests in each such issuer or under any
Organizational Document of each such issuer, and the certificates, instruments and agreements
representing such Equity Interests and any and all interest of such Loan Party in the entries on
the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity
Interests of any issuer, which Equity Interests are hereafter acquired by such Loan Party
(including by issuance) and all options, warrants, rights, agreements and additional Equity
Interests of whatever class of any such issuer acquired by such Loan Party (including by issuance),
together with all rights, privileges, authority and powers of such Loan Party relating to such
Equity Interests or under any Organizational Document of any such issuer, and the certificates,
instruments and agreements representing such Equity Interests and any and all interest of such Loan
Party in the entries on the books of any financial intermediary pertaining to such Equity
Interests, from time to time acquired by such Loan Party in any manner, and (iii) all Equity
Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any
consolidation or merger of any issuer of such Equity Interests.




     “Post-Increase Revolving Lenders” shall have the meaning assigned to such term in Section
2.23(d).



     “PPSA” shall mean the Personal Property Security Act (Ontario) and the regulations promulgated
thereunder and other applicable personal property security legislation of the applicable Canadian
province or provinces in respect of the Canadian Loan Parties (including the Civil Code of Quebec
and the regulations respecting the register of personal and movable real rights promulgated
thereunder) as all such legislation now exists or may from time to time hereafter be amended,
modified, recodified, supplemented or replaced, together with all rules, regulations and
interpretations thereunder or related thereto.



     “Pre-Increase Revolving Lenders” shall have the meaning assigned to such term in Section
2.23(d).



     “Preferred Stock” shall mean, with respect to any person, any and all preferred or preference
Equity Interests (however designated) of such person whether now outstanding or issued after the
Closing Date.



     “Preferred Stock Issuance” shall mean the issuance or sale by Holdings or any of its
Subsidiaries of any Preferred Stock after the Closing Date.



     “Principal Jurisdiction” shall mean the United States, Canada, the United Kingdom,
Switzerland, Germany and any state, province or other political subdivision of the foregoing.



     “Priority Payables” shall mean at any time, with respect to the Borrowers and the Borrowing
Base Guarantors:




     (a) (i) the amount past due and owing by each Borrower or Borrowing Base Guarantor, or
the accrued amount for which such Borrower or Borrowing Base Guarantor has an obligation to
remit to a Governmental Authority or other Person pursuant to any applicable law, rule or
regulation, in respect of (u) pension fund obligations; (v) unemployment insurance; (w)
goods and services taxes, sales taxes, employee income



	 	 	 	 	 
	 
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taxes and other taxes payable or to be remitted or withheld; (x) workers’ compensation;
(y) vacation pay; and (z) other like charges and demands and (ii) the amount of fees which
an insolvency administrator in an insolvency proceeding is allowed to collect pursuant to
German law, including, without limitation, determination fees and collection fees; in each
case with respect to the preceding clauses (i) and (ii), to the extent any Governmental
Authority or other Person may claim a security interest, Lien, trust or other claim ranking
or capable of ranking in priority to or pari passu with one or more of the First Priority
Liens granted in the Security Documents; and




     (b) the aggregate amount of any other liabilities of each Borrower or Borrowing Base
Guarantor (i) in respect of which a trust has been or may be imposed on any Collateral to
provide for payment or (ii) which are secured by a security interest, pledge, Lien, charge,
right or claim on any Collateral; in each case, pursuant to any applicable law, rule or
regulation and which trust, security interest, pledge, Lien, charge, right or claim ranks
or, in the Permitted Discretion of the Funding Agent, is capable of ranking in priority to
or pari passu with one or more of the First Priority Liens granted in the Security Documents
(such as Liens, trusts, security interests, pledges, Liens, charges, rights or claims in
favor of employees, landlords, warehousemen, carriers, mechanics, materialmen, laborers, or
suppliers, or Liens, trusts, security interests, pledges, Liens, charges, rights or claims
for ad valorem, excise, sales, or other taxes where given priority under applicable law);


in each case net of the aggregate amount of all restricted cash held or set aside for the payment
of such obligations.




     “Pro Forma Basis” shall mean on a basis in accordance with GAAP and Regulation S-X and
otherwise reasonably satisfactory to the Funding Agent.



     “Pro Rata Percentage” of (i) any Revolving Lender at any time shall mean the percentage of the
total Revolving Commitments of all Revolving Lenders represented by such Lender’s Revolving
Commitment, and (ii) any Revolving Lender with respect to a Class or Sub-Class of Obligations or
Commitments (or exposure with respect to Loans or Obligations of a Class or Sub-Class), as
applicable, shall mean the percentage of the total Commitments of such Class or Sub-Class, as
applicable, of all Revolving Lenders represented by such Lender’s Commitment of such Class or
Sub-Class; provided that the Pro Rata Percentage of any Lender with respect to any Letter
of Credit Commitment or exposure, shall be (x) with respect to U.S. Letters of Credit, European
Letters of Credit, or U.S./European Letters of Credit, determined with respect to the U.S./European
Commitment of such Lender relative to all U.S./European Lenders, and (y) with respect to Canadian
Letters of Credit, determined with respect to the Canadian Commitment of such Lender relative to
all Canadian Lenders.



     “Process Agent” shall have the meaning assigned to such term in Section 11.09(d).



     “property” shall mean any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity
Interests or other ownership interests of any person and whether now in existence or owned or
hereafter entered into or acquired, including all Real Property.



	 	 	 	 	 
	 
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     “Property Material Adverse Effect” shall mean, with respect to any Mortgaged Property, as of
any date of determination and whether individually or in the aggregate, any event, circumstance,
occurrence or condition which has caused or resulted in (or would reasonably be expected to cause
or result in) a material adverse effect on (a) the business or operations of any Company as
presently conducted at the Mortgaged Property; (b) the value or utility of the Mortgaged Property;
or (c) the legality, priority or enforceability of the Lien created by the Mortgage or the rights
and remedies of the Mortgagee thereunder.



     “PTR Scheme” shall mean the Provisional Treaty Relief scheme as described in the HM Revenue &
Customs (formerly the Inland Revenue Guidelines dated January 2003 and administered by HM Revenue &
Customs’ Centre for Non-Residents.



     “Purchase Money Obligation” shall mean, for any person, the obligations of such person in
respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing
all or any part of the purchase price of any property (including Equity Interests of any person) or
the cost of installation, construction or improvement of any property and any refinancing thereof;
provided, however, that (i) such Indebtedness is incurred within one year after
such acquisition, installation, construction or improvement of such property by such person and
(ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition,
installation, construction or improvement, as the case may be.



     “Purchased Receivables” shall have the meaning assigned to such term in the Receivables
Purchase Agreement.



     “Qualified Capital Stock” of any person shall mean any Equity Interests of such person that
are not Disqualified Capital Stock.



     “Real Property” shall mean, collectively, all right, title and interest (including any
freehold, leasehold, mineral or other estate) in and to any and all parcels of or interests in real
property owned, leased or operated by any person, whether by lease, license or other means,
together with, in each case, all easements, hereditaments and appurtenances relating thereto, all
improvements and appurtenant fixtures, all general intangibles and contract rights and other
property and rights incidental to the ownership, lease or operation thereof.



     “Receivable” shall mean the indebtedness and other obligations owed to any Company (other than
any Loan Party or any Company organized under the laws of Germany) (at the time such indebtedness
and other obligations arise, and before giving effect to any transfer or conveyance contemplated
under any Securitization Facility documentation) or in which such person has a security interest or
other interest, including any indebtedness, obligation or interest constituting an Account,
contract right, payment intangible, promissory note, chattel paper, instrument, document,
investment property, financial asset or general intangible, arising in connection with the sale of
goods or the rendering of services by such person, and further includes, the obligation to pay any
finance charges with respect thereto.



     “Receivables Purchase Agreement” shall mean the receivables purchase agreement and any related
servicing agreements between the German Seller, on the one hand, and the Swiss Borrower, on the
other hand, in substantially the form of Exhibit Q or otherwise in form and



	 	 	 	 	 
	 
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substance reasonably satisfactory to the Funding Agent, in each case providing, inter alia,
for the sale and transfer of Accounts by the German Seller to the Swiss Borrower, as each such
agreement may be amended, modified, supplemented or replaced from time to time in accordance with
the terms hereof and thereof.




     “Receiver” shall mean a receiver or receiver and manager or, where permitted by law, an
administrative receiver of the whole or any part of the Collateral, and that term will include any
appointee under a joint and/or several appointments.



     “Refinancing” shall mean the repayment in full and the termination of any commitment to make
extensions of credit under all of the outstanding indebtedness listed on Schedule 1.01(a)
of the Canadian Borrower or any of its Subsidiaries.



     “Register” shall have the meaning assigned to such term in Section 11.04(c).



     “Regulation” shall have the meaning assigned to such term in Section 3.27.



     “Regulation D” shall mean Regulation D of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.



     “Regulation T” shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation U” shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Regulation X” shall mean Regulation X of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof.



     “Reimbursement Obligations” shall mean each applicable Borrower’s obligations under
Section 2.18(e) to reimburse LC Disbursements.



     “Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used or
useful in a Similar Business; provided that any assets received by any Loan Party in
exchange for assets transferred by a Loan Party shall not be deemed to be Related Business Assets
if they consist of securities of a person, unless upon receipt of the securities of such person,
such person would become a Loan Party.



     “Related Parties” shall mean, with respect to any person, such person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such person and of such person’s
Affiliates.



     “Related Security” shall mean, with respect to any Receivable, all of the applicable
Securitization Subsidiary’s interest in the inventory and goods (including returned or repossessed
inventory or goods), if any, the sale of which by the applicable Company gave rise to such
Receivable, and all insurance contracts with respect thereto, all other security interests or liens



	 	 	 	 	 
	 
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and property subject thereto from time to time, if any, purporting to secure payment of such
Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with
all financing statements and security agreements describing any collateral securing such
Receivable, all guaranties, letters of credit, letter-of-credit rights, supporting obligations,
insurance and other agreements or arrangements of whatever character from time to time supporting
or securing payment of such Receivable whether pursuant to the contract related to such Receivable
or otherwise, all service contracts and other contracts and agreements associated with such
Receivable, all records related to such Receivable, and all of the applicable Securitization
Subsidiaries’ right, title and interest in, to and under the applicable Securitization Facility
documentation.




     “Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating
or migrating of any Hazardous Material in, into, onto or through the Environment.



     “Relevant Amount” shall have the meaning assigned to such term in Section 2.06(j).



     “Relevant Currency Equivalent” shall mean the Dollar Equivalent or each Alternate Currency
Equivalent, as applicable.



     “Rent Reserve” shall mean a Reserve established by the Funding Agent in an amount equal to the
latest three months rent payments made by any Borrower or Borrowing Base Guarantor for each
location at which Inventory of the Borrowers and Borrowing Base Guarantors is located that is not
subject to a Landlord Access Agreement or Bailee Letter (as reported to the Funding Agent by the
Administrative Borrower from time to time as requested by the Funding Agent), as such amount may be
adjusted from time to time by the Funding Agent in its Permitted Discretion taking into account any
statutory provisions detailing the extent to which landlords, warehousement or other bailees may
make claims against Inventory located thereon.



     “Required Class Lenders” shall mean, with respect to any Class of Loans, Lenders having more
than 50% of the sum of all outstanding Commitments (or after the termination thereof, outstanding
Revolving Exposure of such Class).



     “Required Lenders” shall mean Lenders having more than 50% of the sum of all outstanding
Commitments (or after the termination thereof, Total Revolving Exposure).



     “Requirements of Law” shall mean, collectively, any and all legally binding requirements of
any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances,
rules, regulations, statutes or case law.



     “Reserves” shall mean reserves established from time to time against the Borrowing Base by the
Funding Agent pursuant to Section 2.01(d) or otherwise in accordance with this Agreement.



     “Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24),
and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i)
clean up, remove, treat, abate or in any other way address any Hazardous Material in the
Environment; (ii) prevent the Release or threat of Release, or minimize the



	 	 	 	 	 
	 
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further Release, of any Hazardous Material; or (iii) perform studies and investigations in
connection with, or as a precondition to, or to determine the necessity of the activities described
in, clause (i) or (ii) above.




     “Responsible Officer” shall mean, with respect to any Person, any of the principal executive
officers, managing members or general partners of such Person but, in any event, with respect to
financial matters, the chief financial officer, treasurer or controller of such person.



     “Restricted Grantor” shall mean a Loan Party that has granted a Guarantee that is subject to
limitations that impair in any material respect the benefit of such Guarantee (as determined by the
Funding Agent in its Permitted Discretion) (it being expressly understood and agreed that (i) no
Loan Party that is a Canadian Borrower, a Canadian Guarantor, a U.K. Borrower, a U.K. Guarantor, a
U.S. Borrower or a U.S. Guarantor shall be a Restricted Grantor and (ii) except as may be otherwise
determined by the Funding Agent in its Permitted Discretion, each Loan Party that is a German
Guarantor, an Irish Guarantor, a Swiss Borrower, a Swiss Guarantor or a Brazilian Guarantor shall
be a Restricted Grantor).



     “Restricted Sub-Participation” shall mean a sub-participation of the rights and/or the
obligations of a Lender under this Agreement which is not substantially in the form recommended
from time to time by the London Loan Market Association (LMA) (including, in particular, a
provision on status of participation substantially in the form set out in Clause 6.1 of the LMA
Funded Participation (PAR) form as at the date of this Agreement and Clause 7.1 of the current LMA
Risk Participation (PAR) form as at the date of this Agreement, except for changes that have been
approved by the Funding Agent.



     “Revolving Availability Period” shall mean the period from and including the Closing Date to
but excluding the earlier of (i) the Business Day preceding the Final Maturity Date and (ii) the
date of termination of the Revolving Commitments.



     “Revolving Commitment” shall mean, with respect to each Lender, such Lender’s Canadian
Commitment and/or U.S./European Commitment.



     “Revolving Credit Priority Collateral” shall mean all “Revolving Credit Priority Collateral”
as defined in the Intercreditor Agreement.



     “Revolving Exposure” shall mean, with respect to any Lender at any time, the sum of the
aggregate U.S./European Revolving Exposure of such Lender and the aggregate Canadian Revolving
Exposure of such Lender.



     “Revolving Lender” shall mean a Lender with a Revolving Commitment.



     “Revolving Loan” shall have the meaning assigned to such term in Section 2.01(b).



     “S&P” shall mean Standard & Poor’s Rating Services.



     “Sale and Leaseback Transaction” shall have the meaning assigned to such term in Section
6.03.



	 	 	 	 	 
	 
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     “Sarbanes-Oxley Act” shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and
all rules and regulations promulgated thereunder.



     “Secured Debt Agreement” shall mean (i) this Agreement, (ii) the other Loan Documents and
(iii) any Treasury Services Agreement entered into by a Loan Party with any counterparty that is a
Secured Party.



     “Secured Obligations” shall mean (a) the Obligations and (b) the due and punctual payment and
performance of all obligations of the Borrowers and the other Loan Parties (including overdrafts
and related liabilities) under each Treasury Services Agreement entered into with any counterparty
that is a Secured Party.



     “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent,
the Funding Agent, the Canadian Funding Agent, any Receiver or Delegate, each other Agent, the
Lenders, the Issuing Banks, and each party providing services to a Loan Party pursuant to a
Treasury Services Agreement, if at the date of entering into such Treasury Services Agreement (or,
with respect to Treasury Services Agreements in effect at the date hereof, at the date hereof) such
person was a Lender, Arranger or Agent (or an Affiliate of a Lender, Arranger or Agent) (i) with an
investment grade credit rating with respect to its unsecured debt or liabilities from Moody’s and
S&P or (ii) otherwise approved by the Funding Agent, and in each case (with respect to any
Affiliate of a Lender) such person executes and delivers to the Funding Agent a letter agreement
substantially in the form of Exhibit S attached hereto or in such other form as may be
acceptable to the Funding Agent pursuant to which such person (i) appoints the Collateral Agent as
its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of
Section 10.03, Section 10.09, the Intercreditor Agreement and the Security
Documents as if it were a Lender.



     “Securities Act” shall mean the Securities Act of 1933.



     “Securities Collateral” shall mean, collectively, the Pledged Securities, the Pledged
Intercompany Notes and the Distributions.



     “Securitization Assets” means all existing or hereafter acquired or arising (i) Receivables
that are sold, assigned or otherwise transferred pursuant to a Securitization Facility, (ii) the
Related Security with respect to the Receivables referred to in clause (i) above, (iii) the
collections and proceeds of the Receivables and Related Security referred to in clauses (i) and
(ii) above, (iv) all lockboxes, lockbox accounts, collection accounts or other deposit accounts
into which such collections are deposited (and in any event excluding any lockboxes, lockbox
accounts, collection accounts or deposit accounts that any Loan Party or any Company organized
under the laws of Germany has an interest in) and which have been specifically identified and
consented to by the Funding Agent, and (v) all other rights and payments which relate solely to
such Receivables.



     “Securitization Facility” means each transaction or series of related transactions that effect
the securitization of Receivables of a person; provided that no Receivables or other
property of any Borrower, Borrowing Base Guarantor or any Company organized or conducting business
in a Principal Jurisdiction shall be subject to a Securitization Facility.




	 	 	 
	 
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     “Securitization Subsidiary” means any special purpose financial subsidiary established by a
Company for the sole purpose of consummating one or more Securitization Facilities and in respect
of which no Company (other than a Securitization Subsidiary) has any obligation to maintain or
preserve such Securitization Subsidiary’s financial condition or cause such Securitization
Subsidiary to achieve specified levels of operating results.



     “Security Agreement” shall mean each U.S. Security Agreement, each Canadian Security
Agreement, each U.K. Security Agreement, each Swiss Security Agreement, each German Security
Agreement, each Irish Security Agreement, each Brazilian Security Agreement, and each other
Security Agreement entered into pursuant to Section 5.11(b), individually and collectively,
as the context may require.



     “Security Agreement Collateral” shall mean all property pledged or granted as collateral
pursuant to any Security Agreement (a) on the Closing Date or (b) thereafter pursuant to
Section 5.11.



     “Security Documents” shall mean each Security Agreement, the Mortgages, any Security Trust
Deed, and each other security document, deed of trust, charge or pledge agreement delivered in
accordance with applicable local or foreign law to grant a valid, perfected security interest in
any property as collateral for the Secured Obligations, and all UCC or other financing statements
or financing change statements, control agreements, bailee notification letters, or instruments of
perfection required by this Agreement, any Security Agreement, any Mortgage or any other such
security document, charge or pledge agreement to be filed with respect to the security interests in
property and fixtures created pursuant to any Security Agreement or any Mortgage and any other
document or instrument utilized to pledge or grant or purport to pledge or grant a security
interest or lien on any property as collateral for the Secured Obligations or to perfect, obtain
control over or otherwise protect the interest of the Collateral Agent therein.



     “Security Trust Deed” shall mean any security trust deed to be executed by, among others, the
Collateral Agent, the Funding Agent and any Loan Party granting security over U.K. or Irish assets
of any Loan Party.



     “Senior Note Agreement” shall mean the indenture dated as of February 3, 2005, pursuant to
which the Senior Notes were issued and any other indenture, note purchase agreement or other
agreement pursuant to which Senior Notes are issued in a Permitted Refinancing of the Senior Notes.



     “Senior Note Documents” shall mean the Senior Notes, the Senior Note Agreement, the Senior
Note Guarantees and all other documents executed and delivered with respect to the Senior Notes or
the Senior Note Agreement.



     “Senior Note Guarantees” shall mean the guarantees of the Loan Parties (other than Holdings)
and the other guarantors pursuant to the Senior Note Agreement.



     “Senior Notes” shall mean Canadian Borrower’s 7-1/4% Senior Notes due 2015 issued pursuant to
the Senior Note Agreement and any senior notes issued pursuant to a Permitted




	 	 	 
	 
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Refinancing of the Senior Notes (including the registered notes issued in exchange for Senior
Notes with substantially identical terms as the Senior Notes so exchanged).



     “Settlement” has the meaning assigned to such term in Section 2.17(c).



     “Settlement Date” has the meaning assigned to such term in Section 2.17(c).



     “Significant Event of Default” shall mean any Event of Default under Section 8.01(a),
(b), (g) or (h).



     “Similar Business” shall mean any business conducted by the Canadian Borrower and the other
Loan Parties on the Closing Date as described in the Confidential Information Memorandum (or, in
the good faith judgment of the Board of Directors, which are substantially related thereto or are
reasonable extensions thereof).



     “Specified Foreign Currency” has the meaning assigned to such term in Section 2.01(a).



     “Specified Foreign Currency Funding Capacity” at any date of determination, for any Lender,
shall mean the ability of such Lender to fund U.S./European Revolving Loans denominated in a
Specified Foreign Currency, as set forth in the records of the Funding Agent as notified in writing
by such Lender to the Funding Agent within three (3) Business Days of such Lender becoming a Lender
hereunder.



     “Specified Foreign Currency Loan” has the meaning assigned to such term in Section
12.01(a).



     “Specified Foreign Currency Participation” has the meaning assigned to such term in
Section 12.01(a).



     “Specified Foreign Currency Participation Fee” has the meaning assigned to such term in
Section 12.06.



     “Specified Foreign Currency Participation Settlement” has the meaning assigned to such term in
Section 12.02(i).



     “Specified Foreign Currency Participation Settlement Amount” has the meaning assigned to such
term in Section 12.02(ii).



     “Specified Foreign Currency Participation Settlement Date” has the meaning assigned to such
term in Section 12.02(i).



     “Specified Foreign Currency Participation Settlement Period” has the meaning assigned to such
term in Section 12.02(i).



     “Specified Holders” shall mean the Persons listed on Schedule 1.01(g).



     “Spot Selling Rate” shall mean on any date of determination (a) when used by the
Administrative Borrower to calculate the Borrowing Base, the spot selling rate posted by the




	 	 	 
	 
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Federal Reserve Bank of New York on its website for the sale of the applicable currency for
Dollars at approximately 11:00 a.m. (Chicago time) on such date and (b) for all other purposes, the
spot selling rate determined by the Funding Agent which shall be the spot selling rate posted by
Reuters on its website for the sale of the applicable currency for Dollars at approximately 4:00
p.m. (Chicago time) on the prior Business Day; provided that if such rate is not
available, such rate shall be the spot selling rate posted by the Federal Reserve Bank of New York
on its website for the sale of the applicable currency for Dollars at approximately 4:00 p.m.
(Chicago time) on the prior Business Day



     “Standby Letter of Credit” shall mean any standby letter of credit or similar instrument
issued for the purpose of supporting obligations of Holdings or any of its Subsidiaries not
prohibited by this Agreement.



     “Statutory Reserves” shall mean (a) for any Interest Period for any Eurocurrency Borrowing in
dollars, the average maximum rate at which reserves (including any marginal, supplemental or
emergency reserves) are required to be maintained during such Interest Period under Regulation D by
member banks of the United States Federal Reserve System in New York City with deposits exceeding
one billion dollars against “Eurocurrency liabilities” (as such term is used in Regulation D), (b)
for any Interest Period for any portion of a Borrowing in GBP, the average maximum rate at which
reserves (including any marginal, supplemental or emergency reserves), if any, are in effect on
such day for funding in GBP maintained by commercial banks which lend in GBP, (c) for any Interest
Period for any portion of a European Swingline Borrowing in Swiss francs, the average maximum rate
at which reserves (including any marginal, supplemental or emergency reserves), if any, are in
effect on such day for funding in Swiss francs maintained by commercial banks which lend in Swiss
francs or (d) for any Interest Period for any portion of a Borrowing in euros, the average maximum
rate at which reserves (including any marginal, supplemental or emergency reserves), if any, are in
effect on such day for funding in euros maintained by commercial banks which lend in euros.
Eurocurrency Borrowings and EURIBOR Borrowings shall be deemed to constitute Eurocurrency
liabilities and to be subject to such reserve requirements without benefit of or credit for
proration, exceptions or offsets which may be available from time to time to any Lender under
Regulation D.



     “Sub-Class,” when used in reference to any U.S./European Revolving Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are U.S. Revolving Loans, U.K.
Revolving Loans or Swiss Revolving Loans.



     “Subordinated Debt Loan” shall mean that certain loan extended by AV Metals to Holdings in the
aggregate principal amount of $900,000,000, as evidenced by the Promissory Note, dated May 15,
2007, made by Holdings in favor of AV Metals, as such loan may be increased by any Additional
Subordinated Debt Loan or amended, in each case in accordance with the terms hereof;
provided that to the extent the provisions of the definition of Permitted Holdings
Amalgamation are complied with, the Subordinated Debt Loan in effect on the Closing Date and any
Additional Subordinated Debt Loan incurred after the Closing Date and prior to the date of the
Permitted Holdings Amalgamation may become an obligation of the Canadian Borrower after the
Permitted Holdings Amalgamation occurs; provided, further, that all other




	 	 	 
	 
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Subordinated Debt Loans, if any, shall at all times be and remain unsecured obligations solely
of Holdings.



     “Subordinated Indebtedness” shall mean Indebtedness of a Loan Party that is subordinated by
its terms (including pursuant to the terms of any subordination agreement, intercreditor agreement,
or otherwise) in right of payment to the Obligations of such Loan Party, including the Subordinated
Debt Loan.



     “Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person
the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such
date, (ii) any other corporation, limited liability company, association or other business entity
of which securities or other ownership interests representing more than 50% of the voting power of
all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors thereof are, as of such date, owned, controlled or held by the
parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general
partner or the managing general partner of which is the parent and/or one or more subsidiaries of
the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries
of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or
more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a
Subsidiary of Holdings. Notwithstanding the foregoing, Logan shall not be treated as a Subsidiary
hereunder or under the other Loan Documents unless it qualifies as a Subsidiary under clause (ii)
of this definition.



     “Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(b), and each
other Subsidiary that is or becomes a party to this Agreement as a Subsidiary Guarantor pursuant to
Section 5.11.



     “Supermajority Lenders” shall mean at any time, Lenders having more than 66-2/3% of the sum of
all outstanding Commitments (or after the termination thereof, Total Revolving Exposure).



     “Survey” shall mean a survey of any Mortgaged Property (and all improvements thereon) which is
(a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where
such Mortgaged Property is located, (ii) current as of a date which shows all exterior construction
on the site of such Mortgaged Property or any easement, right of way or other interest in the
Mortgaged Property has been granted or become effective through operation of law or otherwise with
respect to such Mortgaged Property which, in either case, can be depicted on a survey, unless
otherwise acceptable to the Collateral Agent, (iii) certified by the surveyor (in a manner
reasonably acceptable to the Funding Agent) to the Funding Agent, the Collateral Agent and the
Title Company, (iv) complying in all respects with the minimum detail requirements of the American
Land Title Association (or the local equivalent) as such requirements are in effect on the date of
preparation of such survey and (v) sufficient for the Title Company to remove all standard survey
exceptions from the title insurance policy (or commitment) relating to such Mortgaged Property and
issue the endorsements of the type required by Section 4.01(o)(iii) or (b) otherwise
acceptable to the Collateral Agent.




	 	 	 
	 
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     “Swingline Exposure” shall mean at any time the sum of (a) U.S. Swingline Exposure
plus (b) European Swingline Exposure.



     “Swingline Lender” mean, individually and collectively, as the context may require, the U.S.
Swingline Lender and the European Swingline Lender.



     “Swingline Loan” shall mean any loan made by a Swingline Lender pursuant to Section
2.17.



     “Swiss Borrower” shall have the meaning assigned to such term in the preamble hereto.



     “Swiss Borrowing Base” shall mean at any time an amount equal to the sum of the Dollar
Equivalent of, without duplication:



     (i) the book value of Eligible Large Customer Swiss Accounts, multiplied by the advance rate
of 85%, plus



     (ii) the book value of Eligible Small Customer Swiss Accounts, multiplied by the “Applicable
Percentage” (as defined in the Receivables Purchase Agreement), multiplied by the advance rate of
85%, minus



     (iii) effective upon notification thereof to Administrative Borrower by the Collateral Agent
and compliance with Section 2.01(d), any Reserves established from time to time by the
Collateral Agent with respect to the Swiss Borrowing Base in accordance with the terms of this
Agreement.



     The Swiss Borrowing Base at any time shall be determined by reference to the most recent
Borrowing Base Certificate theretofore delivered to the Collateral Agent and the Funding Agent with
such adjustments as Funding Agent and Collateral Agent deem appropriate in its Permitted Discretion
to assure that the Swiss Borrowing Base is calculated in accordance with the terms of this
Agreement.



     “Swiss francs” or “CHF” shall mean lawful money of Switzerland.



     “Swiss Franc Denominated Loan” shall mean each European Swingline Loan denominated in Swiss
Francs at the time of the incurrence thereof, unless and until converted into Dollar Denominated
Loans pursuant to Section 2.09.



     “Swiss Guarantor” shall mean each Subsidiary of Holdings organized in Switzerland (other than
the Swiss Borrower) party hereto as a Guarantor, and each other Subsidiary of Holdings organized in
Switzerland that is required to become a Guarantor pursuant to the terms hereof.



     “Swiss Loan Party” shall mean the Swiss Borrower or a Swiss Guarantor.



     “Swiss Non-Qualifying Bank” shall mean a (Swiss or non-Swiss) Person that does not qualify as
a Swiss Qualifying Bank.




	 	 	 
	 
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     “Swiss Qualifying Bank” shall mean a (Swiss or non-Swiss) financial institution which (i)
qualifies as a bank pursuant to the banking laws in force in its country of incorporation, (ii)
carries on a true banking activity in such jurisdiction as its main purpose, and (iii) has
personnel, premises, communication devices and decision-making authority of its own, all as per the
guidelines of the Swiss Federal Tax Administration No. S-02.122.1(4.99), No. S-02.122.2(4.99),
S-02-123(9.86), No. S-02.128(1.2000) and No. S-02.130(4.99) or legislation or guidelines addressing
the same issues which are in force at such time.



     “Swiss Revolving Exposure” shall mean, with respect to any Lender at any time, the Dollar
Equivalent of the aggregate principal amount at such time of all outstanding Swiss Revolving Loans
of such Lender, plus the Dollar Equivalent of the aggregate amount at such time of such
Lender’s European LC Exposure, plus the Dollar Equivalent of the aggregate amount at such
time of such Lender’s European Swingline Exposure.



     “Swiss Revolving Loan” shall have the meaning assigned to such term in Section
2.01(a).



     “Swiss Security Agreement” shall mean, collectively, any Security Agreement substantially in
the form of Exhibits M-4-1 to 7 among the Swiss Loan Parties and the Collateral
Agent for the benefit of the Secured Parties.



     “Swiss Withholding Tax” shall mean any withholding tax in accordance with the Swiss Federal
Statute on Anticipatory Tax of 13 October 1965 (Bundesgesetz uber die Verrechnungssteuer) and any
successor provision, as appropriate.



     “Syndication Agent” shall have the meaning assigned to such term in the preamble hereto.



     “TARGET” shall mean the Trans-European Automated Real-Time Gross Settlement Express Transfer
payment system (or any successor payment system).



     “TARGET Day” shall mean any day on which TARGET is open for the settlement of payments in
Euro.



     “Tax Deduction” has the meaning assigned to such term in Section 2.15(i).



     “Tax Return” shall mean all returns, statements, filings, attachments and other documents or
certifications required to be filed in respect of Taxes.



     “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions,
withholdings, payroll, social security, employment and unemployment taxes, assessments, fees or
other charges imposed by any Taxing Authority, including any interest, additions to tax or
penalties applicable thereto.



     “Taxing Authority” shall mean any governmental entity of any jurisdiction or political
subdivision thereof with the authority to impose, assess, and collect Taxes and engage in
activities of a similar nature with respect to such Taxing Authority.




	 	 	 
	 
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     “Ten Non-Bank Regulations” shall mean the regulations pursuant to the guidelines No.
S-02.122.1(4.99), No. S-02.128(1.2000) and No. S-02.130.1(4.99) of the Swiss Federal Tax
Administration (or legislation or guidelines addressing the same issues which are in force at such
time) pursuant to which the aggregate number of Lenders of a Swiss Borrower under this Agreement
which are not Swiss Qualifying Banks shall not at any time exceed ten.



     “Term Loan Administrative Agent” shall mean UBS AG, Stamford Branch, in its capacity as
administrative agent under the Term Loan Credit Agreement, and its successors and assigns in such
capacity.



     “Term Loan Agents” shall mean the “Agents” (as defined in the Term Loan Documents, including
the Term Loan Administrative Agent and the Term Loan Collateral Agent).



     “Term Loan Collateral Agent” shall mean UBS AG, Stamford Branch, in its capacity as collateral
agent under the Term Loan Credit Agreement, and its successors and assigns in such capacity.



     “Term Loan Credit Agreement” shall mean (i) that certain credit agreement dated as of the date
hereof among the Loan Parties party thereto, the lenders party thereto, the Arrangers, as joint
lead arrangers, and UBS AG, Stamford Branch, as administrative agent and as collateral agent for
the Term Loan Secured Parties, as amended, restated, supplemented or modified from time to time to
the extent permitted by this Agreement and the Intercreditor Agreement and (ii) any other credit
agreement, loan agreement, note agreement, promissory note, indenture or other agreement or
instrument evidencing or governing the terms of any indebtedness or other financial accommodation
that has been incurred to extend (subject to the limitations set forth herein and in the
Intercreditor Agreement) or refinance in whole or in part the indebtedness and other obligations
outstanding under the (x) credit agreement referred to in clause (i) or (y) any subsequent Term
Loan Credit Agreement, in each case which constitutes a Permitted Term Loan Facility Refinancing
with respect to the Term Loans, unless such agreement or instrument expressly provides that it is
not intended to be and is not a Term Loan Credit Agreement hereunder. Any reference to the Term
Loan Credit Agreement hereunder shall be deemed a reference to any Term Loan Credit Agreement then
in existence.



     “Term Loan Documents” shall mean the Term Loan Credit Agreement and the other Loan Documents
as defined in the Term Loan Credit Agreement, including the mortgages and other security documents,
guaranties and the notes issued thereunder.



     “Term Loan Obligations” shall mean the Term Loans and the guarantees by the Loan Parties under
the Term Loan Documents.



     “Term Loan Priority Collateral” shall have the meaning provided in the Intercreditor
Agreement.



     “Term Loan Secured Parties” shall mean the Term Loan Administrative Agent, the Term Loan
Collateral Agent and each Person that is a lender under the Term Loan Credit Agreement.




	 	 	 
	 
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     “Term Loan Security Documents” shall have the meaning assigned to the term “Security
Documents” in the Term Loan Credit Agreement.



     “Term Loans” shall mean the senior secured term loans under the Term Loan Credit Agreement.



     “Test Period” shall mean, at any time, the four consecutive fiscal quarters of Canadian
Borrower then last ended (in each case taken as one accounting period).



     “Title Company” shall mean any title insurance company as shall be retained by Borrower and
reasonably acceptable to the Funding Agent.



     “Title Policy” shall have the meaning assigned to such term in Section 4.01(o)(iii).



     “Total Adjusted Borrowing Base” shall mean, at any time, the sum of (i) the U.S. Borrowing
Base at such time, plus (ii) the Canadian Borrowing Base at such time, plus (iii) the lesser of (A)
the U.K. Borrowing Base and (B) $325 million, minus (without duplication) (iv) Reserves against the
Total Borrowing Base or any component thereof (other than the Swiss Borrowing Base).



     “Total Adjusted Revolving Exposure” shall mean, at any time, the Total Revolving Exposure
minus Swiss Revolving Exposure.



     “Total Borrowing Base” shall mean, at any time, the sum of (i) the U.S. Borrowing Base at such
time, plus (ii) the Canadian Borrowing Base at such time, plus (iii) the European
Borrowing Base at such time, minus (without duplication) (iv) Reserves against the Total
Borrowing Base or any component thereof.



     “Total Canadian Commitment” shall mean, at any time, the sum of the Canadian Commitments of
each of the Lenders at such time.



     “Total Canadian Revolving Exposure” shall mean, at any time, the sum of the Canadian Revolving
Exposure of each of the Lenders at such time.



     “Total Commitment” shall mean, at any time, the sum of the Total Canadian Commitment and the
Total U.S./European Commitment.



     “Total European Revolving Exposure” shall mean, at any time, the sum of the Total Swiss
Revolving Exposure and Total U.K. Revolving Exposure at such time.



     “Total Leverage Ratio” shall mean, at any date of determination, the ratio of Consolidated
Indebtedness on such date to Consolidated Adjusted EBITDA for the four consecutive fiscal quarters
of Canadian Borrower then last ended (in each case taken as one accounting period) for which
financial statements have been delivered (or if financial statements with respect to the most
recently ended fiscal quarter are required to but, have not been delivered, for which financial
statements are then required to have been delivered).




	 	 	 
	 
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     “Total Revolving Exposure” shall mean, at any time, the sum of the Revolving Exposure of each
of the Lenders at such time.



     “Total Swiss Revolving Exposure” shall mean, at any time, the sum of the Swiss Revolving
Exposure of each of the Lenders at such time.



     “Total U.K. Revolving Exposure” shall mean, at any time, the sum of the U.K. Revolving
Exposure of each of the Lenders at such time.



     “Total U.S. Revolving Exposure” shall mean, at any time, the sum of the U.S. Revolving
Exposure of each of the Lenders at such time.



     “Total U.S./European Commitment” shall mean, at any time, the sum of the U.S./European
Commitments of each of the Lenders at such time.



     “Total U.S./European Revolving Exposure” shall mean, at any time, the sum of the U.S./European
Revolving Exposure of each of the Lenders at such time.



     “Transaction Documents” shall mean the Loan Documents and the Term Loan Documents.



     “Transactions” shall mean, collectively, the transactions to occur on or prior to the Closing
Date pursuant to the Transaction Documents, including (a) the execution, delivery and performance
of the Loan Documents and the initial borrowings hereunder; (b) the Refinancing; (c) the execution,
delivery and performance of the Term Loan Documents and the borrowings thereunder; and (d) the
payment of all fees and expenses to be paid on or prior to the Closing Date and owing in connection
with the foregoing.



     “Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.



     “Treasury Services Agreement” shall mean any agreement relating to treasury, depositary pooled
account or netting arrangements (including the European Cash Pooling Arrangements) and cash
management services or automated clearinghouse transfer of funds.



     “Treaty Lender” shall have the meaning assigned to such term in clause (C) of the definition
of “U.K. Qualifying Lender”.



     “Twenty Non-Bank Regulations” shall mean the regulations pursuant to the guidelines No.
S-02.122.1(4.99), No. S-02.122.2(4.99), No. S-02.128(1.2000) and No. S-02.130.1(4.99) of the Swiss
Federal Tax Administration (or legislation or guidelines addressing the same issues which are in
force at such time) pursuant to which the aggregate number of persons and legal entities, which are
not Swiss Qualifying Banks and to which the Swiss Borrower directly or indirectly, including,
without limitation, through a Restricted Sub-Participation or other sub-participations under any
other agreement, owes interest-bearing borrowed money under all interest-bearing instruments
including, inter alia, this Agreement, taken together (other than bond issues which are subject to
Swiss Withholding Tax), shall not exceed twenty at any time in order to not trigger Swiss
Withholding Tax.




	 	 	 
	 
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     “Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted EURIBOR Rate, the Adjusted LIBOR Rate, the Alternate Base Rate, the Canadian Base Rate or
the BA Rate (in each case with regard to a Loan of a given currency).



     “UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as
otherwise specified) in any applicable state or jurisdiction.



     “U.K. Borrower” shall have the meaning assigned to such term in the preamble hereto.



     “U.K. Borrowing Base” shall mean at any time an amount equal to the sum of the Dollar
Equivalent of, without duplication:



     (i) the book value of Eligible U.K. Accounts multiplied by the advance rate of 85%,
minus



     (ii) the lesser of (i) the advance rate of 75% of the Cost of Eligible U.K. Inventory, or (ii)
the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible U.K.
Inventory, minus



     (iii) effective upon notification thereof to Administrative Borrower by the Collateral Agent
and compliance with Section 2.01(d), any Reserves established from time to time by the
Collateral Agent with respect to the U.K. Borrowing Base in accordance with the terms of this
Agreement.



     The U.K. Borrowing Base at any time shall be determined by reference to the most recent
Borrowing Base Certificate theretofore delivered to the Collateral Agent and the Funding Agent with
such adjustments as Funding Agent and Collateral Agent deem appropriate in their collective
Permitted Discretion to assure that the U.K. Borrowing Base is calculated in accordance with the
terms of this Agreement.



     “U.K. Guarantor” shall mean each Subsidiary of Holdings incorporated in England and Wales
(other than the U.K. Borrower) party hereto as a Guarantor, and each other Subsidiary of Holdings
incorporated in England and Wales that is required to become a Guarantor pursuant to the terms
hereof.



     “U.K. Loan Party” shall mean each of the U.K. Borrower and each U.K. Guarantor.



     “U.K. Qualifying Lender” shall mean a Lender which is beneficially entitled to interest
payable to that Lender in respect of an advance under this Agreement or any other Loan Document and
is:




	 	(A)	 	a lender:






	 	(i)	 	which is a bank (as defined for the purpose of
Section 879 of the Income Taxes Act 2007) making an advance under this
Agreement or any other Loan Document, or






	 	 	 
	 
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	 	(ii)	 	in respect of an advance made under this
Agreement or any other Loan Document by a person that was a bank (as
defined for the purpose of Section 879 of the Income Taxes Act 2007) at
the time that that advance was made,
	 
	 	 	 	and which is within the charge to United Kingdom corporation tax as
respects any payments of interest made in respect of that advance; or






	 	(B)	 	a lender which is:






	 	(i)	 	a company resident in the United Kingdom for
United Kingdom tax purposes;
	 
	 	(ii)	 	a partnership each member of which is either:






	 	(I)	 	a company resident in the United
Kingdom for United Kingdom tax purposes; or
	 
	 	(II)	 	a company not so resident in the
United Kingdom which carries on a trade in the United Kingdom
through a permanent establishment and which is required to bring
into account in computing its chargeable profits (within the
meaning of Section 11(2) of the Income and Corporation Taxes Act
1988) the whole of any share of interest payable in respect of
that advance that falls to it by reason of Sections 114 and 115
of the Income and Corporation Taxes Act 1988; or






	 	(iii)	 	a company not so resident in the United
Kingdom which carries on a trade in the United Kingdom through a
permanent establishment and which brings into account that interest
payable in respect of that advance in computing the chargeable profits
(for the purposes of Section 11(2) of the Income and Corporation Taxes
Act 1988) of that company; or






	 	(C)	 	a lender which:






	 	(i)	 	is treated as a resident of a jurisdiction having a double
taxation agreement with the United Kingdom which makes provision for
full exemption from tax imposed by the United Kingdom on interest for
the purposes of the treaty; and
	 
	 	(ii)	 	does not carry on a business in the United Kingdom through a
permanent establishment with which the Lender’s






	 	 	 
	 
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	 	 	 	participation in the Loan is effectively connected (a “Treaty
Lender”).





     “U.K. Revolving Exposure” shall mean, with respect to any Lender at any time, the Dollar
Equivalent of the aggregate principal amount at such time of all outstanding U.K. Revolving Loans
of such Lender.



     “U.K. Revolving Loan” shall have the meaning assigned to such term in Section 2.01(a).



     “U.K. Security Agreement” shall mean, collectively, any Security Agreement substantially in
the form of Exhibits M-3-1 to 3 among the U.K. Loan Parties and the Collateral
Agent for the benefit of the Secured Parties, including the U.K. Share Charge.



     “U.K. Share Charge” shall mean shall mean a Security Agreement in substantially the form of
Exhibit M-3-2, among the Canadian Borrower and the Collateral Agent.



     “United States” shall mean the United States of America.



     “Unpaid Supplier Reserve” shall mean, at any time, with respect to the Canadian Loan Parties,
the amount equal to the percentage applicable to Inventory in the calculation of the Canadian
Borrowing Base multiplied by the aggregate value of the Eligible Inventory which the Funding Agent,
in its Permitted Discretion, considers is or may be subject to a right of a supplier to repossess
goods pursuant to Section 81.1 of the Bankruptcy and Insolvency Act (Canada) or any other laws of
Canada or any other applicable jurisdiction granting revendication or similar rights to unpaid
suppliers, in each case, where such supplier’s right ranks or is capable of ranking in priority to
or pari passu with one or more of the First Priority Liens granted in the Security Documents.



     “Unrestricted Grantors” shall mean Loan Parties that are not Restricted Grantors.



     “U.S. Borrower” shall mean each Initial U.S. Borrower, and each other Subsidiary (which is
organized under the laws of the United States or any state thereof or the District of Columbia)
that is or becomes a party to this Agreement as a U.S. Borrower pursuant to Section 5.11.



     “U.S. Borrowing Base” shall mean at any time an amount equal to the sum of, without
duplication:



     (i) the book value of Eligible U.S. Accounts multiplied by the advance rate of 85%,
plus



     (ii) the lesser of (i) the advance rate of 75% of the Cost of Eligible U.S. Inventory, or (ii)
the advance rate of 85% of the Net Recovery Cost Percentage multiplied by the Cost of Eligible U.S.
Inventory, minus



     (iii) effective upon notification thereof to Administrative Borrower by the Collateral Agent
and compliance with Section 2.01(d), any Reserves established from time to time by the




	 	 	 
	 
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Collateral Agent with respect to the U.S. Borrowing Base in accordance with the terms of the
Agreement.



     The U.S. Borrowing Base at any time shall be determined by reference to the most recent
Borrowing Base Certificate theretofore delivered to the Collateral Agent and the Funding Agent with
such adjustments as Funding Agent and Collateral Agent deem appropriate in their collective
Permitted Discretion to assure that the U.S. Borrowing Base is calculated in accordance with the
terms of this Agreement.



     “U.S. LC Exposure” shall mean at any time the sum of (a) the Dollar Equivalent of the
aggregate undrawn amount of all outstanding U.S. Letters of Credit at such time plus (b)
the Dollar Equivalent of the aggregate principal amount of all U.S. Reimbursement Obligations
outstanding at such time. The U.S. LC Exposure of any U.S./European Lender at any time shall mean
its Pro Rata Percentage of the aggregate U.S. LC Exposure at such time.



     “U.S. Letter of Credit” shall have the meaning assigned to such term in Section
2.18(a).



     “U.S. Reimbursement Obligations” shall mean each applicable Borrower’s obligations under
Section 2.18(e) to reimburse LC Disbursements in respect of U.S. Letters of Credit.



     “U.S. Revolving Exposure” shall mean, with respect to any U.S./European Lender at any time,
the Dollar Equivalent of the aggregate principal amount at such time of all outstanding U.S
Borrower Revolving Loans of such Lender, plus the Dollar Equivalent of the aggregate amount
at such time of such Lender’s U.S. LC Exposure, plus the Dollar Equivalent of the aggregate
amount at such time of such Lender’s U.S. Swingline Exposure.



     “U.S. Revolving Loan” shall have the meaning assigned to such term in Section 2.01(a).



     “U.S. Security Agreement” shall mean a Security Agreement substantially in the form of
Exhibit M-1 among the U.S. Borrowers and the Collateral Agent for the benefit of the
Secured Parties.



     “U.S. Swingline Exposure” shall mean at any time the aggregate principal amount at such time
of all outstanding U.S. Swingline Loans. The U.S. Swingline Exposure of any Revolving Lender at
any time shall equal its Pro Rata Percentage of the aggregate U.S. Swingline Exposure at such time.



     “U.S. Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.



     “U.S. Swingline Loan” shall have the meaning assigned to such term in Section 2.17(a).



     “U.S./European Commitments” shall mean, with respect to each Lender, the commitment, if any,
of such Lender to make U.S./European Revolving Loans and purchase participations in U.S./European
Letters of Credit hereunder up to the amount set forth on Schedule I to the Lender Addendum
executed and delivered by such Lender directly under the column entitled “U.S./European Commitment”
or in an Increase Joinder, or in the Assignment and Assumption pursuant to which such Lender
assumed its U.S./European Commitment, as




	 	 	 
	 
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applicable, as the same may be (a) increased pursuant to Section 2.23, (b) reduced
from time to time pursuant to Section 2.07 and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 11.04. The aggregate
amount of the Lenders’ U.S./European Commitments on the Closing Date is $740 million.



     “U.S./European Issuing Bank” shall mean, as the context may require, (a) ABN AMRO, in its
capacity as issuer of U.S. Letters of Credit and European Letters of Credit issued by it; (b) any
other Lender that that is a Swiss Qualifying Bank that may become an Issuing Bank pursuant to
Section 2.18(j) and (k) in its capacity as issuer of U.S. Letters of Credit and
European Letters of Credit issued by such Lender; (c) any other U.S./European Lender that may
become an Issuing Bank pursuant to Section 2.18(l), but solely in its capacity as issuer of
Existing Letters of Credit; or (d) collectively, all of the foregoing. Any U.S./European Issuing
Bank may, in its discretion, arrange for one or more U.S./European Letters of Credit to be issued
by Affiliates of such U.S./European Issuing Bank (so long as each such Affiliate is a Swiss
Qualifying Bank), in which case the term “U.S./European Issuing Bank” shall include any such
Affiliate with respect to U.S./European Letters of Credit issued by such Affiliate.



     “U.S./European LC Commitment” shall mean the commitment of the U.S./European Issuing Bank to
issue U.S. Letters of Credit and European Letters of Credit pursuant to Section 2.18. The
total amount of the U.S./European LC Commitment shall initially be $75 million, but shall in no
event exceed the U.S./European Commitment.



     “U.S./European LC Exposure” shall mean, at any time, the sum of the U.S. LC Exposure and
European LC Exposure at such time.



     “U.S./European Lender” shall mean each Lender which has a U.S./European Commitment (without
giving effect to any termination of the Total U.S./European Commitment if any U.S./European LC
Exposure remains outstanding) or which has any outstanding U.S./European Revolving Loans (or any
then outstanding U.S./European LC Exposure).



     “U.S./European Letter of Credit” shall have the meaning assigned to such term in Section
2.18(a).



     “U.S./European Percentage” of any U.S./European Lender at any time shall be that percentage
which is equal to a fraction (expressed as a percentage) the numerator of which is the
U.S./European Commitment of such U.S./European Lender at such time and the denominator of which is
the Total U.S./European Commitment at such time, provided that if any such determination is
to be made after the Total U.S./European Commitment (and the related U.S./European Commitments of
the Lenders) has (or have) terminated, the determination of such percentages shall be made
immediately before giving effect to such termination.



     “U.S./European Reimbursement Obligations” shall mean each applicable Borrower’s obligations
under Section 2.18(e) to reimburse LC Disbursements in respect of U.S./European Letters of
Credit.



     “U.S./European Revolving Exposure” shall mean, with respect to any U.S./European Lender at any
time, the sum of U.S. Revolving Exposure, Swiss Revolving Exposure and U.K. Revolving Exposure.




	 	 	 
	 
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     “U.S./European Revolving Loan” shall have the meaning assigned to such term in Section
2.01(a).



     “Vendor Managed Inventory” shall mean Inventory of a U.S. Borrower, a Canadian Loan Party, or
an Eligible U.K. Loan Party located in the ordinary course of business of such Loan Party at a
customer location that has been disclosed to the Funding Agent in Schedule 3.24 or in a
Borrowing Base Certificate or updates to the Perfection Certificate.



     “Voting Stock” shall mean, with respect to any person, any class or classes of Equity
Interests pursuant to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the Board of Directors of such person.



     “Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date,
the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i)
the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment; by (b) the then outstanding principal amount of such Indebtedness.



     “Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose
capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or
one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint
venture, limited liability company or other entity in which such person and/or one or more Wholly
Owned Subsidiaries of such person have a 100% equity interest at such time.



     “Wind-Up” shall have the meaning assigned to such term in Section 6.05(g), and
“Winding-Up” shall have a meaning correlative thereto.



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle
E of Title IV of ERISA.


SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class or Sub-Class (e.g., a “U.S./European Revolving
Loan” or a “Swiss Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class (or
Sub-Class) and Type (e.g., a “Eurocurrency U.S. Revolving Loan”). Borrowings also may be
classified and referred to by Class or Sub-Class (e.g., a “Canadian Borrowing,”) or by Type (e.g.,
a “BA Rate Borrowing”) or by Class or Sub-Class and Type (e.g., a “BA Rate Canadian Borrowing”).



SECTION 1.03 Terms Generally; Alternate Currency Transaction. The definitions of
terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any




	 	 	 
	 
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definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (b) any reference
herein to any person shall be construed to include such person’s successors and assigns, (c) the
words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or
regulation herein shall refer to such law or regulation as amended, modified or supplemented from
time to time, (f) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights and (g) “on,” when used with respect to the Mortgaged
Property or any property adjacent to the Mortgaged Property, means “on, in, under, above or about.”
For purposes of this Agreement and the other Loan Documents, (i) where the permissibility of a
transaction or determinations of required actions or circumstances depend upon compliance with, or
are determined by reference to, amounts stated in dollars, such amounts shall be deemed to refer to
Dollars or Dollar Equivalents and any requisite currency translation shall be based on the Spot
Selling Rate in effect on the Business Day immediately preceding the date of such transaction or
determination and the permissibility of actions taken under Article VI shall not be
affected by subsequent fluctuations in exchange rates (provided that if Indebtedness is
incurred to refinance other Indebtedness, and such refinancing would cause the applicable dollar
denominated limitation to be exceeded if calculated at the Spot Selling Rate in effect on the
Business Day immediately preceding the date of such refinancing, such dollar denominated
restriction shall be deemed not to have been exceeded so long as (x) such refinancing Indebtedness
is denominated in the same currency as such Indebtedness being refinanced and (y) the principal
amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness
being refinanced except as permitted by the definition of Permitted Refinancing Indebtedness) and
(ii) as of any date of determination, for purposes of the pro rata application of any amounts
required to be applied hereunder to the payment of Loans or other Obligations which are denominated
in more than a single Approved Currency, such pro rata application shall be determined by reference
to the Dollar Equivalent of such Loans or other Obligations as of such date of determination. For
purposes of this Agreement and the other Loan Documents, the word “foreign” shall refer to
jurisdictions other than the United States, the states thereof and the District of Columbia. For
purposes of this Agreement and the other Loan Documents, the words “the applicable borrower” (or
words of like import), when used with reference to obligations of any U.S. Borrower, shall refer to
the U.S. Borrowers on a joint and several basis. From and after the effectiveness of the Permitted
Holdings Amalgamation (x) all references to the Canadian Borrower in any Loan Document shall refer
to the Successor Canadian Borrower and (y) all references to Holdings or Parent Guarantor in any
Loan Document shall refer to AV Metals. Each reference to the “Issuing Bank” shall refer to the
applicable Issuing Bank or Issuing Banks, as the context may require.



SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered
pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time
and all terms of an accounting or financial nature shall be construed and interpreted in accordance
with GAAP, as in effect from time to




	 	 	 
	 
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time unless otherwise agreed to by Administrative Borrower and
the Required Lenders; provided that (i) if at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either
Administrative Borrower or the Required Lenders shall so request, the Funding Agent, the Lenders
and Administrative Borrower shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to the approval of
the Required Lenders); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii)
Administrative Borrower shall provide to the Funding Agent and the Lenders any documents required
under this Agreement or as reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to such change in
GAAP.



SECTION 1.05 Resolution of Drafting Ambiguities. Each Loan Party acknowledges and
agrees that it was represented by counsel in connection with the execution and delivery of the Loan
Documents to which it is a party, that it and its counsel reviewed and participated in the
preparation and negotiation hereof and thereof and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation hereof or thereof.




ARTICLE II.




THE CREDITS




     SECTION 2.01 Commitments.



     (a) Subject to the terms and conditions and relying upon the representations and warranties
herein set forth, each Lender with a U.S./European Commitment agrees, severally and not jointly,
at any time and from time to time on or after the Closing Date until the earlier of the Business
Day prior to the Final Maturity Date and the termination of the U.S./European Commitment of such
Lender in accordance with the terms hereof, to make Revolving Loans (x) to the U.S. Borrowers,
jointly and severally, in any Approved Currency (other than Canadian dollars) (each, a “U.S.
Revolving Loan”), (y) to the Swiss Borrower, in euros or GBP (each, a “Swiss Revolving Loan”),
and (z) to the U.K. Borrower, in euros or GBP (each, a “U.K. Revolving Loan” and, collectively
with each Swiss Borrower Revolving Loan, each a “European Revolving Loan” and, the European
Revolving Loans and the U.S. Revolving Loans collectively each being a “U.S./European Revolving
Loan”), in an aggregate principal amount that does not result in:



          (i) such Lender’s U.S./European Revolving Exposure exceeding such Lender’s U.S./European
Commitment;



          (ii) the Total U.S./European Revolving Exposure exceeding the Total U.S./European Commitment
at such time;



          (iii) the Total Adjusted Revolving Exposure exceeding the Total Adjusted Borrowing Base
(subject to the Funding Agent’s authority in its sole discretion to make Overadvances pursuant to
the terms of Section 10.10); or




	 	 	 
	 
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          (iv) the Total Revolving Exposure exceeding the lesser of (I) the Total Borrowing Base
(subject to the Funding Agent’s authority in its sole discretion to make Overadvances pursuant to
the terms of Section 10.10), and (II) the total Revolving Commitments.


Subject to, and to the extent provided in, Article XII, U.S./European Revolving Loans
denominated in euros or GBP (each a “Specified Foreign Currency”) that are required to be made by a
Participating Specified Foreign Currency Lender pursuant to this Section 2.01 shall instead
be made by LaSalle Bank N.A. and purchased and settled by such Participating Specified Foreign
Currency Lender in accordance with Article XII.




     (b) Subject to the terms and conditions and relying upon the representations and warranties
herein set forth, each Lender with a Canadian Commitment agrees, severally and not jointly, at
any time and from time to time on or after the Closing Date until the earlier of the Business Day
prior to the Final Maturity Date and the termination of the Canadian Commitment of such Canadian
Lender in accordance with the terms hereof, to make Revolving Loans in dollars or Canadian
dollars to Canadian Borrower (each, a “Canadian Revolving Loan” and, collectively with the
U.S./European Revolving Loans, each being called a “Revolving Loan”), in an aggregate principal
amount that does not result in:



          (i) such Lender’s Canadian Revolving Exposure exceeding such Lender’s Canadian Commitment;




          (ii) the Total Canadian Revolving Exposure exceeding the Total Canadian Commitment at such
time;




          (iii) the Total Adjusted Revolving Exposure exceeding the Total Adjusted Borrowing Base
(subject to the Funding Agent’s authority in its sole discretion to make Overadvances pursuant to
the terms of Section 10.10); or




          (iv) the Total Revolving Exposure exceeding the lesser of (I) the Total Borrowing Base
(subject to the Funding Agent’s authority in its sole discretion to make Overadvances pursuant to
the terms of Section 10.10), and (II) the total Revolving Commitments.




     (c) Within the limits set forth above and subject to the terms, conditions and limitations
set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans.



     (d) Notwithstanding anything to the contrary in this Agreement, the Funding Agent shall have
the right to establish reserves in such amounts, and with respect to such
matters, as the Funding Agent in its Permitted Discretion shall deem necessary, against the
Borrowing Base, including, without limitation, (i) sums that the respective Borrowers or
Borrowing Base Guarantors are or will be required to pay (such as taxes (including payroll and
sales taxes), assessments, insurance premiums, or, in the case of leased assets, rents or other
amounts payable under such leases) and have not yet paid, (ii) amounts owing by the respective
Borrowers or Borrowing Base Guarantors or, without duplication, their respective Subsidiaries to
any Person in respect of any Lien of the type described in the definition of




	 	 	 
	 
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“First Priority” on any of the Collateral, which Lien, in the Permitted Discretion of the Collateral Agent, is
reasonably likely to rank senior in priority to or pari passu with one or more of the Liens
granted in the Security Documents in and to such item of the Collateral, (iii) an Unpaid Supplier
Reserve, a Rent Reserve, and a reserve against prior claims of Logan against Inventory, in each
case, against Eligible Inventory included in the Borrowing Base, and (iv) Reserves for Priority
Payables against the Borrowing Base; provided, however, that (x) the Funding
Agent shall have provided the Administrative Borrower at least ten (10) Business Days’ prior
written notice of any such establishment, (y) the Funding Agent may only establish a Reserve
(other than Unpaid Supplier Reserves, Rent Reserves, Reserves for Priority Payables and any other
identified Reserve in the Borrowing Base Certificate delivered on the Closing Date, which may be
established based on facts known to the Funding Agent on or before the Closing Date) after the
Closing Date based on any event, condition or other circumstance arising after the Closing Date
or based on facts not known to the Funding Agent as of the Closing Date or based on changes in
the facts known to the Funding Agent as of the Closing Date, and (z) Reserves shall not duplicate
eligibility criteria contained in the definitions of “Eligible Accounts” or “Eligible Inventory”
or reserves or criteria deducted in computing the cost of Eligible Inventory or the Net Recovery
Cost Percentage of Eligible Inventory. The amount of any Reserve established by the Funding
Agent shall have a reasonable relationship to the event, condition or other matter that is the
basis for the Reserve. Upon delivery of written notice to Administrative Borrower as provided
above, the Funding Agent shall be available to discuss the proposed Reserve, and the applicable
Borrower or Borrowing Base Guarantor may take such action as may be required so that the event,
condition or matter that is the basis for such Reserve no longer exists, in a manner and to the
extent reasonably satisfactory to the Funding Agent in the exercise of its Permitted Discretion.
In no event shall such notice and opportunity limit the right of the Funding Agent to establish
such Reserve, unless the Funding Agent shall have determined in its Permitted Discretion that the
event, condition or other matter that is the basis for such new Reserve no longer exists or has
otherwise been adequately addressed by the Loan Parties.




SECTION 2.02 Loans.




     (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting
of Loans made by the Lenders ratably in accordance with their applicable Commitments;
provided, that the failure of any Lender to make its Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being understood, however, that no Lender
shall be responsible for the failure of any other Lender to make any Loan required to be made by
such other Lender). Except for Swingline Loans and Loans deemed made pursuant to Section
2.18(e)(ii), each Borrowing shall be in an aggregate principal amount that is not less than
(and in integral amounts consistent with) the Minimum Currency Threshold or, if less, equal to
the remaining available balance of the applicable Commitments.



     (b) Subject to Section 2.11 and Section 2.12, (i) each Borrowing of Dollar
Denominated Loans shall be comprised entirely of ABR Loans or Eurocurrency Loans as
Administrative Borrower may request pursuant to Section 2.03 (provided that ABR
Loans shall be available only with respect to Dollar Denominated Loans borrowed by U.S. Borrowers
or Canadian Borrower), (ii) each Borrowing of GBP Denominated Loans or Swiss Franc Denominated
Loans shall be comprised entirely of Eurocurrency Loans, (iii) each




	 	 	 
	 
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Borrowing of Euro Denominated Loans shall be comprised entirely of EURIBOR Loans, and (iv) each Borrowing of Canadian Dollar
Denominated Loans shall be comprised entirely of Canadian Base Rate Loans or BA Rate Loans as
Administrative Borrower may request pursuant to Section 2.03; provided that all
Loans comprising the same Borrowing shall at all times be of the same Type. Each Lender may at
its option make any Eurocurrency Loan or EURIBOR Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with
the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same
time; provided that Borrower shall not be entitled to request any Borrowing that, if
made, would result in more than eight Eurocurrency Borrowings in dollars, five Eurocurrency
Borrowings in GBP, eight EURIBOR Borrowings, or more than three BA Rate Borrowings outstanding
hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest
Periods, regardless of whether they commence on the same date, shall be considered separate
Borrowings.




     (c) Except with respect to Loans deemed made pursuant to Section 2.18(e)(ii) and
European Swingline Loans, each Lender shall make each Loan to be made by it hereunder on the
proposed date thereof by wire transfer of immediately available funds to such account in Chicago,
or to such account in a European jurisdiction, as the Funding Agent may designate, not later than
11:00 a.m., Chicago time, and the Funding Agent shall promptly credit the amounts so received to
an account of the applicable Borrower as directed by the Administrative Borrower in the
applicable Borrowing Request maintained with the Funding Agent or, if a Borrowing shall not occur
on such date because any condition precedent herein specified shall not have been met, return the
amounts so received to the respective Lenders; provided that the funding of all
U.S./European Revolving Loans that are also denominated in a Specified Foreign Currency shall
also be subject to the provisions of Article XII.



     (d) Unless the Funding Agent shall have received notice from a Lender prior to the date of
any Borrowing that such Lender will not make available to the Funding Agent such Lender’s portion
of such Borrowing, the Funding Agent may assume that such Lender has made such portion available
to the Funding Agent on the date of such Borrowing in accordance with paragraph (c) above, and
the Funding Agent may, in reliance upon such assumption, make available to the applicable
Borrower on such date a corresponding amount. If the Funding Agent shall have so made funds
available, then, to the extent that such Lender shall not have made such portion available to the
Funding Agent, each of such Lender and such Borrower severally agrees to repay to the Funding
Agent forthwith on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to such Borrower until the date such amount is repaid
to the Funding Agent at (i) in the case of such Borrower, the interest rate applicable at the
time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of
the Interbank Rate and a rate determined by the Funding Agent in accordance with banking industry rules on
interbank compensation. If such Lender shall repay to the Funding Agent such corresponding
amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of
this Agreement, and the applicable Borrower’s obligation to repay the Funding Agent such
corresponding amount pursuant to this Section 2.02(d) shall cease.




	 	 	 
	 
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     (e) Notwithstanding anything to the contrary contained herein, no Borrower shall be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested
with respect thereto would end after the Final Maturity Date.



SECTION 2.03 Borrowing Procedure.




     (a) To request a Borrowing (subject to Section 2.17(e) with respect to European
Swingline Loans), the Administrative Borrower, on behalf of the applicable Borrower, shall
deliver, by hand delivery, telecopier or, to the extent separately agreed by the Funding Agent,
by an electronic communication in accordance with the second sentence of Section 11.01(b)
and the second paragraph of Section 11.01(d), a duly completed and executed Borrowing
Request to the Funding Agent (i) in the case of a Eurocurrency Borrowing, not later than 11:00
a.m., Chicago time, three (3) Business Days before the date of the proposed Borrowing, (ii) in
the case of a BA Rate Loan, not later than 11:00 a.m., Chicago time, two (2) Business Days before
the date of the proposed Borrowing, (iii) in the case of a EURIBOR Borrowing, not later than
11:00 a.m., Chicago time, three (3) Business Days before the date of the proposed Borrowing, (iv)
in the case of a Canadian Base Rate Borrowing, not later than 11:00 a.m., Chicago time, one (1)
Business Day before the date of the proposed Borrowing, or (v) in the case of an ABR Borrowing,
not later than 9:00 a.m., Chicago time, on the date of the proposed Borrowing. Each Borrowing
Request shall be irrevocable and shall specify the following information in compliance with
Section 2.02:



          (i) the aggregate amount of such Borrowing;




          (ii) the date of such Borrowing, which shall be a Business Day;




          (iii) whether such Borrowing shall constitute a Borrowing of U.S. Revolving Loans, U.K.
Revolving Loans, Swiss Revolving Loans, or Canadian Revolving Loans;




          (iv) in the case of Dollar Denominated Loans made to U.S. Borrowers or to Canadian Borrower,
whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;




          (v) in the case of Canadian Dollar Denominated Loans, whether such Borrowing is to be a
Canadian Base Rate Borrowing or a BA Rate Borrowing;




          (vi) in the case of a Eurocurrency Borrowing, EURIBOR Borrowing or BA Rate Borrowing, the
initial Interest Period to be applicable thereto, which shall be a period contemplated, as
applicable, by the definition of the term “Eurocurrency Interest Period,” “EURIBOR Interest Period”
or “BA Rate Interest Period”;




          (vii) the location and number of the applicable Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.02(c);




          (viii) that the conditions set forth in Section 4.02(b) — (d) have been satisfied as
of the date of the notice; and






	 	 	 
	 
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          (ix) in the case of a Eurocurrency Borrowing, Canadian Base Rate Borrowing or BA Rate
Borrowing in an Alternate Currency, the Approved Currency for such Borrowing.




     If no election as to the Type of Borrowing is specified with respect to a Borrowing of Dollar
Denominated Loans made to U.S. Borrowers or to Canadian Borrower or Canadian Dollar Denominated
Loans, then the requested Borrowing shall be an ABR Borrowing or Canadian Base Rate Borrowing, as
applicable. If no Interest Period is specified with respect to any requested EURIBOR Borrowing,
Eurocurrency Borrowing or BA Rate Borrowing, then the Administrative Borrower on behalf of the
applicable Borrower shall be deemed to have selected an Interest Period, as applicable, of one
month’s or thirty days’ duration. Promptly following receipt of a Borrowing Request in accordance
with this Section, the Funding Agent shall advise each applicable Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.



     (b) Appointment of Administrative Borrower. Each Borrower hereby irrevocably
appoints and constitutes Administrative Borrower as its agent to request Loans and Letters of
Credit pursuant to this Agreement in the name or on behalf of such Borrower. The Funding Agent
and Lenders may disburse the Loans to such bank account of Administrative Borrower or a Borrower
or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as
Administrative Borrower may designate or direct, without notice to any other Borrower or
Guarantor. Administrative Borrower hereby accepts the appointment by Borrowers to act as the
agent of Borrowers and agrees to ensure that the disbursement of any Loans to a Borrower
requested by or paid to or for the account of such Borrower, or the issuance of any Letter of
Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. Each
Borrower hereby irrevocably appoints and constitutes Administrative Borrower as its agent to
receive statements on account and all other notices from the Agents and Lenders with respect to
the Obligations or otherwise under or in connection with this Agreement and the other Loan
Documents, including the Intercreditor Agreement. Any notice, election, representation,
warranty, agreement or undertaking by or on behalf of any other Borrower by Administrative
Borrower shall be deemed for all purposes to have been made by such Borrower, as the case may be,
and shall be binding upon and enforceable against such Borrower to the same extent as if made
directly by such Borrower. No purported termination of the appointment of Administrative
Borrower as agent as aforesaid shall be effective, except after ten (10) days’ prior written
notice to Funding Agent and appointment by the Borrowers of a replacement Administrative
Borrower.



     (c) Appointment of European Administrative Borrower. Each U.K. and Swiss Borrower
hereby irrevocably appoints and constitutes European Administrative Borrower as its agent to
request Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of such
Borrower. The Funding Agent and Lenders may disburse the Loans to such bank account of European
Administrative Borrower or a U.K. and Swiss Borrower or otherwise make such Loans to a U.K. or Swiss Borrower and provide such Letters of Credit to
a U.K. or Swiss Borrower as European Administrative Borrower may designate or direct, without
notice to any other Borrower or Guarantor. European Administrative Borrower hereby accepts the
appointment by the U.K. and Swiss Borrowers to act as the agent of such Borrowers and agrees to
ensure that the disbursement of any Loans to a U.K. or Swiss Borrower requested by or paid to or
for the account of such Borrower, or the issuance of any




	 	 	 
	 
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Letter of Credit for a U.K. or Swiss
Borrower hereunder, shall be paid to or for the account of such Borrower. Each U.K. and Swiss
Borrower hereby irrevocably appoints and constitutes European Administrative Borrower as its
agent to receive statements on account and all other notices from the Agents and Lenders with
respect to the Obligations or otherwise under or in connection with this Agreement and the other
Loan Documents. Any notice, election, representation, warranty, agreement or undertaking by or
on behalf of any other Borrower by European Administrative Borrower shall be deemed for all
purposes to have been made by such Borrower, as the case may be, and shall be binding upon and
enforceable against such Borrower to the same extent as if made directly by such Borrower. No
purported termination of the appointment of European Administrative Borrower as agent as
aforesaid shall be effective, except after ten (10) days’ prior written notice to Funding Agent
and appointment by the U.K. and Swiss Borrowers of a replacement European Administrative
Borrower.




SECTION 2.04 Evidence of Debt.




     (a) Promise to Repay. Each U.S. Borrower, jointly and severally, hereby
unconditionally promises to pay to the Funding Agent, for the account of each applicable
Revolving Lender (or, in the case of U.S. Swingline Loans, the U.S. Swingline Lender in
accordance with Section 2.17(a)), the then unpaid principal amount of each U.S. Revolving
Loan of such Revolving Lender on the Final Maturity Date. The Swiss Borrower hereby
unconditionally promises to pay (i) to the Funding Agent, for the account of each applicable
Revolving Lender, the then unpaid principal amount of each Swiss Revolving Loan of such Revolving
Lender on the Final Maturity Date and (ii) to the European Swingline Lender, the then unpaid
principal amount of each European Swingline Loan on the earlier of the Final Maturity Date and
the last day of the Interest Period for such Loan. The U.K. Borrower hereby unconditionally
promises to pay to the Funding Agent, for the account of each applicable Revolving Lender, the
then unpaid principal amount of each U.K. Revolving Loan of such Revolving Lender on the Final
Maturity Date. The Canadian Borrower hereby unconditionally promises to pay to the Funding
Agent, for the account of each applicable Revolving Lender, the then unpaid principal amount of
each Canadian Revolving Loan of such Revolving Lender on the Final Maturity Date. All payments
or repayments of Loans made pursuant to this Section 2.04(a) shall be made in the
Approved Currency in which such Loan is denominated.



     (b) Lender and Funding Agent Records. Each Lender shall maintain in accordance with
its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such
Lender resulting from each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time under this Agreement.
The Funding Agent shall maintain accounts in which it will record (i) the amount and Approved
Currency of each Loan made hereunder, the Borrower or Borrowers to which such Loan is made, the
Type, Class and Sub-Class thereof and the Interest Period
applicable thereto; (ii) the amount of any principal or interest due and payable or to
become due and payable from each Borrower to each Lender hereunder; and (iii) the amount of any
sum received by the Funding Agent hereunder for the account of the Lenders and each Lender’s
share thereof. The entries made in the accounts maintained pursuant to this paragraph shall be
prima facie evidence of the existence and amounts of the obligations therein recorded as well as
the Borrower or Borrowers which received such Loans or Letters




	 	 	 
	 
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of Credit; provided that
the failure of any Lender or the Funding Agent to maintain such accounts or any error therein
shall not in any manner affect the obligations of any Borrower to repay the Loans in accordance
with their terms.




     (c) Promissory Notes. Any Lender by written notice to the Administrative Borrower
(with a copy to the Funding Agent) may request that Loans of any Class and Sub-Class made by it
be evidenced by a promissory note. In such event, the applicable Borrower or Borrowers shall
prepare, execute and deliver to such Lender one or more promissory notes payable to such Lender
or its registered assigns in the form of Exhibit K-1, K-2 or K-3, as the
case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall
at all times (including after assignment pursuant to Section 11.04) be represented by one
or more promissory notes in such form payable to such payee or its registered assigns. If,
because of fluctuations in exchange rates after the date of issuance thereof, any such Note would
not be at least as great as the Dollar Equivalent of the outstanding principal amount of the
Loans made by such Lender evidenced thereby at any time outstanding, such Lender may request (and
in such case the applicable Borrowers shall promptly execute and deliver) a new Note in an amount
equal to the Dollar Equivalent of the aggregate principal amount of such Loans of such Lender
outstanding on the date of the issuance of such new Note.



SECTION 2.05 Fees.




     (a) Commitment Fee. The Borrowers (other than the Canadian Borrower), jointly and
severally, agree to pay to the Funding Agent for the account of each Lender having a
U.S./European Commitment a commitment fee (a “U.S./European Commitment Fee”) denominated in
Dollars on the actual daily amount by which the Total U.S./European Commitment exceeds the Total
U.S./European Revolving Exposure, and the Canadian Borrower agrees to pay to the Canadian Funding
Agent for the account of each Canadian Lender a commitment fee (the “Canadian Commitment Fee”
and, together with the U.S./European Commitment Fee, the “Commitment Fee”), denominated in
Dollars on the actual daily amount by which the Total Canadian Commitment exceeds the Total
Canadian Exposure, in each case from and including the date hereof to but excluding the date on
which such Revolving Commitment terminates at a rate per annum equal to the Applicable Fee.
Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of each month,
commencing July 31, 2007, and (B) on the date on which such Revolving Commitment terminates.
Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). For purposes
of computing Commitment Fees with respect to Revolving Commitments, a Revolving Commitment of a
Lender shall be deemed to be used to the extent of the outstanding Revolving Loans, Swingline
Exposure and LC Exposure of such Lender.



     (b) Fee Letter. Canadian Borrower agrees to pay or to cause the applicable Borrower
to pay all Fees payable pursuant to the Fee Letter, in the amounts and on the dates set forth
therein.



     (c) LC and Fronting Fees. The applicable Borrower agrees to pay (i) to the Funding
Agent for the account of each Lender having a U.S./European Commitment a




	 	 	 
	 
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participation fee (“LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue
at a rate equal to the Applicable Margin from time to time used to determine the interest rate on
(A) with regard to Letters of Credit denominated in dollars or GBP, Eurocurrency Loans, (B) with
regard to Letters of Credit denominated in euros, EURIBOR Loans, and (C) with regard to Letters
of Credit denominated in Canadian Dollars, BA Rate Loans, in each case pursuant to Section
2.06 on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including the Closing Date
to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and
the date on which such Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing
Bank a fronting fee (“Fronting Fee”), which shall accrue at the rate of 0.125% per annum on the
average daily amount of the LC Exposure of such Issuing Bank (excluding any portion thereof
attributable to Reimbursement Obligations) during the period from and including the Closing Date
to but excluding the later of the date of termination of the Revolving Commitments and the date
on which such Issuing Bank ceases to have any LC Exposure, as well as the Issuing Bank’s
customary fees with respect to the issuance, amendment, renewal or extension of any Letter of
Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees
shall be payable in arrears (i) on the last Business Day of each month, commencing on July 31,
2007, and (ii) on the date on which the Revolving Commitments terminate. Any such fees accruing
after the date on which the Revolving Commitments terminate shall be payable on demand. Any
other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten
(10) days after demand therefor. All LC Participation Fees and Fronting Fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). If at any time any principal of or
interest on any Loan or any fee or other amount payable by the Loan Parties hereunder has not
been paid when due, whether at stated maturity, upon acceleration or otherwise, the LC
Participation Fee shall be increased to a per annum rate equal to 2% plus the otherwise
applicable rate with respect thereto for so long as such overdue amounts have not been paid.




     (d) All Fees shall be paid on the dates due, in immediately available funds in dollars, to
the Funding Agent for distribution, if and as appropriate, among the Lenders, except that
Borrowers shall pay the Fronting Fees directly to the Issuing Bank. Once paid, none of the Fees
shall be refundable under any circumstances.



SECTION 2.06 Interest on Loans.




     (a) ABR Loans. Subject to the provisions of Section 2.06(f), the Loans
comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate
per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from
time to time.



     (b) Eurocurrency Loans. Subject to the provisions of Section 2.06(f), the
Loans comprising each Eurocurrency Borrowing shall bear interest at a rate per annum equal to the
Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin in effect from time to time.




	 	 	 
	 
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     (c) Canadian Base Rate Loans. Subject to the provisions of Section 2.06(f),
the Loans comprising each Canadian Base Rate Borrowing shall bear interest at a rate per annum
equal to the Canadian Base Rate plus the Applicable Margin in effect from time to time.



     (d) BA Rate Loans. Subject to the provisions of Section 2.06(f), the Loans
comprising each BA Rate Borrowing shall bear interest at a rate per annum equal to the BA Rate
for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect
from time to time.



     (e) EURIBOR Loans. Subject to the provisions of Section 2.06(f), the Loans
comprising each EURIBOR Borrowing shall bear interest at a rate per annum equal to the Adjusted
EURIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable
Margin in effect from time to time.



     (f) Default Rate. Notwithstanding the foregoing, if at any time any principal of or
interest on any Loan or any fee or other amount payable by the Loan Parties hereunder has not
been paid when due, whether at stated maturity, upon acceleration or otherwise and for so long as
such amounts have not been paid, all Obligations shall, to the extent permitted by applicable
law, bear interest, after as well as before judgment, at a per annum rate equal to (i) in the
case of principal of or interest on any Loan, 2% plus the rate otherwise applicable to
such Loan as provided in the preceding paragraphs of this Section 2.06 or (ii) in the
case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided
in Section 2.06(a) (in either case, the “Default Rate”).



     (g) Interest Payment Dates. Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to Section 2.06(f) shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan, Canadian
Base Rate Loan or a Swingline Loan without a permanent reduction in Revolving Commitments),
accrued interest on the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any EURIBOR Loan,
Eurocurrency Loan or BA Rate Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such conversion.



     (h) Interest Calculation. All interest hereunder shall be computed on the basis of
a year of 360 days, except that (i) interest computed by reference to the Alternate Base Rate or
Canadian Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and (ii) interest computed by reference to the BA Rate or Eurocurrency Loans by way of GBP
shall be computed on the basis of a year of 365 days, and in each case shall be
payable for the actual number of days elapsed (including the first day but excluding the
last day). The applicable Alternate Base Rate, Canadian Base Rate, BA Rate, Adjusted EURIBOR
Rate or Adjusted LIBOR Rate shall be determined by the Funding Agent in accordance with the
provisions of this Agreement and such determination shall be conclusive absent manifest error.




	 	 	 
	 
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     (i) Currency for Payment of Interest. All interest paid or payable pursuant to this
Section 2.06 shall be paid in the Approved Currency in which the Loan giving rise to such
interest is denominated.



     (j) Swiss Minimum Interests Rates and Payments. The various rates of interests
provided for in this Agreement (including, without limitation, under this Section 2.06)
are minimum interest rates.



          (i) When entering into this Agreement, each party hereto has assumed that the payments
required under this Agreement are not and will not become subject to Swiss Withholding Tax.
Notwithstanding that the parties hereto do not anticipate that any payment will be subject to Swiss
Withholding Tax, they agree that, if (A) Swiss Withholding Tax should be imposed on interest or
other payments (the “Relevant Amount”) by a Swiss Loan Party and (B) Section 2.15 should be
held unenforceable, then the applicable interest rate in relation to that interest payment shall
be: (x) the interest rate which would have been applied to that interest payment (as provided for
in the absence of this Section 2.06(j); divided by (y) 1 minus the minimal permissible rate
at which the relevant Tax Deduction is required to be made in view of domestic tax law and/or
applicable Treaties (where the rate at which the relevant Tax Deduction is required to be made is,
for this purpose, expressed as a fraction of one (1)) and all references to a rate of interest
under such Loan shall be construed accordingly. For this purpose, the Swiss Withholding Tax shall
be calculated on the amount so recalculated.




          (ii) The Swiss Borrower shall not be required to make an increased payment to any specific
Lender (but without prejudice to the rights of all other Lenders hereunder) under paragraph (i)
above or under Section 2.15 in connection with a Swiss Withholding Tax if the Swiss
Borrower has breached the Ten Non-Bank Regulations and/or Twenty Non-Bank Regulations as a direct
result of (A) the incorrectness of the representation made by such Lender pursuant to Section
2.21 if such Lender specified that it was a Swiss Qualifying Bank or (B) such Lender, as
assignee or participant, breaching the requirements and limitations for transfers, assignments or
participations pursuant to Section 11.04 or (C) if Section 2.15 does not provide
for an obligation to make increased payments.




          (iii) For the avoidance of doubt, the Swiss Borrower shall be required to make an increased
payment to a specific Lender under paragraph (i) above in connection with the imposition of a Swiss
Withholding Tax (A) if the Swiss Borrower has breached the Ten Non-Bank Regulations and/or the
Twenty Non-Bank Regulations as a result of its failure to comply with the provisions of Section
3.23 or, (B) if after a Significant Event of Default or Conversion Event, lack of compliance
with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations as a result of assignments
or participation effected in accordance herewith, or (C) following a change of law or practice in
relation with the Ten Non-Bank Regulations and/or the Twenty Non-Bank Regulations Swiss Withholding Tax becomes due on interest payments made by
Swiss Borrower and Section 2.15 is not enforceable.




          (iv) If requested by the Funding Agent, a Swiss Loan Party shall provide to the Funding Agent
those documents which are required by law and applicable double taxation treaties to be provided by
the payer of such tax for each relevant Lender to prepare a claim for refund of Swiss Withholding
Tax. In the event Swiss Withholding Tax is refunded to the Lender




	 	 	 
	 
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by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of costs, such amount to the
Swiss Loan Party; provided, however, that (i) the relevant Swiss Loan Party has
fully complied with its obligations under this Section 2.06(j); (ii) the relevant Lender
may determine, in its sole discretion, consistent with the policies of such Lender, the amount of
the refund attributable to Swiss Withholding Tax paid by the relevant Swiss Loan Party; (iii)
nothing in this Agreement shall require the Lender to disclose any confidential information to the
Swiss Loan Party (including, without limitation, its tax returns); and (iv) no Lender shall be
required to pay any amounts pursuant to this Section 2.06(j)(iv) at any time during which a
Default or Event of Default exists.




SECTION 2.07 Termination and Reduction of Commitments.




     (a) Termination of Commitments. The Revolving Commitments, the European Swingline
Commitment, the U.S./European LC Commitment and the Canadian LC Commitment shall automatically
terminate on the Final Maturity Date. Notwithstanding the foregoing, all the Commitments shall
automatically terminate at 4:00 p.m., Chicago time, on July 11, 2007, if the initial Credit
Extension shall not have occurred by such time.



     (b) Optional Terminations and Reductions. At its option, Administrative Borrower
may at any time terminate, or from time to time permanently reduce, the Commitments of any Class;
provided that (i) each reduction of the Commitments of any Class shall be in an amount
that is an integral multiple of $1.0 million and not less than $5.0 million and (ii) the
Revolving Commitments shall not be terminated or reduced if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the
aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving
Commitments, the Total U.S./European Revolving Exposures would exceed the Total U.S./European
Commitment, or the Total Canadian Revolving Exposures would exceed the Total Canadian Commitment.



     (c) Borrower Notice. Administrative Borrower shall notify the Funding Agent in
writing of any election to terminate or reduce the Commitments under Section 2.07(b) at
least three (3) Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any
notice, the Funding Agent shall advise the Lenders of the contents thereof. Each notice
delivered by Administrative Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Commitments delivered by Administrative
Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be (subject to payment of any amount pursuant to
Section 2.13) revoked by
Administrative Borrower (by notice to the Funding Agent on or prior to the specified
effective date) if such condition is not satisfied. Any termination or reduction of the
Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective Commitments of such
Class.



SECTION 2.08 Interest Elections.




     (a) Generally. Each Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a EURIBOR Borrowing, Eurocurrency




	 	 	 
	 
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Borrowing or BA Rate Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, Administrative Borrower may elect to convert such Borrowing to a different Type (in
the case of Dollar Denominated Loans made to U.S. Borrowers or to Canadian Borrower, to an ABR
Borrowing or a Eurocurrency Borrowing, and in the case of Canadian Dollar Denominated Loans, to a
Canadian Base Rate Borrowing or a BA Rate Borrowing) or to rollover or continue such Borrowing
and, in the case of a EURIBOR Borrowing, Eurocurrency Borrowing or BA Rate Borrowing, may elect
Interest Periods therefor, all as provided in this Section. Borrowings consisting of
Alternate Currency Revolving Loans (other than Borrowings consisting of Loans in Canadian
Dollars) may not be converted to a different Type. Administrative Borrower may elect different
options with respect to different portions (not less than the Minimum Currency Threshold) of the
affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. Notwithstanding anything to the contrary, Borrowers shall not
be entitled to request any conversion, rollover or continuation that, if made, would result in
more than eight Eurocurrency Borrowings in dollars, five Eurocurrency Borrowings in GBP, eight
EURIBOR Borrowings, or more than three BA Rate Borrowings outstanding hereunder at any one time.
This Section shall not apply to Swingline Loans, which may not be converted or continued.




     (b) Interest Election Notice. To make an election pursuant to this Section,
Administrative Borrower shall deliver, by hand delivery or telecopier, a duly completed and
executed Interest Election Request to the Funding Agent not later than the time that a Borrowing
Request would be required under Section 2.03 if Administrative Borrower were requesting a
Borrowing of the Type resulting from such election to be made on the effective date of such
election. Each Interest Election Request shall be irrevocable. Each Interest Election Request
shall specify the following information in compliance with Section 2.02:



          (i) the Borrowing to which such Interest Election Request applies and, if different options
are being elected with respect to different portions thereof, or if outstanding Borrowings are
being combined, allocation to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) through (v) below shall be specified for each resulting
Borrowing);




          (ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day;




          (iii) in the case of Dollar Denominated Loans made to U.S. Borrowers or to Canadian Borrower,
whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;




          (iv) in the case of Canadian Dollar Denominated Loans, whether such Borrowing is to be a
Canadian Base Rate Borrowing or a BA Rate Borrowing;




          (v) if the resulting Borrowing is a EURIBOR Borrowing, a Eurocurrency Borrowing or BA Rate
Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which
shall be a period contemplated, as applicable, by the definition of the




	 	 	 
	 
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term “EURIBOR Interest Period,” “Eurocurrency Interest Period” or “BA Rate Interest Period”; and




          (vi) in the case of a Borrowing consisting of Alternate Currency Revolving Loans, the
Alternate Currency of such Borrowing.




     If any such Interest Election Request requests a EURIBOR Borrowing, Eurocurrency Borrowing or
BA Rate Borrowing but does not specify an Interest Period, then Borrowers shall be deemed to have
selected an Interest Period of one month’s or thirty days’ duration.



     Promptly following receipt of an Interest Election Request, the Funding Agent shall advise
each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



     (c) Automatic Conversion to Base Rate Borrowing. If an Interest Election Request
with respect to a Eurocurrency Borrowing made to U.S. Borrowers or to Canadian Borrower in
dollars is not timely delivered prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. If an Interest Election Request with respect
to a BA Rate Borrowing is not timely delivered prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to a Canadian Base Rate Borrowing. EURIBOR Borrowings
and Eurocurrency Borrowings denominated in an Alternate Currency, and Eurocurrency Borrowings
made to Swiss Borrower or U.K. Borrower and denominated in dollars, shall not be converted to a
Base Rate Borrowing, but shall be continued as Loans of the same Type with a one month Interest
Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and
is continuing, the Funding Agent or the Required Lenders may require, by notice to Administrative
Borrower, that (i) no outstanding Borrowing may be converted to or continued as a EURIBOR
Borrowing, Eurocurrency Borrowing or BA Rate Borrowing and (ii) unless repaid, each Eurocurrency
Borrowing or BA Rate Borrowing (other than a Borrowing of Alternate Currency Loans or a
Eurocurrency Borrowing made to Swiss Borrower or U.K. Borrower and denominated in dollars, but
including a Borrowing of Canadian Dollars) shall be converted to an ABR Borrowing or a Canadian
Base Rate Borrowing, as the case may be, at the end of the Interest Period applicable thereto.


SECTION 2.09 Special Provisions Applicable to Lenders Upon the Occurrence of a Conversion
Event.




     (a) Conversion Events. On the date of the occurrence of a Conversion Event,
automatically (and without the taking of any action) (x) all then outstanding Non-Dollar
Denominated Loans shall be automatically converted into Loans of the respective Class and
Sub-Class maintained in dollars (in an amount equal to the Dollar Equivalent of the aggregate
principal amount of the respective Loans on the date such Conversion Event first occurred, which
Loans (i) shall continue to be owed by the applicable Borrower, and (ii) shall at all times
thereafter be deemed to be Base Rate Loans and (y) all principal, accrued and unpaid interest and
other amounts owing with respect to such Non-Dollar Denominated Loans shall




	 	 	 
	 
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be payable in dollars, taking the Dollar Equivalent of such principal, accrued and unpaid interest and other
amounts. The occurrence of any conversion of Non-Dollar Denominated Loans to Base Rate Loans as
provided above in this Section 2.09(a) shall be deemed to constitute for purposes of
Section 2.13, a prepayment of Loans before the last day of any Interest Period relating
thereto.




     (b) Certain Participations Upon Conversion Event. On the date of the occurrence of
any Conversion Event (i) if any European Swingline Loans are outstanding, the U.S./European
Lenders shall be deemed to have purchased participations therein in accordance with Section
2.17(g), and shall promptly make payment therefor in accordance therewith, (ii) if any U.S.
Swingline Loans are outstanding, the U.S. European Lenders shall promptly make payment therefore
in accordance with Section 2.17(c) and (iii) if there have been any LC Disbursements
pursuant to Letters of Credit which have not yet been reimbursed to the respective Issuing Lender
pursuant to Section 2.18(e), the applicable Lenders shall each make payments to the
Issuing Lender therefor in accordance with the requirements of Section 2.18(e). Each
Lender which is required to make payments pursuant to the immediately preceding sentence shall be
obligated to do so in accordance with the terms of this Agreement.



SECTION 2.10 Optional and Mandatory Prepayments of Loans.




     (a) Optional Prepayments. Borrowers shall have the right at any time and from time
to time to prepay any Borrowing, in whole or in part, subject to the requirements of this
Section 2.10 and subject to the provisions of Section 9.01(e); provided
that each partial prepayment shall be in a principal amount that is not less than (and in
integral amounts consistent with) the Minimum Currency Threshold or, if less, the outstanding
principal amount of such Borrowing.



     (b) Certain Revolving Loan Prepayments.



          (i) In the event of the termination of all the Revolving Commitments, each Borrower shall, on
the date of such termination, repay or prepay all its outstanding Borrowings and all its
outstanding Swingline Loans and replace all outstanding Letters of Credit or cash
collateralize all its outstanding Letters of Credit in accordance with the procedures set
forth in Section 2.18(i).




          (ii) In the event of the termination of all the U.S./European Commitments, each applicable
Borrower shall, on the date of such termination, repay or prepay all its outstanding U.S./European
Borrowings and all its outstanding Swingline Loans and replace all its outstanding Letters of
Credit or cash collateralize all its outstanding Letters of Credit in accordance with the
procedures set forth in Section 2.18(i).




          (iii) In the event of the termination of all the Canadian Commitments, the Canadian Borrower
shall, on the date of such termination, repay or prepay all its outstanding Canadian Borrowings and
replace all its outstanding Canadian Letters of Credit or cash collateralize all its outstanding
Canadian Letters of Credit in accordance with the procedures set forth in Section 2.18(i).






	 	 	 
	 
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          (iv) In the event of any partial reduction of the U.S./European Commitments, then (x) at or
prior to the effective date of such reduction, the Funding Agent shall notify Administrative
Borrower and the applicable Revolving Lenders of the sum of the Revolving Exposures and of the
Total U.S./European Revolving Exposures after giving effect thereto and (y) if the sum of the
Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect
to such reduction, or if the Total U.S./European Revolving Exposures would exceed the Total
U.S./European Commitment after giving effect to such reduction, each applicable Borrower shall, on
the date of such reduction, first, repay or prepay its Swingline Loans, second, repay or prepay its
Borrowings and third, replace its outstanding Letters of Credit or cash collateralize its
outstanding Letters of Credit in accordance with the procedures set forth in Section
2.18(i), in an aggregate amount sufficient to eliminate such excess.




          (v) In the event of any partial reduction of the Canadian Commitments, then (x) at or prior to
the effective date of such reduction, the Funding Agent shall notify Administrative Borrower and
the applicable Revolving Lenders of the sum of the Revolving Exposures and of the Total Canadian
Revolving Exposures after giving effect thereto and (y) if the sum of the Revolving Exposures would
exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, or if
the Total Canadian Revolving Exposures would exceed the Total Canadian Commitment after giving
effect to such reduction, then Canadian Borrower shall, on the date of such reduction, first, repay
or prepay its Borrowings and second, replace its outstanding Canadian Letters of Credit or cash
collateralize its outstanding Canadian Letters of Credit in accordance with the procedures set
forth in Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.




          (vi) In the event that the Total U.S./European Revolving Exposure exceeds the Total
U.S./European Commitment then in effect (including on any date on which Dollar Equivalents are
determined pursuant to the definition thereof), each applicable Borrower shall, without notice or
demand, immediately first, repay or prepay its Borrowings, and second, replace its outstanding
Letters of Credit or cash collateralize its outstanding Letters of Credit in accordance with the
procedures set forth in Section 2.18(i), in an aggregate amount sufficient to eliminate
such excess.




          (vii) In the event that the Total Canadian Revolving Exposure exceeds the Total Canadian
Commitment then in effect (including on any date on which Dollar Equivalents are determined
pursuant to the definition thereof), Canadian Borrower shall, without notice or demand,
immediately first, repay or prepay its Canadian Borrowings, and second, replace its outstanding
Canadian Letters of Credit or cash collateralize its outstanding Canadian Letters of Credit in
accordance with the procedures set forth in Section 2.18(i), in an aggregate amount
sufficient to eliminate such excess.




          (viii) In the event that (A) the aggregate U.S./European LC Exposure exceeds the U.S./European
LC Commitment then in effect or (B) the aggregate Canadian LC Exposure exceeds the Canadian LC
Commitment then in effect (in each case including on any date on which Dollar Equivalents are
determined pursuant to the definition thereof), each applicable Borrower shall, without notice or
demand, immediately replace its outstanding Letters of Credit




	 	 	 
	 
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or cash collateralize its outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i), in an
aggregate amount sufficient to eliminate such excess.




          (ix) In the event that (A) the Total Revolving Exposure exceeds the Total Borrowing Base then
in effect, or (B) the Total Adjusted Revolving Exposure exceeds the Total Adjusted Borrowing Base
then in effect, each applicable Borrower shall, without notice or demand, immediately first, repay
or prepay its Borrowings, and second, replace its outstanding Letters of Credit or cash
collateralize its outstanding Letters of Credit in accordance with the procedures set forth in
Section 2.18(i), in an aggregate amount sufficient to eliminate such excess;
provided that to the extent such excess results solely by reason of a change in exchange
rates, unless a Default or an Event of Default has occurred and is continuing, no Borrower shall be
required to make such repayment, replacement or cash collateralization unless the amount of such
excess is greater than 5% of the Total Borrowing Base or Total Adjusted Borrowing Base, as the case
may be (in which event the applicable Borrowers shall make such replacements or cash
collateralization so as to eliminate such excess in its entirety).




          (x) In the event that the Total Revolving Exposure exceeds the total Revolving Commitments
then in effect, each applicable Borrower shall, without notice or demand, immediately first, repay
or prepay its Borrowings, and second, replace its outstanding Letters of Credit or cash
collateralize its outstanding Letters of Credit in accordance with the procedures set forth in
Section 2.18(i), in an aggregate amount sufficient to eliminate such excess.




          (xi) In the event an Activation Notice has been given (as contemplated by Section
9.01), Borrowers shall pay all proceeds of Collateral (other than proceeds of Term Loan
Priority Collateral) into the Collection Account, for application in accordance with Section
9.01(e).




     (c) Asset Sales. Not later than three (3) Business Days following the receipt of
any Net Cash Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, Borrowers shall
make (in addition to any prepayments required by Section 2.10(b) (which shall be made
regardless of whether any prepayment is required under this paragraph (c)), prepayments in
accordance with Section 2.10(h) and (i) in an aggregate amount equal to 100% of
such Net Cash Proceeds; provided that:



          (i) no such prepayment shall be required under this Section 2.10(c) with respect to
(A) any Asset Sale permitted by Section 6.06 other than clauses (b), (i) and (k) thereof,
(B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair
market value resulting in less than $5.0 million in Net Cash Proceeds in any fiscal year; and




          (ii) subject to any requirement for a prepayment made under Section 2.10(b) and so
long as no Event of Default or Cash Dominion Trigger Event shall then exist or would arise
therefrom, such proceeds shall not be required to be so applied on such date to the extent that
Administrative Borrower shall have delivered an Officers’ Certificate to the Funding Agent on or
prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or
capital assets or to make Permitted Acquisitions (and, in the case of Net Cash Proceeds from an
Asset Sale made pursuant to Section 6.06(k), such Net Cash Proceeds may also be used





	 	 	 
	 
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to make investments in joint ventures so long as a Company owns at least 50% of the Equity Interests
in such joint venture) within 365 days following the date of such Asset Sale (which Officers’
Certificate shall set forth the estimates of the proceeds to be so expended); provided that
if all or any portion of such Net Cash Proceeds is not so reinvested within such 365-day period,
such unused portion shall be applied on the last day of such period as a mandatory prepayment as
provided in this Section 2.10(c); provided, further, that if the property
subject to such Asset Sale constituted Collateral, then all property purchased with the Net Cash
Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable
Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the
other Secured Parties in accordance with Section 5.11 and Section 5.12.




     (d) Debt Issuance or Preferred Stock Issuance. (i) Not later than one (1) Business
Day following the receipt of any Net Cash Proceeds of any Debt Issuance by Holdings or any of its
Subsidiaries, Borrowers shall make prepayments in accordance with Sections 2.10(h) and
(i) in an aggregate amount equal to 100% of such Net Cash Proceeds; and (ii) not later
than one (1) Business day following the receipt of any Net Cash Proceeds of any Preferred Stock
Issuance made when Excess Availability is less than $90 million immediately prior to or after
giving effect to such prepayment and all Credit Extensions on such date, Borrowers shall make
prepayments in accordance with Sections 2.10(h) and (i) in an aggregate amount
equal to the lesser of 100% of such Net Cash Proceeds and the amount of such prepayment that
results in Excess Availability being $90 million after giving effect to such prepayment and all
Credit Extensions on such date.



     (e) Equity Issuance. Not later than one (1) Business Day following the receipt of
any Net Cash Proceeds of any Equity Issuance made when Excess Availability is less than $90
million immediately prior to or after giving effect to such Equity Issuance and all Credit
Extensions on such date, Borrowers shall make prepayments in accordance with Sections
2.10(h) and (i) in an aggregate amount equal to the lesser of 50% of such Net Cash
Proceeds and the amount of such prepayment that results in Excess Availability being $90 million
after giving effect to such prepayment and all Credit Extensions on such date (it being agreed
that the Borrowers may use the remaining Net Cash Proceeds to make required prepayments on the
Term Loan); provided, however, that if on the date of such Equity Issuance, (i)
no Default has occurred and is continuing and (ii) the Total Leverage Ratio is less than 3.0 to
1.0, then no such prepayment shall be required to be made in respect of such Equity Issuance;
provided, further, that this clause (e) shall not apply to the proceeds of any Qualified
Capital Stock issued by Holdings after the Closing Date to the Acquiror or any of its Affiliates.



     (f) Casualty Events. Not later than three (3) Business Days following the receipt
of any Net Cash Proceeds from a Casualty Event by Holdings or any of its Subsidiaries, Borrowers
shall make (in addition to any prepayments required by Section 2.10(b) (which shall be
made regardless of whether any prepayment is required under this paragraph (c)), prepayments in
accordance with Section 2.10(h) and (i) in an aggregate amount equal to 100% of
such Net Cash Proceeds; provided that:



          (i) so long as no Event of Default or Cash Dominion Trigger Event shall then exist or arise
therefrom, such proceeds (other than amounts required under Section 2.10(b) to be




	 	 	 
	 
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prepaid) shall not be required to be so applied on such date to the extent that (A) in the event such Net
Cash Proceeds exceed $1 million but shall not exceed $20.0 million, Administrative Borrower shall
have delivered an Officers’ Certificate to the Funding Agent on or prior to such date stating that
such proceeds are expected to be used, or (B) in the event that such Net Cash Proceeds exceed $20.0
million, the Funding Agent has consented by notice to Administrative Borrower on or prior to such
date to allowing such proceeds to be used, in each case, to repair, replace or restore any property
in respect of which such Net Cash Proceeds were paid or to reinvest in other fixed or capital
assets, no later than 365 days following the date of receipt of such proceeds; provided
that if the property subject to such Casualty Event constituted Collateral under the Security
Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this
subsection shall be made subject to the Lien of the applicable Security Documents in favor of the
Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance
with Section 5.11 and Section 5.12; and



(ii) if any portion of such Net Cash Proceeds shall not be so applied within such 365-day
period, such unused portion shall be applied on the last day of such period as a mandatory
prepayment as provided in this Section 2.10(f).




     (g) Closing Date Cash Flows. Not later than two (2) Business Days following the
Closing Date, Borrowers shall make prepayments in accordance with Sections 2.10(h) and
(i) in an aggregate amount such that after giving effect thereto, Excess Availability as
of the Closing Date would have been not less than $300 million if such prepayment had been made
on the Closing Date.



     (h) Application of Prepayments. (i) Prior to any optional or mandatory prepayment
hereunder, Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and
shall specify such selection in the notice of such prepayment pursuant to Section
2.10(i), subject to the provisions of this Section 2.10(h), provided that
after an Activation Notice has been delivered, Section 9.01(e) shall apply, provided,
further, that notwithstanding the foregoing, after an Event of Default has occurred and is
continuing or after the acceleration of the Obligations, Section 8.03 shall apply. Any
mandatory prepayment shall be made without reduction to the Revolving Commitments.



          (ii) Amounts to be applied pursuant to this Section 2.10 to the prepayment of
Revolving Loans by a Borrower shall be applied, as applicable, first to reduce outstanding
Swingline Loans, and then to reduce other outstanding Base Rate Loans of that Borrower. Any amounts remaining after
each such application shall be applied to prepay EURIBOR Loans, Eurocurrency Loans or BA Rate
Loans, as applicable, of that Borrower. Notwithstanding the foregoing, if the amount of any
prepayment of Loans required under this Section 2.10 shall be in excess of the amount of
the Base Rate Loans (including Swingline Loans) at the time outstanding (an “Excess Amount”), only
the portion of the amount of such prepayment as is equal to the amount of such outstanding Base
Rate Loans (including Swingline Loans) shall be immediately prepaid and, at the election of
Administrative Borrower, the Excess Amount shall be either (A) deposited in an escrow account on
terms satisfactory to the Collateral Agent and applied to the prepayment of EURIBOR Loans,
Eurocurrency Loans or BA Rate Loans on the last day of the then next-expiring Interest Period for
EURIBOR Loans, Eurocurrency Loans or BA Rate Loans; provided that (i) interest in respect
of such Excess Amount shall continue to accrue thereon at the rate




	 	 	 
	 
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provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full
to repay such Loans and (ii) at any time while an Event of Default has occurred and is continuing,
the Funding Agent may, and upon written direction from the Required Lenders shall, apply any or all
proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount or
(B) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.




          (i) Notice of Prepayment. Administrative Borrower or European Administrative
Borrower, as applicable, shall notify the Funding Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the
case of prepayment of a EURIBOR Borrowing, Eurocurrency Borrowing or BA Rate Borrowing, not later
than 11:00 a.m., Chicago time, three (3) Business Days before the date of prepayment, (ii) in the
case of prepayment of a Base Rate Borrowing, not later than 11:00 a.m., Chicago time, one (1)
Business Day before the date of prepayment, (iii) in the case of prepayment of a U.S. Swingline
Loan, not later than 11:00 a.m., Chicago time, on the date of prepayment, and (iv) in the case of
prepayment of a European Swingline Loan, not later than 11:00 a.m., Zurich time, on the date of
prepayment. Each such notice shall be irrevocable; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.07, then such notice of prepayment may be revoked if such
termination is revoked in accordance with Section 2.07. Each such notice shall specify
the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and,
in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment. Promptly following receipt of any such notice (other than a notice relating solely
to Swingline Loans), the Funding Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of
a Credit Extension of the same Type as provided in Section 2.02, except as necessary to
apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance
with this Section 2.10. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.06.



SECTION 2.11 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a EURIBOR Borrowing, Eurocurrency Borrowing or BA Rate Borrowing:




     (a) the Funding Agent determines (which determination shall be final and conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted
EURIBOR Rate, Adjusted LIBOR Rate or BA Rate for such Interest Period or that any Alternate
Currency is not available to the Lenders in sufficient amounts to fund any Borrowing consisting
of Alternate Currency Revolving Loans; or



     (b) the Funding Agent is advised in writing by the Required Lenders that the Adjusted
EURIBOR Rate, the Adjusted LIBOR Rate or BA Rate for such Interest Period will not adequately and
fairly reflect the cost to such Lenders of making or maintaining their Loans included in such
Borrowing for such Interest Period;


then the Funding Agent shall give written notice thereof to Administrative Borrower and the Lenders
as promptly as practicable thereafter and, until the Funding Agent notifies




	 	 	 
	 
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 Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a EURIBOR Borrowing, Eurocurrency Borrowing or BA Rate Borrowing, as applicable, shall be
ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars or a BA
Rate Borrowing in Canadian Dollars, such Borrowing shall be made as an ABR Borrowing or a Canadian
Base Rate Borrowing, as the case may be, and Borrowing Requests for any affected Alternate Currency
Revolving Loans (other than Loans in Canadian Dollars) or European Swingline Loans shall not be
effective.




SECTION 2.12 Yield Protection; Change in Law Generally.




     (a) Increased Costs Generally. If any Change in Law shall:



          (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit
extended or participated in, by any Lender (except any reserve requirement reflected in the
Adjusted LIBOR Rate or the Adjusted EURIBOR Rate, as applicable) or the Issuing Bank;




          (ii) subject any Lender or the Issuing Bank to any Tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or any EURIBOR Loan,
Eurocurrency Loan or BA Rate Loan made by it, or change the basis of taxation of payments to such
Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered
by Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender or the Issuing Bank); or




          (iii) impose on any Lender or the Issuing Bank or the interbank market any other condition,
cost or expense affecting this Agreement or EURIBOR Loans, Eurocurrency Loans or BA Rate Loans made
by such Lender or any Letter of Credit or participation therein;




          and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any EURIBOR Loan, any Eurocurrency Loan or BA Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Bank or
such Lender’s or the Issuing Bank’s holding company, if any, of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or any other amount), then, upon request
of such Lender or the Issuing Bank, Borrowers will pay to such Lender or the Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.




     (b) Capital Requirements. If any Lender or the Issuing Bank determines (in good
faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or the
Issuing Bank or any lending office of such Lender or such Lender’s or the Issuing Bank’s holding
company, if any, regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or
the Issuing Bank’s holding company, if any, as a consequence of this




	 	 	 
	 
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Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or
the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies
and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital
adequacy), then from time to time Borrowers will pay to such Lender or the Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.




     (c) Certificates for Reimbursement. A certificate of a Lender or the Issuing Bank
setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or
its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section
2.12 and delivered to Administrative Borrower shall be conclusive absent manifest error.
Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due
on any such certificate within ten (10) Business Days after receipt thereof.



     (d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that
Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this
Section for any increased costs incurred or reductions suffered more than nine months
prior to the date that such Lender or the Issuing Bank, as the case may be, notifies
Administrative Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor (except that,
if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of retroactive effect
thereof).



     (e) Change in Legality Generally. Notwithstanding any other provision of this
Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any
Eurocurrency Loan or any EURIBOR Loan, or to give effect to its obligations as
contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Loan, then, upon
written notice by such Lender to Administrative Borrower and the Funding Agent:



          (i) the Commitments of such Lender (if any) to fund the affected Type of Loan shall
immediately terminate;




          (ii) in the case of Dollar Denominated Loans, (x) such Lender may declare that Eurocurrency
Loans will not thereafter (for the duration of such unlawfulness) be continued for additional
Interest Periods and ABR Loans will not thereafter (for such duration) be converted into
Eurocurrency Loans, whereupon any request to convert an ABR Borrowing to a Eurocurrency Borrowing
or to continue a Eurocurrency Borrowing for an additional Interest Period shall, as to such Lender
only, be deemed a request to continue an ABR Loan as such, or to convert a Eurocurrency Loan into
an ABR Loan, as the case may be, unless such declaration shall be subsequently withdrawn and (y)
all such outstanding Eurocurrency Loans made by such Lender shall be automatically converted to ABR
Loans on the last day of the then current Interest




	 	 	 
	 
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Period therefor or, if earlier, on the date specified by such Lender in such notice (which date shall be no earlier than the last day of any
applicable grace period permitted by applicable law); and




          (iii) in the case of Eurocurrency Loans that are GBP Denominated Loans or Swiss Franc
Denominated Loans, or Dollar Denominated Loans of Swiss Borrower or U.K. Borrower, and in the case
of EURIBOR Loans, the applicable Borrower shall repay all such outstanding Eurocurrency Loans or
EURIBOR Loans, as the case may be, of such Lender on the last day of the then current Interest
Period therefor or, if earlier, on the date specified by such Lender in such notice (which date
shall be no earlier than the last day of any applicable grace period permitted by applicable law).




     (f) Change in Legality in Relation to Issuing Bank. Notwithstanding any other
provision of this Agreement, if any Change in Law shall make it unlawful for any Issuing Bank to
issue or allow to remain outstanding any Letter of Credit, then, by written notice to
Administrative Borrower and the Funding Agent:



          (i) such Issuing Bank shall no longer be obligated to issue any Letters of Credit; and




          (ii) each Borrower shall use its commercially reasonable best efforts to procure the release
of each outstanding Letter of Credit issued by such Issuing Bank.



SECTION 2.13 Breakage Payments. In the event of (a) the payment or prepayment,
whether optional or mandatory, of any principal of any Eurocurrency Loan, EURIBOR Loan or BA Rate
Loan earlier than the last day of an Interest Period applicable thereto (including as a result of
an Event of Default), (b) the conversion of any Eurocurrency Loan, EURIBOR Loan or BA Rate Loan
earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Revolving Loan on the date specified in any notice delivered
pursuant hereto (whether or not such notice was validly revoked pursuant to Section
2.07(c)) or (d) the assignment of any Eurocurrency Loan, EURIBOR Loan or BA Rate Loan earlier
than the last day of the Interest Period applicable thereto as a result of a request by Administrative
Borrower pursuant to Section 2.16(c), then, in any such event, the applicable Borrower
shall compensate each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurocurrency Loan, EURIBOR Loan or BA Rate Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBOR Rate, Adjusted EURIBOR Rate or BA Rate that would have been
applicable to such Loan, for the period from the date of such event to the last day of the then
current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for
the period that would have been the Interest Period for such Loan) (excluding, however, the
Applicable Margin included therein, if any), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender would bid were it to
bid, at the commencement of such period, for deposits of a comparable currency, amount and period
from other banks in the applicable interbank market. A certificate of any Lender setting forth in
reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this
Section 2.13 shall be delivered to




	 	 	 
	 
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Administrative Borrower (with a copy to the Funding Agent) and shall be conclusive and binding absent manifest error. The applicable Borrower shall
pay such Lender the amount shown as due on any such certificate within five (5) days after receipt
thereof.




SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.




     (a) Payments Generally. Each Loan Party shall make each payment required to be made
by it hereunder or under any other Loan Document (whether of principal, interest, fees or
Reimbursement Obligations, or of amounts payable under Section 2.12, Section
2.13, Section 2.15, Section 2.16, Section 2.22 or Section
11.03, or otherwise) on or before the time expressly required hereunder or under such other
Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m.,
Chicago time or, in the case of European Swingline Loans, 11:00 a.m. Zurich time), on the date
when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Funding Agent, be deemed to
have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Funding Agent at Agent’s Account, except
payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Section 2.12, Section 2.13, Section
2.15, Section 2.16, Section 2.22 and Section 11.03 shall be made
directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be
made to the persons specified therein. The Funding Agent shall distribute any such payments
received by it for the account of any other person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due on a day that is
not a Business Day, unless specified otherwise, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments under each Loan Document shall
be made in dollars, except as expressly specified otherwise.



     (b) Pro Rata Treatment.



          (i) Each payment by Borrowers of interest in respect of the Loans of any Class shall be
applied to the amounts of such obligations owing to the Lenders pro rata according to the
respective amounts then due and owing to the Lenders having Commitments of such Class.




          (ii) Each payment by Borrowers on account of principal of the Borrowings of any Class shall be
made pro rata according to the respective outstanding principal amounts of the Loans of such Class
then held by the Lenders.




     (c) Insufficient Funds. If at any time insufficient funds are received by and
available to the Funding Agent to pay fully all amounts of principal, Reimbursement Obligations,
interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of
interest and fees then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, toward payment
of principal and Reimbursement Obligations then due hereunder, ratably




	 	 	 
	 
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among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to
such parties.




     (d) Sharing of Set-Off. Subject to the terms of the Intercreditor Agreement, if any
Lender (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this
Section 2.14(d)) shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or other
Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount
of its Loans and accrued interest thereon or other Obligations greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify
the Funding Agent of such fact, and (b) purchase (for cash at face value) participations in the
Loans and such other obligations of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other amounts owing them, provided that:



          (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and




          (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made
by any Loan Party pursuant to and in accordance with the express terms of this Agreement or (y) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or participations in LC Disbursements to any assignee or participant, other than
to any Loan Party or any Subsidiary thereof (as to which the provisions of this paragraph shall
apply).



Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under
applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Loan Party rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of such Loan
Party in the amount of such participation. If under applicable bankruptcy, insolvency or any
similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which
this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the rights to which the
Secured Party is entitled under this Section 2.14(d) to share in the benefits of the
recovery of such secured claim.




     (e) Borrower Default. Unless the Funding Agent shall have received notice from
Administrative Borrower prior to the date on which any payment is due to the Funding Agent for
the account of the Lenders or the Issuing Bank hereunder that the applicable Borrower will not
make such payment, the Funding Agent may assume that the applicable Borrower have made such
payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the
applicable Borrower have not in fact made such payment, then each of the Lenders or the Issuing
Bank, as the case may be, severally agrees to repay to the Funding Agent forthwith on demand the
amount so distributed to such Lender or the Issuing Bank with




	 	 	 
	 
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interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to
the Funding Agent, at the greater of the Interbank Rate and a rate determined by the Funding
Agent in accordance with banking industry rules on interbank compensation.




     (f) Lender Default. If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.02(c), Section 2.14(e), Section 2.17(c),
Section 2.17(g), Section 2.18(d), Section 2.18(e), or Section
11.03(c), then the Funding Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Funding Agent for the account of
such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid.



SECTION 2.15 Taxes.




     (a) Payments Free of Taxes. Any and all payments by or on account of any obligation
of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of
and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided
that if any Loan Party shall be required by applicable Requirements of Law to deduct any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) such Loan Party shall
increase the sum payable as necessary so that after all required deductions and withholdings
(including deductions and withholdings applicable to additional sums payable under this
Section) each Agent, Lender or Issuing Bank, as the case may be, receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the applicable Loan
Party shall make such deductions and (iii) the applicable Loan Party shall timely pay the full
amount deducted to the relevant Taxing Authority in accordance with applicable Requirements of
Law.


The U.K. Borrower is not required to make an increased payment to any Agent, Lender or Issuing
Bank, under this Section for a deduction on account of an Indemnified Tax imposed by the
United Kingdom with respect to a payment of interest on a Loan, if on the date on which the payment
falls due:




          (i) the payment could have been made to that Agent, Lender or Issuing Bank without deduction
if it was a U.K. Qualifying Lender, but on that date that Agent, Lender or Issuing Bank is not or
has ceased to be a U.K. Qualifying Lender other than as a result of any change after the date of
this Agreement in (or in the interpretation, administration, or application of) any law or treaty,
or any published practice or concession of any relevant Taxing Authority; or




          (ii) the relevant lender is a U.K. Qualifying Lender solely under part (B) of the definition
of that term and it has not confirmed in writing to the U.K. Borrower that it falls within that
part (this subclause shall not apply where the Lender has not so confirmed and a change after the
date of this Agreement in (or in the interpretation, administration or application of) any law, or
any published practice or concession of any relevant Taxing Authority either: (I) renders such
confirmation unnecessary in determining whether the U.K. Borrower is required to make a withholding
or deduction for, or on account of Tax, or (II) prevents the Lender from giving such
confirmation); or






	 	 	 
	 
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          (iii) a payment is due to a Treaty Lender and the U.K. Borrower is able to demonstrate that
the payment could have been made to the Lender without deduction had the Lender complied with its
obligations under Section 2.15(g).




     (b) Payment of Other Taxes by Borrowers. Without limiting the provisions of
paragraph (a) above, each Loan Party shall timely pay any Other Taxes to the relevant Taxing
Authority in accordance with applicable Requirements of Law.



     (c) Indemnification by Borrowers. Each Loan Party shall indemnify each Agent,
Lender and the Issuing Bank, within ten (10) Business Days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) paid by
such Agent, Lender or the Issuing Bank, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Taxing
Authority. A certificate as to the amount of such payment or liability delivered to
Administrative Borrower by a Lender or the Issuing Bank (with a copy to the Funding Agent), or by
an Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error. No Borrower shall be obliged to provide indemnity under this
Section where the Indemnified Tax or Other Tax in question is (i) compensated for by an
increased payment under Sections 2.15(a) or 2.12(a)(ii) or (ii) would have been
compensated for by an increased payment under Section 2.15(a) but was not so compensated
solely because of one of the exclusions in that Section.



     (d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Loan Party to a Taxing Authority, the relevant Loan
Party shall deliver to the Funding Agent the original or a certified copy of a receipt
issued by such Taxing Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Funding Agent.



     (e) Status of Lenders. Except with respect to U.K. withholding taxes, any Lender
lending to a non-U.K. Borrower that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the applicable Loan Party is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder
or under any other Loan Document shall, to the extent it may lawfully do so, deliver to
Administrative Borrower (with a copy to the Funding Agent), at the time or times prescribed by
applicable Requirements of Law or reasonably requested by Administrative Borrower or the Funding
Agent (and from time to time thereafter, as requested by Administrative Borrower or Funding
Agent), such properly completed and executed documentation prescribed by applicable Requirements
of Law or any subsequent replacement or substitute form that may lawfully be provided as will
permit such payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by Administrative Borrower or the Funding Agent, shall deliver
such other documentation prescribed by applicable Requirements of Law or reasonably requested by
Administrative Borrower or the Funding Agent as will enable the applicable Loan Parties or the
Funding Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements; provided, however, that the Administrative
Borrower




	 	 	 
	 
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may treat any Agent, Lender or Issuing Bank as an “exempt recipient” based on the
indicators described in Treasury Regulations Section 1.6049-4(c) and if it may be so treated,
such Agent, Lender or Issuing Bank shall not be required to provide such documentation, except to
the extent such documentation is required pursuant to the Treasury Regulations promulgated under
the Code Section 1441.




     Each Lender which so delivers any document requested by Administrative Borrower or Funding
Agent in Section 2.15(e) herein further undertakes to deliver to Administrative Borrower
(with a copy to Funding Agent), upon request of Administrative Borrower or Funding Agent, copies of
such requested form (or a successor form) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most recent form so
delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably
requested by Administrative Borrower or Funding Agent, in each case, unless an event (including any
change in treaty, law or regulation) has occurred prior to the date on which any such delivery
would otherwise be required that renders all such forms inapplicable or that would prevent such
Lender from duly completing and delivering any such form with respect to it. For avoidance of
doubt, Borrowers shall not be required to pay additional amounts to any Lender or Funding Agent
pursuant to this Section 2.15(e) to the extent the obligation to pay such additional amount
would not have arisen but for the failure of such Lender or Funding Agent to comply with this
paragraph.



     (f) Treatment of Certain Refunds. If an Agent, a Lender or the Issuing Bank
determines, in its sole discretion, that it has received a refund of, credit against, relief or
remission for any Indemnified Taxes or Other Taxes as to which it has been indemnified by the
Loan Parties or with respect to which any Loan Party has paid additional amounts pursuant to this
Section, Section 2.12 (a)(ii), or Section 2.06 (j), it shall pay to such
Loan Party an amount equal to such refund, credit, relief or remission (but only to the extent of
indemnity payments made, or additional amounts paid, by such Loan Party under this
Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund
or any additional amounts under Section 2.12 (a)(ii), or Section 2.06 (j)), net
of all reasonable and customary out-of-pocket expenses of such Agent, Lender or the Issuing Bank,
as the case may be, and without interest (other than any interest paid by the relevant Taxing
Authority with respect to such refund or any additional amounts under Section 2.12
(a)(ii), or Section 2.06 (j)); provided that each Loan Party, upon the request of
such Agent, such Lender or the Issuing Bank, agrees to repay the amount paid over to such Loan
Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) to
such Agent, Lender or the Issuing Bank in the event such Agent, Lender or the Issuing Bank is
required to repay such refund to such Taxing Authority. Nothing in this Agreement shall be
construed to require any Agent, any Lender or the Issuing Bank to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to any Loan Party or
any other person. Notwithstanding anything to the contrary, in no event will any Agent, Lender
or the Issuing Bank be required to pay any amount to any Loan Party the payment of which would
place such Agent, Lender or the Issuing Bank in a less favorable net after-tax position than such
Agent, Lender or the Issuing Bank would have been in if the additional amounts giving rise to
such refund of any Indemnified Taxes or Other Taxes had never been paid.




	 	 	 
	 

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     (g) Notwithstanding anything to the contrary in Section 2.15(e), with respect to
non-U.S. withholding taxes, the Funding Agent, the relevant Lender(s) (at the written request of
the relevant Loan Party) and the relevant Loan Party, shall co-operate in completing any
procedural formalities necessary (including delivering any documentation prescribed by the
applicable Requirement of Law and making any necessary reasonable approaches to the relevant
Taxing Authorities) for the relevant Loan Party to obtain authorization to make a payment to
which the Funding Agent or such Lender(s) is entitled without a deduction or withholding for, or
on account of, Taxes; provided, however, that none of the Funding Agent or any
Lender shall be required to provide any documentation that it is not legally entitled to provide,
or take any action that, in the Funding Agent’s or the relevant Lender’s reasonable judgment,
would subject the Funding Agent or such Lender to any material unreimbursed costs or otherwise be
disadvantageous to it in any material respect.



     (h) Treaty Relief Time Limit Obligations. Subject to Section 2.15(g), a
Treaty Lender in respect of an advance to the U.K. Borrower shall within 30 days of becoming a
Lender in respect of that advance, (unless it is unable to do so as a result of any change after
the date of this Agreement in (or in the interpretation, administration, or application of) any
law or treaty, or any published practice or concession of any relevant Taxing Authority), file
with the appropriate Taxing Authority for certification a duly completed U.K. double taxation
relief application form for the U.K. Borrower to obtain authorization to pay interest to that
Lender in respect of such advance without a deduction for Taxes in respect of Tax imposed by the
United Kingdom on interest and provide the U.K. Borrower with reasonably satisfactory evidence
that such form has been filed. If a Treaty Lender fails to comply with its obligations under this
Section 2.15(h), the U.K. Borrower shall not be required to make an increased payment to
that Lender under Section 2.15(a) until such time as such Lender has filed such relevant
documentation. This Section 2.15(h) shall not apply to a Treaty Lender if a filing under
the PTR Scheme has been made in respect of that Treaty Lender in accordance with Section 2.15(i) and HM Revenue & Customs have confirmed that provisional treaty
relief is available. The Funding Agent and/or the relevant Treaty Lender, as applicable, shall
use reasonable efforts to promptly provide to HM Revenue & Customs any additional information or
documentation requested by HM Revenue & Customs from the Funding Agent or the relevant Treaty
Lender (as the case may be) in connection with a treaty relief claim under this paragraph;
provided, however that neither the Funding Agent nor any Treaty Lender shall be
required to provide any information or documentation that it is not legally entitled to provide,
or take any action that, in the Funding Agent’s or the relevant Lender’s reasonable judgment
would subject the Funding Agent or such Lender to any material unreimbursed costs or otherwise be
disadvantageous to it in any material respect;



     (i) Requirement to Seek Refund in Respect of an Increased Payment. If the U.K.
Borrower makes a tax deduction (a “Tax Deduction”) in respect of tax imposed by the United
Kingdom on interest from a payment of interest to a Treaty Lender, and Section 2.15(a)
applies to increase the amount of the payment due to that Treaty Lender from the U.K. Borrower,
the U.K. Borrower shall promptly provide the Treaty Lender with an executed original certificate,
in the form required by HM Revenue & Customs, evidencing the Tax Deduction. The Treaty Lender
shall, within a reasonable period following receipt of such certificate, apply to HM Revenue &
Customs for a refund of the amount of the tax deduction and, upon receipt by the Treaty Lender of
such amount from HM Revenue & Customs,




	 	 	 
	 

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Section 2.15(f) shall apply in relation thereto
and for the avoidance of doubt, a refund obtained pursuant to this Section 2.15(i) shall
be considered as received by the Treaty Lender for the purposes of Section 2.15(f) and no
Agent, Lender or Issuing Bank shall have discretion to determine otherwise; provided,
however, that this Section 2.15(i) shall not require a Treaty Lender to apply for
a refund of the amount of the Tax Deduction if the procedural formalities required in relation to
making such an application are materially more onerous or require the disclosure of materially
more information than the procedural formalities required by HM Revenue & Customs as at the date
of this Agreement in relation to such an application.




     (j) U.K. Provisional Treaty Relief Scheme.



     For the avoidance of doubt, this Section 2.15(j) shall apply only if and to the extent
that the PTR Scheme is available to Treaty Lenders.



Each Treaty Lender:




          (i) irrevocably appoints the Funding Agent to act as syndicate manager under, and authorizes
the Funding Agent to operate, and take any action necessary or desirable under, the PTR Scheme in
connection with the Loan Documents and Loans;




          (ii) shall co-operate with the Funding Agent in completing any procedural formalities
necessary under the PTR Scheme, and shall promptly supply to the Funding Agent such information as
the Funding Agent may request in connection with the operation of the PTR Scheme;




          (iii) without limiting the liability of any Loan Party under this Agreement, shall, within
five (5) Business Days of demand, indemnify the Funding Agent for any liability or
loss incurred by the Funding Agent as a result of the Funding Agent acting as syndicate
manager under the PTR Scheme in connection with the Treaty Lender’s participation in any Loan
(except to the extent that the liability or loss arises directly from the Funding Agent’s gross
negligence or willful misconduct); and




          (iv) shall, within five (5) Business Days of demand, indemnify the U.K. Borrower for any tax
which the U.K. Borrower becomes liable to pay in respect of any payments made to such Treaty Lender
arising as a result of any incorrect information supplied by such Treaty Lender under paragraph
(ii) above which results in a provisional authority issued by the HM Revenue & Customs under the
PTR Scheme being withdrawn.



The U.K. Borrower acknowledges that it is fully aware of its contingent obligations under the PTR
Scheme and shall:




          (i) promptly supply to the Funding Agent such information as the Funding Agent may request in
connection with the operation of the PTR Scheme; and




          (ii) act in accordance with any provisional notice issued by the HM Revenue & Customs under
the PTR Scheme.




	 	 	 
	 

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The Funding Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional
authority issued to it under the PTR Scheme in connection with any Loan to the U.K. Borrowers
specified in such provisional authority.



All parties acknowledge that the Funding Agent:




          (i) is entitled to rely completely upon information provided to it in connection with this
Section 2.15(j);




          (ii) is not obliged to undertake any enquiry into the accuracy of such information, nor into
the status of the Treaty Lender or, as the case may be, the U.K. Borrower providing such
information; and




          (iii) shall have no liability to any person for the accuracy of any information it submits in
connection with this Section 2.15(j).




     (k) Except as otherwise provided in Section 2.15(h) or (j), if, as a result
of executing a Loan Document, entering into the transactions contemplated thereby or with respect
thereto, receiving a payment or enforcing its rights thereunder, an Agent, Lender or the Issuing
Bank is required to file a Tax Return in a jurisdiction in which it would not otherwise be
required to file, the Loan Parties shall promptly provide such assistance as the relevant Agent,
Lender or the Issuing Bank shall reasonably request with respect to the completion and filing of
such Tax Return. For clarification, any expenses incurred in connection with such filing shall be
subject to Section 11.03.



SECTION 2.16 Mitigation Obligations; Replacement of Lenders.




     (a) Designation of a Different Lending Office. Subject to Section 11.04(h),
each Lender may at any time or from time to time designate, by written notice to the Funding
Agent, one or more lending offices (which, for this purpose, may include Affiliates of the
respective Lender) for the various Loans made, and Letters of Credit participated in, by such
Lender (including, in the case of Canadian Lenders, by designating, subject to Section
2.20, a separate lending office (or Affiliate) to act as such with respect to Dollar
Denominated Loans and LC Exposure versus Non-Dollar Denominated Loans; provided that,
unless such designation is made after the occurrence of a Conversion Event, to the extent such
designation shall result, as of the time of such designation, in increased costs under
Section 2.12 or Section 2.15 in excess of those which would be charged in the
absence of the designation of a different lending office (including a different Affiliate of the
respective Lender), then the Borrowers shall not be obligated to pay such excess increased costs
(although the Borrowers, in accordance with and pursuant to the other provisions of this
Agreement, shall be obligated to pay the costs which would apply in the absence of such
designation and any subsequent increased costs of the type described above resulting from changes
after the date of the respective designation). Each lending office and Affiliate of any Lender
designated as provided above shall, for all purposes of this Agreement, be treated in the same
manner as the respective Lender (and shall be entitled to all indemnities and similar provisions
in respect of its acting as such hereunder). The proviso to the first sentence of this
Section 2.16(a) shall not




	 	 	 
	 

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apply to changes in a lending office pursuant to Section 2.16(b) if such change was made upon the written request of the Administrative Borrower.




     (b) If any Lender requests compensation under Section 2.12, or requires any Loan
Party to pay any additional amount to any Lender or any Taxing Authority for the account of any
Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.12 or Section 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. Each Loan Party hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.
A certificate setting forth such costs and expenses submitted by such Lender to Administrative
Borrower shall be conclusive absent manifest error.



     (c) Replacement of Lenders. If any Lender requests compensation under Section
2.12, or if any Borrower is required to pay any additional amount to any Lender or any Taxing
Authority for the account of any Lender pursuant to Section 2.15, or if any Lender
defaults in its obligation to fund Loans hereunder, or if Administrative Borrower exercises its
replacement rights under Section 11.02(d), then Borrowers may, at their sole expense and
effort, upon notice by the Administrative Borrower to such Lender and the Funding Agent, require
such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 11.04 (including Section
11.04(h))), all of its interests, rights and obligations under this Agreement and the other
Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that:



          (i) Borrowers or the assignee shall have paid to the Funding Agent the processing and
recordation fee specified in Section 11.04(b);




          (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 2.13), from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the applicable Borrowers (in the case of
all other amounts);




          (iii) in the case of any such assignment resulting from a claim for compensation under
Section 2.12 or payments required to be made pursuant to Section 2.15, such
assignment will result in a reduction in such compensation or payments thereafter; and




          (iv) such assignment does not conflict with applicable Requirements of Law.



A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling Borrowers to require
such assignment and delegation cease to apply.




	 	 	 
	 

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SECTION 2.17 Swingline Loans.




     (a) U.S. Swingline Loans. The Funding Agent, the U.S. Swingline Lender and the
U.S./European Lenders agree that in order to facilitate the administration of this Agreement and
the other Loan Documents, promptly after the Administrative Borrower requests a Base Rate U.S.
Revolving Loan, the U.S. Swingline Lender may elect to have the terms of this Section
2.17(a) apply to up to $75 million of (or, in the case of the initial Borrowing of U.S.
Revolving Loans on the Closing Date, the entire amount of) such Borrowing Request by crediting,
on behalf of the U.S./European Lenders and in the amount requested, same day funds to the U.S.
Borrowers (or, in the case of a U.S. Swingline Loan made to finance the reimbursement of an LC
Disbursement in respect of a U.S. Letter of Credit as provided in Section 2.18(e), by
remittance to the Issuing Bank), on the applicable Borrowing date as directed by the
Administrative Borrower in the applicable Borrowing Request maintained with the Funding Agent
(each such Loan made solely by the U.S. Swingline Lender pursuant to this Section 2.17(a)
is referred to in this Agreement as a “U.S. Swingline Loan”), with settlement among them as to
the U.S. Swingline Loans to take place on a periodic basis as set forth in Section
2.17(c). Each U.S. Swingline Loan shall be subject to all the terms and conditions
applicable to other Base Rate U.S. Revolving Loans funded by the U.S./European Lenders, except
that all payments thereon shall be payable to the U.S. Swingline Lender solely for its own
account. U.S. Swingline Loans shall be made in minimum amounts of $1.0 million and integral
multiples of $500,000 above such amount.



     (b) U.S. Swingline Loan Participations. Upon the making of a U.S. Swingline Loan
(whether before or after the occurrence of a Default and regardless of whether a Settlement has
been requested with respect to such U.S. Swingline Loan), each U.S./European Lender shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from the U.S. Swingline Lender, without recourse or warranty, an undivided interest and
participation in such U.S. Swingline Loan in proportion to its Pro Rata Percentage of the
U.S./European Commitment. The U.S. Swingline Lender may, at any time, require the U.S./European
Lenders to fund their participations. From and after the date, if any, on which any
U.S./European Lender is required to fund its participation in any U.S. Swingline Loan purchased
hereunder, the Funding Agent shall promptly distribute to such Lender, such Lender’s Pro Rata
Percentage of all payments of principal and interest and all proceeds of Collateral received by
the Funding Agent that are payable to such Lender in respect of such Loan.



     (c) U.S. Swingline Loan Settlement. The Funding Agent, on behalf of the U.S.
Swingline Lender, shall request settlement (a “Settlement”) with the U.S./European Lenders on at
least a weekly basis or on any date that the Funding Agent elects, by notifying the U.S./European
Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 11:00 a.m.
Chicago time on the date of such requested Settlement (the “Settlement Date”). Each
U.S./European Lender (other than the U.S. Swingline Lender, in the case of the U.S. Swingline
Loans) shall transfer the amount of such U.S./European Lender’s Pro Rata Percentage of the
outstanding principal amount of the applicable Loan with respect to which Settlement is requested
to the Funding Agent, to such account of the Funding Agent as the Funding Agent may designate,
not later than 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during
the existence of a Default and whether or not the




	 	 	 
	 

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applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Funding Agent
shall be applied against the amounts of the U.S. Swingline Lender’s U.S. Swingline Loans and,
together with U.S. Swingline Lender’s Pro Rata Percentage of such U.S. Swingline Loan, shall
constitute U.S. Revolving Loans of such U.S./European Lenders. If any such amount is not
transferred to the Funding Agent by any U.S./European Lender on such Settlement Date, each of
such Lender and the U.S. Borrowers severally agrees to repay to the U.S. Swingline Lender
forthwith on demand such corresponding amount together with interest thereon, for each day from
the date such amount is made available to such Borrowers until the date such amount is repaid to
the U.S. Swingline Lender at (i) in the case of such U.S. Borrowers, the interest rate applicable
at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the
greater of the Interbank Rate and a rate determined by the Funding Agent in accordance with
banking industry rules on interbank compensation. If such Lender shall repay to the U.S.
Swingline Bank such corresponding amount, such amount shall constitute such Lender’s Loan as part
of such Borrowing for purposes of this Agreement, and the applicable Borrowers’ obligations to
repay the Funding Agent such corresponding amount pursuant to this Section 2.17(c) shall
cease.




     (d) European Swingline Commitment. Subject to the terms and conditions set forth
herein and from and after the European Swingline Activation Date, the European Swingline Lender
agrees to make European Swingline Loans to the European Administrative Borrower from time to time
during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding that will not (subject to the provisions of
Section 10.10) result in (i) the aggregate principal amount of outstanding European
Swingline Loans exceeding the European Swingline Commitment, (ii) the Total U.S./European
Revolving Exposure exceeding the Total U.S./European Commitment, (iii) the Total Adjusted
Revolving Exposure exceeding the Total Adjusted Borrowing Base, or (iv) the Total Revolving
Exposure exceeding the lesser of (A) the total Revolving Commitments and (B) the Total Borrowing
Base then in effect; provided that the European Swingline Lender shall not be required to
make a European Swingline Loan (i) to refinance an outstanding European Swingline Loan, or if
another European Swingline Loan is then outstanding or (ii) if a European Swingline Loan has been
outstanding within three (3) Business Days prior to the date of such requested European Swingline
Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the
European Administrative Borrower may borrow, repay and reborrow European Swingline Loans.



     (e) European Swingline Loans. To request a European Swingline Loan, the European
Administrative Borrower shall deliver, by hand delivery or telecopier, a duly completed and
executed Borrowing Request to the Funding Agent and the European Swingline Lender, not later than
11:00 a.m., Zurich time, on the day of a proposed European Swingline Loan. Each such notice
shall be irrevocable and shall specify the requested date (which shall be a Business Day),
currency, Interest Period, and the amount of the requested European Swingline Loan. Each
European Swingline Loan shall be a Eurocurrency Loan with an Interest Period between two days and
seven days and shall be made in Euros, GBP or Swiss francs. The European Swingline Lender shall
make each European Swingline Loan available to the European Administrative Borrower to an account
as directed by the European Administrative Borrower in the applicable Borrowing Request
maintained with the Funding




	 	 	 
	 

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Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.18(e), by remittance to the
Issuing Bank) by 4:00 p.m., Zurich time, on the requested date of such European Swingline Loan.
The European Administrative Borrower shall not request a European Swingline Loan if at the time
of or immediately after giving effect to the extension of credit contemplated by such request a
Default has occurred and is continuing or would result therefrom. European Swingline Loans shall
be made in minimum amounts of €1.0 million (for Loans denominated in Euros), GBP1.0 million (for
Loans denominated in GBP), or CHF1.0 million (for Loans denominated in Swiss Francs) and integral
multiples of €500,000, GBP500,000 or CHF500,000, respectively, above such amount.




     (f) Prepayment. The European Administrative Borrower shall have the right at any
time and from time to time to repay any European Swingline Loan, in whole or in part, upon giving
written notice to the European Swingline Lender and the Funding Agent before 11:00 a.m., Zurich
time, on the proposed date of repayment. All payments in respect of the European Swingline Loans
shall be made to the European Swingline Lender at Agent’s Account.



     (g) Participations. The European Swingline Lender may at any time in its discretion
by written notice given to the Funding Agent (provided such notice requirement shall not
apply if the European Swingline Lender and the Funding Agent are the same entity) not later than
11:00 a.m., Zurich time, on the third succeeding Business Day following such
notice require the U.S./European Lenders to acquire participations on such Business Day in
all or a portion of the European Swingline Loans then outstanding; provided that (i)
European Swingline Lender shall not give such notice prior to the occurrence of an Event of
Default, and (ii) such notice shall be deemed given automatically upon the occurrence of a
Conversion Event; provided further, that if (x) such Event of Default is cured or
waived in writing in accordance with the terms hereof, (y) no Obligations have yet been declared
due and payable under Article 8 (or a rescission has occurred under Section 8.02)
and (z) the European Swingline Lender has actual knowledge of such cure or waiver, all prior to
the European Swingline Lender’s giving (or being deemed to give) such notice, then the European
Swingline Lender shall not give any such notice based upon such cured or waived Event of Default.
Such notice shall specify the aggregate amount of European Swingline Loans in which
U.S./European Lenders will participate. Promptly upon receipt of such notice, the Funding Agent
will give notice thereof to each U.S./European Lender, specifying in such notice such Lender’s
Pro Rata Percentage of such European Swingline Loan or Loans. Each U.S./European Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the
Funding Agent, for the account of the European Swingline Lender, such Lender’s Pro Rata
Percentage of such European Swingline Loan or Loans. Each U.S./European Lender acknowledges and
agrees that its obligation to acquire participations in European Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever (so long as such payment shall not cause such Lender’s Pro Rata
Percentage of the Total U.S./European Revolving Exposure to exceed such Lender’s U.S./European
Commitment. Each U.S./European Lender shall comply with its obligation under this paragraph by
wire transfer




	 	 	 
	 

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     of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and
Section 2.02 shall apply,
mutatis mutandis, to the payment obligations of the U.S./European Lenders), and the Funding Agent
shall promptly pay to the European Swingline Lender the amounts
so received by it from the U.S./European Lenders. The Funding Agent shall notify the European Administrative Borrower of
any participations in any European Swingline Loan acquired by the U.S./European Lenders pursuant
to this paragraph, and thereafter payments in respect of such European Swingline Loan shall be
made to the Funding Agent and not to the European Swingline Lender. Any amounts received by the
European Swingline Lender from the European Administrative Borrower (or other party on behalf of
the European Administrative Borrower) in respect of a European Swingline Loan after receipt by
the European Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Funding Agent. Any such amounts received by the Funding Agent shall be
promptly remitted by the Funding Agent to the U.S./European Lenders that shall have made their
payments pursuant to this paragraph, as their interests may appear. The purchase of
participations in a European Swingline Loan pursuant to this paragraph shall not relieve the
European Administrative Borrower of any default in the payment thereof.



     (h) Notwithstanding any provisions of this Agreement to the contrary, no Person shall be or
become European Swingline Lender hereunder unless such Person is a Swiss Qualifying Bank.


SECTION 2.18 Letters of Credit.




     (a) General. Subject to the terms and conditions set forth herein:



          (i) the Administrative Borrower may request the U.S./European Issuing Bank, and the
U.S./European Issuing Bank agrees, to issue Letters of Credit (each, a “U.S. Letter of Credit”)
denominated in any Approved Currency (other than Canadian Dollars) for the account of a Loan Party
(other than a Canadian Subsidiary) designated by Administrative Borrower in a form reasonably
acceptable to the Funding Agent and the U.S./European Issuing Bank, at any time and from time to
time during the Revolving Availability Period (provided that a U.S. Borrower shall be a
co-applicant, and be jointly and severally liable, with respect to each U.S. Letter of Credit
issued for the account of another Subsidiary of Holdings). The European Administrative Borrower
may request the U.S./European Issuing Bank, and the U.S./European Issuing Bank agrees, to issue
Letters of Credit (each, a “European Letter of Credit” and, together with the U.S. Letters of
Credit, each a “U.S./European Letter of Credit”) denominated in any Approved Currency (other than
Canadian Dollars) for the account of a Loan Party (other than a Canadian Subsidiary) designated by
European Administrative Borrower in a form reasonably acceptable to the Funding Agent and the
U.S./European Issuing Bank, at any time and from time to time during the Revolving Availability
Period (provided that the European Administrative Borrower shall be a co-applicant, and be
jointly and severally liable, with respect to each European Letter of Credit issued for the account
of another Subsidiary of Holdings). The U.S./European Issuing Bank shall have no obligation to
issue, and the Applicable Administrative Borrower shall not request the issuance of, any
U.S./European Letter of Credit at any time if after giving effect to such issuance, the
U.S./European LC Exposure would exceed the U.S./European LC Commitment, the Total U.S./European
Revolving Exposure would exceed the





	 	 	 
	 

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Total U.S./European Commitment, or the total Revolving Exposure
would exceed the total Revolving Commitments;




          (ii) the Administrative Borrower may request the Canadian Issuing Bank, and the Canadian
Issuing Bank agrees, to issue Letters of Credit (each, a “Canadian Letter of Credit”) denominated
in dollars or Canadian Dollars for the account of a Loan Party designated by Administrative
Borrower that is a Canadian Subsidiary of Holdings in a form reasonably acceptable to the Canadian
Funding Agent and the Canadian Issuing Bank, at any time and from time to time during the Revolving
Availability Period (provided that the Administrative Borrower shall be a co-applicant, and
be jointly and severally liable, with respect to each Canadian Letter of Credit issued for the
account of another Canadian Subsidiary of Holdings). The Canadian Issuing Bank shall have no
obligation to issue, and the Administrative Borrower shall not request the issuance of, any
Canadian Letter of Credit at any time if after giving effect to such issuance, the Canadian LC
Exposure would exceed the Canadian LC Commitment, the Total Canadian Revolving Exposure would
exceed the Total Canadian Commitment, or the total Revolving Exposure would exceed the total
Revolving Commitments;




          (iii) in the event of any inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any form of letter of credit application or other agreement submitted
by any Applicable Administrative Borrower to, or entered into by any
Applicable Administrative Borrower with, the Issuing Bank relating to any Letter of Credit,
the terms and conditions of this Agreement shall control.




     (b) Request for Issuance, Amendment, Renewal, Extension; Certain Conditions and
Notices. To request the issuance of a Letter of Credit or the amendment, renewal or
extension of an outstanding Letter of Credit, the Applicable Administrative Borrower shall
deliver, by hand or telecopier (or transmit by electronic communication, if arrangements for
doing so have been approved by the Issuing Bank and the Funding Agent), an LC Request to the
applicable Issuing Bank and the Funding Agent not later than 11:00 a.m. Chicago time on the third
Business Day preceding the requested date of issuance, amendment, renewal or extension (or such
later date and time as is acceptable to the Issuing Bank).



     A request for an initial issuance of a Letter of Credit shall specify in form and detail
satisfactory to the Issuing Bank:



          (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business
Day);




          (ii) the amount and the currency thereof;




          (iii) the expiry date thereof (which shall not be later than the close of business on the
Letter of Credit Expiration Date);




          (iv) the name and address of the beneficiary thereof;




          (v) whether the Letter of Credit is to be issued for its own account or for the account of one
of the other Subsidiaries of Holdings (provided that the Applicable



	 	 	 
	 

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Administrative Borrower shall be a co-applicant, and therefore jointly and severally liable, with respect to each Letter of
Credit issued for the account of another Subsidiary of Holdings);




          (vi) the documents to be presented by such beneficiary in connection with any drawing
thereunder;




          (vii) the full text of any certificate to be presented by such beneficiary in connection with
any drawing thereunder; and




          (viii) such other matters as the Issuing Bank may require.




     A request for an amendment, renewal or extension of any outstanding Letter of Credit shall
specify in form and detail satisfactory to the Issuing Bank:



          (i) the Letter of Credit to be amended, renewed or extended;




          (ii) the proposed date of amendment, renewal or extension thereof (which shall be a
Business Day);




          (iii) the nature of the proposed amendment, renewal or extension; and




          (iv) such other matters as the Issuing Bank may require.



If requested by the Issuing Bank, the Applicable Administrative Borrower also shall submit a letter
of credit application on the Issuing Bank’s standard form in connection with any request for a
Letter of Credit, but in the event of any inconsistency between such standard form and this
Agreement, the terms of this Agreement shall control. A U.S./European Letter of Credit shall be
issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension
of each U.S./European Letter of Credit, the Applicable Administrative Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment, renewal or extension
and subject to the provisions of Section 10.10, (i) the U.S./European LC Exposure shall not
exceed the U.S./European LC Commitment, (ii) the Total Revolving Exposure shall not exceed the
lesser of (I) the Total Borrowing Base, and (II) the total Revolving Commitments, (iii) the Total
U.S./European Revolving Exposure shall not exceed the Total U.S./European Commitment, (iv) the
Total Adjusted Revolving Exposure shall not exceed the Total Adjusted Borrowing Base, and (v) the
conditions set forth in Section 4.02 in respect of such issuance, amendment, renewal or
extension shall have been satisfied. A Canadian Letter of Credit shall be issued, amended, renewed
or extended only if (and, upon issuance, amendment, renewal or extension of each Canadian Letter of
Credit, the Canadian Administrative Borrower shall be deemed to represent and warrant that), after
giving effect to such issuance, amendment, renewal or extension and subject to the provisions of
Section 10.10, (i) the Canadian LC Exposure shall not exceed the Canadian LC Commitment,
(ii) the Total Revolving Exposure shall not exceed the lesser of (I) the Total Borrowing Base, and
(II) the total Revolving Commitments, (iii) the Total Canadian Revolving Exposure shall not exceed
the Total Canadian Commitment, (iv) the Total Adjusted Revolving Exposure shall not exceed the
Total Adjusted Borrowing Base, and (v) the conditions set forth in Section 4.02 in respect
of such issuance, amendment, renewal or extension shall have been satisfied. Unless the Issuing
Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than $100,000,
in the case of a



	 	 	 
	 

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Commercial Letter of Credit, or $500,000, in the case of a Standby Letter of
Credit, or is to be denominated in a currency other than dollars or an Approved Currency.




     Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to
a Letter of Credit, the Issuing Bank shall promptly notify the Funding Agent, who shall promptly
notify each U.S./European Lender (in the case of a U.S./European Letter of Credit), or each
Canadian Lender (in the case of the Canadian Letter of Credit), thereof, which notice shall be
accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to
a Letter of Credit and the amount of such Lender’s respective participation in such Letter of
Credit pursuant to Section 2.18(e). On the first Business Day of each calendar month, each
U.S./European Issuing Bank shall provide to the Funding Agent a report listing all outstanding
U.S./European Letters of Credit and the amounts and beneficiaries thereof and the Funding Agent
shall promptly provide such report to each U.S./European Lender. On the first Business Day of each
calendar month, each Canadian Issuing Bank shall provide to the Funding Agent a report listing all
outstanding Canadian Letters of Credit and the amounts and beneficiaries thereof and the Funding
Agent shall promptly provide such report to each Canadian Lender.



     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) in the case of a Standby Letter of Credit, (x) the date which is
one year after the date of the issuance of such Standby Letter of Credit (or, in the case of any
renewal or extension thereof, one year after such renewal or extension) and (y) the Letter of
Credit Expiration Date and (ii) in the case of a Commercial Letter of Credit, (x) the date that
is 180 days after the date of issuance of such Commercial Letter of Credit (or, in the case of
any renewal or extension thereof, 180 days after such renewal or extension) and (y) the Letter of
Credit Expiration Date.



     (d) Participations. By the issuance of a U.S./European Letter of Credit (or an
amendment to a U.S./European Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby
irrevocably grants to each U.S./European Lender, and each U.S./European Lender hereby acquires
from the Issuing Bank, a participation in such U.S./European Letter of Credit equal to such
U.S./European Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under
such U.S./European Letter of Credit. In consideration and in furtherance of the foregoing, each
U.S./European Lender hereby absolutely and unconditionally agrees to pay to the Funding
Agent, for the account of the U.S./European Issuing Bank, such U.S./European Lender’s Pro Rata
Percentage of each LC Disbursement made by the U.S./European Issuing Bank and not reimbursed by
the Applicable Administrative Borrower on the date due as provided in Section 2.18(e), or
of any reimbursement payment required to be refunded to the Applicable Administrative Borrower
for any reason. By the issuance of a Canadian Letter of Credit (or an amendment to a Canadian
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby irrevocably grants to each Canadian Lender,
and each Canadian Lender hereby acquires from the Issuing Bank, a participation in such Canadian
Letter of Credit equal to such Canadian Lender’s Pro Rata Percentage of the aggregate amount
available to be drawn under such Canadian Letter of Credit. In consideration and in furtherance
of the foregoing, each Canadian Lender hereby absolutely and unconditionally agrees to pay to the
Funding





	 	 	 
	 

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Agent, for the account of the Canadian Issuing Bank, such Canadian Lender’s Pro Rata
Percentage of each LC Disbursement made by the Canadian Issuing Bank and not reimbursed by the
Applicable Administrative Borrower on the date due as provided in Section 2.18(e), or of
any reimbursement payment required to be refunded to the Applicable Administrative Borrower for
any reason. Each Lender acknowledges and agrees that its obligation to acquire participations
pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, or expiration, termination or cash collateralization of any
Letter of Credit and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.




     (e) Reimbursement.



          (i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the
Applicable Administrative Borrower (or in the case of the Existing Letters of Credit, the
Administrative Borrower or such other Borrower as it shall designate) shall reimburse such LC
Disbursement by paying to the Issuing Bank an amount equal to such LC Disbursement not later than
3:00 p.m., Chicago time, on the date that such LC Disbursement is made, if such Letter of Credit is
a U.S. Letter of Credit or a Canadian Letter of Credit and the Administrative
Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., Chicago time
on such date, or, if such Letter of Credit is European Letter of Credit, or if such notice has not
been received by the Applicable Administrative Borrower prior to such time on such date, then not
later than 3:00 p.m., Chicago time, on the Business Day immediately following the day that the
Applicable Administrative Borrower receives such notice; provided that the Applicable
Administrative Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 or 2.17 that such payment be financed with Base Rate
Revolving Loans in dollars in the Dollar Equivalent amount of such LC Disbursement, or with respect
to LC Disbursements in euros or GBP, European Swingline Loans in an equivalent amount of such
currency and, to the extent so financed, the Applicable Administrative Borrower’s obligation to
make such payment shall be discharged and replaced by the resulting Base Rate Revolving Loans or
Swingline Loans.




          (ii) If the Applicable Administrative Borrower fails to make such payment when due, the
Issuing Bank shall notify the Funding Agent and the Funding Agent shall notify each applicable
Lender of the applicable LC Disbursement, the payment then due from the Applicable Administrative
Borrower in respect thereof and such Lender’s Pro Rata Percentage thereof. Each applicable Lender
shall pay by wire transfer of immediately available funds to the Funding Agent not later than 2:00
p.m., Chicago time, on such date (or, if (x) such Letter of Credit is a European Letter of Credit,
not later than 11:00 a.m. Chicago time on the third Business Day following such notice or (y) such
Letter of Credit is not a European Letter of Credit and such Lender shall have received such notice
later than 11:00 a.m., Chicago time, on any day, not later than 11:00 a.m., Chicago time, on the
immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of the
unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c) with respect
to Revolving Loans made by such Lender, and the Funding Agent will promptly pay to the Issuing Bank
the amounts so received by it from the Lenders. The Funding Agent will promptly pay to the Issuing
Bank any amounts




	 	 	 
	 

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received by it from the Applicable Administrative Borrower pursuant to the above
paragraph prior to the time that any Lender makes any payment pursuant to the preceding sentence
and any such amounts received by the Funding Agent from the Applicable Administrative Borrower
thereafter will be promptly remitted by the Funding Agent to the Lenders that shall have made such
payments and to the Issuing Bank, as appropriate.




          (iii) If any Lender shall not have made its Pro Rata Percentage of such LC Disbursement
available to the Funding Agent as provided above, each of such Lender and the Applicable
Administrative Borrower severally agrees to pay interest on such amount, for each day from and
including the date such amount is required to be paid in accordance with the foregoing to but
excluding the date such amount is paid, to the Funding Agent for the account of the Issuing Bank at
(i) in the case of the Applicable Administrative Borrower, the rate per annum set forth in
Section 2.18(h) and (ii) in the case of such Lender, at a rate determined by the Funding
Agent in accordance with banking industry rules or practices on interbank compensation.




          (iv) All payments made pursuant to this Section 2.18(e) shall be in the Approved
Currency in which the LC Disbursement giving rise to such payment is denominated.




     (f) Obligations Absolute. The Reimbursement Obligation of the Administrative
Borrower as provided in Section 2.18(e) shall be absolute, unconditional and irrevocable,
and shall be paid and performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or
other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or inaccurate in any
respect; (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a
draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any
other event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section 2.18, constitute a legal or equitable
discharge of, or provide a right of setoff against, the obligations of the Administrative
Borrower hereunder; (v) the fact that a Default shall have occurred and be continuing; or (vi)
any material adverse change in the business, property, results of operations, prospects or
condition, financial or otherwise, of the Administrative Borrower and its Subsidiaries. None of
the Agents, the Lenders, the Issuing Bank or any of their Affiliates shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of any Letter of
Credit or any payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Bank; provided that the foregoing shall not be construed to excuse
the Issuing Bank from liability to the Applicable Administrative Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which are hereby waived
by the Administrative Borrower and the European Administrative Borrower to the extent permitted
by applicable Requirements of Law) suffered by the Applicable Administrative Borrower that are
caused by the Issuing Bank’s failure to exercise care when determining





	 	 	 
	 

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whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the terms of a Letter
of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.




     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly give written notice to the Funding Agent and the
Applicable Administrative Borrower of such demand for payment and whether the Issuing Bank has
made or will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Administrative Borrower of its Reimbursement
Obligation to the Issuing Bank and the applicable Lenders with respect to
any such LC Disbursement (other than with respect to the timing of such Reimbursement
Obligation set forth in Section 2.18(e)).



     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest payable on demand, for each
day from and including the date such LC Disbursement is made to but excluding the date that the
Applicable Administrative Borrower reimburses such LC Disbursement, at the rate per annum
determined pursuant to Section 2.06(f). Interest accrued pursuant to this paragraph
shall be for the account of the applicable Issuing Bank, except that interest accrued on and
after the date of payment by any Lender pursuant to Section 2.18(e) to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such payment.



     (i) Cash Collateralization. If any Event of Default shall occur and be continuing,
on the Business Day that the Applicable Administrative Borrower receives notice from the Funding
Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders
with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, the Applicable Administrative Borrowers shall deposit
on terms and in accounts satisfactory to the Collateral Agent, in the name of the Collateral
Agent and for the benefit of the applicable Lenders, an amount in cash equal to the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately, and such deposit
shall become immediately due and payable, without demand or other notice of any kind, upon the
occurrence of any Event of Default with respect to the Applicable Administrative Borrower
described in Section 8.01(g) or Section 8.01(h). Funds so deposited shall be
applied by the Collateral Agent to reimburse the Issuing Bank for LC Disbursements for which it
has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of
outstanding Reimbursement Obligations or, if the maturity of the





	 	 	 
	 

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Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC
Exposure), be applied to satisfy other Obligations pursuant to Section 8.03 herein of
Borrowers under this Agreement. If the Applicable Administrative Borrower is required to provide
an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such
amount plus any accrued interest or realized profits with respect to such amounts (to the extent
not applied as aforesaid) shall be returned to the Applicable Administrative Borrower within
three (3) Business Days after all Events of Default have been cured or waived.




     (j) Additional Issuing Banks. The Applicable Administrative Borrower may, at any
time and from time to time, designate one or more additional Canadian Lenders to act as an
issuing bank with respect to Canadian Letters of Credit under the terms of this Agreement, or
designate one or more additional U.S./European Lenders to act as an issuing bank with respect to
U.S./European Letters of Credit under the terms of this Agreement, in each case with the consent
of the Funding Agent (which consent shall not be unreasonably withheld), the Issuing Bank and
such Lender(s). Any Lender designated as an issuing bank pursuant to this paragraph (j) shall be
deemed (in addition to being a Lender) to be the Issuing Bank with respect to Letters of Credit
issued or to be issued by such Lender, and all references herein and in the other Loan Documents
to the term “Issuing Bank” shall, with respect to such
Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing Bank, as the
context shall require. Notwithstanding any provisions of this Agreement to the contrary, no
Person shall be or become a U.S./European Issuing Bank hereunder unless such Person is a Swiss
Qualifying Bank.



     (k) Resignation or Removal of the Issuing Bank. Any Issuing Bank may resign as
Issuing Bank hereunder at any time upon at least thirty (30) days’ prior notice to the Lenders,
the Funding Agent and the Administrative Borrower. Any Issuing Bank may be replaced at any time
by written agreement among the Administrative Borrower, each Agent, the replaced Issuing Bank and
the successor Issuing Bank. The Funding Agent shall notify the Lenders of any such replacement
of any Issuing Bank or any such additional Issuing Bank. At the time any such resignation or
replacement shall become effective, the Administrative Borrower shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank pursuant to Section 2.05(c). From and after
the effective date of any such resignation or replacement or addition, as applicable, (i) the
successor or additional Issuing Bank shall have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii)
references herein to the term “Issuing Bank” shall be deemed to refer to such successor or such
addition or to any previous Issuing Bank, or to such successor or such addition and all previous
Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such resignation or replacement, but shall not be required to issue
additional Letters of Credit. If at any time there is more than one U.S./European Issuing Bank
or more than one Canadian Issuing Bank hereunder, the Applicable Administrative Borrower may, in
its discretion, select which Issuing Bank is to issue any particular Letter of Credit.





	 	 	 
	 

	 	 





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     (l) Existing Letters of Credit. On the Closing Date, (i) each Existing Letter of
Credit, to the extent outstanding, shall be automatically and without further action by the
parties thereto deemed converted into Letters of Credit issued pursuant to this Section
2.18 for the account of the Loan Parties set forth on Schedule 2.18 and subject to
the provisions hereof, and for this purpose fees in respect thereof pursuant to Section
2.05(c) shall be payable (in substitution for any fees set forth in the applicable letter of
credit reimbursement agreements or applications relating to such Existing Letters of Credit,
except to the extent that such fees are also payable pursuant to Section 2.05(c)) as if
such Existing Letters of Credit had been issued on the Closing Date, (ii) the Lenders set forth
on Schedule 2.18, or their designated Affiliates who are Issuing Banks, with respect to
each such Existing Letter of Credit shall be deemed to be the Issuing Bank with respect to such
Existing Letters of Credit, (iii) such Letters of Credit shall each be included in the
calculation of LC Exposure and U.S. LC Exposure, European LC Exposure, or Canadian LC Exposure,
as applicable, and (iv) all liabilities of the Loan Parties with respect to such Existing Letters
of Credit shall constitute Obligations. No Existing Letter of Credit converted in accordance
with this clause (l) shall be amended, extended or renewed except in accordance with the terms
hereof. Notwithstanding the foregoing, the Loan Parties shall not be required to pay any
additional issuance fees with respect to the issuance of such Existing Letter of Credit solely as
a result of such letter of credit being converted to a Letter of Credit hereunder, it being
understood that the fronting,
participation and other fees set forth in Section 2.05(c) shall otherwise apply to
such Existing Letters of Credit.



     (m) Other. The Issuing Bank shall be under no obligation to issue any Letter of
Credit if:



          (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its
terms purport to enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any
Requirement of Law applicable to the Issuing Bank or any request or directive (whether or not
having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank
shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect
to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing
Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose
upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the
Closing Date and which the Issuing Bank in good faith deems material to it;




          (ii) the issuance of such Letter of Credit would violate one or more policies of the Issuing
Bank; or




          (iii) that Letter of Credit is either: (1) at the request of or for the account of any Person
incorporated in Ireland; or (2) to any person resident in Ireland, in each case where the Issuing
Bank is not duly authorized to carry on the business of issuing contracts of suretyship in Ireland
(or is not otherwise exempted under the laws of Ireland from the requirement to have any such
authorization).




	 	 	 
	 

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The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank
would have no obligation at such time to issue such Letter of Credit in its amended form under the
terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed
amendment to such Letter of Credit.



SECTION 2.19 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of
Interest.




     (a) Notwithstanding anything to the contrary contained in this Agreement or in any other
Loan Document, solely to the extent that a court of competent jurisdiction finally determines
that the calculation or determination of interest or any fee payable by the any Canadian Loan
Party in respect of the Obligations pursuant to this Agreement and the other Loan Documents shall
be governed by the laws of any province of Canada or the federal laws of Canada, in no event
shall the aggregate interest (as defined in Section 347 of the Criminal Code, R.S.C. 1985, c.
C-46, as the same shall be amended, replaced or re-enacted from time to time, “Section 347”))
payable by the Canadian Loan Parties to the Agents or any Lender under this Agreement or any
other Loan Document exceed the effective annual rate of interest on the Credit advances (as
defined in Section 347) under this Agreement or such other Loan Document lawfully permitted under
Section 347 and, if any payment, collection or demand
pursuant to this Agreement or any other Loan Document in respect of Interest (as defined in
Section 347) is determined to be contrary to the provisions of Section 347, such payment,
collection or demand shall be deemed to have been made by mutual mistake of the Agents, the
Lenders and the Canadian Loan Parties and the amount of such payment or collection shall be
refunded by the relevant Agents and Lenders to the applicable Canadian Loan Parties. For the
purposes of this Agreement and each other Loan Document to which the Canadian Loan Parties are a
party, the effective annual rate of interest payable by the Canadian Loan Parties shall be
determined in accordance with generally accepted actuarial practices and principles over the term
of the loans on the basis of annual compounding for the lawfully permitted rate of interest and,
in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by the for the account of the Canadian Loan Parties will be conclusive for the purpose
of such determination in the absence of evidence to the contrary.



     (b) For the purposes of the Interest Act (Canada) and with respect to Canadian Loan Parties
only:



          (i) whenever any interest or fee payable by the Canadian Loan Parties is calculated using a
rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to
such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based
on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days
in the calendar year in which such rate is to be ascertained and (z) divided by 360 or 365, as the
case may be; and




          (ii) all calculations of interest payable by the Canadian Loan Parties under this Agreement or
any other Loan Document are to be made on the basis of the nominal interest rate described herein
and therein and not on the basis of effective yearly rates or on any other basis which gives effect
to the principle of deemed reinvestment of interest.




	 	 	 
	 

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The parties hereto acknowledge that there is a material difference between the stated nominal
interest rates and the effective yearly rates of interest and that they are capable of making the
calculations required to determine such effective yearly rates of interest.



SECTION 2.20 Canadian Lenders.




     (a) Each Canadian Lender shall at all times be a Canadian Resident or, at its option, such
Canadian Lender shall designate an Affiliate of such Lender which is a Canadian Resident (which
Affiliate shall be a signatory to this Agreement and be listed on Schedule 2.20 hereto,
or shall become a party hereto by signing an assumption agreement in form and substance
reasonably satisfactory to the Canadian Funding Agent) to act as a Canadian Lender hereunder, in
which case the Affiliate so designated as a Canadian Lender hereunder shall be required to be
satisfactory to (and approved by) the Canadian Funding Agent and shall at all times hold the
Canadian Commitment (and all extensions of credit pursuant thereto) of the respective Canadian
Lender, unless (i) a Significant Event of Default is in existence or a Conversion Event has
occurred, (ii) the failure of a Canadian Lender to be, or to designate, a Canadian Resident would
not result in increased taxes being paid by the Borrowers, or (iii) the
Administrative Borrower has otherwise consented, which consent shall not be unreasonably
withheld or delayed (it being expressly understood that withholding such consent in order to
avoid any increased obligation of the Borrowers under Section 2.15 shall be deemed
reasonable). To the extent legally entitled to do so, the Canadian Funding Agent and each
Canadian Lender shall, upon written request by the Canadian Borrower, deliver to the Canadian
Borrower or the applicable Taxing Authority, any form or certificate required in order that any
payment by the Canadian Borrower under this Agreement may be made free and clear of, and without
deduction or withholding for or on account of, any Taxes, provided that (x) in
determining the reasonableness of such a request such Person shall be entitled to consider the
cost (to the extent unreimbursed by the Canadian Borrower) which would be imposed on such Person
of complying with such request, and (y) nothing in this Section 2.20(a) shall require a
Lender to disclose any confidential information (including, without limitation, its tax returns
or its calculations).



     (b) A Canadian Lender may change its Affiliate acting as Canadian Lender hereunder but only
pursuant to an assignment in form and substance reasonably satisfactory to the Canadian Funding
Agent (with the consent of the Funding Agent), where the relevant assignee represents and
warrants, unless a Significant Event of Default is in existence or a Conversion Event has
occurred, that it is an Affiliate of the relevant Canadian Lender and represents and warrants
that it is a Canadian Resident and will act directly as a Canadian Lender with respect to the
Canadian Commitment of the relevant Canadian Lender.



     (c) In connection with any assignment pursuant to Section 2.16(c), 11.02(d)
or 11.04 of all or any part of the Canadian Commitment of any Canadian Lender the
Assignment and Assumption shall, unless a Significant Event of Default is in existence or a
Conversion Event has occurred, contain the representation and warranties specified in the
Assignment and Assumption including that it is a Canadian Resident.





	 	 	 
	 

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     (d) The foregoing shall in no event limit the sales or purchases of participations in
Canadian Revolving Loans after the occurrence of a Conversion Event or during the existence of a
Significant Event of Default. 



SECTION 2.21 Lenders to Swiss Borrower.




     (a) Each Lender to Swiss Borrower on the Closing Date represents that it is a Swiss
Qualifying Bank or a Swiss Non-Qualifying Bank as further indicated on Schedule 2.21.
Each Lender which makes a Loan to Swiss Borrower represents to Swiss Borrower on the date on
which it becomes a party to this Agreement in its capacity as such whether it is a Swiss
Qualifying Bank or a Swiss Non-Qualifying Bank, as indicated on the applicable Assignment and
Assumption.



     (b) Each Lender which makes a Loan to Swiss Borrower shall, if requested to do so by Swiss
Borrower, within 10 Business Days of receiving such request confirm, as at the date on which it
gives such confirmation whether it is a Swiss Qualifying Bank or a Swiss Non-Qualifying Bank (or,
if it requires a confirmation by the Swiss Federal Tax
Administration in order to be able to give such confirmation, a request for such a
confirmation shall be filed by the relevant Lender with the Swiss Federal Tax Administration
within 10 Business Days of it receiving such request and, upon receipt of the required
confirmation from the Swiss Federal Tax Administration, the necessary confirmation by the
relevant Lender shall be made within 10 Business Days of such confirmation being received by it).



     (c) Any Lender to Swiss Borrower that ceases to be a Swiss Qualifying Bank shall provide
written notice to Administrative Borrower and Funding Agent at least 20 Business Days’ prior to
the time that it ceases to be a Swiss Qualifying Bank. If as a result of such event the number
of Swiss Non-Qualifying Banks under this Agreement exceeds the number ten, then, so long as no
Significant Event or Default is in existence, Administrative Borrower shall have the right to
request that the relevant Lender assign or transfer by novation all of its rights and obligations
under this Agreement to an Eligible Assignee qualifying as a Swiss Qualifying Bank or another
Lender qualifying as a Swiss Qualifying Bank, all in accordance with Section 11.04. The
Funding Agent shall have no responsibility for determining whether or not an entity is a Swiss
Qualified Bank, but shall track the number of Lenders from time to time that were unable to
represent that they were Swiss Qualifying Banks in order to determine whether the number of Swiss
Non-Qualifying Banks under this Agreement exceeds the number ten; provided that the
Funding Agent shall have no liability for any determinations made hereunder unless such liability
arises from its gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a non-appealable decision).



     (d) This Section 2.21, Section 2.06(j), Section 3.23 and Section
11.04 shall apply accordingly to any Borrower (other than Swiss Borrower), which is
incorporated or established under the laws of, or for tax purposes resident in, Switzerland, or
for tax purposes having a permanent establishment in Switzerland with which a Loan is effectively
connected.


SECTION 2.22 Blocked Loan Parties. If a Loan Party would have been required to make
any payment or perform any action under any provision of the Loan Documents but the relevant
provision(s) (or any portion thereof) is (are) not enforceable against that Loan Party or






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for any other reason that Loan Party is unable to fulfill its obligations under the Loan Documents (a
“Blocked Loan Party”), the Administrative Borrower may designate which Loan Party shall fulfill the
Blocked Loan Party’s obligations, but only so long as the designated Loan Party is duly and
promptly fulfilling such obligations, failing which all Loan Parties shall be jointly and severally
liable for the performance thereof.



SECTION 2.23 Increase in Commitments.




     (a) Borrowers Request. The Borrowers may by written notice to the Funding Agent and
each Lender elect to request prior to December 31, 2011, a single increase to the existing
Revolving Commitments by an amount not in excess of $100,000,000 in the aggregate. Such notice
shall specify (i) the date on which the Borrowers propose that the increased or new Commitments
shall be effective (each, an “Increase Effective Date”), the
allocation of such Commitments between the U.S./European Commitment and the Canadian
Commitment, and the time period within which each Lender is requested to respond, which in each
case shall be a date not less than ten (10) Business Days after the date on which such notice is
delivered to the Funding Agent and the Lenders of the applicable Class. Each Lender of such
Class (other that Lenders subject to replacement pursuant to Section 2.16 or a defaulting
lender as described in Section 2.14(f)) in its sole and absolute discretion may notify
the Funding Agent within such time period whether or not it agrees to increase its Commitment
and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Percentage of
such requested increase. Any Lender not responding within such time period shall be deemed to
have declined to increase its Commitment. Funding Agent shall notify the Administrative Borrower
and each Lender of such Class of the Lenders’ responses to each request made hereunder. If the
existing Lenders do not agree to the full amount of a requested increase, the Administrative
Borrower may then invite a Lender or any Lenders to increase their Commitments or invite
additional financial institutions (reasonably satisfactory to Funding Agent and solely to the
extent otherwise permitted by Section 11.04 (including Section 11.04(h)) and each
other applicable requirement hereof, including Sections 2.20, 2.21 and
3.23) to become Lenders pursuant to an Increase Joinder.



     (b) Conditions. The increased or new Commitments shall become effective, as of such
Increase Effective Date; provided that:



          (i) each of the conditions set forth in Section 4.02 shall be satisfied;




          (ii) no Default shall have occurred and be continuing or would result from the borrowings to
be made on the Increase Effective Date;




          (iii) after giving pro forma effect to the borrowings to be made on the Increase Effective
Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the
consummation of any Permitted Acquisition or other Investment concurrently with such borrowings as
of the date of the most recent financial statements delivered pursuant to Section 5.01(a)
or (b), the Borrowers shall be in compliance with the covenant set forth in Section
6.10, to the extent applicable;




	 	 	 
	 

	 	 









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          (iv) the Borrowers shall make any payments required pursuant to Section 2.12 in
connection with any adjustment of Revolving Loans pursuant to Section 2.23(d); and




          (v) the Borrowers shall deliver or cause to be delivered any legal opinions or other documents
reasonably requested by the Funding Agent in connection with any such transaction.




     (c) Terms of New Loans and Commitments. The terms and provisions of Loans made
pursuant to the new Commitments shall be identical to the Revolving Loans of the same Class. The
increased or new Commitments shall be effected by a joinder agreement (the “Increase Joinder”)
executed by the Loan Parties, the Funding Agent and each Lender making such increased or new
Commitment, in form and substance satisfactory to each of them. The Increase Joinder may,
without the consent of any other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or
appropriate, in the opinion of the Funding Agent, to effect the provisions of this
Section 2.23. In addition, unless otherwise specifically provided herein, all references
in Loan Documents to Revolving Loans shall be deemed, unless the context otherwise requires, to
include references to Revolving Loans made pursuant to new Commitments made pursuant to this
Agreement, and all references in Loan Documents to Commitments of a Class shall be deemed, unless
the context otherwise requires, to include references to new Commitments of such Class made
pursuant to this Agreement.



     (d) Adjustment of Revolving Loans. Each of the Revolving Lenders having a Revolving
Commitment of an applicable Class prior to such Increase Effective Date (the “Pre-Increase
Revolving Lenders”) shall assign to any Revolving Lender which is acquiring a new or additional
Revolving Commitment of such Class on the Increase Effective Date (the “Post-Increase Revolving
Lenders”), and such Post-Increase Revolving Lenders shall purchase from each Pre-Increase
Revolving Lender, at the principal amount thereof, such interests in the Revolving Loans of such
Class and participation interests in LC Exposure and Swingline Loans of such Class outstanding on
such Increase Effective Date as shall be necessary in order that, after giving effect to all such
assignments and purchases, such Revolving Loans and participation interests in LC Exposure and
Swingline Loans will be held by Pre-Increase Revolving Lenders and Post-Increase Revolving
Lenders of such Class ratably in accordance with their Revolving Commitments of such Class after
giving effect to such increased Revolving Commitments.



     (e) Equal and Ratable Benefit. The Loans and Commitments established pursuant to
this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the
benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting
the foregoing, benefit equally and ratably from the Guarantees and security interests created by
the Security Documents. The Loan Parties shall take any actions reasonably required by the
Funding Agent to ensure and/or demonstrate that the Lien and security interests granted by the
Security Documents continue to be perfected under the UCC, the PPSA or otherwise after giving
effect to the establishment of any such new Commitments.





	 	 	 
	 

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ARTICLE III.




REPRESENTATIONS AND WARRANTIES




     Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, the
Funding Agent, the Issuing Bank and each of the Lenders (with references to the Companies being
references thereto after giving effect to the Transactions unless otherwise expressly stated) that:


SECTION 3.01 Organization; Powers. Each Company (a) is duly organized or incorporated (as
applicable) and validly existing under the laws of the jurisdiction of its organization or
incorporation (as applicable), (b) has all requisite organizational or constitutional power and
authority to carry on its business as now conducted and to own and lease its property and (c) is
qualified and in good standing (to the extent such concept is applicable in the applicable
jurisdiction) to do business in every jurisdiction where such qualification is required, except in
such jurisdictions where the failure to so qualify or be in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.



SECTION 3.02 Authorization; Enforceability. The Transactions to be entered into by each Loan Party
are within such Loan Party’s organizational or constitutional powers and have been duly authorized
by all necessary constitutional or organizational action on the part of such Loan Party. This
Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other
Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.



SECTION 3.03 No Conflicts. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except (i) such as
have been obtained or made and are in full force and effect, (ii) filings necessary to perfect
Liens created by the Loan Documents (as reflected in the applicable Perfection Certificate) and
(iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or
perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not
violate the Organizational Documents of any Company, (c) will not violate any Requirement of Law,
(d) will not violate or result in a default or require any consent or approval under any indenture,
agreement or other instrument binding upon any Company or its property, or give rise to a right
thereunder to require any payment to be made by any Company, except for violations, defaults or the
creation of such rights that could not reasonably be expected to result in a Material Adverse
Effect, and (e) will not result in the creation or imposition of any Lien on any property of any
Company, except Liens created by the Loan Documents and Permitted Liens. The execution,
delivery and performance of the Loan Documents will not violate, or result in a default under,
or require any consent or approval under, the Senior Notes, the Senior Note Documents, or the Term
Loan Documents.




     SECTION 3.04 Financial Statements; Projections.





 




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     (a) Historical Financial Statements. The Administrative Borrower has heretofore
delivered to the Lenders the consolidated balance sheets and related statements of income,
stockholders’ equity and cash flows of Canadian Borrower (i) as of and for the fiscal years ended
2005 and 2006, audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers,
independent public accountants, and (ii) as of and for the three-month period ended March 30,
2007, and for the comparable period of the preceding fiscal year, in each case, certified by the
chief financial officer of Canadian Borrower. Such financial statements and all financial
statements delivered pursuant to Section 5.01(a), Section 5.01(b) and Section
5.01(c) have been prepared in accordance with GAAP and present fairly in all material
respects the financial condition and results of operations and cash flows of Canadian Borrower as
of the dates and for the periods to which they relate.



     (b) No Liabilities. Except as set forth in the most recent financial statements
referred to in Section 3.04(a), as of the Closing Date there are no liabilities of any
Company of any kind, whether accrued, contingent, absolute, determined, determinable or
otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there
is no existing condition, situation or set of circumstances which could reasonably be expected to
result in such a liability, other than liabilities under the Loan Documents, the Term Loan
Documents and the Senior Notes. Since December 31, 2006, there has been no event, change,
circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be
expected to result in a Material Adverse Effect.



     (c) Pro Forma Financial Statements. Borrowers have heretofore delivered to the
Lenders in the Confidential Information Memorandum, the Canadian Borrower’s unaudited pro forma
consolidated capitalization table as of March 31, 2007, after giving effect to the Transactions
as if they had occurred on such date. Such capitalization table has been prepared in good faith
by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by
the Loan Parties on the date hereof to be reasonable), are based on the best information
available to the Loan Parties as of the date of delivery thereof, accurately reflect all
adjustments required to be made to give effect to the Transactions and present fairly in all
material respects the pro forma capitalization of Holdings as of such date assuming the
Transactions had occurred at such date, except as required to adjust for the final allocation as
between the Revolving Loans and Term Loans.



     (d) Forecasts. The forecasts of financial performance of the Canadian Borrower and
its subsidiaries furnished to the Lenders have been prepared in good faith by the Loan Parties
and based on assumptions believed by the Loan Parties to reasonable.


SECTION 3.05 Properties




     (a) Generally. Each Company has good title to, valid leasehold interests in, or
license of, all its property material to its business, free and clear of all Liens except for
Permitted Liens. The property of the Companies, taken as a whole, (i) is in good operating
order, condition and repair in all material respects (ordinary wear and tear excepted) and (ii)
constitutes all the property which is required for the business and operations of the Companies
as presently conducted.






 



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     (b) Real Property. Schedules 8(a) and 8(b) to the Perfection
Certificate dated the Closing Date contain a true and complete list of each interest in Real
Property (i) owned by any Loan Party as of the date hereof having fair market value of $1 million
or more and describes the type of interest therein held by such Loan Party and whether such owned
Real Property is leased to a third party and (ii) leased, subleased or otherwise occupied or
utilized by any Loan Party, as lessee, sublessee, franchisee or licensee, as of the date hereof
having annual rental payments of $1 million or more and describes the type of interest therein
held by such Loan Party.



     (c) No Casualty Event. No Company has as of the date hereof received any notice of,
nor has any knowledge of, the occurrence or pendency or contemplation of any Casualty Event
affecting all or any material portion of its property. No Mortgage encumbers improved Real
Property located in the United States that is located in an area that has been identified by the
Secretary of Housing and Urban Development as an area having special flood hazards within the
meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such
Act has been obtained in accordance with Section 5.04.



     (d) Collateral. Each Company owns or has rights to use all of the Collateral used
in, necessary for or material to each Company’s business as currently conducted, except where the
failure to have such ownership or rights of use could not reasonably be expected to have a
Material Adverse Effect. The use by each Company of such Collateral does not infringe on the
rights of any person other than such infringement which could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made
and remains outstanding that any Company’s use of any Collateral does or may violate the rights
of any third party that could, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.


SECTION 3.06 Intellectual Property.




     (a) Ownership/No Claims. Each Loan Party owns, or is licensed to use, all patents,
software, trademarks, mask works, inventions, designs, trade names, service marks, copyrights,
technology, trade secrets, proprietary information and data, domain names, know-how, processes
and other comparable intangible rights necessary for the conduct of its business as currently
conducted (“Intellectual Property”), except for those the failure to own or license which,
individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. As of the date hereof, no material claim has been asserted and is pending by any person, challenging or questioning the use by any Loan Party of any such
Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor
does any Loan Party know of any valid basis for any such claim. The use of any Intellectual
Property by each Loan Party, and the conduct of such Loan Party’s business as currently
conducted, does not infringe or otherwise violate the rights of any person in respect of
Intellectual Property, except for such claims and infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect.



     (b) Registrations. Except pursuant to non-exclusive licenses and other
non-exclusive user agreements entered into by each Loan Party in the ordinary course of business,
on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has





 



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not
authorized or enabled any other person to use, any Intellectual Property listed on any schedule
to the relevant Perfection Certificate, or any other Intellectual Property that is material to
its business, and (ii) all registrations listed in Schedule 12(a) or 12(b) to the
Perfection Certificate are valid and in full force and effect, in each case where the failure to
do so or the absence thereof could reasonably be expected to have a Material Adverse Effect.




     (c) No Violations or Proceedings. To each Loan Party’s knowledge, on and as of the
date hereof, (i) there is no material infringement or other violation by others of any right of
such Loan Party with respect to any Intellectual Property listed on any schedule to the relevant
Perfection Certificate, or any other Intellectual Property that is material to its business,
except as may be set forth on Schedule 3.06(c), and (ii) no claims are pending or
threatened to such effect except as set forth on Schedule 3.06(c).


SECTION 3.07 Equity Interests and Subsidiaries.




     (a) Equity Interests. Schedules 1(a) and 10 to the Perfection
Certificate dated the Closing Date set forth a list of (i) all the Subsidiaries of Holdings and
their jurisdictions of organization as of the Closing Date and (ii) the number of each class of
its Equity Interests authorized, and the number outstanding, on the Closing Date and the number
of shares covered by all outstanding options, warrants, rights of conversion or purchase and
similar rights at the Closing Date. As of the Closing Date, all Equity Interests of each Company
held by Holdings or a Subsidiary thereof are duly and validly issued and are fully paid and
non-assessable, and, other than the Equity Interests of Holdings, are owned by Holdings, directly
or indirectly through Wholly Owned Subsidiaries except as indicated on Schedules 1(a) and
10 to the Perfection Certificate. All Equity Interests of Canadian Borrower are owned
directly by Holdings. As of the Closing Date, each Loan Party is the record and beneficial owner
of, and has good and marketable title to, the Equity Interests pledged by it under the Security
Documents, free of any and all Liens, rights or claims of other persons, except Permitted Liens,
and as of the Closing Date there are no outstanding warrants, options or other rights to
purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or
property that is convertible into, or that requires the issuance or sale of, any such Equity
Interests.



     (b) No Consent of Third Parties Required. Except as have previously been obtained,
no consent of any person including any other general or limited partner, any other member of a
limited liability company, any other shareholder or any other trust beneficiary is necessary in
connection with the creation, perfection or First Priority (subject to the Intercreditor
Agreement) status of the security interest of the Collateral Agent in any Equity Interests
pledged to the Collateral Agent for the benefit of the Secured Parties under the Security
Documents or the exercise by the Collateral Agent of the voting or other rights provided for in
the Security Documents or the exercise of remedies in respect thereof.



     (c) Organizational Chart. An accurate organizational chart, showing the ownership
structure of Holdings, Borrowers and each Subsidiary on the Closing Date is set forth on
Schedule 10 to the Perfection Certificate dated the Closing Date.




	 	 	 	 	 
	 
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SECTION 3.08 Litigation; Compliance with Laws. There are no actions, suits or proceedings at law
or in equity by or before any Governmental Authority now pending or, to the knowledge of any
Company, threatened against or affecting any Company or any business, property or rights of any
Company (i) that involve any Loan Document or (ii) as to which there is a reasonable possibility of
an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. No Company or any of its
property is in violation of, nor will the continued operation of its property as currently
conducted violate, any Requirements of Law (including any zoning or building ordinance, code or
approval or any building permits) or any restrictions of record or agreements affecting any
Company’s Real Property or is in default with respect to any Requirement of Law, where such
violation or default, individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.



SECTION 3.09 Agreements. No Company is a party to any agreement or instrument or subject to any
corporate or other constitutional restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect. No Company is in default in any manner under any provision of
any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or
instrument to which it is a party or by which it or any of its property is or may be bound, where
such default could reasonably be expected to result in a Material Adverse Effect. There is no
existing default under any Organizational Document of any Company or any event which, with the
giving of notice or passage of time or both, would constitute a default by any party thereunder
that in each case could reasonably be expected to have an adverse effect on the Agents or the
Lenders or their respective rights and benefits hereunder.



SECTION 3.10 Federal Reserve Regulations. No Company is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of buying or carrying
Margin Stock. No part of the proceeds of any Loan or any Letter of Credit will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that
entails a violation of, or that is inconsistent with, the provisions of the regulations of the Board, including Regulation T, U
or X. The pledge of the Securities Collateral pursuant to the Security Documents does not violate
such regulations.



SECTION 3.11 Investment Company Act. No Company is an “investment company” or a company
“controlled” by an “investment company,” as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended.



SECTION 3.12 Use of Proceeds. Borrowers will use the proceeds of the Revolving Loans and Swingline
Loans (a) on the Closing Date for the Refinancing and (b) on and after the Closing Date for general
corporate purposes (including to effect Permitted Acquisitions) and for payment of fees, premiums
and expenses in connection with the Transactions.



SECTION 3.13 Taxes. Each Company has (a) timely filed or caused to be timely filed all material
Tax Returns required to have been filed by it and (b) duly and timely paid, collected or remitted
or caused to be duly and timely paid, collected or remitted all material Taxes due and payable,
collectible or remittable by it and all assessments received by it, except Taxes (i) that are being
contested in good faith by appropriate proceedings and for which such Company has




	 	 	 	 	 
	 
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set aside on its
books adequate reserves in accordance with GAAP or other applicable accounting rules and (ii) which
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Each Company has made adequate provision in accordance with GAAP or other applicable
accounting rules for all material Taxes not yet due and payable. Each Company is unaware of any
proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to,
individually or in the aggregate, result in a Material Adverse Effect. No Company has ever been a
party to any understanding or arrangement constituting a “tax shelter” within the meaning of
Section 6111(c), Section 6111(d) or Section 6662(d)(2)(C)(iii) of the Code, or has ever
“participated” in a “reportable transaction” within the meaning of Treasury Regulation Section
1.6011-4, except as could not be reasonably expected to, individually or in the aggregate, result
in a Material Adverse Effect.



SECTION 3.14 No Material Misstatements. The written information (including the Confidential
Information Memorandum), reports, financial statements, certificates, exhibits or schedules
furnished by or on behalf of any Company to any Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant thereto, taken as a
whole, did not and does not contain any material misstatement of fact and, taken as a whole, did
not and does not omit to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were or are made, not materially misleading in their
presentation of Holdings and its Subsidiaries taken as a whole as of the date such information is
dated or certified; provided that to the extent any such information, report, financial
statement, exhibit or schedule was based upon or constitutes a forecast or projection, each Loan Party represents only that it was
prepared in good faith and based on assumptions believed by the applicable Loan Parties to be
reasonable.



SECTION 3.15 Labor Matters. As of the Closing Date, there are no strikes, lockouts or labor
slowdowns against any Company pending or, to the knowledge of any Company, threatened. The hours
worked by and payments made to employees of any Company have not been in violation of the Fair
Labor Standards Act of 1938, as amended, or any other applicable federal, state, provincial, local
or foreign law dealing with such matters in any manner which could reasonably be expected to result
in a Material Adverse Effect. All payments due from any Company, or for which any claim may be
made against any Company, on account of wages and employee health and welfare insurance and other
benefits, have been paid or accrued as a liability on the books of such Company except where the
failure to do so could not reasonably be expected to result in a Material Adverse Effect. The
consummation of the Hindalco Acquisition did not and will not, and the consummation of the
Transactions will not, give rise to any right of termination or right of renegotiation on the part
of any union under any collective bargaining agreement to which any Company is bound, except as
could not reasonably be expected to result in a Material Adverse Effect.



SECTION 3.16 Solvency. (i) At the time of and immediately after the consummation of the
Transactions to occur on the Closing Date and after giving effect to the application of the
proceeds of each Loan made on such date and the operation of the Contribution, Intercompany,
Contracting and Offset Agreement, (a) the fair value of the assets of each Loan Party (individually
and on a consolidated basis with its Subsidiaries) will exceed its debts and liabilities,
subordinated, contingent, prospective or otherwise; (b) the present fair saleable value of the
property of each Loan Party (individually and on a consolidated basis with its



	 	 	 	 	 
	 
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Subsidiaries) will
be greater than the amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent, prospective or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Loan Party (individually and on a consolidated
basis with its Subsidiaries) will be able to pay its debts and liabilities, subordinated,
contingent, prospective or otherwise, as such debts and liabilities become absolute and matured;
(d) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will not have
unreasonably small capital with which to conduct its business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing Date; and (e) each
Loan Party is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar
laws of any jurisdiction in which any Loan Party is organized or incorporated (as applicable), or
otherwise unable to pay its debts as they fall due.




     (ii) At the time of and immediately following the making of each Loan and after giving effect
to the application of the proceeds of each Loan and the operation of the Contribution,
Intercompany, Contracting and Offset Agreement, (a) the fair value of the assets of each Borrower,
Borrowing Base Guarantor and German Guarantor (for purposes of this Section 3.16, a
“Principal Loan Party”) (individually and on a consolidated basis with its Subsidiaries) will
exceed its debts and liabilities, subordinated, contingent, prospective or otherwise; (b) the
present fair saleable value of the property of each Principal Loan Party (individually and on
a consolidated basis with its Subsidiaries) will be greater than the amount that will be required
to pay the probable liability of its debts and other liabilities, subordinated, contingent,
prospective or otherwise, as such debts and other liabilities become absolute and matured; (c) each
Principal Loan Party (individually and on a consolidated basis with its Subsidiaries) will be able
to pay its debts and liabilities, subordinated, contingent, prospective or otherwise, as such debts
and liabilities become absolute and matured; (d) each Principal Loan Party (individually and on a
consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to
conduct its business in which it is engaged as such business is now conducted and is proposed to be
conducted following the Closing Date; and (e) each Principal Loan Party is not “insolvent” as such
term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which such
Principal Loan Party is organized or incorporated (as applicable), or otherwise unable to pay its
debts as they fall due.


SECTION 3.17 Employee Benefit Plans. Each Company and its ERISA Affiliates is in compliance in all
material respects with the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder except for such non-compliance that in the aggregate would not
have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events, could reasonably be expected to result
in a Material Adverse Effect or the imposition of a Lien on any of the property of any Company.
The present value of all accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the date of the most recent financial statements reflecting such amounts, exceed the fair market
value of the property of all such underfunded Plans in an amount which could reasonably be expected
to have a Material Adverse Effect. Using actuarial assumptions and computation methods consistent
with subpart I of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its
ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of
the close of the most



	 	 	 	 	 
	 
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recent fiscal year of each such Multiemployer Plan, could not reasonably be
expected to result in a Material Adverse Effect.




     To the extent applicable, each Foreign Plan has been maintained in compliance with its terms
and with the requirements of any and all applicable Requirements of Law and has been maintained,
where required, in good standing with applicable Governmental Authority and Taxing Authority,
except for such non-compliance that in the aggregate would not have a Material Adverse Effect. No
Company has incurred any obligation in connection with the termination of or withdrawal from any
Foreign Plan, except to the extent of liabilities which could not reasonably be expected to have a
Material Adverse Effect. The present value of the accrued benefit liabilities (whether or not
vested) under each Foreign Plan which is funded, determined as of the end of the most recently
ended fiscal year of the respective Company on the basis of actuarial assumptions, each of which is
reasonable, did not exceed the current value of the property of such Foreign Plan, and for each
Foreign Plan which is not funded, the obligations of such Foreign Plan are properly accrued in the
financial statements of the Canadian Borrower and its Subsidiaries, in each case in an amount that
could not reasonably be expected to have a Material Adverse Effect.



     Except as specified on Schedule 3.17, (i) no Company is or has at any time been an
employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational
pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes
Act 1993), and (ii) no Company is or has at any time been “connected” with or an “associate” of (as
those terms are used in Sections 39 and 43 of the Pensions Act 2004) such an employer.


SECTION 3.18 Environmental Matters.




     (a) Except as, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect:



          (i) The Companies and their businesses, operations and Real Property are in compliance with,
and the Companies have no liability under, any applicable Environmental Law;



          (ii) The Companies have obtained all Environmental Permits required for the conduct of their
businesses and operations, and the ownership, operation and use of their property, under
Environmental Law, all such Environmental Permits are valid and in good standing;



          (iii) There has been no Release or threatened Release of Hazardous Material on, at, under or
from any Real Property or facility presently or formerly owned, leased or operated by the Companies
or their predecessors in interest that could reasonably be expected to result in liability of the
Companies under any applicable Environmental Law;



          (iv) There is no Environmental Claim pending or, to the knowledge of the Companies, threatened
against the Companies, or relating to the Real Property currently or formerly owned, leased or
operated by the Companies or their predecessors in interest or relating to the operations of the
Companies, and, to the best knowledge of the Loan Parties after due



	 	 	 	 	 
	 
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inquiry, there are no actions,
activities, circumstances, conditions, events or incidents that could reasonably be expected to
form the basis of such an Environmental Claim;




          (v) No Lien has been recorded or, to the knowledge of any Company, threatened under any
Environmental Law with respect to any Real Property or other assets of the Companies;



          (vi) The execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby will not require any notification, registration, filing,
reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real
Property Disclosure Requirements or any other applicable Environmental Law; and



          (vii) No person with an indemnity or contribution obligation to the Companies relating to
compliance with or liability under Environmental Law is in default with respect to such obligation.



     (b) As of the Closing Date:



          (i) Except as could not reasonably be expected to have a Material Adverse Effect, no Company
is obligated to perform any action or otherwise incur any expense under Environmental Law pursuant
to any order, decree, judgment or agreement by which it is bound or has assumed by contract,
agreement or operation of law, and no Company is conducting or financing any Response pursuant to
any Environmental Law with respect to any Real Property or any other location; and



          (ii) No Real Property or facility owned, operated or leased by the Companies and, to the
knowledge of the Companies, no Real Property or facility formerly owned, operated or leased by the
Companies or any of their predecessors in interest is (i) listed or proposed for listing on the
National Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive
Environmental Response, Compensation and Liability Information System promulgated pursuant to
CERCLA or (iii) included on any similar publicly available list maintained by any Governmental
Authority including any such list relating to petroleum.



SECTION 3.19 Insurance. Schedule 3.19 sets forth a true and correct description of all
insurance policies maintained by each Company as of the Closing Date. All insurance maintained by
the Companies and required by Section 5.04 is in full force and effect, and all premiums
thereon have been duly paid. As of the Closing Date, no Company has received notice of violation
or cancellation thereof, the Mortgaged Property, and the use, occupancy and operation thereof,
comply in all material respects with all Insurance Requirements, and there exists no material
default under any Insurance Requirement. Each Company has insurance in such amounts and covering
such risks and liabilities as are customary for companies of a similar size engaged in similar
businesses in similar locations.



SECTION 3.20 Security Documents.



     (a) U.S. Security Agreement. The U.S. Security Agreement is effective to create in
favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and



	 	 	 	 	 
	 
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enforceable Liens on, and security interests in, the Security Agreement Collateral referred to
therein and, when (i) financing statements and other filings in appropriate form are filed in the
offices specified on Schedule 7 to the relevant Perfection Certificate as in effect on
the Closing Date and (ii) upon the taking of possession or control by the Collateral Agent of the
Security Agreement Collateral with respect to which a security interest may be perfected only by
possession or control (which possession or control shall be given to the Collateral Agent to the
extent possession or control by the Collateral Agent is required by each Security Agreement), the
Liens created by the Security Agreement shall constitute valid, perfected First Priority Liens
on, and security interests in, all right, title and interest of the grantors thereunder in the
Security Agreement Collateral (other than such Security Agreement Collateral in which a security
interest cannot be perfected under the UCC as in effect at the
relevant time in the relevant jurisdiction), in each case subject to no Liens other than
Permitted Liens.




     (b) Canadian Security Agreement. Each of the Canadian Security Agreements is
effective to create in favor of the Collateral Agent for the benefit of the Secured Parties,
legal, valid and enforceable Liens on, and security interests in, the Security Agreement
Collateral referred to therein and, when PPSA financing statements and other filings in
appropriate form are filed in the offices specified on Schedule 7 to the relevant
Perfection Certificate as in effect on the Closing Date, the Liens created by such Canadian
Security Agreement shall constitute valid, perfected First Priority Liens on, and security
interests in, all right, title and interest of the grantors thereunder in the Security Agreement
Collateral referred to therein (other than such Security Agreement Collateral in which a security
interest cannot be perfected under the PPSA as in effect at the relevant time in the relevant
jurisdiction), in each case subject to no Liens other than Permitted Liens.



     (c) U.K. Security Agreement. The U.K. Security Agreement is effective to create in
favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and
enforceable Liens on, and security interests in, the Security Agreement Collateral referred to
therein and, upon the registration specified on Schedule 7 to the relevant Perfection
Certificate as in effect on the Closing Date, the Liens created by the U.K. Security Agreement
shall constitute valid, perfected First Priority Liens on, and security interests in, all right,
title and interest of the grantors thereunder in the Security Agreement Collateral referred to
therein (other than such Security Agreement Collateral in which a security interest cannot be
perfected under applicable law as in effect at the relevant time in the relevant jurisdiction),
in each case subject to no Liens other than Permitted Liens.



     (d) Swiss Security Agreement. The Swiss Security Agreement is effective to create
in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and
enforceable Liens on, and security interests in, the Security Agreement Collateral referred to
therein and, upon the registrations, recordings and other actions specified on Schedule 7
to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by the
Swiss Security Agreement shall constitute valid, perfected First Priority Liens on, and security
interests in, all right, title and interest of the grantors thereunder in the Security Agreement
Collateral referred to therein (other than such Security Agreement Collateral in which a security
interest cannot be perfected under applicable law as in effect at the relevant time in the
relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.





	 	 	 
	 
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     (e) German Security Agreement. The German Security Agreement is effective to create
in favor of the Collateral Agent for the benefit of the Secured Parties, or in the case of
accessory security, in favor of the Secured Parties, legal, valid and enforceable Liens on, and
security interests in, the Security Agreement Collateral referred to therein and, upon the
registrations, recordings and other actions specified on Schedule 7 to the relevant
Perfection Certificate as in effect on the Closing Date, the Liens created by the German Security
Agreement shall constitute valid, perfected First Priority Liens on, and security interests in,
all right, title and interest of the grantors thereunder in the Security Agreement Collateral
referred to therein (other than such Security Agreement Collateral in which a security interest
cannot be perfected under applicable law as in effect at the relevant time in the relevant
jurisdiction), in each case subject to no Liens other than Permitted Liens.



     (f) Irish Security Agreement. The Irish Security Agreement is effective to create
in favor of the Collateral Agent for the benefit of and as trustee for the Secured Parties,
legal, valid and enforceable Liens on, and security interests in, the Security Agreement
Collateral referred to therein and, upon the registrations, recordings and other actions
specified on Schedule 7 to the relevant Perfection Certificate as in effect on the
Closing Date, the Liens created by the Irish Security Agreement shall constitute valid, perfected
First Priority Liens on, and security interests in, all right, title and interest of the grantors
thereunder in the Security Agreement Collateral referred to therein (other than such Security
Agreement Collateral in which a security interest cannot be perfected under applicable law as in
effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other
than Permitted Liens.



     (g) Brazilian Security Agreement. Each Brazilian Security Agreement is effective to
create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and
enforceable Liens on, and security interests in, the Security Agreement Collateral referred to
therein and, upon the registrations, recordings and other actions specified on Schedule 7
to the relevant Perfection Certificate as in effect on the Closing Date, the Liens created by
each of the Brazilian Security Agreement shall constitute valid, perfected First Priority Liens
on, and security interests in, all right, title and interest of the grantors thereunder in the
Security Agreement Collateral referred to therein (other than such Security Agreement Collateral
in which a security interest cannot be perfected under applicable law as in effect at the
relevant time in the relevant jurisdiction), in each case subject to no Liens other than
Permitted Liens.



     (h) Intellectual Property Filings. When the (i) financing statements and other
filings in appropriate form referred to on Schedule 7 to the relevant Perfection
Certificate have been made, and (ii) U.S. Security Agreement or a short form thereof is filed in
the United States Patent and Trademark Office and the United States Copyright Office, the Liens
created by such Security Agreement shall constitute valid, perfected First Priority Liens on, and
security interests in, all right, title and interest of the grantors thereunder in Patents and
Trademarks (each as defined in such Security Agreement) that are registered or applied for by any
Loan Party with the United States Patent and Trademark Office or Copyrights (as defined in such
Security Agreement) registered or applied for by any Loan Party with the United States Copyright
Office, as the case may be, in each case subject to no Liens other than Permitted Liens.





	 	 	 
	 
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     (i) Mortgages. Each Mortgage (other than a Mortgage granted by a U.K. Borrower) is
effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the
Secured Parties, legal, valid, perfected and enforceable First Priority Liens on, and security
interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged
Properties thereunder and the proceeds thereof, subject only to Permitted Liens or other Liens
acceptable to the Collateral Agent, and when such Mortgages are filed in the offices specified on
Schedule 8(a) to the applicable Perfection Certificates dated the Closing Date (or, in
the case of any Mortgage executed and delivered after the date thereof in accordance with the
provisions of Section 5.11 and Section 5.12, when such Mortgage is filed in the
offices specified in the local counsel opinion delivered with respect thereto in accordance with the
provisions of Section 5.11 and Section 5.12), the Mortgages shall constitute
First Priority fully perfected Liens on, and security interests in, all right, title and interest
of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and
superior in right to any other person, other than Permitted Liens.



     The Mortgages granted by the U.K. Borrower and each applicable U.K. Guarantor under the
relevant U.K. Security Agreement are effective to create in favor of the Collateral Agent, for
the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of each
such Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the
proceeds thereof, and when the Mortgages are filed with the Land Registry, the Mortgages shall
constitute fully perfected First Priority Liens on, and security interest in, all right, title
and interest of the U.K. Borrower and each applicable U.K. Guarantor in such Mortgaged Property
and the proceeds thereof, in each case prior and superior in right to any other Person, other
than with respect to the rights of Persons pursuant to Permitted Liens.



     (j) Valid Liens. Each Security Document delivered pursuant to Section 5.11
and Section 5.12 will, upon execution and delivery thereof, be effective to create in
favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and
enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and
interest in and to the Collateral thereunder, and (i) when all appropriate filings, registrations
or recordings and other actions set forth in the relevant Perfection Certificate are made in the
appropriate offices as may be required under applicable law and (ii) upon the taking of
possession or control by the Collateral Agent of such Collateral with respect to which a security
interest may be perfected only by possession or control (which possession or control shall be
given to the Collateral Agent to the extent required by any Security Document), such Security
Document will constitute First Priority fully perfected Liens on, and security interests in, all
right, title and interest of the Loan Parties in such Collateral, in each case subject to no
Liens other than the applicable Permitted Liens.



     (k) Receivables Purchase Agreement. The Receivables Purchase Agreement is in full
force and effect. Each representation and warranty under the Receivables Purchase Agreement of
each Loan Party party thereto is true and correct on and as of the date made thereunder. No
“Termination Event” (as defined therein) has occurred under the Receivables Purchase Agreement.


SECTION 3.21 Acquisition Documents; Material Indebtedness Documents; Representations and Warranties in
Acquisition Agreement. Schedule 3.21 lists, as of the





	 	 	 
	 
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Closing Date, (i) the
Acquisition Agreement and each material agreement, certificate, instrument, letter or other
document delivered pursuant to the Acquisition Agreement or otherwise entered into, executed or
delivered by any Loan Party or Acquiror in connection with the Hindalco Acquisition (each, an
“Acquisition Document”), (ii) each material Senior Note Document, (iii) each material Term Loan
Document, (iv) each material agreement, certificate, instrument, letter or other document delivered
pursuant to the Subordinated Debt Loan, and (v) each material agreement, certificate, instrument,
letter or other document evidencing any other Material Indebtedness, and the Lenders have been
furnished true and complete copies of each of the foregoing. All representations and warranties of each
Company set forth in the Acquisition Agreement were true and correct in all material respects as of
the time such representations and warranties were made and no default has occurred under the
Acquisition Agreement.



SECTION 3.22 Anti-Terrorism Law. No Loan Party and, to the knowledge of the Loan Parties, none of
its Affiliates is in violation of any Requirement of Law relating to terrorism or money laundering
(“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.




     No Loan Party and to the knowledge of the Loan Parties, no Affiliate or broker or other agent
of any Loan Party acting or benefiting in any capacity in connection with the Loans is any of the
following:



          (i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order;



          (ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed
in the annex to, or is otherwise subject to the provisions of, the Executive Order;



          (iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law;



          (iv) a person that commits, threatens or conspires to commit or supports “terrorism” as
defined in the Executive Order; or



          (v) a person that is named as a “specially designated national and blocked person” on the most
current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at
its official website or any replacement website or other replacement official publication of such
list.



     No Loan Party and, to the knowledge of the Loan Parties, no broker or other agent of any Loan
Party acting in any capacity in connection with the Loans (x) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the benefit of any
person described in clauses (i) through (v) above, (y) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant to the Executive
Order, or (z) engages in or conspires to engage in any transaction that evades or avoids, or has
the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in
any Anti-Terrorism Law.





	 	 	 
	 
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SECTION 3.23 Ten Non-Bank Regulations and Twenty Non-Bank Regulations




     (a) Swiss Borrower shall ensure that while it is a Borrower:



          (i) the aggregate number of Lenders of Swiss Borrower under this Agreement which are not Swiss
Qualifying Banks must not exceed ten (10), (as per Ten Non-Bank Regulations); and



          (ii) the aggregate number of creditors (including the Lenders), other than Swiss Qualifying
Banks, where applicable, of Swiss Borrower under all outstanding loans, facilities and/or private
placements (including under this Agreement) must not at any time exceed twenty (20) (as per Twenty
Non-Bank Regulations), in each case where failure to do so would have, or would reasonably be
expected to have, a Material Adverse Effect.



     (b) Swiss Borrower will for the purposes of determining the total number of creditors which
are Swiss Non-Qualifying Bank for the purposes of the 20 Non-Bank Creditor Rule ensure that at
all times at least 10 Lenders that are Swiss Non-Qualifying Banks are permitted as Lenders (the
Permitted Swiss Non-Qualifying Banks) (irrespective of whether or not there are, at any time, any
such Permitted Swiss Non-Qualifying Bank).


SECTION 3.24 Location of Material Inventory and Equipment. Schedule 3.24 sets forth as of
the Closing Date all locations where the aggregate value of Inventory and Equipment (other than
mobile Equipment or Inventory in transit) owned by the Loan Parties exceeds $1,000,000.



SECTION 3.25 Accuracy of Borrowing Base. At the time any Borrowing Base Certificate is delivered
pursuant to this Agreement, each Account and each item of Inventory included in the calculation of
the Borrowing Base satisfies all of the criteria stated herein to be an Eligible Account and an
item of Eligible Inventory, respectively.



SECTION 3.26 Senior Notes; Material Indebtedness. The Obligations constitute “Senior Debt” or
“Designated Senior Indebtedness” (or any other defined term having a similar purpose) within the
meaning of the Senior Note Documents (and any Permitted Refinancings thereof permitted under
Section 6.01 other than refinancings with additional Term Loans). The Commitments and the
Loans and other extensions of credit under the Loan Documents constitute “Credit Facilities” (or
any other defined term having a similar purpose) within the meaning of the Senior Note Documents
(and any Permitted Refinancings thereof permitted under Section 6.01 other than
refinancings with additional Term Loans). The consummation of each of (i) the Hindalco
Acquisition, (ii) the Transactions, (iii) each incurrence of Indebtedness hereunder and (iv) the
granting of the Liens provided for under the Security Documents to secure the Secured Obligations
is permitted under, and, in each case, does not require any consent or approval under, the terms of
(A) the Senior Note Documents (and any Permitted Refinancings thereof), the Term Loan Documents
(and any Permitted Term Loan Facility Refinancings thereof) or any other Material Indebtedness or
(B) any other material agreement or instrument binding upon any Company or any of its property except, in the case of
this clause (B), as could not reasonably be expected to result in a Material Adverse Effect.





	 	 	 
	 
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SECTION 3.27 Centre of Main Interests and Establishments. For the purposes of The Council of the
European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), (i) the
centre of main interest (as that term is used in Article 3(1) of the Regulation) of each U.K. Loan
Party is situated in England and Wales, (ii) the centre of main interest of each Irish Guarantor is
situated in Ireland, and in each case each has no “establishment” (as that term is used in Article
2(h) of the Regulation) in any other jurisdiction, (iii) the centre of main interest of each Swiss
Loan Party is situated in Switzerland, and in each case each has no “establishment” (as that term
is used in Article 2(h) of the Regulation) in any other jurisdiction, and (iv) the centre of main
interest of German Seller is situated in Germany.



SECTION 3.28 Holding and Dormant Companies. Except as may arise under the Loan Documents, the Term
Loan Documents or (in the case of Novelis Europe Holdings Limited) the Senior Notes, neither
Holdings nor Novelis Europe Holdings Limited, trades or has any liabilities or commitments (actual
or contingent, present or future) other than liabilities attributable or incidental to acting as a
holding company of shares in the Equity Interests of its Subsidiaries.



SECTION 3.29 Hindalco Acquisition. The Hindalco Acquisition was consummated on the Acquisition
Closing Date in all material respects in accordance with the terms and conditions of the
Acquisition Agreement, without the waiver or amendment of any such terms or conditions not approved
by the Funding Agent and the Arrangers other than any waiver or amendment thereof that was not
materially adverse to the interests of the Lenders.



SECTION 3.30 Excluded Collateral Subsidiaries. The Excluded Collateral Subsidiaries as of the
Closing Date are listed on Schedule 1.01(e).



SECTION 3.31 Immaterial Subsidiaries. The Immaterial Subsidiaries as of the Closing Date are
listed on Schedule 1.01(f).




ARTICLE IV.




CONDITIONS TO CREDIT EXTENSIONS




     SECTION 4.01 Conditions to Initial Credit Extension. The obligation of each Lender and, if
applicable, each Issuing Bank to fund the initial Credit Extension requested to be made by it shall
be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in
this Section 4.01.



     (a) Loan Documents. The Funding Agent shall have received executed counterparts of
each of the following, properly executed by a Responsible Officer of each applicable signing Loan
Party, each in form and substance reasonably satisfactory to the Funding Agent and its legal
counsel:



          (i) this Agreement,



          (ii) each Foreign Guaranty;



          (iii) the initial Borrowing Base Certificate,





	 	 	 
	 
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          (iv) the Intercreditor Agreement;



          (v) the Contribution, Intercompany, Contracting and Offset Agreement;



          (vi) the Receivables Purchase Agreement;



          (vii) a Note executed by each applicable Borrower in favor of each Lender that has requested a
Note prior to the Closing Date;



          (viii) the U.S. Security Agreement, each Canadian Security Agreement, each U.K. Security
Agreement, each Swiss Security Agreement, each German Security Agreement, each Irish Security
Agreement, each Brazilian Security Agreement and each other Security Document requested by the
Funding Agent prior to the Closing Date; and



          (ix) the Perfection Certificates.



     (b) Corporate Documents. The Funding Agent shall have received:



          (i) a certificate of the secretary, assistant secretary or managing director (where
applicable) of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a
true and complete copy of each Organizational Document (or its equivalent including the
constitutional documents) of such Loan Party certified (to the extent customary in the applicable
state) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the
jurisdiction of its organization, (B) that attached thereto is a true and complete copy of
resolutions duly adopted by the Board of Directors and/or shareholders, as applicable, of such Loan
Party authorizing the execution, delivery and performance of the Loan Documents to which such
person is a party and, in the case of Borrowers, the borrowings hereunder, and that such
resolutions, or any other document attached thereto, have not been modified, rescinded, amended or
superseded and are in full force and effect, (C) as to the incumbency and specimen signature of
each officer executing any Loan Document or any other document delivered in connection herewith on
behalf of such Loan Party (together with a certificate of another officer as to the incumbency and
specimen signature of the secretary, assistant secretary or managing director executing the
certificate in this clause (i), and other customary evidence of incumbency) and (D) that the
borrowing, guarantee, or granting of Liens with respect to the Loans or any of the other Secured
Obligations would not cause any borrowing, guarantee, security or similar limit binding on any Loan
Party to be exceeded;



          (ii) a certificate as to the good standing (where applicable, or such other customary
functionally equivalent certificates or abstracts) of each Loan Party (in so-called “long-form” if
available) as of a recent date, from such Secretary of State (or other applicable Governmental
Authority);



          (iii) evidence that the records of the applicable Loan Parties at the United Kingdom Companies
House and each other relevant registrar of companies (or equivalent Governmental Authority) in the
respective jurisdictions of organization of the Loan Parties are accurate, complete and up to date
and that the latest relevant accounts have been duly filed, where applicable;





	 	 	 
	 
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          (iv) if relevant, evidence that each Irish Guarantor has done all that is necessary to follow
the procedures set out in Sub-Sections (2) and (11) of section 60 of the Companies Act 1963 of
Ireland in order to enable it to enter into the Loan Documents;



          (v) a copy of the constitutional documents of any Person incorporated in Ireland whose shares
are subject to security under any Security Document, together with any resolutions of the
shareholders of such Person adopting such changes to the constitutional documents of that Person to
remove any restriction on any transfer of shares or partnership interests (or equivalent) in such
Person pursuant to any enforcement of any such Security Document;



          (vi) evidence that each of the Loan Parties are members of the same group of companies
consisting of a holding company and its subsidiaries for the purposes of Section 155 of the
Companies Act 1963 of Ireland and Section 35 of the Companies Act 1990 of Ireland; and



          (vii) such other documents as the Lenders, the Issuing Bank or the Funding Agent may
reasonably request.



     (c) Officers’ Certificate. The Funding Agent shall have received a certificate,
dated the Closing Date and signed by a Responsible Officer of the Canadian Borrower, certifying
(i) compliance with the conditions precedent set forth in this Section 4.01 and
Section 4.02(b) and (c), (ii) as to the absence of any Acquisition Material
Adverse Effect from September 30, 2006, through the Acquisition Closing Date, (iii) that the
representations and warranties of each Company set forth in the Acquisition Agreement shall have
been true and correct (without giving effect to any materiality qualifiers set forth therein) as
of the Acquisition Closing Date as if made on and as of such date (except (a) to the extent such
representations and warranties speak solely as of an earlier date, in which event such
representations and warranties shall be true and correct to such extent as of such earlier date,
(b) other than in the case of the representations and warranties specifically referred to in
clause (c) below, to the extent that facts or matters as to which such representations and
warranties are not so true and correct as of such dates, individually or in the aggregate, have
not had and would not have a Acquisition Material Adverse Effect, and (c) in the case of the
representations and warranties set forth in Section 3.03 of the Acquisition Agreement such
representations and warranties shall have been true and correct in all material respects), (iv)
that each of the representations and warranties made by any Loan Party set forth in ARTICLE
III hereof or in any other Loan Document were true and correct in all material respects on
and as of the Closing Date, except to the extent such representations and warranties expressly
related to an earlier date, in which case such representation and warranty shall have been true
and correct in all material respects as of such earlier date.



     (d) Financings and Other Transactions, etc.



          (i) (A) The Hindalco Acquisition shall have been consummated in all material respects in
accordance with the terms of the Acquisition Agreement, without the waiver or amendment of any such
terms not approved by the Funding Agent and the Arrangers other than any waiver or amendment
thereof that is not materially adverse to the interests of the Lenders and (B) the Transactions
shall have been consummated or shall be consummated





	 	 	 
	 
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simultaneously on the Closing Date, in each
case in all material respects in accordance with the terms hereof and the terms of the Transaction
Documents, without the waiver or amendment of any such terms not approved by the Funding Agent and
the Arrangers other than any waiver or amendment thereof that is not materially adverse to the
interests of the Lenders.




          (ii) The Canadian Borrower and Novelis Corporation shall contemporaneously receive an
aggregate of $960 million in gross proceeds from borrowings under the Term Loan Credit Agreement.



          (iii) The Refinancing shall be consummated contemporaneously with the transactions
contemplated hereby in full to the satisfaction of the Lenders with all Liens in favor of the
existing lenders being unconditionally released; the Funding Agent shall have received a “pay-off”
letter in form and substance reasonably satisfactory to the Funding Agent with respect to all debt
being refinanced in the Refinancing; and the Funding Agent shall have received from any person
holding any Lien securing any such debt, such UCC termination statements, mortgage releases,
releases of assignments of leases and rents, releases of security interests in Intellectual
Property and other instruments, in each case in proper form for recording, as the Funding Agent
shall have reasonably requested to release and terminate of record the Liens securing such debt.



     (e) Financial Statements; Pro Forma Balance Sheet; Projections. The Funding Agent
shall have received the financial statements described in Section 3.04(a) and the pro
forma capitalization table described in Section 3.04(c), together with forecasts of the
financial performance of the Companies.



     (f) Indebtedness and Minority Interests. After giving effect to the Transactions
and the other transactions contemplated hereby, no Company shall have outstanding any
Indebtedness or preferred stock other than (i) the Loans and Credit Extensions hereunder, (ii)
the Term Loans, (iii) the Senior Notes, (iv) the Subordinated Debt Loan, (v) the Indebtedness
listed on Schedule 6.01(b), (vi) Indebtedness owed to, and preferred stock held by, any
Borrower or any Guarantor to the extent permitted hereunder and (vii) other Indebtedness
permitted under Section 6.01.



     (g) Opinions of Counsel. The Funding Agent shall have received, on behalf of
itself, the other Agents, the Arrangers, the Lenders and the Issuing Bank, (i) a favorable
written opinion of Torys LLP, special counsel for the Loan Parties, (ii) a favorable written opinion of each local and foreign counsel of the Loan Parties listed on Schedule
4.01(g), in each case (A) dated the Closing Date, (B) addressed to the Agents, the Issuing
Bank and the Lenders and (C) covering the matters set forth in Exhibit N and such other
matters relating to the Loan Documents and the Transactions as the Funding Agent shall reasonably
request, and (iii) a copy of each legal opinion (if any) delivered in connection with the
Hindalco Acquisition.



     (h) Solvency Certificate. The Funding Agent shall have received a solvency
certificate in the form of Exhibit O (or in such other form as is satisfactory to the
Funding Agent to reflect applicable legal requirements), dated the Closing Date and signed by a
senior Financial Officer of each Loan Party or the Canadian Borrower.





	 	 	 
	 
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     (i) Requirements of Law. The Funding Agent shall be satisfied that Holdings, its
Subsidiaries and the Transactions shall be in full compliance with all material Requirements of
Law, including Regulations T, U and X of the Board, and shall have received satisfactory evidence
of such compliance reasonably requested by them.



     (j) Consents. All approvals of Governmental Authorities and third parties (i)
required to be obtained under the Hindalco Acquisition Agreement or (ii) necessary to consummate
the Transactions shall been obtained and shall be in full force and effect.



     (k) Litigation. There shall be no governmental or judicial action, actual or
threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of
restraining, preventing or imposing burdensome conditions on the Transactions or the Hindalco
Acquisition.



     (l) Sources and Uses. The sources and uses of the Loans shall be as set forth in
Schedule 4.01(l).



     (m) Fees. The Arrangers and Funding Agent shall have received all Fees and other
amounts due and payable on or prior to the Closing Date, including, to the extent invoiced,
reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable legal
fees and expenses of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Agents, and
the reasonable fees and expenses of any local counsel, foreign counsel, appraisers, consultants
and other advisors) required to be reimbursed or paid by any Loan Party hereunder or under any
other Loan Document.



     (n) Personal Property Requirements. The Collateral Agent shall have received:



          (i) except to the extent otherwise provided in the Intercreditor Agreement, all certificates,
agreements or instruments, if any, representing or evidencing the Securities Collateral accompanied
by instruments of transfer and stock powers undated and endorsed in blank;



          (ii) except to the extent otherwise provided in the Intercreditor Agreement, the Intercompany
Note executed by and among the Canadian Borrower and each of its Subsidiaries, accompanied by
instruments of transfer undated and endorsed in blank;



          (iii) except to the extent otherwise provided in the Intercreditor Agreement, all other
certificates, agreements (including Control Agreements) or instruments necessary to perfect the
Collateral Agent’s security interest in all “Chattel Paper”, “Instruments”, “Deposit Accounts” and
“Investment Property” (as each such term is defined in the U.S. Security Agreement) of each Loan
Party to the extent required hereby or under the relevant Security Documents;



          (iv) UCC financing statements in appropriate form for filing under the UCC, filings with the
United States Patent and Trademark Office and United States Copyright Office PPSA filings, and such
other documents under applicable Requirements of Law in each jurisdiction as may be necessary or
appropriate or, in the opinion of the Collateral Agent, desirable to perfect the Liens created, or
purported to be created, by the Security Documents;





	 	 	 
	 
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          (v) certified copies of UCC, United States Patent and Trademark Office and United States
Copyright Office, PPSA, tax and judgment lien searches, bankruptcy and pending lawsuit searches or
equivalent reports or searches (in jurisdictions where such searches are available), each of a
recent date listing all outstanding financing statements, lien notices or comparable documents that
name any Loan Party as debtor and that are filed in those state and county (or other applicable)
jurisdictions in which any property of any Loan Party (other than Inventory in transit) is located
and the state and county (or other applicable) jurisdictions in which any Loan Party is organized
or maintains its principal place of business and such other searches that the Collateral Agent
deems necessary or appropriate, none of which are effective to encumber the Collateral covered or
intended to be covered by the Security Documents (other than Permitted Liens);



          (vi) evidence acceptable to the Collateral Agent of payment or arrangements for payment by the
Loan Parties of all applicable recording taxes, fees, charges, costs and expenses required for the
recording of the Security Documents;



          (vii) evidence that all Liens (other than Permitted Liens) affecting the assets of the Loan
Parties have been or will be discharged on or before the Closing Date (or, in the case of financing
statement filings or similar notice of lien filings that do not evidence security interests (other
than security interests that are discharged on or before the Closing Date), that arrangements with
respect to the release or termination thereof satisfactory to the Funding Agent have been made);



          (viii) copies of all notices required to be sent and other documents required to be executed
under the Security Documents;



          (ix) all share certificates, duly executed and stamped stock transfer forms and other
documents of title required to be provided under the Security Documents; and



          (x) evidence that the records of the U.K. Borrower and Novelis Europe Holding Limited at the
United Kingdom Companies House are accurate, complete and up to date and that the latest relevant
accounts have been duly filed.



     (o) Real Property Requirements. The Collateral Agent shall have received:



          (i) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the
benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that holds any
direct interest in such Mortgaged Property, and otherwise in form for recording in the recording
office of each applicable political subdivision where each such Mortgaged Property is situated,
together with such certificates, affidavits, questionnaires or returns as shall be required in
connection with the recording or filing thereof to create a lien under applicable Requirements of
Law, and such financing statements and any other instruments necessary to grant a mortgage lien
under the laws of any applicable jurisdiction, all of which shall be in form and substance
reasonably satisfactory to Collateral Agent;



          (ii) with respect to each Mortgaged Property, such consents, approvals, amendments,
supplements, estoppels, tenant subordination agreements or other instruments as necessary to
consummate the Transactions or as shall reasonably be deemed necessary by the





	 	 	 
	 
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Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property
to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;




          (iii) with respect to each Mortgage of property located in the United States, Canada or, to
the extent reasonably requested by the Collateral Agent, any other jurisdictions, (a) a policy of
title insurance (or marked up title insurance commitment having the effect of a policy of title
insurance) insuring the Lien of such Mortgage as a valid, perfected mortgage Lien on the Mortgaged
Property and fixtures described therein having the priority specified in the Intercreditor
Agreement in the amount equal to not less than 115% of the fair market value of such Mortgaged
Property and fixtures, which fair market value is set forth on Schedule 4.01(o)(iii), which
policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title
Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for
direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) contain
a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure
against losses regardless of location or allocated value of the insured property up to a stated
maximum coverage amount), (D) have been supplemented by such endorsements (or where such
endorsements are not available, opinions of special counsel, architects or other professionals
reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral
Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning,
contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable
rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit,
and so-called comprehensive coverage over covenants and restrictions), and (E) contain no
exceptions to title other than exceptions acceptable to the Collateral Agent, it being acknowledged
that Permitted Liens of the type described in Section 6.02(a), 6.02(b),
6.02(d), 6.02(f) (clause (x) only), 6.02(g), and 6.02(k) shall be
acceptable or (b) in respect of Mortgaged Property situated outside the United States, a title
opinion of the Canadian Borrower’s local counsel in form and substance satisfactory to the
Collateral Agent;



          (iv) with respect to each applicable Mortgaged Property, such affidavits, certificates,
information (including financial data) and instruments of indemnification (including a so-called
“gap” indemnification) as shall be required to induce the Title Company to issue the Title
Policy/ies and endorsements contemplated above;



          (v) evidence reasonably acceptable to the Collateral Agent of payment by the applicable
Borrowers of all Title Policy premiums, search and examination charges, escrow charges and related
charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of
the Mortgages and issuance of the Title Policies referred to above;



          (vi) with respect to each Real Property or Mortgaged Property, copies of all Leases in which
any Loan Party or any Subsidiary holds the lessor’s interest or other agreements relating to
possessory interests, if any, in each case providing for annual rental payments in excess of
$250,000. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall
be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either
expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement,
and shall otherwise be acceptable to the Collateral Agent;






	 	 	 
	 
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          (vii) with respect to each Mortgaged Property, each Company shall have made all notifications,
registrations and filings, to the extent required by, and in accordance with, all Governmental Real
Property Disclosure Requirements applicable to such Mortgaged Property;



          (viii) to the extent requested by the Collateral Agent, Surveys with respect to the Mortgaged
Properties;



          (ix) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with
respect to each Mortgaged Property situated in the United States;



          (x) (a) title deeds to each real and leasehold property situated in England and Wales secured
in favor of the Collateral Agent; or (b) a letter (satisfactory to the Collateral Agent) from
solicitors holding those title deeds undertaking to hold them to the order of the Collateral
Agent; or (c) if any document is at the Land Registry, a certified copy of that document and a
letter from the U.K. Borrower’s solicitors directing the registry to issue the document to the
Collateral Agent or its solicitors; and



          (xi) in relation to property situated in England and Wales, if applicable, satisfactory
priority searches at the Land Registry and Land Charges Searches, giving not less that 25 Business
Days’ priority notice beyond the date of the debenture and evidence that no Lien is registered
against the relevant property (other than Permitted Liens or any Liens that will be released on the
date of first drawdown, such searches to be addressed to or capable of being relied upon by the
Secured Parties).



     (p) Insurance. The Funding Agent shall have received a copy of, or a certificate as
to coverage under, the property and liability insurance policies required by Section 5.04
and the applicable provisions of the Security Documents, each of which shall be endorsed or
otherwise amended to include a “standard” lender’s loss payable or mortgagee endorsement (as
applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional
insured, in form and substance satisfactory to the Funding Agent.



     (q) USA Patriot Act. The Lenders shall have received, sufficiently in advance of
the Closing Date, all documentation and other information that may be required by the Lenders in
order to enable compliance with applicable “know your customer” and anti-money laundering rules
and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information
described in Section 11.13.



     (r) Minimum Excess Availability. As of the Closing Date and after giving pro forma
effect to the prepayment required by Section 2.10(g), Excess Availability shall be not
less than $300 million.



     (s) Initial Borrowing Base Certificate. The Collateral Agent and the Funding Agent
shall have received a Borrowing Base Certificate, dated the Closing Date and certifying the
Borrowing Base as of May 31, 2007.



     (t) Take Over Audit — Inventory and Accounts. Within five (5) days prior to the
Closing Date, the Collateral Agent’s staff and/or agents shall have conducted a supplemental





	 	 	 
	 
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“take over audit” which supports and confirms (i) to the satisfaction of the Collateral Agent,
the calculation of the initial Borrowing Base, (ii) no material change in the procedures since
the delivery of the Inventory Appraisal, (iii) no material change in sales, Inventory turn or the
level of Inventory since the delivery of the Inventory Appraisal and (iv) the accuracy in all
material respects of the representations and warranties set forth herein.




     (u) Cash Management. The Collateral Agent and the Funding Agent shall have reviewed
and approved the Companies’ cash management system and shall have received executed blocked
account agreements (or, with respect to countries other than the United States and Canada, other
customary arrangements) from all of the financial institutions where the Loan Parties maintain
bank accounts or securities accounts (except as may otherwise be agreed by the Collateral Agent)
in form and substance satisfactory to Funding Agent and Collateral Agent and in accordance with
Section 9.01.



     (v) Process Agent. The Collateral Agent and the Funding Agent shall have received
evidence of the acceptance by the Process Agent of its appointment as such by the Loan Parties.



     (w) Outstanding Indebtedness. The Collateral Agent and the Funding Agent shall have
received evidence that the amount of funded indebtedness and unfunded commitments under that
certain Credit Agreement, dated as of January 7, 2005, among Novelis Inc., Novelis Corporation,
Novelis Deutschland GmbH, Novelis UK Ltd, Novelis AG, the lenders and issuers party thereto, and
Citicorp North America, Inc., as administrative agent and collateral agent (as amended, restated,
supplemented or otherwise modified), shall not exceed $1,500 million.


SECTION 4.02 Conditions to All Credit Extensions. The obligation of each Lender and each Issuing
Bank to make any Credit Extension (including the initial Credit Extension) shall be subject to, and
to the satisfaction of, each of the conditions precedent set forth below.




     (a) Notice. The Funding Agent shall have received a Borrowing Request as required
by Section 2.03 (or such notice shall have been deemed given in accordance with
Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the applicable Issuing Bank and the Funding
Agent shall have received an LC Request as required by Section 2.18(b) or, in the case of
the Borrowing of a Swingline Loan, the Swingline Lender and the Funding Agent shall have received
a Borrowing Request as required by Section 2.17.



     (b) No Default. No Default shall exist, or would result from such proposed Credit
Extension or from the application of the proceeds therefrom (subject to Section 4.02(c)
and Section 4.03 in the case of the initial Credit Extension).



     (c) Representations and Warranties. Each of the representations and warranties made
by any Loan Party set forth in ARTICLE III hereof or in any other Loan Document shall be
true and correct in all material respects on and as of the date of such Credit Extension with the
same effect as though made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such





	 	 	 
	 
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representation and warranty
shall have been true and correct in all material respects as of such earlier date;
provided that in the case of the initial Credit Extension hereunder only, the
representations contained in Sections 3.04 (Financial Statements; Projections),
3.05 (Properties), 3.06 (Intellectual Property), 3.07 (Equity Interests
and Subsidiaries), 3.08 (Litigation; Compliance with Laws) (other than clause (i)
thereunder), 3.09 (Agreements), 3.13 (Taxes), 3.14 (No Material
Misstatements), 3.15 (Labor Matters), 3.17 (Employee Benefit Plans), 3.18
(Environmental Matters), 3.19 (Insurance), 3.21 (Acquisition Documents; Material
Indebtedness Documents; Representations and Warranties in Acquisition Agreement), 3.24
(Location of Material Inventory and Equipment), 3.26 (Senior Notes; Material
Indebtedness) (solely with regard to the first sentence thereof), 3.27 (Centre of Main
Interests and Establishments) and 3.28 (Holding and Dormant Companies) shall only be
conditions to the obligation of each Lender and each applicable Issuing Bank to fund the initial
Credit Extension requested to be made by it on the date of the initial Credit Extensions
hereunder to the extent that, as a result of the breach of such representation, Acquiror (x) had
or would have had the right to terminate its obligations under the Acquisition Agreement on the
Acquisition Closing Date (or to not consummate the Hindalco Acquisition on the Acquisition
Closing Date) and (y) Acquiror or any of its affiliates, representatives or advisors had, as of
the Acquisition Closing Date, knowledge of such right to terminate or right to not consummate the
Acquisition.




     (d) No Legal Bar. With respect to each Lender, no order, judgment or decree of any
Governmental Authority shall purport to restrain such Lender from making any Loans to be made by
it. No injunction or other restraining order shall have been issued, shall be pending or noticed
with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the transactions
contemplated by this Agreement or the making of Loans hereunder.



     Each of the delivery of a Borrowing Request or an LC Request and the acceptance by any
Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by
each Borrower and each other Loan Party that on the date of such Credit Extension (both immediately
before and after giving effect to such Credit Extension and the application of the proceeds
thereof) the conditions contained in Section 4.02(b) through (d) have been
satisfied (which representation and warranty shall be deemed limited to the knowledge of the Loan
Parties in the case of the first sentence of Section 4.02(d)). Borrowers shall provide such
information (including, if applicable, calculations in reasonable detail of the covenants in
Section 6.10) as the Funding Agent may reasonably request to confirm that the conditions in
Section 4.02(b) through (d) have been satisfied.


SECTION 4.03 Certain Collateral Matters. To the extent any Collateral (other than the pledge and
perfection of the Lien of the Collateral Agent in the Equity Interests of Subsidiaries held by the
Loan Parties (to the extent required hereunder) and other assets pursuant to which a lien may be
perfected by the filing of a financing statement under the UCC, the PPSA and other similar filings
in other applicable jurisdictions) is not provided on the Closing Date after use by Holdings and
its Subsidiaries of commercially reasonable efforts to do so, the delivery of such Collateral shall
not constitute a condition precedent to the Closing Date, but shall be required to be delivered
after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Borrowers
and the Funding Agent, provided, however, that failure by







	 	 	 
	 
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the Loan Parties to
pledge and perfect Liens on Collateral in the Borrowing Base will limit the eligibility of such
Collateral for inclusion in the Borrowing Base.




ARTICLE V.




AFFIRMATIVE COVENANTS




     Each Loan Party warrants, covenants and agrees with each Lender that so long as this Agreement
shall remain in effect and until the Commitments have been terminated and the principal of and
interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document
shall have been paid in full and all Letters of Credit have been canceled or have expired or been
fully cash collateralized and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of
its Subsidiaries to:


SECTION 5.01 Financial Statements, Reports, etc. Furnish to the Funding Agent (and the Funding
Agent shall make available to the Lenders, on the Platform or otherwise, in accordance with its
customary procedures):




     (a) Annual Reports. As soon as available and in any event within the earlier of (i)
ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange
Commission, after the end of each fiscal year, beginning with the first fiscal year ending after
the Closing Date, (i) the consolidated balance sheet of Canadian Borrower as of the end of such
fiscal year and related consolidated statements of income, cash flows and stockholders’ equity
for such fiscal year, in comparative form with such financial statements as of the end of, and
for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X
and accompanied by an opinion of independent public accountants of recognized national standing
reasonably satisfactory to the Funding Agent (which opinion shall not be qualified as to scope or
contain any going concern qualification, paragraph of emphasis or explanatory statement), stating
that such financial statements fairly present, in all material respects, the consolidated financial condition, results of
operations and cash flows of Canadian Borrower as of the dates and for the periods specified in
accordance with GAAP, (ii) a narrative report and management’s discussion and analysis, in a form
reasonably satisfactory to the Funding Agent, of the financial condition and results of
operations of Canadian Borrower for such fiscal year, as compared to amounts for the previous
fiscal year (it being understood that the information required by clauses (i) and (ii) of this
Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial
statements, narrative report and management’s discussion therein comply with the requirements set
forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the
Canadian Borrower and its Subsidiaries separating out the results by region;



     (b) Quarterly Reports. As soon as available and in any event within the earlier of
(i) forty-five (45) days and (ii) such shorter period as may be required by the Securities and
Exchange Commission, after the end of each of the first three fiscal quarters of each fiscal
year, beginning with the fiscal quarter ending June 30, 2007, (i) the consolidated balance sheet
of Canadian Borrower as of the end of such fiscal quarter and related consolidated statements of
income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal





	 	 	 
	 
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year, in comparative form with the consolidated statements of income and cash flows for the
comparable periods in the previous fiscal year, and notes thereto, all prepared in accordance
with Regulation S-X under the Securities Act and accompanied by a certificate of a Financial
Officer stating that such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of Canadian Borrower as of
the date and for the periods specified in accordance with GAAP consistently applied, and on a
basis consistent with audited financial statements referred to in clause (a) of this
Section, except as otherwise disclosed therein and subject to the absence of footnote
disclosures and to normal year-end audit adjustments, (ii) a narrative report and management’s
discussion and analysis, in a form reasonably satisfactory to the Funding Agent, of the financial
condition and results of operations for such fiscal quarter and the then elapsed portion of the
fiscal year, as compared to the comparable periods in the previous fiscal year (it being
understood that the information required by clauses (i) and (ii) of this Section 5.01(b)
may be furnished in the form of a Form 10-Q (so long as the financial statements, management
report and management’s discussion therein comply with the requirements set forth above)) and
(iii) consolidating balance sheets, statements of income and cash flows of the Canadian Borrower
and its Subsidiaries separating out the results by region;




     (c) Monthly Reports. At any time after the occurrence of a Covenant Trigger Event
and prior to the subsequent occurrence of a Covenant Recovery Event, within thirty (30) days
after the end of each of the first two months of each fiscal quarter, (i) the consolidated
balance sheet of the Canadian Borrower as of the end of such month and the related consolidated
statements of income and cash flows of the Canadian Borrower for each such month and for the then
elapsed portion of the fiscal year, in comparative form with the consolidated statements of
income and cash flows for the comparable periods in the previous fiscal year, accompanied by a
certificate of a Financial Officer stating that such financial statements fairly present, in all
material respects, cash flows of the Canadian Borrower as of the date and for the periods
specified, subject to normal quarterly adjustments and year end audit adjustments and (ii) a
management report in a form reasonably satisfactory to the Funding Agent setting forth statement
of income items and Consolidated EBITDA of the Canadian Borrower for such month and for the then elapsed portion of the fiscal year,
showing variance, by dollar amount and percentage, from amounts for the comparable periods in the
previous fiscal year;



     (d) Financial Officer’s Certificate. (i) Concurrently with any delivery of
financial statements under Section 5.01(a) or (b), beginning with the fiscal
quarter ending June 30, 2007, a Compliance Certificate (A) certifying that no Default has
occurred or, if such a Default has occurred, specifying the nature and extent thereof and any
corrective action taken or proposed to be taken with respect thereto, (B) setting forth
computations in reasonable detail satisfactory to the Funding Agent (including a breakdown of
such computations on a quarterly basis) demonstrating compliance with the covenants contained in
Section 6.10 (including a calculation of Consolidated Fixed Charge Coverage Ratio,
whether or not a Covenant Trigger Event has occurred) and (C) showing a reconciliation of
Consolidated EBITDA to the net income set forth on the statement of income, such reconciliation
to be on a quarterly basis; and (ii) concurrently with any delivery of financial statements under
Section 5.01(a) above, to the extent permitted under applicable accounting guidelines, a
report of the accounting firm opining on or certifying such financial statements stating that in
the course of





	 	 	 
	 
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its regular audit of the financial statements of Canadian Borrower and its
Subsidiaries, such accounting firm obtained no knowledge that any Default has occurred, or if any
Default has occurred, specifying the nature and extent thereof;




      (e) Officer’s Certificate Regarding Organizational Chart and Perfection of
Collateral. Concurrently with any delivery of financial statements under Section
5.01(a), a certificate of a Responsible Officer of the Administrative Borrower attaching an
accurate organizational chart (or confirming that there has been no change in organizational
structure) and otherwise setting forth the information required pursuant to the Perfection
Certificate Supplement or confirming that there has been no change in such information since the
date of the Perfection Certificate or latest Perfection Certificate Supplement;



     
(f) Public Reports. Promptly after the same become publicly available, copies of
all periodic and other reports, proxy statements and other materials filed by any Loan Party with
the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, with any national U.S. or non-U.S. securities regulatory
authority or securities exchange or with the National Association of Securities Dealers, Inc., or
distributed to holders of its publicly held Indebtedness or securities pursuant to the terms of
the documentation governing such Indebtedness or securities (or any trustee, agent or other
representative therefor), as the case may be; provided that documents required to be
delivered pursuant to this clause (f) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which Canadian Borrower posts such documents,
or provides a link thereto on Canadian Borrower’s website (or other location specified by the
Canadian Borrower) on the Internet; or (ii) on which such documents are posted on Canadian
Borrower’s behalf on the Platform; provided that: (i) upon written request by the Funding
Agent, Canadian Borrower shall deliver paper copies of such documents to the Funding Agent for
further distribution to each Lender until a written request to cease delivering paper copies is
given by the Funding Agent and (ii) Canadian Borrower shall notify (which may be by facsimile or
electronic mail) the Funding Agent of the posting of any such documents and provide to the
Funding Agent by electronic mail electronic versions (i.e., soft copies) of such documents; provided, further, that notwithstanding anything
contained herein, in every instance Canadian Borrower shall be required to provide paper copies
of the certificates required by clauses (d) and (e) of this Section 5.01 to the Funding
Agent;



     
(g) Management Letters. Promptly after the receipt thereof by any Company, a copy
of any “management letter”, exception report or other similar letter or report received by any
such person from its certified public accountants and the management’s responses thereto;



     
(h) Projections. Within sixty (60) days of the end of each fiscal year, a copy of
the annual projections for Canadian Borrower (including balance sheets, statements of income and
sources and uses of cash, for (i) each quarter of such fiscal year prepared in detail and (ii)
each fiscal year thereafter, through and including the fiscal year in which the Final Maturity
Date occurs, prepared in summary form, in each case, of the Canadian Borrower on a consolidated
basis, with appropriate presentation and discussion of the principal assumptions upon which such
forecasts are based, accompanied by the statement of a Financial Officer of the Canadian Borrower
to the effect that such assumptions are believed to be reasonable;





	 	 	 
	 
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(i) Labor Relations. Promptly after becoming aware of the same, written notice of
(a) any labor dispute to which any Loan Party or any of its Subsidiaries is or is expected to
become a party, including any strikes, lockouts or other labor disputes relating to any of such
person’s plants and other facilities, which could reasonably be expected to result in a Material
Adverse Effect, (b) any Worker Adjustment and Retraining Notification Act or related liability
incurred with respect to the closing of any plant or other facility of any such person and (c)
any material liability under Requirements of Law similar to the Worker Adjustment and Retraining
Notification Act or otherwise arising out of plant closings;



     
(j) Borrowing Base. Promptly, and in any event within fifteen (15) days after (i)
the Closing Date, and (ii) thereafter, the end of each calendar month (or, if such day is not a
Business Day, the next succeeding Business Day) (or more frequently as specified in Section
9.03(a)), provide copies of Borrowing Base Certificates, certified by a Responsible Officer
of the Administrative Borrower and otherwise as specified in Section 9.03(a);



     
(k) Asset Sales. At least ten (10) days prior to an Asset Sale, the Net Cash
Proceeds of which (or the Dollar Equivalent thereof) are anticipated to exceed $20,000,000,
written notice (a) describing such Asset Sale or the nature and material terms and conditions of
such transaction and (b) stating the estimated Net Cash Proceeds anticipated to be received by
any Loan Party or any of its Subsidiaries;



     (l) Other Information. Promptly, from time to time, such other information
regarding the operations, properties, business affairs and condition (financial or otherwise) of
any Company, or compliance with the terms of any Loan Document, or matters regarding the
Collateral (beyond the requirements contained in Section 9.03) as the Funding Agent or
any Lender may reasonably request.


SECTION 5.02 Litigation and Other Notices. Furnish to the Funding Agent written notice of the
following promptly (and, in any event, within three (3) Business Days after acquiring knowledge
thereof):




     (a) any Default or Event of Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;



     (b) the filing or commencement of, or any written notice of intention of any person to file
or commence, any action, suit, litigation or proceeding, whether at law or in equity by or before
any Governmental Authority, (i) against any Borrower or other Company that in the reasonable
judgment of the Borrowers could reasonably be expected to result in a Material Adverse Effect if
adversely determined or (ii) with respect to any Loan Document;



     (c) any development that has resulted in, or could reasonably be expected to result in, a
Material Adverse Effect;



     (d) the occurrence of a Casualty Event involving a Dollar Equivalent amount in excess of $20
million;





	 	 	 
	 
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     (e) any dispute or contest with regard to any Lien that could reasonably be expected to
result in forfeiture of Revolving Credit Priority Collateral having a Dollar Equivalent fair
market value in excess of $1 million;



     (f) the incurrence of any Lien on Revolving Credit Priority Collateral arising out of or in
connection with any Priority Payable for amounts past due and owing by a Borrower or Borrowing
Base Guarantor, or for an accrued amount for which a Borrower or Borrowing Base Guarantor then
has an obligation to remit to a Governmental Authority or other Person pursuant to a Requirement
of Law and having a Dollar Equivalent value in excess of $1 million; and



     (g) (i) the incurrence of any Lien (other than Permitted Liens) on the Collateral, or claim
asserted against any of the Collateral or (ii) the occurrence of any other event which could
reasonably be expected to affect the value of the Collateral, in each case which could reasonably
be expected to be material with regard to (x) the Revolving Credit Priority Collateral, taken as
a whole, or (y) the Term Loan Priority Collateral, taken as a whole.


SECTION 5.03 Existence; Businesses and Properties.




     (a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in
full force and effect its legal existence, rights and franchises necessary or desirable in the
normal conduct of its business, except (i) other than with respect to a Borrower’s or Borrowing
Base Guarantor’s existence, to the extent the failure to do so would not reasonably be expected
to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section
6.05 or Section 6.06.



     (b) Do or cause to be done all things necessary to obtain, maintain, preserve, renew, extend
and keep in full force and effect the rights, licenses, permits, privileges, franchises,
approvals, authorizations, patents, copyrights, trademarks, service marks and trade names used,
useful, or necessary to the conduct of its business, except where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect; do or cause to be done all things necessary to preserve its business and the goodwill and business of the
customers, advertisers, suppliers and others having business relations with each Loan Party or
any of its Subsidiaries, except where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect; comply with all applicable Requirements of Law (including
any and all zoning, building, Environmental Law, ordinance, code or approval or any building
permits or any restrictions of record or agreements affecting the Real Property), contractual
obligations, and decrees and orders of any Governmental Authority, whether now in effect or
hereafter enacted, except where the failure to comply, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect; and at all times maintain,
preserve and protect all of its property and keep such property in good repair, working order and
condition (other than wear and tear occurring in the ordinary course of business) and from time
to time make, or cause to be made, all needful and proper repairs, renewals, additions,
improvements and replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times, except in each case where the
failure to do so could not reasonably be expected to result in a Material Adverse Effect.





	 	 	 
	 
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SECTION 5.04 Insurance.




     (a) Generally. Keep its insurable property adequately insured at all times by
financially sound and reputable insurers; maintain such other insurance, to such extent and
against such risks as is customary with companies in the same or similar businesses operating in
the same or similar locations, including insurance with respect to Mortgaged Properties and other
properties material to the business of the Companies against such casualties and contingencies
and of such types and in such amounts with such deductibles as is customary in the case of
similar businesses operating in the same or similar locations, including (i) physical hazard
insurance on an “all risk” basis (subject to usual and customary exclusions), (ii) commercial
general liability against claims for bodily injury, death or property damage covering any and all
insurable claims, (iii) explosion insurance in respect of any boilers, machinery or similar
apparatus constituting Collateral, (iv) business interruption insurance and flood insurance, and
(v) worker’s compensation insurance and such other insurance as may be required by any
Requirement of Law; provided that with respect to physical hazard insurance, neither the
Collateral Agent nor the applicable Company shall agree at any time after the occurrence of a
Cash Dominion Trigger Event and prior to the subsequent occurrence of a Cash Dominion Recovery
Event to the adjustment of any claim thereunder with regard to Inventory having a Dollar
Equivalent value in excess of $20 million without the consent of the other (such consent not to
be unreasonably withheld or delayed); provided, further, that no consent of any
Company shall be required during an Event of Default.



     (b) Requirements of Insurance. All such property and liability insurance maintained
by the Loan Parties shall (i) provide that no cancellation, material reduction in amount or
material change in coverage thereof shall be effective until at least thirty (30) days after
receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as
mortgagee or loss payee, as applicable (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance), and (iii) if
reasonably requested by the Collateral Agent, include a breach of warranty clause.



     (c) Flood Insurance. Except to the extent already obtained in accordance with
clause (iv) of Section 5.04(a), with respect to each Mortgaged Property, obtain flood
insurance in such total amount as the Administrative Agent may from time to time require, if at
any time the area in which any improvements located on any Mortgaged Property is designated a
“flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management
Agency (or any successor agency), and such insurance is required to be obtained pursuant to the
requirements of the National Flood Insurance Act of 1968, as amended from time to time, or the
Flood Disaster Protection Act of 1973, as amended from time to time.



     (d) Broker’s Report. As soon as practicable and in any event within ninety (90)
days after the end of each fiscal year, deliver to the Funding Agent and the Collateral Agent (i)
a report of a reputable insurance broker with respect to the insurance maintained pursuant to
clauses (i)-(iv) of Section 5.04(a) in form and substance satisfactory to
the Funding Agent and the Collateral Agent (together with such additional reports as the Funding
Agent or the Collateral Agent may reasonably request), and (ii) such broker’s statement that all
premiums then due and payable with respect to the coverage maintained pursuant to clauses
(i)-(iv) of




	 	 	 
	 
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Section 5.04(a) have been paid and confirming, with respect to
any property, physical hazard or liability insurance maintained by a Loan Party, that the
Collateral Agent has been named as loss payee or additional insured, as applicable.




     (e) Mortgaged Properties. Each Loan Party shall comply in all material respects
with all Insurance Requirements in respect of each Mortgaged Property; provided,
however, that each Loan Party may, at its own expense and after written notice to the
Funding Agent, (i) contest the applicability or enforceability of any such Insurance Requirements
by appropriate legal proceedings, the prosecution of which does not constitute a basis for
cancellation or revocation of any insurance coverage required under this Section 5.04 or
(ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new
policy complying with the provisions of this Section 5.04.


SECTION 5.05 Payment of Taxes.




     (a) Payment of Taxes. Pay and discharge promptly when due all Taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as all lawful claims
for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a
Lien other than a Permitted Lien upon such properties or any part thereof; provided that
such payment and discharge shall not be required with respect to any such Tax, assessment,
charge, levy or claim so long as (x)(i) the validity or amount thereof shall be contested in good
faith by appropriate proceedings timely instituted and diligently conducted and the applicable
Company shall have set aside on its books adequate reserves or other appropriate provisions with
respect thereto in accordance with GAAP (or other applicable accounting rules), and (ii) such contest operates to suspend collection of the contested
obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien, and
(y) the failure to pay could not reasonably be expected to result in a Material Adverse Effect.



     (b) Filing of Returns. Timely file all material Tax Returns required to be filed by
it.


SECTION 5.06 Employee Benefits.




     (a) Comply with the applicable provisions of ERISA and the Code and any Requirements of Law
applicable to any Foreign Plan or Compensation Plan, except where any non-compliance could not
reasonably be expected to result in a Material Adverse Effect.



     (b) Furnish to the Funding Agent (x) as soon as possible after, and in any event within five
(5) Business Days after any Responsible Officer of any Company or any ERISA Affiliates of any
Company knows that, any ERISA Event has occurred, a statement of a Financial Officer of
Administrative Borrower setting forth details as to such ERISA Event and the action, if any, that
the Companies propose to take with respect thereto, and (y) upon request by the Funding Agent,
copies of such other documents or governmental reports or filings relating to any Plan (or
Foreign Plan, or other employee benefit plan sponsored or contributed to by any Company) as the
Funding Agent shall reasonably request.






	 	 	 
	 
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          (c) (i) Ensure that the Novelis U.K. Pension Plan is funded in accordance with the agreed
schedule of contributions dated May 16, 2007, and that no action or omission is taken by any
Company in relation to such a pension scheme which has or is reasonably likely to have a Material
Adverse Effect. (ii) Except for any existing defined benefit pension schemes as specified on
Schedule 3.17 ensure that no Company is or has been at any time an employer (for the
purposes of Sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which
is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or
“connected” with or an “associate” of (as those terms are defined in Sections 39 or 43 of the
Pensions Act 2004) such an employer. (iii) Deliver to the Funding Agent upon request as those
reports are prepared in order to comply with the then current statutory or auditing requirements
(as applicable either to the trustees of any relevant schemes), actuarial reports in relation to
all pension schemes mentioned in clause (i) above. (iv) Promptly notify the Funding Agent of
any material change in the agreed rate of contributions to any pension schemes mentioned in
clause (i) above, (v) Promptly notify the Funding Agent of any investigation or proposed
investigation by the Pensions Regulator which may lead to the issue of a Financial Support
Direction or a Contribution Notice to any member of the Group. (vi) Promptly notify the Funding
Agent if it receives a Financial Support Direction or a Contribution Notice from the Pensions
Regulator.



          (d) Ensure that all Foreign Plans (except the Novelis U.K. Pension Plan) and Compensation
Plans that are required to be funded are funded and contributed to in accordance with their terms
to the extent of all Requirements of Law.


SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings.




          (a) Keep proper books of record and account in which full, true and correct entries in
conformity in all material respects with GAAP (or other applicable accounting standards) and all
Requirements of Law of all financial transactions and the assets and business of each Company and
its Subsidiaries are made of all dealings and transactions in relation to its business and
activities, including, without limitation, proper records of intercompany transactions) with
full, true and correct entries reflecting all payments received and paid (including, without
limitation, funds received by or for the account of any Loan Party from deposit accounts of the
other Companies). Each Company will permit any representatives designated by the Funding Agent
(who may be accompanied by any Agent or Lender) to visit and inspect the financial records and
the property of such Company (at reasonable intervals, during normal business hours and within
five Business Days after written notification of the same to Administrative Borrower, except
that, during the continuance of an Event of Default, none of such restrictions shall be
applicable) and to make extracts from and copies of such financial records, and permit any
representatives designated by the Funding Agent (who may be accompanied by any Agent or Lender)
to discuss the affairs, finances, accounts and condition of any Company with the officers and
employees thereof and advisors therefor (including independent accountants).



          (b) Within 150 days after the end of each fiscal year of the Companies, at the request of
the Funding Agent or Required Lenders, hold a meeting (at a mutually agreeable location, venue
and time or, at the option of the Funding Agent, by conference call, the costs





	 	 	 
	 
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of such venue or
call to be paid by Borrowers) with all Lenders who choose to attend such meeting, at which
meeting shall be reviewed the financial results of the previous fiscal year and the financial
condition of the Companies and the budgets presented for the current fiscal year of the
Companies.



SECTION 5.08 Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in
Section 3.12 and request the issuance of Letters of Credit only for the purposes set forth
in the definition of Commercial Letter of Credit or Standby Letter of Credit, as the case may be.



SECTION 5.09 Compliance with Environmental Laws; Environmental Reports.




          (a) Comply, and cause all lessees and other persons occupying Real Property owned, operated
or leased by any Company to comply, in all material respects with all Environmental Laws and
Environmental Permits applicable to its operations and Real Property; obtain and renew all
material Environmental Permits applicable to its operations and Real Property; and conduct all
Responses required by, and in accordance with, Environmental Laws, in each case, to the extent
that the failure to do so could reasonably be expected to have a Material Adverse Effect;
provided that no Company shall be required to undertake any Response to the extent that its obligation to do so is being contested in good faith and by
proper proceedings and appropriate reserves are being maintained with respect to such
circumstances in accordance with GAAP or other applicable accounting standards.



          (b) If a Default caused by reason of a breach of Section 3.18 or Section
5.09(a) shall have occurred and be continuing for more than twenty (20) Business Days without
the Companies commencing activities reasonably likely to cure such Default in accordance with
Environmental Laws, at the written request of the Funding Agent or the Required Lenders through
the Funding Agent, provide to the Lenders as soon as practicable after such request, at the
expense of Borrowers, an environmental assessment report regarding the matters which are the
subject of such Default, including, where appropriate, soil and/or groundwater sampling, prepared
by an environmental consulting firm and, in form and substance, reasonably acceptable to the
Funding Agent and indicating the presence or absence of Hazardous Materials and the estimated
cost of any compliance or Response to address them.


SECTION 5.10 Interest Rate Protection. From and after the thirtieth (30th) day after the Closing
Date until the Final Maturity Date, maintain fixed rate Indebtedness, or Hedging Agreements with
terms and conditions acceptable to the Funding Agent, that together result in at least 45% of the
aggregate principal amount of Holdings’ Consolidated Indebtedness being effectively subject to a
fixed or maximum interest rate.



SECTION 5.11 Additional Collateral; Additional Guarantors.




          (a) Subject to the terms of the Intercreditor Agreement and this Section 5.11, with
respect to any property acquired after the Closing Date by any Loan Party that is intended to be
subject to the Lien created by any of the Security Documents but is not so subject, promptly (and
in any event within thirty (30) days after the acquisition thereof) (i) execute and deliver to
the Funding Agent and the Collateral Agent such amendments or supplements to the





	 	 	 
	 
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relevant
Security Documents or such other documents as the Funding Agent or the Collateral Agent shall
deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit
of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted
Liens, and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent
required by such Security Document in accordance with all applicable Requirements of Law,
including the filing of financing statements (or other applicable filings) in such jurisdictions
as may be reasonably requested by the Funding Agent. Borrowers shall otherwise take such actions
and execute and/or deliver to the Collateral Agent such documents as the Funding Agent or the
Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the
Lien of the Security Documents against such after-acquired properties.




          (b) With respect to any person that becomes a Subsidiary after the Closing Date (other than
an Excluded Collateral Subsidiary), or any Subsidiary that was an Excluded Collateral Subsidiary
but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Collateral Subsidiary or is required to become a Loan Party by operation of
the provisions of Section 5.11(d), promptly (and in any event within thirty (30) days
after such person becomes a Subsidiary or ceases to be an Excluded Collateral Subsidiary or is
required to become a Loan Party by operation of the provisions of Section 5.11(d)) (i)
pledge and deliver to the Collateral Agent the certificates, if any, representing all of the
Equity Interests of such Subsidiary owned by a Loan Party, together with undated stock powers or
other appropriate instruments of transfer executed and delivered in blank by a duly authorized
officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such
Subsidiary to any Loan Party together with instruments of transfer executed and delivered in
blank by a duly authorized officer of such Loan Party and (ii) cause any such Subsidiary that is
a Wholly Owned Subsidiary, in each case to the extent not prohibited by applicable Requirements
of Law, (A) to execute a Joinder Agreement or such comparable documentation to become a
Subsidiary Guarantor (or, in the case of a Subsidiary organized under the laws of the United
States or any state thereof or the District of Columbia, a U.S. Borrower) and joinder agreements
to the applicable Security Documents (in each case, substantially in the form annexed thereto or
in such other form as may be reasonably satisfactory to the Funding Agent) or, in the case of a
Foreign Subsidiary, execute such other Security Documents (or joinder agreements) to the extent
possible under and compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and
substance reasonably satisfactory to the Funding Agent, and (B) to take all actions necessary or
advisable in the opinion of the Funding Agent or the Collateral Agent to cause the Lien created
by the applicable Security Document to be duly perfected to the extent required by such agreement
in accordance with all applicable Requirements of Law, including the filing of financing
statements (or other applicable filings) in such jurisdictions as may be reasonably requested by
the Funding Agent or the Collateral Agent. Notwithstanding the foregoing, (1) clause (i) of this
paragraph (b) shall not apply to the Equity Interests of (x) any Company listed on Schedule
5.11(b) to the extent any applicable Requirement of Law continues to prohibit the pledging of
its Equity Interests to secure the Secured Obligations and (y) any Joint Venture Subsidiary, to
the extent the terms of any applicable joint venture, stockholders, partnership, limited
liability company or similar agreement prohibits or conditions the pledging of its Equity
Interests to secure the Secured Obligations and (2) clause (ii) of this paragraph (b) shall not
apply to any Company listed on





	 	 	 
	 
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Schedule 5.11(b) to the extent any applicable Requirement
of Law prohibits it from becoming a Loan Party.




          (c) Subject to the terms of the Intercreditor Agreement, promptly grant to the Collateral
Agent, within sixty (60) days of the acquisition thereof, a security interest in and Mortgage on
(i) each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after
the Closing Date and that, together with any improvements thereon, individually has a fair market
value the Dollar Equivalent of which is at least $5 million, and (ii) unless the Collateral Agent
otherwise consents, and subject to obtaining any consent required from the applicable landlord
and any applicable mortgagee (each of which the Loan Parties agree to use commercially reasonable
efforts to obtain), each leased Real Property of such Loan Party which lease individually has a
fair market value the Dollar Equivalent of which is at least $5 million, in each case, as
additional security for the Secured Obligations (unless the subject property is already mortgaged
to a third party to the extent permitted by Section 6.02). Subject to the terms of the
Intercreditor Agreement, such Mortgages shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Funding Agent and the Collateral Agent and shall constitute valid, perfected and enforceable
First Priority Liens subject only to Permitted Liens. Subject to the terms of the Intercreditor
Agreement, the Mortgages or instruments related thereto shall be duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve and protect the
First Priority Liens in favor of the Collateral Agent required to be granted pursuant to the
Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in
full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the
Collateral Agent such documents as the Funding Agent or the Collateral Agent shall reasonably
require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or
new Mortgage against such after-acquired Real Property (including a Title Policy (or title
opinion satisfactory to the Collateral Agent), a Survey (if applicable in the respective
jurisdiction), and a local counsel opinion (in form and substance reasonably satisfactory to the
Funding Agent and the Collateral Agent) in respect of such Mortgage). For purposes of this
Section 5.11(c) Real Property owned by a Company that becomes a Loan Party following the
Closing Date in accordance with the terms of this Agreement shall be deemed to have been acquired
on the later of (x) the date of acquisition of such Real Property and (y) the date such Company
becomes a Loan Party.



          (d) If, at any time and from time to time after the Closing Date, Subsidiaries that are not
Loan Parties because they are Excluded Collateral Subsidiaries comprise in the aggregate more
than 1% of the consolidated total assets of Canadian Borrower and its Subsidiaries as of the end
of the most recently ended fiscal quarter or more than 1% of Consolidated EBITDA of Canadian
Borrower and its Subsidiaries as of the end of the most recently ended fiscal quarter, then the
Loan Parties shall, not later than 45 days after the date by which financial statements for such
fiscal quarter are required to be delivered pursuant to this Agreement, cause one or more of such
Subsidiaries to become Loan Parties (notwithstanding that such Subsidiaries are, individually,
Excluded Collateral Subsidiaries) such that the foregoing condition ceases to be true.


SECTION 5.12 Security Interests; Further Assurances. Subject to the terms of the Intercreditor
Agreement, promptly, upon the reasonable request of the Funding Agent or the






	 	 	 
	 
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Collateral Agent, at
Borrowers’ expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and
delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded,
in an appropriate governmental office, any document or instrument supplemental to or confirmatory
of the Security Documents or otherwise deemed by the Funding Agent or the Collateral Agent
reasonably necessary or desirable for the continued validity, perfection and priority of the Liens
on the Collateral covered thereby subject to no other Liens except Permitted Liens, or use
commercially reasonable efforts to obtain any consents or waivers as may be reasonably required in
connection therewith. Deliver or cause to be delivered (using commercially reasonable efforts with
respect to delivery of items from Persons who are not in the control of any Loan Party) to the
Funding Agent and the Collateral Agent from time to time such other documentation, consents,
authorizations, approvals and orders in form and substance reasonably satisfactory to the Funding
Agent and the Collateral Agent as the Funding Agent and the Collateral Agent shall reasonably deem
necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents.
Upon the exercise by the Funding Agent, the Collateral Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document that requires
any consent, approval, registration, qualification or authorization of any Governmental Authority,
execute and deliver all applications, certifications, instruments and other documents and papers
that the Funding Agent, the Collateral Agent or such Lender may reasonably require in connection
therewith. If the Funding Agent, the Collateral Agent or the Required Lenders determine that they
are required by a Requirement of Law to have appraisals prepared in respect of the Real Property of
any Loan Party constituting Collateral, Borrowers shall provide to the Funding Agent appraisals
that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA
(or other applicable requirements) and are otherwise in form satisfactory to the Funding Agent and
the Collateral Agent.



SECTION 5.13 Information Regarding Collateral. Not effect any change (i) in any Loan Party’s legal
name or in any trade name used to identify it in the conduct of its business or in the ownership of
its properties, (ii) in the location of any Loan Party’s chief executive office, its principal
place of business, any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral owned by it is located (including the
establishment of any such new office or facility) other than changes in location to a property
identified on Schedule 3.24, another property location previously identified on a
Perfection Certificate Supplement or Borrowing Base Certificate, as to which the steps required by
clause (B) below have been completed or to a Mortgaged Property or a leased property subject to a
Landlord Access Agreement (it being agreed that this clause (ii) shall not apply to Inventory in
transit from a supplier or vendor to a permitted location or between permitted locations or
Inventory in transit to a customer, nor shall it prohibit the Loan Parties from maintaining
Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 located at
locations not identified on Schedule 3.24 or a Perfection Certificate Supplement or a
Borrowing Base Certificate), (iii) in any Loan Party’s identity or organizational structure, (iv)
in any Loan Party’s Federal Taxpayer Identification Number or organizational identification number,
if any, or (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging
with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in
any other jurisdiction), until (A) it shall have given the Collateral Agent and the Funding Agent
not less than ten (10) Business Days’ prior written notice (in the form of an Officers’
Certificate), or such lesser notice period agreed to by the Collateral Agent, of its intention so
to do, clearly describing such change and providing such other information in






	 	 	 
	 
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connection therewith
as the Collateral Agent or the Funding Agent may reasonably request and (B) it shall have taken all
action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of
the security interest of the Collateral Agent for the benefit of the Secured Parties in the
Collateral, if applicable. Each Loan Party agrees to promptly provide the Collateral Agent with
certified Organizational Documents reflecting any of the changes described in the preceding
sentence. The Loan Parties shall not permit more than $10 million in the aggregate of their
Inventory to be located at any location not listed on Schedule 3.24 (other than Inventory
in transit), as updated from time to time in any Perfection Certificate Supplement or Borrowing
Base Certificate. For the purposes of the Regulation, (i) no U.K. Loan Party shall change its
centre of main interest (as that term is used in Article 3(1) of the Regulation) from England and
Wales, (ii) nor shall any Irish Guarantor change its centre of main interest from Ireland, nor
shall any Irish Guarantor have an “establishment” (as that term is used in Article 2(h) of the
Regulation) in any other jurisdiction, (iii) nor shall nor shall any Swiss Loan Party change its centre of main interest from
Switzerland, nor shall any Swiss Loan Party have an “establishment” in any other jurisdiction, (iv)
nor shall German Seller change its centre of main interest from Germany.



SECTION 5.14 Affirmative Covenants with Respect to Leases. With respect to each Lease to which a
Loan Party is party as landlord or lessor, the respective Loan Party shall perform all the
obligations imposed upon the landlord under such Lease and enforce all of the tenant’s obligations
thereunder, except where the failure to so perform or enforce could not reasonably be expected to
result in a Property Material Adverse Effect.



SECTION 5.15 Secured Obligations. Timely pay and perform all of its Secured Obligations.



SECTION
5.16 Post-Closing Covenants. Execute and deliver the documents and complete the tasks and take
the other actions set forth on Schedule 5.16, in each case within the time limits specified
on such Schedule.




ARTICLE VI.




NEGATIVE COVENANTS




     Each Loan Party warrants, covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments have been terminated and the principal
of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan
Document have been paid in full and all Letters of Credit have been canceled or have expired or
been fully cash collateralized and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders (and such other Lenders whose consent may be required under Section
11.02) shall otherwise consent in writing, no Loan Party will, nor will they cause or permit
any Subsidiaries to:


SECTION 6.01 Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any
Indebtedness, except





	 	 	 
	 
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          (a) Indebtedness incurred under this Agreement and the other Loan Documents (including
obligations under Treasury Services Agreements with Secured Parties);



          (b) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b),
and Permitted Refinancings thereof, (ii) Indebtedness of Loan Parties under the Term Loan
Documents and Permitted Term Loan Facility Refinancings thereof, (iii) Indebtedness of Loan
Parties and other persons referenced on Schedule 6.01(b) under the Senior Note Documents,
and Indebtedness under Permitted Refinancings thereof, and (iv) the Subordinated Debt Loan and
Permitted Refinancings thereof;



          (c) Indebtedness of any Company under Hedging Agreements (including Contingent Obligations
with respect thereto); provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Agreements relate to payment obligations on Indebtedness
otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of
such Hedging Agreements at the time incurred does not exceed the principal amount of the
Indebtedness to which such Hedging Agreements relate;



          (d) Indebtedness permitted by Section 6.04(i);



          (e) Indebtedness of any Securitization Subsidiary under any Securitization Facility (i) that
is without recourse to any Company (other than such Securitization Subsidiary) or any of their
respective assets (other than pursuant to representations, warranties, covenants and indemnities
customary for such transactions), (ii) the payment of principal and interest in respect of which
is not guaranteed by any Company, (iii) in respect of which the governing documentation is in form
and substance reasonably satisfactory to the Funding Agent, and (iv) that is on customary terms
and conditions; provided that the aggregate outstanding principal amount of the
Indebtedness of all Securitization Subsidiaries under all Securitization Facilities at any time
outstanding shall not exceed $300 million less the aggregate amount of Indebtedness then
outstanding under Section 6.01(m) less the aggregate book value at the time of
determination of the then outstanding Accounts subject to a Permitted Factoring Facility at such
time;



          (f) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and
Permitted Refinancings thereof (other than refinancings funded with intercompany advances), in an
aggregate amount not to exceed $200 million at any time outstanding;



          (g) Sale and Leaseback Transactions permitted under Section 6.03;



          (h) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation
claims, self-insurance obligations, financing of insurance premiums, and bankers acceptances
issued for the account of any Company, in each case, incurred in the ordinary course of business
(including guarantees or obligations of any Company with respect to letters of credit supporting
such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations
and bankers acceptances) (in each case other than Indebtedness for borrowed money);




	 	 	 
	 
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          (i) Contingent Obligations (i) of any Loan Party in respect of Indebtedness otherwise
permitted to be incurred by such Loan Party and relating to Indebtedness of a Loan Party under
Section 6.01(f), (g), (h), (j), (l), (n) and
(r), (ii) of any Loan Party in respect of Indebtedness of Subsidiaries in an aggregate
amount not exceeding $75 million at any one time outstanding less all amounts paid with
regard to Contingent Obligations permitted pursuant to Section 6.04(a), and (iii) of any
Company that is not a Loan Party in respect of Indebtedness otherwise permitted to be incurred by
such Company under this Section 6.01;



          (j) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn
against insufficient funds in the ordinary course of business; provided that such
Indebtedness is extinguished within five (5) Business Days of incurrence;



          (k) Indebtedness arising in connection with endorsement of instruments for deposit in the
ordinary course of business;



          (l) Unsecured Indebtedness not otherwise permitted under this Section 6.01 in an
aggregate principal amount not to exceed $200 million at any time outstanding; provided
that not more than an aggregate amount of $100 million of such Indebtedness at any time
outstanding shall have a maturity or provide for scheduled amortization of principal prior to the
180th day following the Final Maturity Date;



          (m) Indebtedness consisting of working capital facilities, lines of credit or cash management
arrangements for Excluded Subsidiaries and Contingent Obligations of Excluded Subsidiaries in
respect thereof; provided that (i) the aggregate principal amount of such Indebtedness
incurred by NKL after the Closing Date shall not exceed $100 million at any time outstanding and
(ii) the aggregate principal amount of such Indebtedness incurred by all other Excluded
Subsidiaries after the Closing Date shall not exceed an aggregate of $100 million at any time
outstanding;



          (n) Indebtedness in respect of indemnification obligations or obligations in respect of
purchase price adjustments or similar obligations incurred or assumed by the Loan Parties and
their Subsidiaries in connection with an Asset Sale or sale of Equity Interests otherwise
permitted under this Agreement;



          (o) unsecured guaranties in the ordinary course of business of any person of the obligations
of suppliers, customers or licensees;



          (p) Indebtedness of NKL arising under letters of credit issued in the ordinary course of
business;



          (q) (i) Indebtedness of any person existing at the time such person is acquired in connection
with a Permitted Acquisition or any other Investment permitted under Section 6.04;
provided that such Indebtedness is not incurred in connection with or in contemplation of
such Permitted Acquisition or other Investment and is not secured by Accounts or Inventory of any
Company organized in a Principal Jurisdiction or the proceeds thereof, and at the time of such
Permitted Acquisition or other Investment, no Event of Default shall have occurred and be
continuing, and (ii) Permitted Refinancings of such Indebtedness in an aggregate amount, for




	 	 	 
	 
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all
such Indebtedness permitted under this clause (q) not to exceed $50 million at any time
outstanding;




          (r) Indebtedness in respect of treasury, depositary and cash management services or automated
clearinghouse transfer of funds (including the European Cash Pooling Arrangements and other pooled
account arrangements and netting arrangements) in the ordinary course of business, in each case,
arising under the terms of customary agreements with any bank (other than Treasury Services
Agreements with Secured Parties) at which such Subsidiary maintains an overdraft, pooled account
or other similar facility or arrangement; and



          (s) Permitted Holdings Indebtedness.


SECTION 6.02 Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property
now owned or hereafter acquired by it or on any income or revenues or rights in respect of any
thereof, except the following (collectively, the “Permitted Liens”):




          (a) (i) inchoate Liens for taxes, assessments or governmental charges or levies not yet due
and payable or delinquent and (ii) Liens for taxes, assessments or governmental charges or levies,
which are due and payable and are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided on the books of the
appropriate Company in accordance with GAAP;



          (b) Liens in respect of property of any Company imposed by Requirements of Law, which were
incurred in the ordinary course of business and do not secure Indebtedness for borrowed money,
such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s
and mechanics’ Liens and other similar Liens arising in the ordinary course of business, and (i)
which do not in the aggregate materially detract from the value of the property of the Companies,
taken as a whole, and do not materially impair the use thereof in the operation of the business of
the Companies, taken as a whole, and (ii) which, if they secure obligations that are then due and
unpaid for more than 30 days, are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided on the books of the
appropriate Company in accordance with GAAP;



          (c) any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) that
does not attach to the Accounts and Inventory of any Borrower or Borrowing Base Guarantor and any
Lien granted as a replacement, renewal or substitute therefor; provided that any such
replacement, renewal or substitute Lien (i) does not secure an aggregate amount of Indebtedness,
if any, greater than that secured on the Closing Date (including undrawn commitments thereunder in
effect on the Closing Date, accrued and unpaid interest thereon and fees and premiums payable in
connection with a Permitted Refinancing of the Indebtedness secured by such Lien) and (ii) does
not encumber any property other than the property subject thereto on the Closing Date (any such
Lien, an “Existing Lien”);



          (d) easements, rights-of-way, restrictions (including zoning restrictions), reservations
(including pursuant to any original grant of any Real Property from the applicable Governmental
Authority), covenants, licenses, encroachments, protrusions and other similar charges or
encumbrances, and minor title deficiencies or irregularities on or with respect to any




	 	 	 
	 
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Real
Property, in each case whether now or hereafter in existence, not (i) securing Indebtedness for
borrowed money or (ii) individually or in the aggregate materially interfering with the ordinary
conduct of the business of the Companies at such Real Property;




          (e) Liens arising out of judgments, attachments or awards not resulting in an Event of
Default that are being contested in good faith by appropriate proceedings diligently conducted and
for which adequate reserves have been provided on the books of the appropriate Company in
accordance with GAAP;



          (f) Liens (other than any Lien imposed by ERISA) (x) imposed by Requirements of Law or
deposits made in connection therewith in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of
tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds,
statutory bonds, bids, leases, government contracts, trade contracts, performance and return of
money bonds and other similar obligations (exclusive of obligations for the payment of borrowed
money) or (z) arising by virtue of deposits made in the ordinary course of business to secure
liability for premiums to insurance carriers; provided that (i) with respect to clauses
(x), (y) and (z) of this paragraph (f), such Liens are for amounts not yet due and payable or
delinquent or, to the extent such amounts are so due and payable, such amounts are being contested
in good faith by appropriate proceedings diligently conducted and for which adequate reserves have
been established on the books of the appropriate Company in accordance with GAAP, and (ii) to the
extent such Liens are not imposed by Requirements of Law, such Liens shall in no event encumber
any property other than cash and Cash Equivalents and, with respect to clause (y), property
relating to the performance of obligations secured by such bonds or instruments;



          (g) Leases, subleases or licenses of the properties of any Company (other than Accounts and
Inventory) granted to other persons which do not, individually or in the aggregate, interfere in
any material respect with the ordinary conduct of the business of any Company;



          (h) Liens arising out of conditional sale, hire purchase, title retention, consignment or
similar arrangements for the sale of goods entered into by any Company in the ordinary course of
business and which do not attach to Accounts or Inventory that is included in the calculation of
the Borrowing Base, except to the extent explicitly permitted by the definition of “Eligible
Accounts” or “Eligible Inventory,” as applicable;



          (i) Liens securing Indebtedness incurred pursuant to Section 6.01(f) or Section
6.01(g); provided that any such Liens do not attach to Accounts or Inventory and
attach only to the property being financed pursuant to such Indebtedness and any proceeds of such
property and do not encumber any other property of any Company;



          (j) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to
cash and Cash Equivalents on deposit in one or more accounts maintained by any Company, in each
case granted in the ordinary course of business in favor of the bank or banks with which such
accounts are maintained, securing amounts owing to such bank with respect to treasury, depositary
and cash management services or automated clearinghouse transfer of




	 	 	 
	 
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funds (including pooled
account arrangements and netting arrangements); provided that, unless such Liens are
non-consensual and arise by operation of law, in no case shall any such Liens secure (either
directly or indirectly) the repayment of any other Indebtedness;




          (k) Liens granted (i) pursuant to the Loan Documents to secure the Secured Obligations or
(ii) pursuant to the Term Loan Documents to secure the “Secured Obligations” (as defined in the
Term Loan Credit Agreement) and any Permitted Term Loan Facility Refinancings thereof;



          (l) licenses of Intellectual Property granted by any Company in the ordinary course of
business and not interfering in any material respect with the ordinary conduct of business of the
Companies;



          (m) the filing of UCC or PPSA financing statements (or the equivalent in other jurisdictions)
solely as a precautionary measure in connection with operating leases or consignment of goods;



          (n) Liens on property of Excluded Subsidiaries securing Indebtedness of Excluded Subsidiaries
permitted by Section 6.01(m) and (p);



          (o) Liens securing the refinancing of any Indebtedness secured by any Lien permitted by
clauses (c), (i) or (r) of this Section 6.02 or this clause (o) without any change in the
assets subject to such Lien and to the extent such refinanced Indebtedness is permitted by
Section 6.01;



          (p) to the extent constituting a Lien, the existence of the “equal and ratable” clause in the
Senior Note Documents (and any Permitted Refinancings thereof) (but not any security interests
granted pursuant thereto);



          (q) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the ordinary course of
business;



          (r) Liens on assets acquired in a Permitted Acquisition or on property of a person (in each
case, other than Accounts or Inventory owned by a Company organized or doing business in a
Principal Jurisdiction) existing at the time such person is acquired or merged with or into or
amalgamated or consolidated with any Company to the extent permitted hereunder or such assets are
acquired (and not created in anticipation or contemplation thereof); provided that (i)
such Liens do not extend to property not subject to such Liens at the time of acquisition (other
than improvements thereon and proceeds thereof) and are no more favorable to the lienholders than
such existing Lien and (ii) the aggregate principal amount of Indebtedness secured by such Liens
does not exceed $50 million at any time outstanding;



          (s) any encumbrance or restriction (including put and call agreements) solely in respect of
the Equity Interests of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party,
contained in such Joint Venture’s or Joint Venture Subsidiary’s Organizational Documents or the
joint venture agreement or stockholders agreement in respect of such Joint Venture or Joint
Venture Subsidiary;




	 	 	 
	 
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          (t) Liens granted in connection with Indebtedness permitted under Section 6.01(e)
that are limited in each case to the Securitization Assets transferred or assigned pursuant to the
related Securitization Facility;



          (u) Liens (which, if the same apply to any Collateral, are junior to the Liens on the
Collateral securing the Secured Obligations) not otherwise permitted by clauses (a) through (t) of
this Section 6.02 to the extent attaching to properties and assets not constituting
Revolving Credit Priority Collateral (as defined in the Intercreditor Agreement) and with an
aggregate fair market value not in excess of, and securing liabilities not in excess of, $25
million at any time outstanding;



          (v) To the extent constituting Liens, rights under purchase and sale agreements with respect
to Equity Interests permitted to be sold in Asset Sales permitted under Section 6.06;



          (w) Liens securing obligations owing to the Loan Parties so long as such obligations and
Liens, where owing by or on assets of Loan Parties, are subordinated to the Secured Obligations
and to the Secured Parties’ Liens on the Collateral in a manner satisfactory to the Funding Agent;
and



          (x) Liens created, arising or securing obligations under the Receivables Purchase Agreement.


provided, however, that notwithstanding any of the foregoing, no consensual Liens
(other than Liens permitted under clauses (s) and (v) above, in the case of Securities Collateral,
and clause (h) above (to the extent permitted thereby), in the case of Accounts or Inventory) shall
be permitted to exist, directly or indirectly, on any Securities Collateral or any Accounts or
Inventory of any Borrower, Borrowing Base Guarantor or other Company organized or conducting
business in, or having assets located in, a Principal Jurisdiction, other than Liens granted
pursuant to the Security Documents or the Term Loan Security Documents.



SECTION 6.03 Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly,
with any person whereby it shall sell or transfer any property, real or personal, used or useful in
its business, whether now owned or hereafter acquired, and thereafter rent or lease such property
or other property which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred (a “Sale and Leaseback Transaction”) unless (i) the sale of such
property is permitted by Section 6.06, (ii) any Liens arising in connection with its use of
such property are permitted by Section 6.02 and (iii) after giving effect to such Sale and
Leaseback Transaction, (A) in the case of NKL, the aggregate fair market value of all properties
covered by Sale and Leaseback Transactions entered into by NKL would not exceed $200 million and
(B) in the case of Holdings or any other Subsidiary of Holdings, the aggregate fair market value of
all properties covered by Sale and Leaseback Transactions entered into by all such persons would
not exceed $100 million.



SECTION 6.04 Investments, Loan and Advances. Directly or indirectly, lend money or credit (by way
of guarantee or otherwise) or make advances to, any person, or purchase or acquire any stock,
bonds, notes, debentures or other obligations or securities of, or any other ownership interest in,
or make any capital contribution to, any other person, or purchase or





	 	 	 
	
 

	 	
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otherwise acquire (in one
transaction or a series of transactions) all or substantially all of the property and assets or
business of any other person or assets constituting a business unit, line of business or division
of any other person, or purchase or own a futures contract or otherwise become liable for the
purchase or sale of currency or other commodities at a future date in the nature of a futures
contract (all of the foregoing, collectively, “Investments”; it being understood that the amount of
any Investment shall be the amount actually invested, without adjustment for subsequent increases
or decreases in the value of such Investment and when determining the amount of an Investment that
remains outstanding, the last paragraph of this Section 6.04 shall apply), except that the
following shall be permitted:




          (a) Investments consisting of unsecured guaranties of, or other unsecured Contingent
Obligations with respect to, operating payments not constituting Indebtedness for borrowed money
incurred by Subsidiaries that are not Loan Parties, in the ordinary course of business, that, to
the extent paid, shall not exceed an aggregate amount equal to $75 million less the amount
of Contingent Obligations by Loan Parties in respect of Companies that are not Loan Parties
permitted pursuant to Section 6.01(i)(ii);



          (b) Investments outstanding on the Closing Date and identified on Schedule 6.04(b);



          (c) the Companies may (i) acquire and hold accounts receivable owing to any of them if
created or acquired in the ordinary course of business or in connection with a Permitted
Acquisition, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable
instruments held for collection in the ordinary course of business or (iv) make lease, utility and
other similar deposits in the ordinary course of business;



          (d) Investments in Securitization Subsidiaries in connection with Securitization Facilities
permitted by Section 6.01(e);



          (e) the Loan Parties and their Subsidiaries may make loans and advances (including payroll,
travel and entertainment related advances) in the ordinary course of business to their respective
employees (other than any loans or advances to any director or executive officer (or equivalent
thereof) that would be in violation of Section 402 of the Sarbanes-Oxley Act) so long as the
aggregate principal amount thereof at any time outstanding (determined without regard to any
write-downs or write-offs of such loans and advances) shall not exceed (when aggregated with loans
and advances outstanding pursuant to clause (h) below) $15 million;



          (f) any Company may enter into Hedging Agreements to the extent permitted by Section
6.01(c);



          (g) Investments made by any Company as a result of consideration received in connection with
an Asset Sale made in compliance with Section 6.06;



          (h) loans and advances to directors, employees and officers of the Loan Parties and their
Subsidiaries for bona fide business purposes, in aggregate amount not to exceed (when aggregated
with loans and advances outstanding pursuant to clause (e) above) $15 million at any time
outstanding; provided that no loans in violation of Section 402 of the Sarbanes-Oxley Act
shall be permitted hereunder;




	 	 	 
	
 

	 	
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          (i) Investments (i) by any Company in any other Company outstanding on the Closing Date and
Investments made on or about the Closing Date in connection with the Receivables Purchase
Agreement, (ii) by any Company in any Unrestricted Grantor, (iii) by any Restricted Grantor in any
other Restricted Grantor, (iv) by an Unrestricted Grantor in any Restricted Grantor up to an
aggregate amount made after the Closing Date of $50 million in the aggregate at any one time
outstanding, and (v) by any Company that is not a Loan Party in any other Company; provided that
any such Investment in the form of a loan or advance to any Loan Party shall be subordinated to
the Secured Obligations on terms reasonably satisfactory to the Funding Agent and, in the case of
a loan or advance by a Loan Party, evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security
Documents;



          (j) Investments in securities or other obligations received upon foreclosure or pursuant to
any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency
of trade creditors or customers or in connection with the settlement of delinquent accounts in the
ordinary course of business, and Investments received in good faith in settlement of disputes or
litigation;



          (k) Investments in Joint Ventures in which the Loan Parties hold at least 50% of the
outstanding Equity Interests or Joint Venture Subsidiaries made with the Net Cash Proceeds of
Asset Sales made in accordance with Section 6.06(k);



          (l) Investments in Norf GmbH for purposes of making Capital Expenditures in an aggregate
amount not to exceed $10 million during any Fiscal Year;



          (m) Permitted Acquisitions; provided that the Lien on and security interest in such
Investment granted or to be granted in favor of the Collateral Agent under the Security Documents
shall be maintained or created in accordance with the provisions of Section 5.11 or
Section 5.12, as applicable;



          (n) so long as the Availability Conditions are satisfied, Investments not otherwise permitted
hereby, including other Investments in any Subsidiary of any Loan Party; provided,
however, that any Investment in the form of a loan or advance to any Loan Party shall be
subordinated to the Secured Obligations on terms reasonably satisfactory to the Funding Agent and,
in the case of a loan or advance by a Loan Party, evidenced by an Intercompany Note and, pledged
by such Loan Party as Collateral pursuant to the Security Documents;



          (o) Mergers, amalgamations and consolidations in compliance with Section 6.05;
provided that the Lien on and security interest in such Investment granted or to be
granted in favor of the Collateral Agent under the Security Documents shall be maintained or
created in accordance with the provisions of Section 5.11 or Section 5.12, as
applicable;



          (p) Investments in respect of European Cash Pooling Arrangements, subject to the limitations
set forth in Section 6.07;



          (q) Investments consisting of guarantees of Indebtedness referred to in clauses (i) (to the
extent such guarantee is in effect on the Closing Date or permitted as part of a Permitted




	 	 	 
	
 

	 	
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Refinancing), (ii) and (iii) of Section 6.01(b) and Contingent Obligations permitted by
Section 6.01(i); and




          (r) other Investments in an aggregate amount not to exceed $50 million at any time
outstanding; provided that any such Investment in the form of a loan or advance to any
Loan Party shall be subordinated to the Secured Obligations on terms reasonably satisfactory to
the Administrative Agent and, in the case of a loan or advance by a Loan Party, evidenced by an
Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents.


An Investment shall be deemed to be outstanding to the extent not returned in the same form as the
original Investment to any Company. The outstanding amount of an Investment shall, in the case of
a Contingent Obligation that has been terminated, be reduced to the extent no payment is or was
made with respect to such Contingent Obligation upon or prior to the termination of such Contingent
Obligation; and the outstanding amount of other Investments shall be reduced by the amount of cash
or Cash Equivalents received with respect to such Investment upon the sale or disposition thereof,
or constituting a return of capital with respect thereto or, repayment of the principal amount
thereof, in the case of a loan or advance. No property acquired by any Borrower or Borrowing Base
Guarantor in connection with any Investment permitted under this Section 6.04 shall be
permitted to be included in the Borrowing Base until the Collateral Agent has received and
approved, in its Permitted Discretion, (A) a collateral audit with respect to such property,
conducted by an independent appraisal firm reasonably acceptable to Collateral Agent, (B) all UCC
or other search results necessary to confirm the Collateral Agent’s Lien on all of such property of
such Borrowing Base Guarantor, which Lien is a First Priority Lien with regard to any Revolving
Credit Priority Collateral, and (C) such customary certificates (including a solvency certificate),
resolutions, financial statements, legal opinions, and other documentation as the Funding Agent may
reasonably request (including as required by Sections 5.11 and 5.12).



SECTION 6.05 Mergers, Amalgamations and Consolidations. Wind up, liquidate or dissolve its affairs
or enter into any transaction of merger, amalgamation or consolidation (or agree to do any of the
foregoing at any future time), except that the following shall be permitted:




          (a) Asset Sales in compliance with Section 6.06;



          (b) Permitted Acquisitions in compliance with Section 6.04;



          (c) (i) any Company may merge, amalgamate or consolidate with or into any Unrestricted
Grantor (provided that (A) in the case of any merger, amalgamation or consolidation
involving a Borrower, a Borrower is the surviving or resulting person, and in any other case, an
Unrestricted Grantor is the surviving or resulting person, (B) no Borrower (other than a U.S.
Borrower, so long as there always exists at least one U.S. Borrower) shall merge, amalgamate or
consolidate with or into any other Borrower), (C) in the case of any merger, amalgamation or
consolidation involving Canadian Borrower, the surviving or resulting Borrower is organized under
the laws of Canada or the United States (or any state thereof or the District of Columbia) and (D)
in the case of any merger or consolidation involving a U.S. Borrower, the surviving Borrower is
organized under the laws of the United States (or any state thereof or the District of Columbia),
(ii) any Restricted Grantor may merge, amalgamate or




	 	 	 
	
 

	 	
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consolidate with or into any other Restricted
Grantor organized under the laws of the same country (or any jurisdiction within such same
country) (provided that (A) in the case of any merger,
amalgamation or consolidation
involving a Borrower, a Borrower is the surviving or resulting person, and in any other case, a
Subsidiary Guarantor is the surviving or resulting person and (B) except as expressly provided in
clause (i) above with respect to U.S. Borrowers, no Borrower shall merge, amalgamate or
consolidate with or into any other Borrower) and (iii) any Company that is not a Loan Party may
merge, amalgamate or consolidate with or into any Restricted Grantor (provided that a
Borrower is the surviving or resulting person in the case of any merger, amalgamation or consolidation involving a Borrower, and in any other case, a
Subsidiary Guarantor is the surviving or resulting person); provided that, in the case of
each of the foregoing clauses (i) through (iii), (1) the surviving or resulting person is a Wholly
Owned Subsidiary of Holdings, (2) the Lien on and security interest in such property granted or to
be granted in favor of the Collateral Agent under the Security Documents shall be maintained in
full force and effect and perfected and enforceable (to at least the same extent as in effect
immediately prior to such transfer) or created in accordance with the provisions of Section
5.11 or Section 5.12, as applicable and (3) no Default is then continuing or would
result therefrom; provided that in the case of any amalgamation or consolidation involving
a Loan Party, at the request of the Funding Agent, such Loan Party and each other Loan Party shall
confirm its respective Secured Obligations and Liens under the Loan Documents in a manner
reasonably satisfactory to the Funding Agent;




          (d) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into
any other Subsidiary that is not a Loan Party;



          (e) Holdings and the Canadian Borrower may consummate the Permitted Holdings Amalgamation;



          (f) any Subsidiary (other than any Borrower or Borrowing Base Guarantor) may dissolve,
liquidate or wind up its affairs at any time; provided that such dissolution, liquidation
or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect;
and



          (g) any Unrestricted Grantor (other than a Borrower) may dissolve, liquidate or wind-up its
affairs (collectively, “Wind-Up”), so long as all of its assets are distributed or otherwise
transferred to an Unrestricted Grantor organized under the laws of the same jurisdiction as the
Unrestricted Grantor Winding-Up its affairs; provided any Borrowing Base Guarantor may only
Wind-Up into a Borrower organized under the laws of the same jurisdiction as such Borrowing Base
Guarantor; and any Restricted Grantor (other than a Borrower) may Wind-Up so long as all of its
assets are distributed or otherwise transferred to a Restricted Grantor or an Unrestricted Grantor
organized under the laws of the same jurisdiction as the Restricted Grantor Winding-Up its
affairs; provided any Borrowing Base Guarantor may only Wind-Up into a Borrower organized under
the laws of the same jurisdiction as such Borrowing Base Guarantor; provided that (1) the
Lien on and security interest in such property granted or to be granted in favor of the Collateral
Agent under the Security Documents shall be maintained in full force and effect and perfected and
enforceable (to at least the same extent as in effect immediately prior to such transfer) or
created in accordance with the provisions of




	 	 	 
	
 

	 	
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Section 5.11 or Section 5.12, as
applicable and (2) no Default is then continuing or would result therefrom.




     To the extent the Required Lenders or such other number of Lenders whose consent is required
under Section 11.02, as applicable, waive the provisions of this Section 6.05 with
respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section
6.05, and so long as the Lien of the Term Loan Administrative Agent or the Term Loan Collateral
Agent pursuant to the Term Loan Documents in such Collateral is also released, such Collateral
(unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security
Documents, and so long as Borrowers shall have provided the Agents with such certifications or
documents as any Agent shall reasonably request in order to demonstrate compliance with this
Section 6.05, and the Agents shall take all actions as the Administrative Borrower
reasonably requests in order to effect the foregoing.


SECTION 6.06 Asset Sales. Effect any Asset Sale, or agree to effect any Asset Sale, except that
the following shall be permitted:




     (a) disposition of used, worn out, obsolete or surplus property by any Company in the
ordinary course of business and the abandonment or other disposition of Intellectual Property that
is, in the reasonable judgment of Borrowers, no longer economically practicable to maintain or
useful in the conduct of the business of the Companies taken as a whole;



     (b) so long as no Default is then continuing or would result therefrom, any other Asset Sale
(other than the Equity Interests of any Wholly Owned Subsidiary unless all of the Equity Interests
of such Subsidiary then owned by any of the Companies are sold to the purchaser thereof in a sale
permitted by this clause (b)) for fair market value, with at least 80% of the consideration
received for all such Asset Sales payable in cash upon such sale; provided,
however, that with respect to any such Asset Sale pursuant to this clause (b), the
aggregate consideration received during any fiscal year for all such Asset Sales shall not exceed
$150 million;



     (c) leases, subleases or licenses of the properties of any Company in the ordinary course of
business and which do not, individually or in the aggregate, interfere in any material respect
with the ordinary conduct of the business of any Company;



     (d) mergers and consolidations, and liquidations and dissolutions in compliance with
Section 6.05;



     (e) sales, transfers and other dispositions of Accounts for the fair market value thereof in
connection with a Permitted Factoring Facility so long as at any time of determination the
aggregate book value of the then outstanding Accounts subject to a Permitted Factoring Facility
does not exceed an amount equal to $300 million less the amount of Indebtedness under all
outstanding Securitization Facilities at such time less the amount of Indebtedness
outstanding under Section 6.01(m) at such time;



     (f) the sale or disposition of cash and Cash Equivalents in connection with a transaction
otherwise permitted under the terms of this Agreement;




	 	 	 
	
 

	 	
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     (g) assignments and licenses of intellectual property of any Loan Party and its Subsidiaries
in the ordinary course of business and which do not, individually or in the aggregate, interfere
in any material respect with the ordinary conduct of the business of any Company;



     (h) Asset Sales (other than the Equity Interests of any Subsidiary unless all of the Equity
Interests of such Subsidiary then owned by any of the Companies are sold to the purchaser thereof in a sale permitted by this clause (h)) (i) by and among Unrestricted
Grantors (other than Holdings), (ii) by and among Restricted Grantors organized under the laws of
the same country (or jurisdictions within such same country), (iii) by Restricted Grantors to
Unrestricted Grantors so long as the consideration paid by Unrestricted Grantors in each such
Asset Sale does not exceed fair market value for such Asset Sale, (iv) by Unrestricted Grantors to
Restricted Grantors of property for fair market value, and for aggregate consideration, not in
excess of $25 million for all such Asset Sales following the Closing Date, (v) by Companies that
are not Loan Parties to Loan Parties so long as the consideration paid by Loan Parties in each
such Asset Sale does not exceed (1) the fair market value for such Asset Sale and (2) $25 million
for all such Asset Sales following the Closing Date; and (vi) by and among Companies that are not
Loan Parties, provided that (A) in the case of any transfer from one Loan Party to another
Loan Party, any security interests granted to the Collateral Agent for the benefit of any Secured
Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain
in full force and effect and perfected and enforceable (to at least the same extent as in effect
immediately prior to such transfer) or (2) be replaced by security interests granted to the
relevant Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant
Security Documents, which new security interests shall be in full force and effect and perfected
and enforceable (to at least the same extent as in effect immediately prior to such transfer) and
(B) no Default is then continuing or would result therefrom;



     (i) the Companies may consummate Asset Swaps (other than Asset Swaps constituting all or
substantially all of the asset of a Company), so long as (x) each such sale is in an arm’s-length
transaction and the applicable Company receives at least fair market value consideration (as
determined in good faith by such Company), (y) the Collateral Agent shall have a First Priority
perfected Lien on the assets acquired pursuant to such Asset Swap at least to the same extent as
the assets sold pursuant to such Asset Swap (immediately prior to giving effect thereto) and (z)
the aggregate fair market value of all assets sold pursuant to this clause (i) shall not exceed
$25 million in the aggregate since the Closing Date; provided that so long as the assets
acquired by any Company pursuant to the respective Asset Swap are located in the same country as
the assets sold by such Company, such $25 million aggregate cap will not apply to such Asset Swap;



     (j) sales, transfers and other dispositions of Receivables and Related Security to a
Securitization Subsidiary for the fair market value thereof and all sales, transfers or other
dispositions of Securitization Assets by a Securitization Subsidiary under, and pursuant to, a
related Securitization Facility permitted under Section 6.01(e);



     (k) so long as no Default is then continuing or would result therefrom, the arm’s-length sale
or disposition for cash of Equity Interests in a Joint Venture Subsidiary for fair market value or
the issuance of Equity Interests in a Joint Venture Subsidiary; provided,




	 	 	 
	
 

	 	
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however,
that the aggregate fair market value of all such Equity Interests sold or otherwise disposed of
pursuant to this clause (k) following the Closing Date shall not exceed $300 million; and




     (l) issuances of Equity Interests permitted under Section 6.13(b)(i), (ii),
(iii), (iv) and (vi).



     To the extent the Required Lenders or such other number of Lenders whose consent is required
under Section 11.02, as applicable, waive the provisions of this Section 6.06 with
respect to the sale of any Collateral or any Collateral is sold as permitted by this Section
6.06, and so long as the Lien of the Term Loan Administrative Agent or the Term Loan Collateral
Agent (or any other Term Loan Agents) pursuant to the Term Loan Documents in such Collateral is
also released, such Collateral (unless sold to a Loan Party) shall be sold free and clear of the
Liens created by the Security Documents, and so long as the Loan Parties shall have provided the
Agents such certificates or documents as any Agent shall reasonably request in order to demonstrate
compliance with this Section 6.06, the Agents shall take all actions as the Administrative
Borrower reasonably requests in order to effect the foregoing.


SECTION 6.07 European Cash Pooling Arrangements.




     Amend, vary or waive any term of the European Cash Pooling Arrangements without express
written consent of the Funding Agent, or enter into any new pooled account or netting agreement
with any Affiliate without express written consent of the Funding Agent. Permit the aggregate
amount owed pursuant to the European Cash Pooling Arrangements by all Companies who are not Loan
Parties minus the aggregate amount on deposit pursuant to the European Cash Pooling
Arrangements from such Persons to exceed $30 million.


SECTION 6.08 Dividends. Authorize, declare or pay, directly or indirectly, any Dividends with
respect to any Company, except that the following shall be permitted:




     (a) (i) Dividends by any Company to any Loan Party that is a Wholly Owned Subsidiary of
Holdings, (ii) Dividends by Holdings payable solely in Qualified Capital Stock and (iii) Dividends
by Holdings payable with the proceeds of Permitted Holdings Indebtedness;



     (b) (i) Dividends by any Company that is not a Loan Party to any other Company that is not a
Loan Party but is a Wholly Owned Subsidiary of Holdings and (ii) cash Dividends by any Company
that is not a Loan Party to the holders of its Equity Interests on a pro rata basis;



     (c) (A) to the extent actually used by Holdings to pay such franchise taxes, costs and
expenses, payments by Borrowers to or on behalf of Holdings in an amount sufficient to pay
franchise taxes and other fees solely required to maintain the legal existence of Holdings and (B)
payments by Borrowers to or on behalf of Holdings in an amount sufficient to pay out-of-pocket
legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary
course of business of Holdings, in the case of clauses (A) and (B) in an aggregate amount not to
exceed $5 million in any fiscal year;




	 	 	 
	
 

	 	
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     (d) beginning with the fiscal year of Canadian Borrower commencing in 2009, Canadian Borrower
may pay cash Dividends to Holdings the proceeds of which may be utilized by Holdings to pay cash
Dividends to the holders of its Equity Interests (or to repay Subordinated Debt Loans) in an
amount declared and paid in any fiscal year of Canadian Borrower not to exceed 50% of Consolidated
Net Income for the previous fiscal year of Canadian Borrower (beginning with the first complete fiscal year commencing after the Closing
Date) (such amount for any such fiscal year, determined after giving effect to clause (ii), the
“CNI Basket”) less the aggregate amount of any repayments or redemptions of Indebtedness
under the Senior Note Documents (or any Permitted Refinancings of any of such Indebtedness) made
out of the CNI Basket for such fiscal year pursuant to clause (z) of Section 6.11(a);
provided that (i) the Dividends described in this clause (d) shall not be permitted if
either (A) the Availability Condition is not satisfied or (B) a Default is continuing at the date
of declaration or payment thereof or would result therefrom and (ii) Consolidated Net Income shall
be calculated for purposes of this clause (d) and for purposes of Section 6.11 without
giving effect to non-cash after-tax gains and losses resulting from the mark-to-market of any
Hedging Agreement in accordance with the Statement of Financial Accounting Standards No. 133 or
non-cash after-tax gains or losses relating to any balance sheet translation in accordance with
the Statement of Financial Accounting Standards No. 52 and, in either case, assuming an applicable
tax rate equal to 35%; and



     (e) to the extent constituting a Dividend, payments permitted by Section 6.09(d) that
do not relate to Equity Interests.


SECTION 6.09 Transactions with Affiliates. Enter into, directly or indirectly, any transaction or
series of related transactions, whether or not in the ordinary course of business, with or for the
benefit of any Affiliate of any Company (other than between or among Loan Parties), other than on
terms and conditions at least as favorable to such Company as would reasonably be obtained by such
Company at that time in a comparable arm’s-length transaction with a person other than an
Affiliate, except that the following shall be permitted:




     (a) Dividends permitted by Section 6.08;



     (b) Investments permitted by Section 6.04(d), (e), (h), (i)
or (l);



     (c) mergers, amalgamations and consolidations permitted by Section 6.05(c),
(d), (e), (f) or (g) Asset Sales permitted by Section
6.06(h) and issuances of Equity Interests by Holdings or among Loan Parties in each case to
the extent permitted by Section 6.13(b);



     (d) reasonable and customary director, officer and employee compensation (including bonuses)
and other benefits (including retirement, health, stock option and other benefit plans) and
indemnification arrangements, in each case approved by the Board of Directors of the Canadian
Borrower;



     (e) transactions with customers, clients, suppliers, joint venture partners or purchasers or
sellers of goods and services, in each case in the ordinary course of business and otherwise not
prohibited by the Loan Documents;




	 	 	 
	
 

	 	
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     (f) the existence of, and the performance by any Company of its obligations under the terms
of, any limited liability company, limited partnership or other Organizational Document or
securityholders agreement (including any registration rights agreement or purchase agreement
related thereto) to which it is a party on the Closing Date and which has been disclosed in writing to the Funding Agent as in effect on the Closing Date, and similar
agreements that it may enter into thereafter, to the extent not more adverse to the interests of
the Lenders in any material respect, when taken as a whole, than any of such documents and
agreements as in effect on the Closing Date;



     (g) the Transactions as contemplated by the Transaction Documents;



     (h) Securitization Facilities permitted under Section 6.01(e) and transactions in
connection therewith on a basis no less favorable to the applicable Company as would be obtained
in a comparable arm’s length transaction with a person not an Affiliate thereof;



     (i) cash management netting and pooled account arrangements permitted under Section
6.01(r);



     (j) transactions between or among any Companies that are not Loan Parties;



     (k) transactions between Loan Parties and Companies that are not Loan Parties that are at
least as favorable to each such Loan Party as would reasonably be obtained by such Loan Party in a
comparable arm’s-length transaction with a person other than an Affiliate; and



     (l) transactions contemplated by the Receivables Purchase Agreement;


provided that notwithstanding any of the foregoing or any other provision of this
Agreement, all intercompany loans, advances or other extensions of credit made to or by Companies
organized in Switzerland shall be on fair market terms.



SECTION 6.10 Minimum Consolidated Fixed Charge Coverage Ratio. At any time after the occurrence of
a Covenant Trigger Event and prior to the subsequent occurrence of a Covenant Recovery Event,
permit the Consolidated Fixed Charge Coverage Ratio, for the most recent Test Period ending upon or
immediately prior to such Covenant Trigger Event for which financial statements have been delivered
under Section 5.01(a) or (b) (or if a Default has occurred under Section
5.01(a) or (b), are required to have been delivered under Section 5.01(a) or
(b)), and any Test Period ending thereafter and prior to the subsequent occurrence of a
Covenant Recovery Event, to be less than 1.0 to 1.0.



SECTION 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other
Documents, etc.Directly or indirectly:




     (a) (i) Unless the Availability Condition is satisfied, make any voluntary or optional
payment of principal on or prepayment on or redemption or acquisition for value of, or complete
any mandatory prepayment, redemption or purchase offer in respect of, or otherwise voluntarily or
optionally defease or segregate funds with respect to, any Indebtedness under the Senior Note
Documents or any Subordinated Indebtedness (including the Subordinated Debt Loan and any
Additional Subordinated Debt Loan but excluding any Subordinated




	 	 	 
	
 

	 	
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Indebtedness wholly among Loan
Parties) (or any Permitted Refinancings of any of such Indebtedness), except (w) the Subordinated Debt Loan may be repaid with the proceeds of
Permitted Holdings Indebtedness, (x) with the proceeds of a Permitted Refinancing of such
Indebtedness or the proceeds of additional Term Loans and (y) redemptions of the Senior Notes
required under the terms of Senior Note Documents pursuant to Section 4.17 of the Senior Note
Agreement (as in effect on the Closing Date) as a result of the Hindalco Acquisition;
provided that notwithstanding the foregoing, regardless of whether the Availability
Condition is satisfied, no redemption or repayment of Indebtedness under the Senior Note Documents
(or Permitted Refinancing (other than a refinancing with additional Term Loans) of any such
Indebtedness (other than as provided in clause (x) and (y) above) will be permitted until the end
of the first complete fiscal year commencing after the Closing Date, and following such fiscal
year, beginning in 2009, repayments or redemptions of Indebtedness under the Senior Notes
Documents (or any Permitted Refinancing (other than a refinancing with additional Term Loans) of
any of such Indebtedness) in an aggregate amount not to exceed the CNI Basket for the previous
fiscal year of Canadian Borrower (beginning with the first complete fiscal year commencing after
the Closing Date) less the aggregate amount of any cash Dividends paid out of the CNI Basket for
such fiscal year pursuant to Section 6.08(d) will be permitted, so long as (x) no Default
has occurred and is continuing at the time thereof and (y) the Availability Condition is satisfied
at the time thereof;




          (ii) make any payment on or with respect to any Subordinated Indebtedness wholly among Loan
Parties in violation of the subordination provisions thereof; or



          (iii) make any payment (whether, voluntary, mandatory, scheduled or otherwise) on or with
respect to any Subordinated Indebtedness (including payments of principal and interest thereon, but
excluding the discharge by Novelis AG (as consideration for the purchase of receivables under the
Receivables Purchase Agreement) of loans or advances made by Novelis AG to German Seller) if an
Event of Default is continuing or would result therefrom;



     (b) with respect to any Term Loans under the Term Loan Documents (or any Permitted Term Loan
Facility Refinancings of any of such Indebtedness):



          (i) Unless the Availability Condition is satisfied, make any voluntary or optional payment of
principal on or voluntary prepayment on or voluntary acquisition for value of Indebtedness under
the Term Loan Documents (except pursuant to a Permitted Term Loan Facility Refinancing); and



          (ii) Unless Excess Availability is at least $90 million after giving effect to the applicable
prepayment and all Credit Extensions on such date, make any otherwise mandatory prepayment,
redemption or purchase offer under the Term Loan Documents as a result of any (A) change of
control, or (B) debt or equity issuance;



     (c) amend or modify, or permit the amendment or modification of, any provision of any
document governing any Material Indebtedness (other than Indebtedness under the Loan Documents or
Term Loan Documents (or any Permitted Term Loan Facility Refinancings thereof) and Indebtedness of
NKL permitted under Section 6.01(m) or listed on Schedule 6.01)




	 	 	 
	
 

	 	
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in any manner
that, taken as a whole, is adverse in any material respect to the interests of the Lenders;




     (d) amend or modify, or permit the amendment or modification of, any provision of any
document governing any Indebtedness under the Term Loan Documents (or any Permitted Term Loan
Facility Refinancings thereof) if such amendment or modification would (i) cause the aggregate
principal amount (or accreted value, if applicable) of all such Indebtedness, after giving effect
to such amendment or modification, to at any time exceed the Maximum Term Loan Facility Amount
plus an amount equal to unpaid accrued interest, premium and make-whole amount, if any, on
the Indebtedness being so amended or modified plus other reasonable amounts paid, and fees
and expenses reasonably incurred, in connection with such amendment or modification, (ii) cause
the “Applicable Margin” or similar component of the interest rate or yield provisions applicable
to such Indebtedness, after giving effect to such amendment or modification, to be increased from
the “Applicable Margin” set forth in the Term Loan Documents as of the Closing Date by more than
3% per annum (excluding increases resulting from the accrual of interest at the default rate
specified in the Term Loan Credit Agreement), (iii) cause such Indebtedness to have a final
maturity date earlier than the final maturity date of, or have a Weighted Average Life to Maturity
shorter than the Weighted Average Life to Maturity of, such Indebtedness immediately prior to such
amendment or modification (excluding the effects of nominal amortization in the amount of no
greater than one percent per annum and prepayments of Indebtedness), (iv) result in the persons
that are (or are required to be) obligors under such Indebtedness to be different from the persons
that are (or are required to be) obligors under such Indebtedness being so amended or modified
(unless such persons required to be obligors under such Indebtedness are or are required to be or
become obligors under the Loan Documents) or (v) remove (or otherwise amend in a manner materially
adverse to the Lenders) any provision thereof that requires, as a condition to the requirement to
make a prepayment of principal thereunder, satisfaction of the Availability Conditions hereunder;
and provided that prior to the effectiveness of such amendment or modification, a
Responsible Officer of the Administrative Borrower shall have delivered an Officers’ Certificate
to the Funding Agent (together with a reasonably detailed description of the material terms and
conditions of such amendment or modification or drafts of the documentation relating thereto)
certifying that the Administrative Borrower has determined in good faith that such terms and
conditions satisfy the foregoing requirements;



     (e) terminate, amend or modify any of its Organizational Documents (including (x) by the
filing or modification of any certificate of designation and (y) any election to treat any Pledged
Securities (as defined in the Security Agreement) as a “security” under Section 8-103 of the UCC
other than concurrently with the delivery of certificates representing such Pledged Securities to
the Collateral Agent) or any agreement to which it is a party with respect to its Equity Interests
(including any stockholders’ agreement), or enter into any new agreement with respect to its
Equity Interests, other than any such amendments or modifications or such new agreements which are
not adverse in any material respect to the interests of the Lenders;



     (f) amend or modify, or grant any consents, waivers or approvals with respect to, or permit
the amendment or modification of, or granting of any consents, waivers or approvals with respect
to, the Receivables Purchase Agreement, without the consent of the Funding Agent; or




	 	 	 
	
 

	 	
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     (g) amend or modify, or permit the amendment or modification of, any provision of any
document governing any Subordinated Debt Loan or Additional Subordinated Debt Loan in any manner except as consented to by the Funding Agent in connection with the Permitted
Holdings Amalgamation and except in a manner that is not adverse in any respect to the Lenders and
consented to by the Funding Agent or in connection with increasing the Subordinated Debt Loan
pursuant to an Additional Subordinated Debt Loan.


SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or
otherwise cause or suffer to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary of the Canadian Borrower to (a) pay dividends or make any other
distributions on its capital stock or any other interest or participation in its profits owned by
the Canadian Borrower or any Subsidiary of the Canadian Borrower, or pay any Indebtedness owed to
the Canadian Borrower or a Subsidiary of the Canadian Borrower, (b) make loans or advances to the
Canadian Borrower or any Subsidiary of the Canadian Borrower or (c) transfer any of its properties
to the Canadian Borrower or any Subsidiary of the Canadian Borrower, except for such encumbrances
or restrictions existing under or by reason of (i) applicable Requirements of Law; (ii) this
Agreement and the other Loan Documents; (iii) the Senior Note Documents and the Term Loan Documents
or other Material Indebtedness; provided that in the case of such other Material
Indebtedness, such encumbrances and restrictions are, taken as a whole, no more restrictive than
such encumbrances and restrictions in the Term Loan Documents in existence on the Closing Date;
(iv) customary provisions restricting subletting or assignment of any lease governing a leasehold
interest of a Company; (v) customary provisions restricting assignment of any agreement entered
into by a Subsidiary of the Canadian Borrower; (vi) any holder of a Lien permitted by Section
6.02 restricting the transfer of the property subject thereto; (vii) customary restrictions and
conditions contained in any agreement relating to the sale of any property permitted under
Section 6.06 pending the consummation of such sale; (viii) any agreement in effect at the
time such Subsidiary of the Canadian Borrower becomes a Subsidiary of the Canadian Borrower, so
long as such agreement was not entered into in connection with or in contemplation of such person
becoming a Subsidiary of the Canadian Borrower; (ix) without affecting the Loan Parties’
obligations under Section 5.11, customary provisions in partnership agreements,
shareholders’ agreements, joint venture agreements, limited liability company organizational
governance documents and other Organizational Documents, entered into in the ordinary course of
business (or in connection with the formation of such partnership, joint venture, limited liability
company or similar person) that (A) restrict the transfer of Equity Interests in such partnership,
joint venture, limited liability company or similar person or (B) the case of any Joint Venture or
Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the type
described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or
property held in, such joint venture, and customary provisions in asset sale and stock sale
agreements and other similar agreements permitted hereunder that provide for restrictions of the
type described in clauses (a), (b) and (c) above, solely with respect to the assets or persons
subject to such sale agreements; (x) restrictions on cash or other deposits or net worth imposed by
suppliers or landlords under contracts entered into in the ordinary course of business; (xi) any
instrument governing Indebtedness assumed in connection with any Permitted Acquisition, which
encumbrance or restriction is not applicable to any person, or the properties or assets of any
person, other than the person or the properties or assets of the person so acquired; or (xii) any
encumbrances or restrictions imposed by any amendments or refinancings that are otherwise not
prohibited by the Loan Documents of the




	 	 	 
	 
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contracts, instruments or obligations referred to in clauses (iii), (viii) or (xi) above; provided that such amendments or refinancings are
no more materially restrictive with respect to such encumbrances and restrictions than those prior
to such amendment or refinancing.



SECTION 6.13 Limitation on Issuance of Capital Stock.




     (a) Except as permitted by clause (b)(vi) below, issue any Equity Interest that is not
Qualified Capital Stock.



     (b) Issue any Equity Interest (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock
splits, stock dividends and additional issuances of Equity Interests which do not decrease the
percentage ownership of any of the Loan Parties in any class of the Equity Interests of such
issuing Company or issuances of Equity Interests in Joint Venture Subsidiaries in connection with
the creation thereof; (ii) Subsidiaries of the Canadian Borrower formed after the Closing Date in
accordance with Section 6.14 may issue Equity Interests to the Canadian Borrower or the
Subsidiary of the Canadian Borrower which is to own such Equity Interests; (iii) the Canadian
Borrower may issue common stock that is Qualified Capital Stock to Holdings, (iv) Holdings may
issue Equity Interests that are Qualified Capital Stock, (v) any Company that is not a direct or
indirect Wholly Owned Subsidiary of Holdings may issue Qualified Capital Stock to the extent such
issuance would be a permitted Asset Sale under Section 6.06 and (vi) Joint Venture
Subsidiaries may issue Preferred Stock or Disqualified Capital Stock. All Equity Interests issued
in accordance with this Section 6.13(b) shall, to the extent required by Section
5.11 and Section 5.12 or any Security Agreement or if such Equity Interests are issued
by any Loan Party (other than Holdings), be delivered to the Collateral Agent for pledge pursuant
to the applicable Security Agreement.


SECTION 6.14 Limitation on Creation of Subsidiaries. Establish, create or acquire any additional
Subsidiaries without the prior written consent of the Required Lenders; provided that,
without such consent, Loan Parties may (i) establish or create one or more Wholly Owned
Subsidiaries of Holdings or (ii) establish, create or acquire one or more Subsidiaries in
connection with an Investment made pursuant to Section 6.04(d), (k), (m),
(n), (o) or (p), so long as, in each case, Section 5.11(b) shall be
complied with.



SECTION 6.15 Business.




     (a) Each of Holdings, Novelis Europe Holdings Limited and Eurofoil shall not engage in any
business or activity other than (i) holding shares in the Equity Interests of its Subsidiaries,
(ii) holding intercompany loans made to the Canadian Borrower, (iii) other activities attributable
to or ancillary to its role as a holding company for its Subsidiaries, and (iv) compliance with
its obligations under the Loan Documents, the Term Loan Documents (and any Permitted Term Loan
Facility Refinancings thereof), and the Senior Note Documents (and any Permitted Refinancings
thereof).



     (b) With respect to Borrower and the Subsidiaries, engage (directly or indirectly) in any
business other than those businesses in which Borrower and its Subsidiaries are engaged on the
Closing Date as described in the Confidential Information Memorandum (or, in the good




	 	 	 
	 
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faith
judgment of the Board of Directors, which are substantially related thereto or are reasonable
extensions thereof).




     (c) Permit any Securitization Subsidiary to engage in any business or activity other than
performing its obligations under the related Securitization Facility.


SECTION 6.16 Limitation on Accounting Changes. Make or permit any change in accounting policies or
reporting practices or tax reporting treatment, except changes that are permitted by GAAP or any
Requirement of Law and disclosed to the Funding Agent.



SECTION 6.17 Fiscal Year. Change its fiscal year-end to a date other than March 31.



SECTION 6.18 Lease Obligations. Create, incur, assume or suffer to exist any obligations as lessee
for the rental or hire of real or personal property of any kind under leases or agreements to lease
(other than Capital Lease Obligations permitted under Section 6.01(f)) having an original
term of one year or more that would cause the aggregate amount of rent paid or reserved in respect
of all such obligations to exceed $25 million payable in any fiscal year of the Canadian Borrower.



SECTION 6.19 No Further Negative Pledge. Enter into or suffer to exist any consensual agreement,
instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur,
assume or suffer to exist any Lien upon any of their respective properties or revenues, whether now
owned or hereafter acquired to secure the Secured Obligations, or which requires the grant of any
security for an obligation if security is granted to secure the Secured Obligations, except the
following: (1) this Agreement and the other Loan Documents; (2) covenants in documents creating
Liens permitted by Section 6.02 prohibiting further Liens on the properties encumbered
thereby; (3) the Senior Note Documents and the Term Loan Documents; and (4) any prohibition or
limitation that (a) exists pursuant to applicable Requirements of Law, (b) consists of customary
restrictions and conditions contained in any agreement relating to the sale of any property
permitted under Section 6.06 pending the consummation of such sale, (c) restricts
subletting or assignment of any lease governing a leasehold interest of a Loan Party or a
Subsidiary, (d) is permitted under Section 6.02(s), (e) exists in any agreement or other
instrument of a person acquired in an Investment permitted hereunder in existence at the time of
such Investment (but not created in connection therewith or in contemplation thereof), which
prohibition or limitation is not applicable to any person, or the properties or assets of any
person, other than the person, or the property or assets of the person so acquired; and
provided that no such person shall be a Borrowing Base Guarantor, and no properties of any
such person shall be included in the Borrowing Base, to the extent such prohibition or limitation
is applicable to the Liens under the Security Documents or requires the grant or creation of a Lien on any of the Revolving Credit
Priority Collateral, (f) is contained in any joint venture, shareholders agreement, limited
liability operating agreement or other Organizational Document governing a Joint Venture or Joint
Venture Subsidiary which limits the ability of an owner of an interest in a Joint Venture or Joint
Venture Subsidiary from encumbering its ownership interest therein or (g) is imposed by any
amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts,
instruments or obligations referred to in clause (3) or (4)(e); provided that such
amendments and refinancings are no more



	 	 	 
	 
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materially restrictive with respect to such prohibitions
and limitations than those prior to such amendment or refinancing.



SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering.




     (a) Directly or indirectly, (i) knowingly conduct any business or engage in making or
receiving any contribution of funds, goods or services to or for the benefit of any person
described in Section 3.22, (ii) knowingly deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked pursuant to the Executive Order or any
other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction
that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of
the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the
Lenders any certification or other evidence requested from time to time by any Lender in its
reasonable discretion, confirming the Loan Parties’ compliance with this Section 6.20).



     (b) Cause or permit any of the funds of such Loan Party that are used to repay the Loans to
be derived from any unlawful activity with the result that the making of the Loans would be in
violation of any Requirement of Law.


SECTION 6.21 Embargoed Persons. Cause or permit (a) any of the funds or properties of the Loan
Parties that are used to repay the Loans to constitute property of, or be beneficially owned
directly or indirectly by, any person subject to sanctions or trade restrictions under United
States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of
Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or on any other similar
list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy
Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law promulgated
thereunder, with the result that the investment in the Loan Parties (whether directly or
indirectly) is prohibited by a Requirement of Law, or the Loans made by the Lenders would be in
violation of a Requirement of Law, or (2) the Executive Order, any related enabling legislation or
any other similar Executive Orders or (b) any Embargoed Person to have any direct or indirect
interest, of any nature whatsoever in the Loan Parties, with the result that the investment in the
Loan Parties (whether directly or indirectly) is prohibited by a Requirement of Law or the Loans
are in violation of a Requirement of Law.



SECTION 6.22 Tax Shelter Reporting. Treat the Loans as being a “reportable transaction” within the
meaning of Treasury Regulation Section 1.6011-4. In the event Borrowers (or any of them) determine
to take any action inconsistent with such intention, they will promptly notify the Funding Agent
thereof. This covenant shall survive the payment and termination of any Loans under this
Agreement.




ARTICLE VII.




GUARANTEE





	 	 	 
	 
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SECTION 7.01 The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary
obligor and not as a surety to each Secured Party and their respective successors and permitted
assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment,
declaration, demand, by acceleration or otherwise) of the principal of and interest (including any
interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the
United States Code after any bankruptcy or insolvency petition under Title 11 of the United States
Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and
all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party
under any Loan Document or Treasury Services Agreement entered into with a counterparty that is a
Secured Party, and the performance of all obligations under any of the foregoing, in each case
strictly in accordance with the terms thereof (such obligations being herein collectively called
the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that
is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the applicable
law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and
to the extent that the provisions of this Article VII shall duplicate or conflict with the
provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such
Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other
Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or
otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash,
without any demand or notice whatsoever as if it was the principal obligor, and that in the case of
any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in
accordance with the terms of such extension or renewal. Without prejudice to the generality of
Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends
that this guarantee shall extend from time to time to any (however fundamental and of whatsoever
nature and whether or not more onerous) variation, increase, extension or addition of or to any of
the Loan Documents and/or any facility or amount made available under any of the Loan Documents for
the purposes of or in connection with any of the following: acquisitions of any nature; increasing
working capital; enabling investor distributors to be made; carrying out restructurings;
refinancing existing facilities; refinancing any other indebtedness; making facilities available to
new borrowers; any other variation or extension of the purposes for which any such facility or
amount might be made available from time to time; and any fees, costs and/or expenses associated
with any of the foregoing.



SECTION 7.02 Obligations Unconditional. The obligations of the Guarantors under Section
7.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable
Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective
of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of
Borrowers or any other Loan Party under this Agreement, the Notes, if any, or any other agreement
or instrument referred to herein or therein, or any substitution, release or exchange of any other
guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other
circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense
of a surety or Guarantor (except for payment in full). Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or
impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and
unconditional under any and all circumstances as described above:




	 	 	 
	 
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          (i) at any time or from time to time, without notice to the Guarantors, the time for any
performance of or compliance with any of the Guaranteed Obligations shall be extended, or such
performance or compliance shall be waived;



          (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if
any, or any other agreement or instrument referred to herein or therein shall be done or omitted;



          (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the
Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or
any other agreement or instrument referred to herein or therein shall be amended or waived in any
respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall
be released or exchanged in whole or in part or otherwise dealt with;



          (iv) any Lien or security interest granted to, or in favor of, Issuing Bank or any Lender or
Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or



          (v) the release of any other Guarantor pursuant to Section 7.09.



     The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and
all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or
remedy or proceed against any Borrower or any other Loan Party under this Agreement or the Notes,
if any, or any other agreement or instrument referred to herein or therein, or against any other
person under any other guarantee of, or security for, any of the Guaranteed Obligations. The
Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or
accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured
Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any
of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon
this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be
conclusively presumed to have been had or consummated in reliance upon this Guarantee. This
Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of
payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured
Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned
or contingent upon the pursuit by the Secured Parties or any other person at any time of any right
or remedy against any Borrower or any other Loan Party, or against any other person which may be or
become liable in respect of all or any part of the Guaranteed Obligations or against any collateral
security or guarantee therefor or right of offset with respect thereto. This Guarantee shall
remain in full force and effect and be binding in accordance with and to the extent of its terms
upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the
Lenders, and their respective successors and assigns, notwithstanding that from time to time during
the term of this Agreement there may be no Guaranteed Obligations outstanding.


SECTION 7.03 Reinstatement. The obligations of the Guarantors under this ARTICLE VII shall
be automatically reinstated if and to the extent that for any reason any payment by or on behalf of
any Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Guaranteed





	 	 	 
	 
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Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise. The Guarantors jointly and severally
agree that they will indemnify each Secured Party on demand for all reasonable costs and expenses
(including reasonable fees of counsel) incurred by such Secured Party in connection with such
rescission or restoration, including any such costs and expenses incurred in defending against any
claim alleging that such payment constituted a preference, fraudulent transfer or similar payment
under any bankruptcy, insolvency or similar law, other than any costs or expenses resulting from
the bad faith or willful misconduct of such Secured Party.



SECTION 7.04 Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible
and irrevocable payment and satisfaction in full in cash of all Guaranteed Obligations and the
expiration and termination of the Commitments of the Lenders under this Agreement it shall waive
any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any
performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise,
against any Borrower or any other Guarantor of any of the Guaranteed Obligations or any security
for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to
Section 6.01(d) shall be subordinated to such Loan Party’s Secured Obligations a manner
reasonably satisfactory to the Funding Agent.



SECTION 7.05 Remedies. The Guarantors jointly and severally agree that, as between the Guarantors
and the Lenders, the obligations of Borrowers under this Agreement and the Notes, if any, may be
declared to be forthwith due and payable as provided in Section 8.01 (and shall be deemed
to have become automatically due and payable in the circumstances provided in Section 8.01)
for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition
preventing such declaration (or such obligations from becoming automatically due and payable) as
against Borrowers and that, in the event of such declaration (or such obligations being deemed to
have become automatically due and payable), such obligations (whether or not due and payable by Borrowers) shall forthwith become due and payable by the Guarantors for purposes of
Section 7.01.



SECTION 7.06 Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the
guarantee in this ARTICLE VII constitutes an instrument for the payment of money, and
consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such
Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action
under New York CPLR Section 3213.



SECTION 7.07 Continuing Guarantee. The guarantee in this ARTICLE VII is a continuing
guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.



SECTION 7.08 General Limitation on Guarantee Obligations. In any action or proceeding involving
any state corporate limited partnership or limited liability company law, or any applicable state,
federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise
be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims
of any other creditors, on account of the amount of its liability under Section 7.01, then,
notwithstanding any other provision to the contrary, the amount of such





	 	 	 
	 
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liability shall, without
any further action by such Guarantor, any Loan Party or any other person, be automatically limited
and reduced to the highest amount after giving effect to the rights of contribution established in
the Contribution, Intercompany, Contracting and Offset Agreement that are valid and enforceable and
not subordinated to the claims of other creditors as determined in such action or proceeding.



SECTION 7.09 Release of Guarantors. If, in compliance with the terms and provisions of the Loan
Documents, Equity Interests of any Guarantor are sold or transferred such that it ceases to be a
Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a
Subsidiary, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be
released from its obligations under this Agreement (including under Section 11.03 hereof)
and its obligations to pledge and grant any Collateral owned by it pursuant to any Security
Document and the pledge of such Equity Interests so transferred to the Collateral Agent pursuant to
the Security Agreements shall be released, and the Collateral Agent shall take such actions as are
necessary to effect each release described in this Section 7.09 in accordance with the
relevant provisions of the Security Documents; provided that such Guarantor is also
released from its obligations under the Term Loan Documents and other guaranteed Material
Indebtedness on the same terms.



SECTION 7.10 Certain Tax Matters. Notwithstanding the provisions of Sections 2.06(j), 2.15, 2.20,
2.21 or 2.22 if a Loan Party makes a payment hereunder that is subject to
withholding tax in excess of the withholding that would have been imposed on payments made by the
Borrower with respect to whose obligation it is making a payment, the Loan Parties shall increase
the amount of such payment such that, after deduction and payment of all such withholding taxes,
the payee receives an amount equal to the amount it would have received if no such withholding had
been imposed; provided, that the Agent or Lender provides, as reasonably requested by the relevant
Loan Party and as required under Sections 2.15(e), 2.15(g), or 2.15(h), as
the case may be, such forms, certificates and documentation that it is legally entitled to furnish
and would be required to reduce or eliminate withholding and, with respect to non-U.S. withholding
taxes, would not, in the Funding Agent’s or the relevant Lender’s reasonable judgment, subject it
to any material unreimbursed costs or otherwise be disadvantageous to it in any material respect.





	 	 	 
	 
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SECTION 7.11 German Guarantor.




     (a) Subject to Section 7.11(b) through Section 7.11(e) below, the Secured
Parties shall not enforce the guarantee obligations of a German Guarantor existing in the form of
a German limited liability company or limited partnership with a limited liability company as
partner (GmbH or GmbH & Co. KG) under this Article VII to the extent (i) such German
Guarantor guarantees obligations of one of its shareholders or of an affiliated company
(verbundenes Unternehmen) of a shareholder within the meaning of Section 15 of the German Stock
Corporation Act (Aktiengesetz) (other than a Subsidiary of that German Guarantor or the German
Guarantor itself), and (ii) the enforcement of such guarantee for shareholder obligations would
reduce, in violation of Section 30 of the German Limited Liability Companies Act (GmbHG), the net
assets (assets minus liabilities minus provisions and liability reserves
(Reinvermögen), in each case as calculated in accordance with generally accepted accounting
principles in Germany (Grundsätze ordnungsmäßiger Buchführung) as consistently applied by such
German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss gem. § 42 GmbH
— Act, §§ 242, 264 HGB) of the German Guarantor (or in the case of a GmbH & Co. KG, its general
partner) to an amount that is insufficient to maintain its (or in the case of a GmbH & Co. KG,
its general partner’s) registered share capital (Stammkapital) (or would increase an existing
shortage in its net assets below its registered share capital); provided that for the
purpose of determining the relevant registered share capital and the net assets, as the case may
be:



          (i) The amount of any increase of registered share capital (Stammkapital) of such German
Guarantor (or its general partner in the form of a GmbH) implemented after the date of this
Agreement that is effected without the prior written consent of the Funding Agent shall be deducted
from the registered share capital of the German Guarantor (or its general partner in the form of a
GmbH);



          (ii) any loans provided to the German Guarantor by a direct or indirect shareholder or an
affiliate thereof (other than a Subsidiary of such German Guarantor) shall be disregarded and not
accounted for as a liability to the extent that such loans are subordinated or are considered
subordinated under Section 32a GmbHG;



          (iii) shareholder loans, other loans and contractual obligations and liabilities incurred by
the German Guarantor in violation of the provisions of any of the Loan Documents shall be
disregarded and not accounted for as liabilities;



          (iv) any assets that are shown in the balance sheet with a book value that, in the opinion of
the Funding Agent, is significantly lower than their market value and that are not necessary for
the business of the German Guarantor (nicht betriebsnotwendig) shall be accounted for with their
market value; and



          (v) the assets of the German Guarantor will be assessed at liquidation values
(Liquidationswerte) if, at the time the managing directors prepare the balance sheet in accordance
with paragraph (b) below and absent the demand a positive going concern prognosis (positive
Fortbestehensprognose) cannot be established.




	 	 	 
	 
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     (b) The limitations set out in Section 7.11(a) only apply:



          (i) if and to the extent that the managing directors of the German Guarantor (or in the case
of a GmbH Co. KG, its general partner) have confirmed in writing to the Funding Agent within ten
Business Days of a demand for payment under this Article VII the amount of the obligations
under this Article VII which cannot be paid without causing the net assets of such German
Guarantor (or in the case of a GmbH Co. KG, its general partner) to fall below its registered share
capital, or increase an existing shortage in net assets below its registered share capital (taking
into account the adjustments set out above) and such confirmation is supported by a current balance
sheet and other evidence satisfactory to the Funding Agent and neither the Funding Agent nor any
Lender raises any objections against that confirmation within five Business Days after its receipt;
or



          (ii) if, within twenty Business Days after an objection under clause (i) has been raised by
the Funding Agent or a Lender, the Funding Agent receives a written audit report (“Auditor’s
Determination”) prepared at the expense of the relevant German Guarantor by a firm of auditors of
international standing and reputation that is appointed by the German Guarantor and reasonably
acceptable to the Funding Agent, to the extent such report identifies the amount by which the net
assets of that German Guarantor (or in the case of a GmbH & Co. KG, its general partner in the form
of a GmbH) are necessary to maintain its registered share capital as at the date of the demand
under this Article VII (taking into account the adjustments set out above). The Auditor’s
Determination shall be prepared in accordance with generally accepted accounting principles
applicable in Germany (Grundsätze ordnungsgemäßer Buchführung) as consistently applied by the
German Guarantor in the preparation of its most recent annual balance sheet. The Auditor’s
Determination shall be binding for all Parties except for manifest error.



     (c) In any event, the Credit Parties shall be entitled to enforce the guarantee up to those
amounts that are undisputed between them and the relevant German Guarantor or determined in
accordance with Section 7.11(a) and Section 7.11(b). In respect of the exceeding
amounts, the Credit Parties shall be entitled to further pursue their claims (if any) and the
German Guarantor shall be entitled to provide that the excess amounts are necessary to maintain
its registered share capital (calculated as at the date of demand under this Article  VII and taking into account the adjustments set out above). The Secured Parties are
entitled to pursue those parts of the guarantee obligations of the German Guarantor that are not
enforced by operation of Section 7.11(a) above at any subsequent point in time. This
Section 7.11 shall apply again as of the time such additional demands are made.



     (d) Section 7.11(a) shall not apply as to the amount of Loans borrowed under this
Agreement and passed on (whether by way of shareholder loan or equity contribution) to the
respective German Guarantor or any of its Subsidiaries as long as the respective shareholder loan
is outstanding or the respective equity contribution has not been dissolved or otherwise repaid.



     (e) Should it become legally permissible for managing directors of a German Guarantor to
enter into guarantees in support of obligations of their shareholders without limitations, the
limitations set forth in Section 7.11(a) shall no longer apply. Should any such





	 	 	 
	 
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guarantees become subject to legal restrictions that are less stringent than the limitations set
forth in Section 7.11(a) above, such less stringent limitations shall apply. Otherwise,
Section 7.11(a) shall remain unaffected by changes in applicable law.



SECTION 7.12 Swiss Guarantors. If and to the extent that (i) the obligations under this
ARTICLE VII of any Swiss Guarantor are for the exclusive benefit of any of such Swiss
Guarantor’s Affiliates (other than such Swiss Guarantor’s direct or indirect Subsidiaries) and (ii)
complying with the obligations under this ARTICLE VII would constitute a repayment of
capital (restitution des apports) or the payment of a (constructive) dividend (distribution de
dividende), the following shall apply:




     (a) The aggregate obligations under this ARTICLE VII of any Swiss Guarantor shall be
limited to the maximum amount of such Swiss Guarantor’s profits and reserves available for
distribution, in each case in accordance with, without limitation, articles 671 para.1 to 3 and
675 para.2 of the Swiss Code of Obligations (the “Available Amount”) at the time any Swiss
Guarantor makes a payment under this ARTICLE VII (provided such limitation is still a
legal requirement under Swiss law at that time).



     (b) Immediately after having been requested to make a payment under this ARTICLE VII
(the “Guarantee Payment”), each Swiss Guarantor shall (i) provide the Funding Agent, within
thirty (30) Business Days from being requested to make the Guarantee Payment, with (1) an interim
audited balance sheet prepared by the statutory auditors of the applicable Swiss Guarantor, (2)
the determination of the Available Amount based on such interim audited balance sheet as computed
by the statutory auditors, and (3) a confirmation from the statutory auditors that the Available
Amount is the maximum amount which can be paid by the Swiss Guarantor under this ARTICLE
VII without breaching the provisions of Swiss corporate law, which are aimed at protecting
the share capital and legal reserves, and (ii) upon receipt of the confirmation referred to in
the preceding sentence under (3) and after having taken all actions required pursuant to
paragraph (d) below, make such Guarantee Payment in full (less, if required, any Swiss
Withholding Tax).



     (c) If so required under Swiss law (including double tax treaties to which Switzerland is a
party) at the time it is required to make a payment under this ARTICLE VII or the
Security Documents, the applicable Swiss Guarantor (1) may deduct the Swiss Withholding Tax at
the rate of 35% (or such other rate as may be in force at such time) from any payment under this
ARTICLE VII or the Security Documents, (2) may pay the Swiss Withholding Tax to the Swiss
Federal Tax Administration, and (3) shall notify and provide evidence to the Funding Agent that
the Swiss Withholding Tax has been paid to the Swiss Federal Tax Administration. To the extent
the Guarantee Payment due is less than the Available Amount, the applicable Swiss Guarantor shall
be required to make a gross-up, indemnify or otherwise hold harmless the Secured Parties for the
deduction of the Swiss Withholding Tax, it being understood that at no time shall the Guarantee
Payment (including any gross-up or indemnification payment pursuant to this paragraph (c) and
including any Swiss Withholding Tax levied thereon) exceed the Available Amount. The applicable
Swiss Guarantor shall use its best efforts to ensure that any person which is, as a result of a
payment under this ARTICLE VII, entitled to a full or partial refund of the Swiss
Withholding Tax, shall as soon as possible after the deduction of the Swiss Withholding Tax (i)
request a refund




	 	 	 
	 
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of the Swiss Withholding Tax under any applicable law (including double tax
treaties) and (ii) pay to the Secured Parties upon receipt any amount so refunded. The
Obligations will only be considered as discharged to the extent of the effective payment received
by the Secured Parties under this ARTICLE VII. This subsection (c) is without prejudice
to the gross-up or indemnification obligations of any Guarantor other that the Swiss Guarantors.




     (d) The Swiss Guarantors shall use reasonable efforts to take and cause to be taken all and
any other action, including the passing of any shareholders’ resolutions to approve any Guarantee
Payment under this ARTICLE VII or the Security Documents, which may be required as a matter of
Swiss mandatory law or standard business practice as existing at the time it is required to make
a Guarantee Payment under this ARTICLE VII or the Security Documents in order to allow for a
prompt payment of the Guarantee Payment or Available Amount, as applicable.



     (e) To the extent (i) the Swiss Borrower is jointly and severally liable towards the Lenders
for obligations under this Agreement of the Swiss Borrower’s Affiliates (other than the Swiss
Borrower’s direct or indirect Subsidiaries) which were incurred for the exclusive benefit of such
Swiss Borrower’s Affiliates and (ii) complying with such joint and several obligations would
constitute a repayment of capital (restitution des apports) or the payment of a (constructive)
dividend (distribution de dividende), then paragraphs (a) to (d) of this ARTICLE VII
shall be applicable to such obligations. For the avoidance of doubt this paragraph is without
prejudice to the joint and several liability of any Loan Party (other than the Swiss Borrower)
for any obligations arising under this Agreement.


SECTION 7.13 Irish Guarantor. This Guarantee does not apply to any liability to the extent that it
would result in this Guarantee constituting unlawful financial assistance within the meaning of, in
respect of any Irish Guarantor, Section 60 of the Companies Act 1963 of Ireland.



SECTION 7.14 Brazilian Guarantor. The Brazilian Guarantor waives and shall not exercise any and all rights and privileges
granted to guarantors which might otherwise be deemed applicable, including but not limited to the
rights and privileges referred to in Articles 827, 834, 835, 836, 837, 838 and 839 of the Brazilian
Civil Code and the provisions of Article 595 of the Brazilian Civil Procedure Code.




ARTICLE VIII.




EVENTS OF DEFAULT



SECTION 8.01 Events of Default. Upon the occurrence and during the continuance of the following
events (“Events of Default”):




     (a) default shall be made in the payment of any principal of any Loan or any Reimbursement
Obligation when and as the same shall become due and payable, whether at the due date thereof or
at a date fixed for prepayment (whether voluntary or mandatory) thereof or by acceleration
thereof or otherwise;



     (b) default shall be made in the payment of any interest on any Loan or any Fee or any other
amount (other than an amount referred to in paragraph (a) above) due under any




	 	 	 
	 
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Loan Document,
when and as the same shall become due and payable, and such default shall continue unremedied for
a period of three (3) Business Days;




     (c) any representation or warranty made or deemed made in or in connection with any Loan
Document or the borrowings or issuances of Letters of Credit hereunder, or which is contained in
any certificate furnished by or on behalf of a Loan Party pursuant to this Agreement or any other
Loan Document, shall prove to have been false or misleading in any material respect when so made
or deemed made;



     (d) default shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a),
Section 5.04(a), Section 5.04(b), Section 5.08, Section
9.01(e), Section 9.02(b), Section 9.03, and ARTICLE VI;



     (e) (i) default shall be made in the due observance or performance by any Company of any
covenant, condition or agreement contained in Section 5.02 (other than Section
5.02(a)), or ARTICLE IX (other than Section 9.01(e), Section 9.02(b),
and Section 9.03), and such default shall continue unremedied or shall not be waived for
a period of five (5) days after written notice thereof from the Funding Agent or any Lender to
Administrative Borrower, or (ii) default shall be made in the due observance or performance by
any Company of any covenant, condition or agreement contained in any Loan Document (other than
those specified in paragraphs (a), (b), (d) or (e)(i) immediately above) and such default shall
continue unremedied or shall not be waived for a period of thirty (30) days after written notice
thereof from the Funding Agent or any Lender to Administrative Borrower;



     (f) any Company shall (i) fail to pay any principal or interest, regardless of amount, due
in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or
perform any other term, covenant, condition or agreement contained in any agreement or instrument
evidencing or governing any such Indebtedness if the effect of any failure referred to in this
clause (ii) is to cause, or to permit (in the case of the Senior Notes only, with or without the
lapse of time, but after any notice period required thereunder has commenced) the holder or
holders of such Indebtedness or a trustee or other representative on its or their behalf to cause
such Indebtedness to become due prior to its stated maturity or become subject to a mandatory
offer purchase by the obligor; provided that, other than in the case of the Term Loans,
it shall not constitute an Event of Default pursuant to this paragraph (f) unless the aggregate
Dollar Equivalent amount of all such Indebtedness referred to in clauses (i) and (ii) exceeds $50
million at any one time (provided that, in the case of Hedging Obligations, the amount
counted for this purpose shall be the net amount payable by all Companies if such Hedging
Obligations were terminated at such time);



     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
in a court of competent jurisdiction seeking (i) relief in respect of any Loan Party or Material
Subsidiary, or of a substantial part of the property of any Loan Party or Material Subsidiary,
under Title 11 of the U.S. Code, as now constituted or hereafter amended, or any other federal,
state or foreign bankruptcy, insolvency, receivership or similar law; (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator, examiner or similar




	 	 	 
	 
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official for any
Loan Party or Material Subsidiary or for a substantial part of the property of any Loan Party or
Material Subsidiary; or (iii) the winding-up, liquidation or examination of any Loan Party or
Material Subsidiary; and such proceeding or petition shall continue undismissed for sixty (60)
days or an order or decree approving or ordering any of the foregoing shall be entered;




     (h) any Loan Party or Material Subsidiary shall (i) voluntarily commence any proceeding or
file any petition seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or
similar law; (ii) consent to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or the filing of any petition described in clause (g) above; (iii) apply
for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator,
examiner or similar official for any Loan Party or Material Subsidiary or for a substantial part
of the property of any Loan Party or Material Subsidiary; (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding; (v) make a general
assignment for the benefit of creditors; (vi) become unable, admit in writing its insolvency or
inability or fail generally to pay its debts as they become due; (vii) take any action for the
purpose of effecting any of the foregoing; (viii) wind up or liquidate (except in accordance with
Section 6.05) or put into examination, (ix) take any step with a view to a moratorium or
a composition or similar arrangement with any creditors of any Loan Party or Material Subsidiary,
or a moratorium is declared or instituted in respect of the indebtedness of any Loan Party or
Material Subsidiary;



     (i) one or more judgments, orders or decrees for the payment of money in an aggregate Dollar
Equivalent amount in excess of $25 million, to the extent not covered by insurance or supported
by a letter of credit or appeal bonds posted in cash, shall be rendered against any Company or
any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of thirty (30) consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to
levy upon properties of any Company to enforce any such judgment;



     (j) one or more ERISA Events or noncompliance with respect to Foreign Plans or Compensation
Plans shall have occurred that, when taken together with all other such ERISA Events and
noncompliance with respect to Foreign Plans or Compensation Plans that have occurred, could
reasonably be expected to result in liability of any Company and its ERISA Affiliates that could
reasonably be expected to result in a Material Adverse Effect;



     (k) any security interest and Lien purported to be created by any Security Document shall
cease to be in full force and effect, or shall cease to give the Collateral Agent, for the
benefit of the Secured Parties, a valid, perfected First Priority (subject to the Intercreditor
Agreement) security interest in and Lien on all of the Collateral thereunder (except as otherwise
expressly provided in such Security Document) in favor of the Collateral Agent, or shall be
asserted by any Borrower or any other Loan Party not to be a valid, perfected, First Priority
(except as otherwise expressly provided in this Agreement, the Intercreditor Agreement or such
Security Document) security interest in or Lien on the Collateral covered thereby;




	 	 	 
	 
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     (l) any Loan Document or any material provisions thereof shall at any time and for any
reason be declared by a court of competent jurisdiction to be null and void, or a proceeding
shall be commenced by any Loan Party or by any Governmental Authority, seeking to establish the
invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision
thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation
for the Obligations;



     (m) there shall have occurred a Change in Control;



     (n) the Intercreditor Agreement or any material provision thereof shall cease to be in full
force or effect other than (i) as expressly permitted hereunder or thereunder, (ii) by a
consensual termination or modification thereof agreed to by the Agents party thereto and the Term
Loan Agents party thereto, or (iii) as a result of satisfaction in full of the obligations under
the Term Loan Documents;



     (o) any Company shall be prohibited or otherwise restrained from conducting the business
theretofore conducted by it in any manner that has or could reasonably be expected to result in a
Material Adverse Effect by virtue of any determination, ruling, decision, decree or order of any
court or Governmental Authority of competent jurisdiction; or



     (p) a “Termination Event” (as defined therein) has occurred under the Receivables Purchase
Agreement;


then, and in every such event (other than an event with respect to any Loan Party described in
paragraph (g) or (h) above), and at any time thereafter during the continuance of such event or an
acceleration of all obligations under the Term Loan Credit Agreement, the Funding Agent may, and at
the request of the Required Lenders shall, by notice to Administrative Borrower, take either or
both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans and Reimbursement Obligations then outstanding to be
forthwith due and payable in whole or in part, whereupon the principal of the Loans and
Reimbursement Obligations so declared to be due and payable, together with accrued interest thereon
and any unpaid accrued Fees and all other Obligations of the Loan Parties accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly waived by each of the
Loan Parties, anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event, with respect to any Loan Party described in paragraph (g) or (h)
above, the Commitments shall automatically terminate and the principal of the Loans and
Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid
accrued Fees and all other Obligations of the Loan Parties accrued hereunder and under any other
Loan Document, shall automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by each of the Loan Parties,
anything contained herein or in any other Loan Document to the contrary notwithstanding.



SECTION 8.02 Rescission. If at any time after termination of the Commitments or acceleration of
the maturity of the Loans, the Loan Parties shall pay all arrears of interest and all payments on
account of principal of the Loans and Reimbursement Obligations owing by them





	 	 	 
	 
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that shall have
become due otherwise than by acceleration (with interest on principal and, to the extent permitted
by law, on overdue interest, at the rates specified herein) and all Defaults (other than
non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of
acceleration) shall be remedied or waived pursuant Section 11.02, then upon the written
consent of the Required Lenders and written notice to the Administrative Borrower, the termination
of the Commitments or the acceleration and their consequences may be rescinded and annulled; but
such action shall not affect any subsequent Default or impair any right or remedy consequent
thereon. The provisions of the preceding sentence are intended merely to bind the Lenders and the
Issuing Bank to a decision that may be made at the election of the Required Lenders, and such
provisions are not intended to benefit any Loan Party and do not give any Loan Party the right to
require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set
forth herein are met.



SECTION 8.03 Application of Proceeds. Subject to the terms of the Intercreditor Agreement, the
proceeds received by any of the Agents in respect of any sale of, collection from or other
realization upon all or any part of the Collateral, whether pursuant to the exercise by the
Collateral Agent of its remedies or otherwise (including any payments received with respect to
adequate protection payments or other distributions relating to the Obligations during the pendency
of any reorganization or insolvency proceeding) after an Event of Default has occurred and is
continuing or after the acceleration of the Obligations, shall be applied, in full or in part,
together with any other sums then held by the Agents or any Receiver pursuant to this Agreement,
promptly by the Agents or any Receiver as follows:




     (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes
of such sale, collection or other realization including compensation to the Agents or any
Receiver and their agents and counsel, and all expenses, liabilities and advances made or
incurred by the Agents or any Receiver in connection therewith and all amounts for which the
Agents or any Receiver are entitled to indemnification pursuant to the provisions of any Loan
Document, together with interest on each such amount at the highest rate then in effect under
this Agreement from and after the date such amount is due, owing or unpaid until paid in full;



     (b) Second, to the payment of all other reasonable costs and expenses of such sale,
collection or other realization including any compensation payable to the other Secured Parties
and their agents and counsel and all costs, liabilities and advances made or incurred by the
other Secured Parties in connection therewith, together with interest on each such amount at the
highest rate then in effect under this Agreement from and after the date such amount is due,
owing or unpaid until paid in full;



     (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to
the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting
Obligations which are then due and owing (other than principal and Reimbursement Obligations)
including Overadvances (other than obligations of the type described in clause (b) in the
definition of “Secured Obligations”), in each case equally and ratably in accordance with the
respective amounts thereof then due and owing;



     (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount
of the Obligations and any premium thereon (including the cash collateralization of




	 	 	 
	 
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any
Reimbursement Obligations pursuant to Section 2.18(i) (other than obligations of the type
described in clause (b) in the definition of “Secured Obligations”); and




     (e) Fifth, to the indefeasible payment in full in cash, pro rata, of obligations of the type
described in clause (b) in the definition of “Secured Obligations” including, but not limited to,
obligations arising under Treasury Services Agreements constituting Secured Obligations; and



     (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the
applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may
direct.



     In the event that any such proceeds are insufficient to pay in full the items described in
clauses (a) through (e) of this Section 8.02, the Loan Parties shall remain liable, jointly
and severally, for any deficiency.



ARTICLE IX.




COLLATERAL ACCOUNT; COLLATERAL MONITORING; APPLICATION OF COLLATERAL PROCEEDS




     Each Loan Party covenants and agrees with each Lender that so long as this Agreement shall
remain in effect and until the Commitments have been terminated and the principal of and interest
on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have
expired or been fully cash collateralized and all amounts drawn thereunder have been reimbursed in
full, unless Collateral Agent and Funding Agent or the Required Lenders shall otherwise consent in
writing:


SECTION 9.01 Accounts; Cash Management




     The Loan Parties in the United States, Canada, England and Wales, Switzerland, and Germany
(and any other jurisdiction in which a Borrower or Borrowing Base Guarantor is located) (the
“Borrowing Base Loan Parties”) shall maintain a cash management system which is acceptable to the
Funding Agent and the Collateral Agent (the “Cash Management System”), which shall operate as
follows:



     (a) All funds held by any Borrowing Base Loan Party (other than funds being collected
pursuant to the provisions stated below) shall be deposited in one or more bank accounts or
securities investment accounts, in form and substance reasonably satisfactory to Collateral Agent
subject to the terms of the Security Agreement and applicable Control Agreements.



     (b) Each Borrowing Base Loan Party shall establish and maintain, at its sole expense,
blocked accounts, charged accounts, or lockboxes and related deposit accounts (in each case,
“Blocked Accounts”), which, on the Closing Date, shall consist of the accounts listed as such on
Schedule 9.01(b) and related lockboxes maintained by the financial institutions listed on
such schedule (or another financial institution acceptable to Collateral




	 	 	 
	 
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Agent), with such banks
as are acceptable to Collateral Agent into which each Loan Party shall promptly deposit and
direct their respective Account Debtors to directly remit all payments on Accounts and all
payments constituting proceeds of Inventory or other Collateral (other than proceeds of a
Casualty Event or an Asset Sale that do not require a repayment under Loan Documents, and subject
to the Intercreditor Agreement) in the identical form in which such payments are made, whether by
cash, check or other manner and shall be identified and segregated from all other funds of the
Loan Parties (except, with regard to accounts located in Europe, to the extent permitted pursuant
to the applicable U.K. Security Agreement, the Swiss Security Agreement or the German Security
Agreement or Control Agreement). Each Borrowing Base Loan Party shall deliver, or cause to be
delivered, to Collateral Agent a Control Agreement duly authorized, executed and delivered by
each bank where a Blocked Account for the benefit of any Borrowing Base Loan Party is maintained,
and, except as provided in Section 9.01(d), by each bank where any other deposit account
of a Borrowing Base Loan Party is from time to time maintained. Each Borrowing Base Loan Party
shall further execute and deliver such agreements and documents as Collateral Agent may
reasonably require in connection with such Blocked Accounts and such Control Agreements. No
Borrowing Base Loan Party shall establish any deposit accounts after the Closing Date, unless
such Loan Party has given the Collateral Agent 30 days’ (or such shorter period as may be
determined by the Collateral Agent in its sole discretion) prior written notice of its intention
to establish such new account and has complied in full with the provisions of this Section
9.01(b) with respect to such deposit accounts. Each Borrowing Base Loan Party agrees that
from and after the delivery of an Activation Notice (as defined below), all payments made to such
Blocked Accounts or other funds received and collected by Collateral Agent or any Lender, whether in respect of the Accounts, as proceeds of Inventory or other
Collateral (subject to the Intercreditor Agreement) or otherwise shall be treated as payments to
Collateral Agent and Lenders in respect of the Obligations and therefore shall constitute the
property of Collateral Agent and Lenders to the extent of the then outstanding Obligations and
may be applied by the Collateral Agent in accordance with Section 9.01(e).




     (c) With respect to the Blocked Accounts of the U.S. Borrowers and such other Borrowing Base
Loan Parties as the Collateral Agent shall determine in its sole discretion, the applicable bank
maintaining such Blocked Accounts shall agree to forward daily all amounts in each Blocked
Account to one Blocked Account designated as a concentration account in the name listed on
Schedule 9.01(b) (the “Concentration Account”) at a bank acceptable to the Collateral
Agent that shall be designated as the Concentration Account bank for the Loan Parties (the
“Concentration Account Bank”), which, on the Closing Date, shall consist of the accounts listed
as such on Schedule 9.01(b) maintained by the financial institutions listed on such
schedule (or other financial institution acceptable to the Collateral Agent). Each Bank
providing a Blocked Account shall agree to follow the instructions of the Collateral Agent with
regard to each such Blocked Account, including the Concentration Account, including, from and
after the receipt of a notice (an “Activation Notice”) from the Collateral Agent (which
Activation Notice may (or shall, upon the written instruction of the Required Lenders) be given
by Collateral Agent at any time from and after the occurrence of a Cash Dominion Trigger Event
and prior to a Cash Dominion Recovery Event) pursuant to the applicable Control Agreement, to
follow only the instructions of the Collateral Agent (and not those of any Loan Party) with
respect to the Blocked Accounts (including the Concentration Account), including (i) to forward
daily all amounts in the Concentration Account to the



	 	 	 
	 
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account designated as the collection
account (the “Collection Account”), which shall be under the exclusive dominion and control of
the Collateral Agent (it being understood that, prior to the delivery of an Activation Notice,
the respective Loan Parties shall also be authorized to issue instructions with regard to funds
in the Concentration Account), and (ii) with respect to the Blocked Accounts to forward all
amounts in each Blocked Account to the applicable Collection Account or as the Collateral Agent
otherwise directs and to commence the process of daily sweeps from such Blocked Account into the
Collection Account or otherwise under Section 9.01 or as the Collateral Agent otherwise
directs.




     (d) Notwithstanding any provision of this Section 9.01 to the contrary, (A)
Borrowing Base Loan Parties may maintain zero balance disbursement accounts and accounts used
solely to fund payroll, payroll taxes or employee benefits in the ordinary course of business
that are not a part of the Cash Management Systems, provided that no Borrowing Base Loan
Parties shall accumulate or maintain cash in such accounts as of any date of determination in
excess of checks outstanding against such accounts as of that date and amounts necessary to meet
minimum balance requirements or Requirements of Law and (B) Borrowing Base Loan Parties may
maintain local cash accounts that are not a part of the Cash Management Systems which
individually do not at any time contain funds in excess of $50,000 and, together with all other
such local cash accounts, do not exceed $500,000.



     (e) From and after the delivery of an Activation Notice, unless an Event of Default has
occurred and is continuing (in which event Section 8.03 shall apply) and unless Funding
Agent or Collateral Agent determines to release such funds to the Borrowers in accordance with the following sentence, Funding Agent shall apply all funds of a Borrower or Borrowing
Base Guarantor organized under the laws of the same jurisdiction of such Borrower that are in or
are received into a Collection Account or that are otherwise received under this Section
9.01 by the Funding Agent or the Collateral Agent (except to the extent constituting Term
Loan Priority Collateral or otherwise not required to be paid pursuant to Section 2.10)
on a daily basis to the repayment of (i) first, Fees and reimbursable expenses of the Funding
Agent and the Collateral Agent then due and payable by such Borrower and such Borrowing Base
Guarantors; (ii) second, to interest then due and payable on all Loans to such Borrower, (iii)
third, Overadvances to such Borrower, (iv) fourth, the Swingline Loans to such Borrower, (v)
fifth, Base Rate Loans to such Borrower, pro rata, (vi) sixth, BA Rate Loans, Eurocurrency Loans
and EURIBOR Loans to such Borrower, pro rata, together with all accrued and unpaid interest
thereon (provided, however, payments on such BA Rate Loans, Eurocurrency Loans
and EURIBOR Loans with respect to which the application of such payment would result in the
payment of the principal prior to the last day of the relevant Interest Period shall be
transferred to the Cash Collateral Account to be applied to such BA Rate Loans, Eurocurrency
Loans or EURIBOR Loans on the last day of the relevant Interest Period of such BA Rate Loans,
Eurocurrency Loan or EURIBOR Loan or to the Obligations owing by such Borrower and Borrowing Base
Guarantors as they come due (whether at stated maturity, by acceleration or otherwise). After
payment in full has been made of the amounts required under subsections (i)-(vi) in the preceding
sentence, all funds in a Collection Account or otherwise received under Section 9.01(b)
(except to the extent not required to be paid thereunder) shall be applied on a daily basis to
all amounts described in subsections (i)-(vi) in the preceding sentence owing by any other Loan
Parties, in the order set out therein. Notwithstanding the foregoing sentences, after payment in
full has been made of the amounts required under subsections (i)-




	 	 	 
	 
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(vi) in the two preceding
sentences, upon Administrative Borrower’s request and as long as no Default has occurred and is
continuing and all other conditions precedent to a Borrowing have been satisfied, any additional
funds deposited in a Collection Account or a Cash Collateral Account shall be released to the
applicable Borrowing Base Loan Party. In addition, if consented to by the Funding Agent, the
Collateral Agent and the Required Lenders, such funds in a Cash Collateral Account may be
released to the applicable Borrowing Base Loan Party. Notwithstanding the above, if the Funding
Agent has declared the Loans and/or Reimbursement Obligations then outstanding to be forthwith
due and payable in whole or in part pursuant to Section 8.01 or if an Event of Default
has occurred and is continuing, the Funding Agent shall apply all funds received in the
Collection Account in accordance with Section 8.03. If this Section 9.01(e)
applies, the Funding Agent will use reasonable efforts to cooperate with the Administrative
Borrower in structuring the payments under this Section 9.01(e) in a manner that would
minimize withholding taxes imposed on such payments.




     (f) Each Loan Party following delivery of an Activation Notice shall, acting as trustee for
Collateral Agent, receive, as the property of Collateral Agent, any monies, checks, notes, drafts
or any other payment relating to and/or proceeds of Accounts, Inventory or other Collateral
(subject to the Intercreditor Agreement) which come into their possession or under their control
and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the
Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Collateral
Agent. In no event shall the same be commingled with any Loan Party’s own funds (except, with
regard to accounts located in Europe, to the extent permitted pursuant to the applicable U.K.
Security Agreement, Swiss Security Agreement, or German Security Agreement or Control Agreement). Each Loan Party agrees to reimburse Collateral Agent on
demand for any amounts owed or paid to any bank at which a Blocked Account is established or any
other bank or person involved in the transfer of funds to or from the Blocked Accounts arising
out of Collateral Agent’s payments to or indemnification of such bank or person.



     (g) With regard to accounts located in Europe, the Collateral Agent may, in its sole
discretion, agree pursuant to the Security Documents to vary the cash management procedures set
forth herein, including as documented in the applicable U.K. Security Agreement, Swiss Security
Agreement, German Security Agreement, and/or Control Agreements) and including, subject to
Section 6.07, with regard to the European Cash Pooling Arrangements. To the extent that
any Security Document sets forth cash management that varies from this Section 9.01, the
applicable Loan Parties shall comply with such Security Documents, and shall comply with this
Section 9.01 to the extent not inconsistent therewith.


SECTION 9.02 Inventory. With respect to the Inventory: (a) each Loan Party shall at all times
maintain records of Inventory reasonably satisfactory to Collateral Agent, keeping correct and
accurate records itemizing and describing the kind, type, quality and quantity of Inventory, the
cost therefor and daily withdrawals therefrom and additions thereto; and (b) the Loan Parties shall
cooperate fully with the Collateral Agent and its agents during all Collateral field audits and
Inventory Appraisals which shall be at the expense of Borrowers and shall be conducted (x)
annually, (y) after the occurrence of a Covenant Trigger Event and prior to the subsequent
occurrence of a Covenant Recovery Event, semi-annually, or (z) following the occurrence and during
the continuation of an Event of Default, more frequently at Collateral Agent’s reasonable request.





	 	 	 
	 
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SECTION 9.03 Borrowing Base-Related Reports. The Borrowers shall deliver or cause to be delivered
(at the expense of the Borrowers) to the Collateral Agent and the Funding Agent the following (and
the Funding Agent shall make available to the Lenders, on the Platform or otherwise, in accordance
with its customary procedures):





     (a) in no event less frequently than fifteen (15) days after (x) the Closing Date, and (y)
thereafter, the end of each month for the month most recently ended (or, if such day is not a
Business Day, the next succeeding Business Day), a Borrowing Base Certificate from the
Administrative Borrower accompanied by such supporting detail and documentation as shall be
requested by the Collateral Agent in its Permitted Discretion, provided, that after the
occurrence of a Covenant Trigger Event and until the occurrence of a corresponding Covenant
Recovery Event, Administrative Borrower shall deliver additional weekly roll-forward of Accounts
referenced in paragraph (b)(i) below (both consolidated and segregated by Borrower (or Borrowing
Base Guarantor) and region) within five (5) Business Days after the end of each calendar week,
and, if requested by the Collateral Agent or the Required Lenders, a Borrowing Base Certificate
reflecting such updated Account information (prepared weekly) within five (5) Business Days after
the end of each calendar week, or more frequent Borrowing Base Certificates reflecting shorter
periods as reasonably requested by the Collateral Agent. Each Borrowing Base Certificate shall
reflect all information through the end of the appropriate period for Borrower and each Borrowing
Base Guarantor, both in consolidated form and segregated by Borrower (or Borrowing Base
Guarantor) and region. In addition, the Administrative Borrower shall promptly (and in any event
within five (5) Business Days) provide to the Collateral Agent and the Funding Agent an updated
Borrowing Base Certificate after the occurrence of an event (including a casualty event, a sale
or other disposition, or any other event resulting in the ineligibility of Accounts or Inventory
that are included as Eligible Accounts or Eligible Inventory in the most recently delivered
Borrowing Base Certificate) which causes such Accounts or Inventory in excess of $75 million
included in such Borrowing Base no longer to be Eligible Accounts or Eligible Inventory;




     (b) upon request by the Collateral Agent, and in no event less frequently than thirty (30)
days after the end of (i) each month, a monthly trial balance showing Accounts outstanding aged
from statement date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more,
accompanied by a comparison to the prior month’s trial balance and such supporting detail and
documentation as shall be requested by the Collateral Agent in its Permitted Discretion and (ii)
each month, a summary of Inventory by location and type (differentiating raw materials,
work-in-process, and finished goods) accompanied by such supporting detail and documentation as
shall be requested by the Collateral Agent in its Permitted Discretion; and




     (c) such other reports, statements and reconciliations with respect to the Borrowing Base or
Collateral of any or all Loan Parties as the Collateral Agent shall from time to time request in
its Permitted Discretion.



     The delivery of each certificate and report or any other information delivered pursuant to
this Section 9.03 shall constitute a representation and warranty by the Borrowers that the statements and information contained therein are true and correct in all material respects on
and as of the date referred to therein.




	 	 	 
	 
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SECTION 9.04 Rescission of Activation Notice. Notwithstanding any of the provisions of Section
9.01 to the contrary, after Collateral Agent has delivered an Activation Notice and upon
delivery of a certificate by a Financial Officer of the Administrative Borrower to the Collateral
Agent certifying that a Cash Dominion Recovery Event has occurred with respect to the outstanding
Cash Dominion Trigger Event, the Collateral Agent shall rescind the Activation Notice by written
notice, as necessary, to the applicable Concentration Account Banks and any such other banks to
which Collateral Agent had issued such Activation Notice and following such rescission the Cash
Management System shall be operated as if no such Activation Notice had been given.




ARTICLE X.




THE FUNDING AGENT AND THE COLLATERAL AGENT



SECTION 10.01 Appointment and Authority. Each of the Lenders and the Issuing Bank hereby
irrevocably appoints LaSalle Business Credit, LLC to act on its behalf as the Funding Agent and the
Collateral Agent hereunder and under the other Loan Documents and authorizes such Agents to take
such actions on its behalf and to exercise such powers as are delegated to such Agents by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
Each of the Canadian Lenders hereby irrevocably appoints AMRO Bank N.V., acting through its
Canadian branch, to act on its behalf as the Canadian Funding Agent hereunder and under the other
Loan Documents and authorizes such Canadian Funding Agent to take such actions on its behalf and to
exercise such powers as are delegated to such Canadian Funding Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Funding Agent, the Collateral Agent,
the Canadian Funding Agent, the other Agents, the Lenders and the Issuing Bank, and neither
Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions.



SECTION 10.02 Rights as a Lender. Each person serving as an Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include each person serving as an Agent
hereunder in its individual capacity. Such person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with any Borrower or other Loan Party, or any Subsidiary or other
Affiliate thereof, as if such person were not an Agent hereunder and without any duty to account
therefor to the Lenders.




SECTION 10.03 Exculpatory Provisions.





     (a) No Agent shall have any duties or obligations except those expressly set forth herein
and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:



          (i) shall be subject to any fiduciary or other implied duties, regardless of whether a Default
has occurred and is continuing;





	 	 	 
	 
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          (ii) shall have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that such Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly provided for herein or in
the other Loan Documents); provided that such Agent shall not be required to take any
action that, in its judgment or the judgment of its counsel, may expose such Agent to liability or
that is contrary to any Loan Document or applicable Requirements of Law; and




          (iii) shall, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
any Borrower or other Loan Party or any of its Affiliates that is communicated to or obtained by
the person serving as such Agent or any of its Affiliates in any capacity.





     (b) No Agent shall be liable for any action taken or not taken by it (x) with the consent or
at the request of the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 11.02) or (y) in the absence of its own gross
negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default
unless and until notice describing such Default is given to such Agent by Administrative
Borrower, a Lender or the Issuing Bank.




     (c) No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in ARTICLE IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to such Agent. Without limiting the
generality of the foregoing, the use of the term “agent” in this Agreement with reference to the
Funding Agent or the Collateral Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable law. Instead, such term
us used merely as a matter of market custom and is intended to create or reflect only an
administrative relationship between independent contracting parties.


SECTION 10.04 Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper person. Each Agent also may rely upon any statement made to it orally
or by telephone and believed by it to have been made by the proper person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit, that by its terms must be




	 	 	 
	 
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fulfilled to the
satisfaction of a Lender or the Issuing Bank, the Funding Agent may presume that such condition is
satisfactory to such Lender or the Issuing Bank unless the Funding Agent shall have received notice
to the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the
issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel
for any Borrower or other Loan Party), independent accountants and other experts selected by it,
and shall not be liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.



SECTION 10.05 Delegation of Duties. Each Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through, or delegate any and
all such rights and powers to, any one or more sub-agents appointed by such Agent, including a
sub-agent which is a non-U.S. affiliate of such Agent; provided, that any such sub-agent of
Canadian Administrative Agent or Canadian Funding Agent shall be a Person complying with the
applicable requirements of Section 2.20. Each Agent and any such sub-agent may perform any
and all of its duties and exercise its rights and powers by or through their respective Related
Parties; provided, that any such sub-agent of Canadian Administrative Agent or Canadian
Funding Agent shall be a Person complying with the applicable requirements of Section 2.20.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related
Parties of each Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities
as Agent.



SECTION 10.06 Resignation of Agent. Each Agent may at any time give notice of its resignation to
the Lenders, the Issuing Bank and the Administrative Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the Administrative
Borrower, to appoint a successor, which (i) for an Agent other than the Canadian Funding Agent,
shall be a bank with an office in the United States, or an Affiliate of any such bank with an
office in the United States, (ii) in the case of the Canadian Funding Agent, shall be a bank that
is a Canadian Resident, and (iii) for the Funding Agent, shall be a commercial bank or other
financial institution having assets in excess of $1,000 million. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on
behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting the qualifications
set forth above provided that if the Agent shall notify Administrative Borrower and the Lenders
that no qualifying person has accepted such appointment, then such resignation shall nonetheless
become effective in accordance with such notice and (1) the retiring Agent shall be discharged from
its duties and obligations hereunder and under the other Loan
Documents (except that in the case of
any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuing Bank
under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such
collateral security as nominee until such time as a successor Collateral Agent is appointed) and
(2) all payments, communications and determinations provided to be made by, to or through an Agent
shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the
Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the
acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring (or retired)
Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan 


	 	 	 
	 
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Documents (if not already discharged therefrom as provided above in this
paragraph). The fees payable by the Borrowers to a successor Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After
the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of
this ARTICLE X and Section 11.03 shall continue in effect for the benefit of such
retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Agent was acting as Agent.



SECTION 10.07 Non-Reliance on Agent and Other Lenders. Each Lender and the Issuing Bank
acknowledges that it has, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Agreement. Each Lender further represents and warrants that it has
reviewed the Confidential Information Memorandum, Appraisals and initial Borrowing Base Certificate
and each other document made available to it on the Platform in connection with this Agreement and
has acknowledged and accepted the terms and conditions applicable to the recipients thereof. Each
Lender and the Issuing Bank also acknowledges that it will, independently and without reliance upon
any Agent or any other Lender and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.



SECTION 10.08 No Other Duties, etc. Notwithstanding anything to the contrary contained herein, none
of the Joint Bookmanagers, Joint Lead Arrangers, Syndication Agent, or Documentation Agents listed
on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, a Lender or the Issuing
Bank hereunder.



SECTION 10.09 Indemnification. The Lenders severally agree to indemnify each Agent in its capacity as such (to the extent
not reimbursed by the Borrowers or the Guarantors and without limiting the obligation of the
Borrowers or the Guarantors to do so), ratably according to their respective outstanding Loans and
Commitments in effect on the date on which indemnification is sought under this Section
10.09 (or, if indemnification is sought after the date upon which all Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance with such outstanding
Loans and Commitments as in effect immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (whether before or after the payment of
the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or
arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent under or in connection with any of the foregoing;
provided, that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from




	 	 	 
	
 

	 	
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such Agent’s gross negligence or willful misconduct. The
agreements in this Section 10.09 shall survive the payment of the Loans and all other
amounts payable hereunder.



SECTION 10.10 Overadvances. The Funding Agent shall not, without the prior consent of the Required
Lenders, make (and shall use its reasonable best efforts to prohibit the Issuing Banks and
Swingline Lenders, as applicable, from making) any Revolving Loans or provide any Letters of Credit
to the Borrowers on behalf of Lenders intentionally and with actual knowledge that such Revolving
Loans, Swingline Loans, or Letters of Credit would either (i) cause the Total Revolving Exposure to
exceed the lesser of (a) the Total Borrowing Base, and (b) the total Revolving Commitments, (ii)
cause the Total Adjusted Revolving Exposure to exceed the Total Adjusted Borrowing Base, (iii)
cause Total U.S./European Revolving Exposure to exceed the Total U.S./European Commitment at such
time, (iv) cause Total Canadian Revolving Exposure to exceed the Total Canadian Commitment at such
time, or (v) be made when one or more of the other conditions precedent to the making of Loans
hereunder cannot be satisfied, except that Funding Agent may make (or cause to be made) such
additional Revolving Loans or Swingline Loans or provide such additional Letters of Credit on
behalf of Lenders (each an “Overadvance” and collectively, the “Overadvances”), intentionally and
with actual knowledge that such Loans or Letters of Credit will be made without the satisfaction of
the foregoing conditions precedent, if the Funding Agent deems it necessary or advisable in its
discretion to do so, provided, that: (a) the total principal amount outstanding at any time
of the Overadvances to the Borrowers which Funding Agent may make or provide (or cause to be made
or provided) after obtaining such actual knowledge that the conditions precedent have not been
satisfied, shall not exceed the amount equal to 5% of the U.S. Borrowing Base and shall not,
without the consent of all Lenders, cause (i) total Revolving Exposure to exceed the Revolving
Commitments of all of the Lenders, or the Revolving Exposure of a Lender to exceed such Lender’s
Revolving Commitment, (ii) the Total U.S./European Revolving Exposure to exceed the Total
U.S./European Commitment of all of the Lenders, or such Lender’s Pro Rata Percentage of the Total
U.S./European Revolving Exposure to exceed such Lender’s U.S./European Commitment, or (iii) the
Total Canadian Revolving Exposure to exceed the Total Canadian Commitments of all of the Lenders, or the Canadian
Exposure of a Lender to exceed such Lender’s Canadian Commitment, (b) without the consent of all
Lenders, (i) no Overadvance shall be outstanding for more than sixty (60) days and (ii) after all
Overadvances have been repaid, Funding Agent shall not make any additional Overadvance unless sixty
(60) days or more have elapsed since the last date on which any Overadvance was outstanding and (c)
Funding Agent shall be entitled to recover such funds, on demand from the applicable Borrower
together with interest thereon for each day from the date such payment was due until the date such
amount is paid to Funding Agent at the interest rate provided for in Section 2.06(h). Each
Lender of the applicable Class shall be obligated to pay Funding Agent the amount of its Pro Rata
Percentage of any such Overadvance, provided, that such Funding Agent is acting in
accordance with the terms of this Section 10.10.



SECTION 10.11 Concerning the Collateral and the Related Loan Documents. Each Lender authorizes and
directs Agents to enter into this Agreement and the other Loan Documents, including the
Intercreditor Agreement. Each Lender agrees that any action taken by Agents or Required Lenders in
accordance with the terms of this Agreement or the other Loan Documents, including the
Intercreditor Agreement, and the exercise by Agents or Required




	 	 	 
	
 

	 	
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Lenders of their respective powers
set forth therein or herein, together with such other powers that are reasonably incidental
thereto, shall be binding upon all of the Lenders.



SECTION 10.12 Release. Each Lender and each Issuer hereby releases each Agent acting on its behalf
pursuant to the terms of this Agreement or any other Loan Document from the restrictions of Section
181 of the German Civil Code (Bürgerliches Gesetzbuch) (restriction on self-dealing).



SECTION 10.13 Acknowledgment of Security Trust Deed. Each Lender acknowledges the terms of the
Security Trust Deed and, in particular, the terms, basis and limitation on which the Collateral
Agent holds the “Transaction Security” (as defined therein) and specifically agrees and accepts (i)
such terms, basis and limitation; (ii) that the Collateral Agent shall, as trustee, have only those
duties, obligations and responsibilities expressly specified in the Security Trust Deed; (iii) the
limitation and exclusion of the Collateral Agent’s liability as set out therein; and (iv) all other
provisions of the Security Trust Deed as if it were a party thereto.




ARTICLE XI.




MISCELLANEOUS




SECTION 11.01 Notices.





     (a) Generally. Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in paragraph (b) below), all notices
and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows:




     (i) if to any Loan Party, to Administrative Borrower at:




Novelis Inc.

3399 Peachtree Road NE, Suite 1500

Atlanta, GA 30326

Attention: Orville Lunking, Treasurer

Telecopier No.: 404-814-4200

Email: orville.lunking@novelis.com




     with a copy to:




Novelis Inc.

3399 Peachtree Road NE, Suite 1500

Atlanta, GA 30326

Attention: Leslie J. Parrette, Jr.

Telecopier No.: 404-814-4272

Email: les.parrette@novelis.com




	 	 	 
	
 

	 	
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if to the Funding Agent or the Collateral Agent, to it at:




LaSalle Business Credit, LLC

135 South LaSalle Street, Suite 425

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 312-904-6450





     with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100

Chicago, IL 60606

Attention: Seth E. Jacobson

Telecopier No.: (312) 407-8511

Phone No.: (312) 407-0889




     (ii) if to the U.S. Swingline Lender, to it at:




ABN AMRO Bank N.V.

135 South LaSalle Street, Suite 425

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 312-904-6450





     with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100

Chicago, IL 60606

Attention: Seth E. Jacobson

Telecopier No.: (312) 407-8511

Phone No.: (312) 407-0889




     (iii) if to the U.S. Issuing Bank, to it at:




ABN AMRO Bank N.V.

540 West Madison, 26th Floor

Chicago, IL 60661

Attention: Trade Services

Telecopier No.: 312-780-0828




	 	 	 
	
 

	 	
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     with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100

Chicago, IL 60606

Attention: Seth E. Jacobson

Telecopier No.: (312) 407-8511

Phone No.: (312) 407-0889




     (iv) if to a Lender, to it at its address (or telecopier number) set forth in its
Administrative Questionnaire;




     (v) if to the Canadian Funding Agent or Canadian Issuing Bank, to it at:




ABN AMRO Bank N.V.

79 Wellington Street West

TD Waterhouse Tower, 15th Floor

Toronto, ON M5K 1G8

Canada




     for commitments, covenants, extensions of maturity dates, and general matters:




Attention: Daniel Cabrera

Telecopier No.: (416) 367-7937




     for financial information and reporting:




Attention: Daniel Cabrera and Phoebe Kokulakanthan

Telecopier No.: (416) 367-7937




     for loans, interest and fees:




Attention: Carole Floyd

Telecopier No.: (312) 601-3610





Attention: Loan Administration

Telecopier No.: (416) 367-1485




     In each case with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100

Chicago, IL 60606

Attention: Seth E. Jacobson

Telecopier No.: (312) 407-8511

Phone No.: (312) 407-0889




     (vi) if to the European Issuing Bank, to it at:






	 	 	 
	 

	 	
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ABN AMRO Bank N.V., Zurich Branch

Beethovenstrasse 33

P.O. Box 2065

CH-8022 Zurich

Switzerland

Attention: Margot Kuesters and Annette Schmid

Telecopier No.: +41 44 631 41 80




     with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100

Chicago, IL 60606

Attention: Seth E. Jacobson

Telecopier No.: (312) 407-8511

Phone No.: (312) 407-0889


Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next Business Day for the recipient).
Notices delivered through electronic communications to the extent provided in paragraph (b) below,
shall be effective as provided in said paragraph (b).





     (b) Electronic Communications. Notices and other communications to the Lenders and
the Issuing Bank hereunder may (subject to Section 11.01(d)) be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Funding Agent; provided that the foregoing shall not apply to
notices to any Lender or Issuing Bank pursuant to ARTICLE II if such Lender or Issuing
Bank, as applicable, has notified the Funding Agent that it is incapable of receiving notices
under such Article by electronic communication. The Funding Agent, the Collateral Agent or Administrative Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it
(including as set forth in Section 11.01(d)); provided that approval of such
procedures may be limited to particular notices or communications.



     Unless the Funding Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement); provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor.





	 	 	 
	 

	 	
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     (c) Change of Address, Etc. Any party hereto may change its address or telecopier
number for notices and other communications hereunder by notice to the other parties hereto.




     (d) Posting. Each Loan Party hereby agrees that it will provide to the Funding
Agent all information, documents and other materials that it is obligated to furnish to the
Funding Agent pursuant to this Agreement and any other Loan Document, including all notices,
requests, financial statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) relates to a request for a new, or a
conversion of an existing, Borrowing or other extension of credit (including any election of an
interest rate or interest period relating thereto), (ii) relates to the payment of any principal
or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides
notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any
condition precedent to the effectiveness of this Agreement and/or any borrowing or other
extension of credit hereunder (all such non-excluded communications, collectively, the
“Communications”), by transmitting the Communications in an electronic/soft medium in a format
reasonably acceptable to the Funding Agent at peter.walther@abnamro.com or at such other
e-mail address(es) provided to Administrative Borrower from time to time or in such other form,
including hard copy delivery thereof, as the Funding Agent shall reasonably require. Nothing in
this Section 11.01(d) shall prejudice the right of the Agents, any Lender or any Loan
Party to give any notice or other communication pursuant to this Agreement or any other Loan
Document in any other manner specified in this Agreement or any other Loan Document.



     To the extent consented to by the Funding Agent from time to time, Funding Agent agrees that
receipt of the Communications by the Funding Agent at its e-mail address(es) set forth above shall
constitute effective delivery of the Communications to the Funding Agent for purposes of the Loan
Documents; provided that Administrative Borrower shall also deliver to the Funding Agent an
executed original of each Compliance Certificate and an executed copy (which may be by pdf or
similar electronic transmission) of each notice or request of the type described in clauses (i)
through (iv) of paragraph (d) above required to be delivered hereunder.



     Each Loan Party further agrees that Funding Agent may make the Communications available to the
Lenders by posting the Communications on Intralinks or a substantially similar electronic
transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The
Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the
Platform and expressly disclaim liability for errors or omissions in the communications. No
warranty of any kind, express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by any Agent in connection with the
Communications or the Platform. In no event shall the Funding Agent or any of its Related Parties
have any liability to the Loan Parties, any Lender or any other person for damages of any kind,
including direct or indirect, special, incidental or consequential damages, losses or expenses
(whether in tort, contract or otherwise) arising out of any Loan Party’s or the Funding Agent’s
transmission of communications through the Internet, except to the extent the liability of such
person is found in a final non-appealable judgment by a court of competent jurisdiction to have
resulted from such person’s gross negligence or willful misconduct.





	 	 	 
	 

	 	
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SECTION 11.02 Waivers; Amendment.





     (a) Generally. No failure or delay by any Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of
each Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by this Section
11.02, and then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. Without limiting the generality of the foregoing, the making of
a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether any Agent, any Lender or the Issuing Bank may have had notice or knowledge
of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any
Loan Party to any other or further notice or demand in similar or other circumstances.




     (b) Required Consents. Subject to the terms of the Intercreditor Agreement and to
Section 11.02(c) and (d), neither this Agreement nor any other Loan Document nor
any provision hereof or thereof may be waived, amended, supplemented or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing entered into by the
Borrowers and the Required Lenders (or by the Funding Agent with the written consent of the
Required Lenders) or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Funding Agent, the Collateral Agent (in the case of any
Security Document) and the Loan Party or Loan Parties that are party thereto, in each case with
the written consent of the Required Lenders; provided that no such agreement shall be
effective if the effect thereof would:



          (i) increase the Commitment of any Lender without the written consent of such Lender (it being
understood that no amendment, modification, termination, waiver or consent with respect to any
condition precedent, covenant or Default shall constitute an increase in the Commitment of any
Lender);




          (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon (other than interest pursuant to Section 2.06(f)), or reduce any Fees payable
hereunder, or change the form or currency of payment of any Obligation, without the written consent
of each Lender directly affected thereby;




          (iii) (A) change the scheduled final maturity of any Loan, (B) postpone the date for payment
of any Reimbursement Obligation or any interest or fees payable hereunder, (C) change the amount
of, waive or excuse any such payment (other than waiver of any increase in the interest rate
pursuant to Section 2.06(f)), or (D) postpone the scheduled date of expiration of any Commitment or any Letter of Credit beyond the Final Maturity Date, in any case, without
the written consent of each Lender directly affected thereby;





	 	 	 
	 

	 	213














 








          (iv) increase the maximum duration of Interest Periods hereunder, without the written consent
of each Lender directly affected thereby;




          (v) permit the assignment or delegation by any Borrower of any of its rights or obligations
under any Loan Document, without the written consent of each Lender;




          (vi) except pursuant to the Intercreditor Agreement, release Holdings or all or substantially
all of the Subsidiary Guarantors from their Guarantees (except as expressly provided in this
Agreement or as otherwise expressly provided by any such Guarantee), or limit their liability in
respect of such Guarantees, without the written consent of each Lender;




          (vii) except pursuant to the Intercreditor Agreement or the express terms hereof, release all
or a substantial portion of the Collateral from the Liens of the Security Documents or alter the
relative priorities of a material portion of the Secured Obligations entitled to the Liens of the
Security Documents, in each case without the written consent of each Lender (it being understood
that additional Classes of Loans or increases in the Loans consented to by the Required Lenders or
additional Classes of Loans or increases in the Loans pursuant to Section 2.23 may be
equally and ratably secured by the Collateral with the then existing Secured Obligations under the
Security Documents;




          (viii) change Section 2.14(b), (c) or (d) in a manner that would alter
the pro rata sharing of payments or setoffs required thereby or any other provision in a manner
that would alter the pro rata allocation among the Lenders of Loan disbursements, including the
requirements of Section 2.02(a), Section 2.17(g) and Section 2.18(d),
without the written consent of each Lender directly affected thereby (it being understood that
additional Classes of Loans or Loans pursuant to Section 2.23 or consented to by the
Required Lenders may be equally and ratably secured by the Collateral with the then existing
Secured Obligations under the Security Documents) and may share payments and setoffs ratably with
other Loans);




          (ix) change any provision of this Section 11.02(b), (c), or (d),
without the written consent of each Lender directly affected thereby (except for additional
restrictions on amendments or waivers for the benefit of Lenders of additional Classes of Loans or
Loans pursuant to Section 2.23 or consented to by the Required Lenders);




          (x) change the percentage set forth in the definition of “Required Lenders” or “Supermajority
Lenders” or any other provision of any Loan Document (including this Section) specifying
the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify
any rights thereunder or make any determination or grant any consent thereunder, without the
written consent of each Lender (or each Lender of such Class, as the case may be), other than to
increase such percentage or number or to give any additional Lender or group of Lenders such right
to waive, amend or modify or make any such determination or grant any such consent;




          (xi) change the application of payments as among or between Classes under Section
2.10(h), Section 8.03 or Section 9.01(e) without the written consent of the
Required Class Lenders of each Class that is being allocated a lesser prepayment as a result thereof
(it being understood that the Required Lenders may waive, in whole or in part, any prepayment so





	 	 	 
	 

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long as the application, as between Classes, of any portion of such prepayment that is still
required to be made is not changed and, if additional Loans or Classes of Loans under this
Agreement consented to by the Required Lenders or additional Loans pursuant to Section 2.23
are made, such new loans may be included on a pro rata basis in the various payments required
pursuant to Section 2.10(h), Section 8.03, and Section 9.01(e));




          (xii) change or waive any provision of ARTICLE X as the same applies to any Agent, or
any other provision hereof as the same applies to the rights or obligations of any Agent, in each
case without the written consent of such Agent;




          (xiii) change or waive any obligation of the Lenders relating to the issuance of or purchase
of participations in Letters of Credit, without the written consent of the Funding Agent and each
relevant Issuing Bank;




          (xiv) change or waive any provision hereof relating to Swingline Loans (including the
definition of “European Swingline Commitment”), without the written consent of each relevant
Swingline Lender; or




          (xv) change the criteria set forth in the definitions of “Eligible Accounts” or “Eligible
Inventory” or increase the applicable advance rates which, in either case, has the effect of making
more credit available without the written consent of the Supermajority Lenders.



provided, further, that





     (1) any waiver, amendment or modification prior to the completion of the primary
syndication of the Commitments and Loans (as determined by the Arrangers) may not be
effected without the written consent of the Arrangers; and




     (2) any waiver, amendment or modification of the Intercreditor Agreement (and any
related definitions) may be effected by an agreement or agreements in writing entered into
among the Collateral Agent, the Funding Agent, the Term Loan Collateral Agent and the Term
Loan Administrative Agent (in each case with the consent of the Required Lenders but without
the consent of any Loan Party, so long as such amendment, waiver or modification does not
impose any additional duties or obligations on the Loan Parties or alter or impair any right
of any Loan Party under the Loan Documents).




     (c) Collateral. Without the consent of any other person, the applicable Loan Party
or Parties and the Funding Agent and/or Collateral Agent may (in its or their respective sole
discretion, or shall, to the extent required by any Loan Document) enter into any amendment or
waiver of any Loan Document, or enter into any new agreement or instrument, to effect the
granting, perfection, protection, expansion or enhancement of any security interest in any
Collateral or additional property to become Collateral for the benefit of the Secured Parties, or
as required by local law to give effect to, or protect any security interest for the benefit of
the Secured Parties, in any property or so that the security interests therein comply with
applicable Requirements of Law.




     (d) Dissenting Lenders. If, in connection with any proposed change, waiver,
discharge or termination of the provisions of this Agreement as contemplated by Section




	 	 	 
	 

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11.02(b), the consent of the Required Lenders is obtained but the consent of one or more of
such other Lenders whose consent is required is not obtained, then the Borrowers shall have the
right, upon notice by the Administrative Borrower to such Lender and the Funding Agent, to
replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all
non-consenting Lenders are so replaced) with one or more persons pursuant to Section 2.16
so long as at the time of such replacement each such new Lender consents to the proposed change,
waiver, discharge or termination. Each Lender agrees that, if the Borrowers elect to replace
such Lender in accordance with this Section, it shall promptly execute and deliver to the
Funding Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver
to the Funding Agent any Note (if Notes have been issued in respect of such Lender’s Loans)
subject to such Assignment and Assumption; provided that the failure of any such
non-consenting Lender to execute an Assignment and Assumption shall not render such sale and
purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the
Register.




     (e) Holdings Amalgamation and Increased Commitments. Notwithstanding the foregoing,
the Funding Agent and the Borrowers (without the consent of any Lenders) may amend or amend and
restate this Agreement and the Loan Documents if necessary or advisable in connection with or to
effectuate (i) the Permitted Holdings Amalgamation and (ii) any increase in Commitments
contemplated by Section 2.23.



SECTION 11.03 Expenses; Indemnity; Damage Waiver.





     (a) Costs and Expenses. The Administrative Borrower shall pay or cause the
applicable Loan Party to pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Canadian Administrative Agent, the Funding Agent, the Canadian Funding
Agent, the Collateral Agent, the Arrangers, and their respective Affiliates (including the
reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Canadian
Administrative Agent, the Funding Agent, the Canadian Funding Agent, and/or the Collateral Agent,
expenses incurred in connection with due diligence, inventory appraisal and collateral audit and
reporting fees, travel, courier, reproduction, printing and delivery expenses, and the obtaining
and maintaining of CUSIP numbers for the Loans) in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents, including any Inventory Appraisal,
or in connection with any amendment, amendment and restatement, modification or waiver of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), including in connection with post-closing searches to confirm that
security filings and recordations have been properly made, (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder, (iii) all out-of-pocket
expenses incurred by the Administrative Agent, the Canadian Administrative Agent, the Funding
Agent, the Canadian Funding Agent, the Collateral Agent, any Lender, the Issuing Bank or any
Receiver (including the fees, charges and disbursements of any counsel for the Administrative Agent, the Canadian Administrative
Agent, the Funding Agent, the Canadian Funding Agent, the Collateral Agent, any Lender, the
Issuing Bank or any Receiver), in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the other Loan Documents, including its rights




	 	 	 
	 

	 	216














 







under this
Section 11.03, (B) in enforcing, preserving and protecting, or attempting to enforce,
preserve or protect its interests in the Collateral or (C) in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of Credit and (iv) all
documentary and similar taxes and charges in respect of the Loan Documents.




     (b) Indemnification by Borrower. Each Loan Party shall indemnify the Administrative
Agent (and any sub-agent thereof), the Canadian Administrative Agent (and any sub-agent thereof),
the Collateral Agent (and any sub-agent thereof), the Funding Agent (and any sub-agent thereof),
the Canadian Funding Agent (and any sub-agent thereof), each Lender and Receiver and the Issuing
Bank, and each Related Party of any of the foregoing persons (each such person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all reasonable
out-of-pocket losses, claims, damages, liabilities and related expenses (including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party
arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document, or any amendment, amendment and restatement, modification or
waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal
by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or Release or threatened Release of Hazardous
Materials on, at, under or from any property owned, leased or operated by any Company at any
time, or any Environmental Claim related in any way to any Company, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by any
Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any
Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such
Loan Party has obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE
INTENTION OF THE LOAN PARTIES, AND THE LOAN PARTIES AGREE, THAT THE FOREGOING INDEMNITIES SHALL
APPLY TO EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND
RELATED EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION
THEREFOR), WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER)
INDEMNITEE.




	 	 	 
	 

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     (c) Reimbursement by Lenders. To the extent that any Loan Party for any reason
fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section
11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), Canadian
Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Funding Agent (or any
sub-agent thereof), the Canadian Funding Agent (or any sub-agent thereof), the Issuing Bank, the
Swingline Lender or any Receiver or any Related Party of any of the foregoing, each Lender
severally agrees to pay to the Administrative Agent (or any such sub-agent), the Canadian
Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof),
the Funding Agent (or any such sub-agent), the Canadian Funding Agent (or any sub-agent thereof),
the Issuing Bank, the Swingline Lender, such Receiver or such Related Party, as the case may be,
such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent (or any such sub-agent), the Canadian
Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof),
the Funding Agent (or any such sub-agent), the Canadian Funding Agent (or any such sub-agent),
the Swingline Lender, the Issuing Bank or the Receiver, in each case in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative Agent (or any
such sub-agent), the Canadian Administrative Agent (or any such sub-agent), the Collateral Agent
(or any sub-agent thereof), the Funding Agent (or any such sub-agent), the Canadian Funding Agent
(or any such sub-agent), the Swingline Lender, the Issuing Bank or the Receiver in connection
with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the
provisions of Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be
determined based upon its share of the sum of the total Revolving Exposure and unused Commitments
at the time.




     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable Requirements of Law, no Loan Party shall assert, and each Loan Party hereby waives,
any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b)
above shall be liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or
the transactions contemplated hereby or thereby.




     (e) Payments. All amounts due under this Section shall be payable not later
than three (3) Business Days after demand therefor accompanied by reasonable particulars of
amounts due.




	 	 	 
	 

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SECTION 11.04 Successors and Assigns.





     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Loan Party may (except as a result of a transaction
expressly permitted by Section 6.05(c) or (e)) assign or otherwise transfer any
of its rights or obligations hereunder without the prior written consent of the Administrative
Agent, the Canadian Administrative Agent, the Collateral Agent, the Funding Agent, the Canadian
Funding Agent, each Issuing Bank, each Swingline Lender and each Lender and no Lender may assign
or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee in accordance with the provisions of paragraph (b) of this Section 11.04, (ii)
by way of participation in accordance with the provisions of paragraph (d) of this Section
11.04 or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of paragraph (f) of this Section (and any other attempted assignment or
transfer by any Borrower or any Lender shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in paragraph (d) of this Section and, to the extent expressly contemplated
hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason
of this Agreement.




     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans at the time owing to it); provided that



          (i) except in the case of any assignment made in connection with the primary syndication of
the Commitment and Loans by the Arrangers up to three (3) months after the Closing Date or an
assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the
time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in
effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with respect to such assignment
is delivered to the Funding Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall be an integral multiple of $1.0 million and not less than
$5.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving
Commitments, unless each of the Funding Agent and, so long as no Event of Default has occurred and
is continuing, Administrative Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed);




          (ii) each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the
Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all
or a portion of its rights and obligations among separate Classes on a non-pro rata basis; and





	 	 	 
	 

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          (iii) the parties to each assignment shall execute and deliver to the Funding Agent an
Assignment and Assumption, together with a processing and recordation fee of $3,500, and the
Eligible Assignee, if it shall not be a Lender, shall deliver to the Funding Agent an
Administrative Questionnaire.



Subject to acceptance and recording thereof by the Funding Agent pursuant to paragraph (c) of this
Section 11.04, from and after the effective date specified in each Assignment and
Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but
shall continue to be entitled to the benefits of Section 2.06(j), Section 2.12,
Section 2.13, Section 2.15, Section 2.16, Section 2.21, Section
7.10 and Section 11.03 with respect to facts and circumstances occurring prior to the
effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section 11.04. In the event of a transfer by novation of all or
part of its rights and obligations under this Agreement by a Lender, such Lender expressly reserves
the rights, powers, privileges and actions that it enjoys under any Security Documents governed by
French law in favor of its Eligible Assignee, in accordance with the provisions of article 1278 et
seq. of the French Code civil.





     (c) Register. The Funding Agent, acting solely for this purpose as an agent of the
Borrowers, shall, at all times while the Loans and LC Disbursements (or any of them) are
outstanding, maintain at one of its offices a copy of each Assignment and Assumption delivered to
it and a register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive, and the Borrowers, the Funding Agent, the Issuing Bank and the Lenders shall
treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrowers, the Issuing Bank, the Collateral
Agent, the Swingline Lender and any Lender (with respect to its own interest only), at any
reasonable time and from time to time upon reasonable prior notice. The requirements of this
Section 11.04(c) are intended to result in any and all Loans and LC Disbursements being
in “registered form” for purposes of Section 871, Section 881 and any other applicable provision
of the Code, and shall be interpreted and applied in a manner consistent therewith.




     (d) Participations. Except to the extent that participations are limited by
Section 11.04(h), any Lender may at any time, without the consent of, or notice to, any
Borrower (other than Swiss Borrower to the extent provided in Section 11.04(h)), the
Funding Agent, the Issuing Bank or the Swingline Lender, sell participations to any person (other
than a natural person or any Borrower, any of any Borrower’s or any other Company’s Affiliates or




	 	 	 
	 

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Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or
obligations under this Agreement (including all or a portion of its Commitment and/or the Loans
owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) each Loan Party, the Funding Agent and the
Lenders and Issuing Bank shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause (i), (ii) or (iii)
of the first proviso to Section 11.02(b) that affects such Participant. Subject to
paragraph (e) of this Section, each Borrower agrees that each Participant shall be entitled
to the benefits of Section 2.06(j), Section 2.12, Section 2.13, Section
2.15, Section 2.16, Section 2.21, and Section 7.10 (subject to the
requirements of those Sections) to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 11.08 as though
it were a Lender, provided such Participant agrees to be subject to such sections (as applicable)
as though it were a Lender.




     (e) Limitations on Participant Rights. A Participant shall not be entitled to
receive any greater payment under Section 2.06(j), Section 2.12, Section
2.13, Section 2.15, Section 2.16, Section 2.21, and Section
7.10 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant
is made with Administrative Borrower’s prior written consent.




     (f) Certain Pledges. Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. In the case of any Lender that is a fund that invests in bank loans, such Lender may,
without the consent of any Loan Party or the Funding Agent, collaterally assign or pledge all or
any portion of its rights under this Agreement, including the Loans and Notes or any other
instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for,
or any other representative of holders of, obligations owed or securities issued, by such fund,
as security for such obligations or securities.




     (g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable Requirement of Law, including the Federal Electronic Signatures in


 
	 	 	 
	 

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Global and National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions Act.




     (h) Successors and Assigns of a Loan to Swiss Borrower.



               (i) Notwithstanding anything in Sections 11.04(a) — (g), but only so
long as
no Event of Default shall have occurred and is continuing, no assignment or transfer of all or a
portion of any Lender’s rights and obligations under this Agreement (including all or a portion of
its Commitment or the Loans at the time owing to it, and including assignment by way of security,
novation or sub-participations) to a Swiss Non-Qualifying Bank shall be made without the prior
written consent of the Swiss Borrower, except that such consent shall be given:




                    (1) if the transferee is an existing Lender; or



                    (2) if as a result of a change in Swiss Tax laws, a violation of
the Ten Non-Bank Regulations
and the Twenty Non-Bank Regulations no longer results in the imposition of Swiss stamp tax and/or
Swiss withholding tax; or



                    (3) if the transfer is exclusively of Canadian Commitments,
Canadian Revolving Loans and
Canadian LC Exposure.



               (ii) Any Lender that enters into a participation or sub-participation in relation to its
U.S./European Commitment or Loans in respect thereof shall ensure that, unless an Event of Default
shall have occurred and is continuing:




                    (1) the terms of such participations or sub-participation
agreement prohibit the participant
or sub-participant from entering into further sub-participation agreements (in relation to the
rights between it and such Lender) and transferring, assigning (including by way of security) or
granting any interest over the participant or sub-participation agreement, except in each case to a
person who is an existing Lender, but subject to the consent contained above in paragraph (i) of
this Section 11.04(h);



                    (2) the identity of the participant or sub-participant is
permitted to be disclosed to the
Swiss Federal Tax Administration by the Swiss Borrower;



                    (3) the participant or sub-participant enters into a unilateral
undertaking in favor of Swiss
Borrower to abide by the terms included in the participations or sub-participation agreement to
reflect this Section 11.04(h) and Section 2.21; and



                    (4) the terms of such participations or sub-participation
agreement oblige the participant or
sub-participant, in respect of any further sub-participation, assignment, transfer or grant, to
include, mutatis mutandis, the provisions of this Section, including a requirement that any
further sub-participant, assignee or grantee enters into such undertaking and abides by the terms
of Section 2.21.


Notwithstanding the foregoing clauses (1) — (4), unless an Event of Default shall have occurred
and is continuing, participations or sub-participations in relation to any Lender’s U.S./European
Commitment or Loans in respect thereof are not permitted unless (x) such participant or sub-




	 	 	 
	 

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participant is a Swiss Qualifying Bank, (y) the Administrative Borrower consents to such
participation or sub-participation or (z) the participation or sub-participation relates solely to
Canadian Commitments, Canadian Revolving Loans and Canadian LC Exposure.




               (iii) For the avoidance of doubt, nothing in Subsection (ii) above restricts any Lender,
participant or sub-participant from entering into any agreement with another person under which
payments are made by reference to this Agreement or to any hereto related participation or
sub-participation agreement (including without limitation credit default or total return swaps),
provided such agreement is not treated as a sub-participation for the purposes of the Ten
Non-Bank Regulations and the Twenty Non-Bank Regulations.



SECTION 11.05 Survival of Agreement. All covenants, agreements, representations and warranties made
by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the execution and delivery of
the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of
any investigation made by any such other party or on its behalf and notwithstanding that the
Agents, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The provisions of
Section 2.06(j), Section 2.12, Section 2.14, Section 2.15,
Section 2.16 , Section 2.21, Section 7.10 and ARTICLE X (other than
Section 10.10) shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the payment of
the Reimbursement Obligations, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.



 
	 	 	 
	 

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SECTION 11.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents, any separate letter agreements with respect to fees
payable to any Agent or the Arrangers, and any provisions of the Commitment Letter and the Fee
Letter that are explicitly stated to survive the execution and delivery of this Agreement (which
surviving obligations are hereby assumed by the Borrowers constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the
Funding Agent and when the Funding Agent shall have received counterparts hereof that, when taken
together, bear the signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.



SECTION 11.07 Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



SECTION 11.08 Right of Setoff. Subject to the Intercreditor Agreement, if an Event of Default shall
have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by applicable Requirements of Law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and other obligations
(in whatever currency) at any time owing by such Lender, the Issuing Bank or any such Affiliate to
or for the credit or the account of any Borrower or any other Loan Party against any and all of the
obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or
any other Loan Document to such Lender or the Issuing Bank, irrespective of whether or not such
Lender or the Issuing Bank shall have made any demand under this Agreement or any other Loan
Document and although such obligations of such Borrower or such Loan Party may be contingent or
unmatured or are owed to a branch or office of such Lender or the Issuing Bank different from the
branch or office holding such deposit or obligated on such indebtedness. The rights of each
Lender, the Issuing Bank and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank
or their respective Affiliates may have. Each Lender and the Issuing Bank agrees to notify the
Administrative Borrower and the Funding Agent promptly after any such setoff and application;
provided that the failure to give such notice shall not affect the validity of such setoff
and application.



SECTION 11.09 Governing Law; Jurisdiction; Consent to Service of Process.



 
	 	 	 
	 

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     (a) Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York, without regard to conflicts of law principles that
would require the application of the laws of another jurisdiction.




     (b) Submission to Jurisdiction. Each Loan Party hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and 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 such New York State court or, to the fullest extent
permitted by applicable law, in such Federal court. Each of the parties hereto agrees that 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. Nothing in this
Agreement or any other Loan Document shall affect any right that the Funding Agent, the Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any Loan Party or its properties in the courts of
any jurisdiction.




     (c) Waiver of Venue. Each Loan Party hereby irrevocably and unconditionally waives,
to the fullest extent permitted by applicable Requirements of Law, any objection which 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 or any other Loan Document in any court referred to in Section
11.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by applicable Requirements of Law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.




     (d) Service of Process. Each party hereto irrevocably consents to service of
process in any action or proceeding arising out of or relating to any Loan Document, in the
manner provided for notices (other than telecopier, e-mail or other electronic communication) in
Section 11.01. Each Loan Party hereby irrevocably designates, appoints and empowers CSC
Corporation, 1133 Ave of the Americas, Suite 3100, New York, New York, 10036 (telephone no:
212-299-5600) (telecopy no: 212-299-5656) (electronic mail address: jbudhu@cscinfo.com) (the
“Process Agent”), in the case of any suit, action or proceeding brought in the United States of
America as its designee, appointee and agent to receive, accept and acknowledge for and on its
behalf, and in respect of its property, service of any and all legal process, summons, notices
and documents that may be served in any action or proceeding arising out of or in connection with
this Agreement or any Loan Document Nothing in this Agreement or any other Loan Document will
affect the right of any party hereto to serve process in any other manner permitted by applicable
Requirements of Law.


SECTION 11.10 Waiver of Jury Trial. Each Loan Party hereby waives, to the fullest extent permitted
by applicable Requirements of Law, any right it may have to a trial by jury in any legal proceeding
directly or indirectly arising out of or relating to this Agreement, any other Loan Document or the
transactions contemplated hereby (whether based on contract, tort or any other theory). Each party
hereto (a) certifies that no representative, agent or attorney of any



	 	 	 
	 

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other party has represented,
expressly or otherwise, that such other party would not, in the event of litigation, seek to
enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement by, among other things, the mutual waivers and certifications
in this Section.




SECTION 11.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.



SECTION 11.12 Treatment of Certain Information; Confidentiality. Each of Administrative Agent, the
Canadian Administrative Agent, the Collateral Agent, the Funding Agent, the Canadian Funding Agent,
each other Agent, each Lender, and each Issuing Bank agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and
to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors
and other representatives (it being understood that the persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory authority purporting to
have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of
Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection
with the exercise of any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same
as those of this Section 11.12, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement,
(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to any Loan Party and its obligations or (iii) any rating agency for the purpose of
obtaining a credit rating applicable to any Lender, (g) with the consent of Administrative Borrower
or the applicable Loan Party or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to the Funding
Agent, any Lender, the Issuing Bank or any of their respective Affiliates on a nonconfidential
basis from a source other than the Loan Parties. For purposes of this Section,
“Information” means all information received from a Loan Party or any of its Subsidiaries relating
to the Loan Parties or any of their Subsidiaries or any of their respective businesses, other than
any such information that is available to the Funding Agent, any Lender or the Issuing Bank on a
nonconfidential basis prior to disclosure by any Loan Party or any of their Subsidiaries. Any
person required to maintain the confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to do so if such person has exercised the
same degree of care to maintain the confidentiality of such Information as such person would accord
to its own confidential information.



SECTION 11.13 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter
defined) and the Funding Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrowers and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrowers and the other Loan Parties,
which information includes the name, address and tax identification number of the



	 	 	 
	 

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Borrowers and the
other Loan Parties and other information regarding the Borrowers and the other Loan Parties that
will allow such Lender or the Funding Agent, as applicable, to identify the Borrowers and the other Loan Parties in
accordance with the Act. This notice is given in accordance with the requirements of the Act and
is effective as to the Lenders and the Funding Agent.



SECTION 11.14 Interest Rate Limitation. Notwithstanding anything to the contrary contained herein,
if at any time the interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable Requirements of Law
(collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may
be contracted for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable Requirements of Law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in
respect of such Loan but were not payable as a result of the operation of this Section
shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or
periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Interbank Rate to the date of repayment, shall have been
received by such Lender.



SECTION 11.15 Lender Addendum. Each Lender to become a party to this Agreement on the date hereof
shall do so by delivering to the Funding Agent a Lender Addendum duly executed by such Lender, the
Administrative Borrower and the Funding Agent.



SECTION 11.16 Obligations Absolute. To the fullest extent permitted by applicable Requirements of
Law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective
of:





     (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like of any Loan Party;




     (b) any lack of validity or enforceability of any Loan Document or any other agreement or
instrument relating thereto against any Loan Party;




     (c) any change in the time, manner or place of payment of, or in any other term of, all or
any of the Obligations, or any other amendment or waiver of or any consent to any departure from
any Loan Document or any other agreement or instrument relating thereto;




     (d) any exchange, release or non-perfection of any other Collateral, or any release or
amendment or waiver of or consent to any departure from any guarantee, for all or any of the
Obligations;




     (e) any exercise or non-exercise, or any waiver of any right, remedy, power or privilege
under or in respect hereof or any Loan Document; or




     (f) any other circumstances which might otherwise constitute a defense available to, or a
discharge of, the Loan Parties.



	 	 	 
	 

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SECTION 11.17 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein,
each Lender acknowledges that the Lien and security interest granted to the Collateral Agent
pursuant to the Security Documents and the exercise of any right or remedy by such Collateral Agent
thereunder are subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement and the Security Documents, the terms of
the Intercreditor Agreement shall govern and control.




SECTION 11.18 Judgment Currency.




     (a) Each Loan Party’s obligations hereunder and under the other Loan Documents to make
payments in the applicable Approved Currency (pursuant to such obligation, the “Obligation
Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any currency other than the Obligation Currency, except
to the extent that such tender or recovery results in the effective receipt by the Funding Agent
or the respective Lender of the full amount of the Obligation Currency expressed to be payable to
the Funding Agent or such Lender under this Agreement or the other Loan Documents. If, for the
purpose of obtaining or enforcing judgment against any Loan Party in any court or in any
jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount
due in the Obligation Currency, the conversion shall be made at the Relevant Currency Equivalent,
and in the case of other currencies, the rate of exchange (as quoted by the Funding Agent or if
the Funding Agent does not quote a rate of exchange on such currency, by a known dealer in such
currency designated by the Funding Agent) determined, in each case, as of the Business Day
immediately preceding the day on which the judgment is given (such Business Day being hereinafter
referred to as the “Judgment Currency Conversion Date”).




     (b) If there is a change in the rate of exchange prevailing between the Judgment Currency
Conversion Date and the date of actual payment of the amount due, each Borrower covenants and
agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a
lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange prevailing on the date of payment, will produce the amount of
the Obligation Currency which could have been purchased with the amount of Judgment Currency
stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment
Currency Conversion Date.




     (c) For purposes of determining the Relevant Currency Equivalent or any other rate of
exchange for this Section 11.18, such amounts shall include any premium and costs payable
in connection with the purchase of the Obligation Currency.



SECTION 11.19 Euro.





     (a) If at any time that an Alternate Currency Revolving Loan is outstanding, the relevant
Alternate Currency (other than the euro) is fully replaced as the lawful currency of the country
that issued such Alternate Currency (the “Issuing Country”) by the euro so that all payments are
to be made in the Issuing Country in euros and not in the Alternate Currency previously the
lawful currency of such country, then such Alternate Currency Revolving Loan




	 	 	 
	 

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shall be
automatically converted into a Loan denominated in euros in a principal amount equal to the
amount of euros into which the principal amount of such Alternate Currency Revolving Loan would
be converted pursuant to law and thereafter no further Loans will be available in such Alternate
Currency.




     (b) The Canadian Borrower shall, or shall cause the applicable Loan Party from time to time,
at the request of any Lender accompanied by reasonably documented particulars thereof, pay to
such Lender the amount of any losses, damages, liabilities, claims, reduction in yield,
additional expense, increased cost, reduction in any amount payable, reduction in the effective
return of its capital, the decrease or delay in the payment of interest or any other return
forgone by such Lender or its Affiliates as a result of the tax or currency exchange resulting
from the introduction of, changeover to or operation of the euro in any applicable nation or
eurocurrency market.



SECTION 11.20 Special Provisions Relating to Currencies Other Than Dollars and Canadian Dollars.





     (a) All funds to be made available to Funding Agent pursuant to this Agreement in euros,
Swiss francs or GBP shall be made available to Funding Agent in immediately available, freely
transferable, cleared funds to such account with such bank in such principal financial center in
such Participating Member State (or in London) as Funding Agent shall from time to time nominate
for this purpose.




     (b) In relation to the payment of any amount denominated in euros, Swiss francs or GBP,
Funding Agent shall not be liable to any Loan Party or any of the Lenders for any delay, or the
consequences of any delay, in the crediting to any account of any amount required by this
Agreement to be paid by Funding Agent if Funding Agent shall have taken all relevant and
necessary steps to achieve, on the date required by this Agreement, the payment of such amount in
immediately available, freely transferable, cleared funds (in euros, Swiss francs or GBP) to the
account with the bank in the principal financial center in the Participating Member State which
the Administrative Borrower or, as the case may be, any Lender shall have specified for such
purpose. In this Section 11.20(b), “all relevant steps” means all such steps as may be
prescribed from time to time by the regulations or operating procedures of such clearing or
settlement system as Funding Agent may from time to time determine for the purpose of clearing or
settling payments of euros, Swiss francs or GBP. Furthermore, and without limiting the
foregoing, Funding Agent shall not be liable to any Loan Party or any of the Lenders with respect
to the foregoing matters in the absence of its gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable decision or pursuant to a binding arbitration award or as otherwise agreed in
writing by the affected parties).



SECTION 11.21 Abstract Acknowledgment of Indebtedness and Joint Creditorship.





     (a) Notwithstanding any other provision of this Agreement, each Loan Party hereby
irrevocably and unconditionally agrees and covenants with the Collateral Agent by way of an
abstract acknowledgment of indebtedness (abstraktes Schuldversprechen) that it




	 	 	 
	 

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owes to the
Collateral Agent as creditor in its own right and not as a representative of the other Secured
Parties, sums equal to, and in the currency of, each amount payable by such Loan Party to each of
the Secured Parties under each of the Loan Documents and Treasury Services Agreements relating to
any Secured Obligations, as and when that amount falls due for payment under the relevant Secured
Debt Agreement or would have fallen due but for any discharge resulting from failure of another
Secured Party to take appropriate steps, in insolvency proceedings affecting such Loan Party, to
preserve its entitlement to be paid that amount.




     (b) Each Loan Party undertakes to pay to the Collateral Agent upon first written demand the
amount payable by such Loan Party to each of the Secured Parties under each of the Secured Debt
Agreements as such amount has become due and payable.




     (c) The Collateral Agent has the independent right to demand and receive full or partial
payment of the amounts payable by each Loan Party under this Section 11.21, irrespective
of any discharge of such Loan Party’s obligation to pay those amounts to the other Secured
Parties resulting from failure by them to take appropriate steps, in insolvency proceedings
affecting such Loan Party, to preserve their entitlement to be paid those amounts.




     (d) Any amount due and payable by a Loan Party to the Collateral Agent under this
Section 11.21 shall be decreased to the extent that the other Secured Parties have
received (and are able to retain) payment in full of the corresponding amount under the other
provisions of the Secured Debt Agreements and any amount due and payable by a Loan Party to the
other Secured Parties under those provisions shall be decreased to the extent that the Collateral
Agent has received (and is able to retain) payment in full of the corresponding amount under this
Section 11.21; provided that no Loan Party may consider its obligations towards a
Secured Party to be so discharged by virtue of any set-off, counterclaim or similar defense that
it may invoke vis-à-vis the Collateral Agent.




     (e) The rights of the Secured Parties (other than the Collateral Agent) to receive payment
of amounts payable by each Loan Party under the Secured Debt Agreements are several and are
separate and independent from, and without prejudice to, the rights of the Collateral Agent to
receive payment under this Section 11.21.




     (f) In addition, but without prejudice to the foregoing, the Collateral Agent shall be the
joint creditor (together with the relevant Secured Parties) of all obligations of each Loan Party
towards each of the Secured Parties under the Secured Debt Agreements.



SECTION 11.22 Special Appointment of Collateral Agent for German Security.





     (a) (i) Each Lender that is or will become party to this Agreement hereby appoints the
Collateral Agent as trustee (Treuhaender) and administrator for the purpose of holding on trust
(Treuhand), administering, enforcing and releasing the German Security (as defined below) for the
Secured Parties, (ii) the Collateral Agent accepts its appointment as a trustee and administrator
of the German Security on the terms and subject to the conditions set out in this Agreement and
(iii) the Lenders, the Collateral Agent and all other parties to this Agreement agree that, in
relation to the German Security, no Lender shall exercise any




	 	 	 
	 

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independent power to enforce any
German Security or take any other action in relation to the enforcement of the German Security,
or make or receive any declarations in relation thereto.




     (b) To the extent possible, the Collateral Agent shall hold and administer any German
Security which is security assigned, transferred or pledged under German law to it as a trustee
for the benefit of the Secured Parties, where “German Security” means the assets which are the
subject of a security document which is governed by German law.




     (c) Each Lender hereby authorizes and instructs the Collateral Agent (with the right of sub
delegation) to enter into any documents evidencing German Security and to make and accept all
declarations and take all actions as it considers necessary or useful in connection with any
German Security on behalf of the Secured Parties. The Collateral Agent shall further be entitled
to rescind, release, amend and/or execute new and different documents securing the German
Security.




     (d) The Lenders and the Collateral Agent agree that all rights and claims constituted by the
abstract acknowledgment of indebtedness pursuant to this Section 11.22 and all proceeds
held by the Collateral Agent pursuant to or in connection with such abstract acknowledgment of
indebtedness are held by the Collateral Agent with effect from the date of such abstract
acknowledgment of indebtedness in trust for the Secured Parties and will be administered in
accordance with the Loan Documents and Treasury Services Agreements relating to any Secured
Obligations. The Secured Parties and the Collateral Agent agree further that the respective Loan
Party’s obligations under such abstract acknowledgment of indebtedness shall not increase the
total amount of the Secured Obligations (as defined in the respective agreement governing German
Security) and shall not result in any additional liability of any of the Loan Parties or
otherwise prejudice the rights of any of the Loan Parties. Accordingly, payment of the
obligations under such abstract acknowledgment of indebtedness shall, to the same extent,
discharge the corresponding Secured Obligations and vice versa.



SECTION 11.23 Special Appointment of Funding Agent in Relation to South Korea.





     (a) Notwithstanding any other provision of this Agreement, each Loan Party hereby
irrevocably and unconditionally undertakes to pay to the Funding Agent, as creditor in its own
right and not as representative of the other Secured Parties, sums equal to and in the currency
of each amount payable by such Loan Party to each of the Secured Parties under each of the Loan Documents as and when that amount falls due for payment under the relevant
Loan Document or would have fallen due but for any discharge resulting from failure of another
Secured Party to take appropriate steps, in insolvency proceedings affecting that Loan Party, to
preserve its entitlement to be paid that amount.




     (b) The Funding Agent shall have its own independent right to demand payment of the amounts
payable by each Loan Party under this Section 11.23, irrespective of any discharge of
such Loan Party’s obligation to pay those amounts to the Secured Parties resulting from failure
by them to take appropriate steps, in insolvency proceedings affecting that Loan Party, to
preserve their entitlement to be paid those amounts.




	 	 	 
	 

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     (c) Any amount due and payable by a Loan Party to the Funding Agent under this Section
11.23 shall be decreased to the extent that the other Secured Parties have received (and are
able to retain) payment in full of the corresponding amount under the other provisions of the
Loan Documents and any amount due and payable by a Loan Party to the other Secured Parties under
those provisions shall be decreased to the extent that the Funding Agent has received (and is
able to retain) payment in full of the corresponding amount under this Section 11.23.




     (d) Subject to paragraph (c) above, the rights of the Secured Parties (in each case, other
than the Funding Agent) to receive payment of amounts payable by each Loan Party under the Loan
Documents are several and are separate and independent from, and without prejudice to, the rights
of the Funding Agent to receive payment under this Section 11.23.


SECTION 11.24 Designation of Collateral Agent under Civil Code of Quebec. Each of the parties
hereto (including each Lender, acting for itself and on behalf of each of its Affiliates which are
or become Secured Parties from time to time) confirms the appointment and designation of the
Collateral Agent (or any successor thereto) as the person holding the power of attorney (fondé de
pouvoir) within the meaning of Article 2692 of the Civil Code of Québec for the purposes of the
hypothecary security to be granted by the Loan Parties or any one of them under the laws of the
Province of Québec and, in such capacity, the Collateral Agent shall hold the hypothecs granted
under the laws of the Province of Québec as such fondé de pouvoir in the exercise of the rights
conferred thereunder. The execution by the Collateral Agent in its capacity as fondé de pouvoir
prior to the date hereof of any document creating or evidencing any such hypothecs is hereby
ratified and confirmed. Notwithstanding the provisions of Section 32 of the Act respecting the
special powers of legal persons (Québec), the Collateral Agent may acquire and be the holder of any
of the bonds secured by any such hypothec. Each future Secured Party, whether a Lender, an Issuer
or a holder of any Secured Obligation, shall be deemed to have ratified and confirmed (for itself
and on behalf of each of its Affiliates that are or become Secured Parties from time to time) the
appointment of the Collateral Agent as fondé de pouvoir.



SECTION 11.25 Maximum Liability. Subject to Section 7.08 and Sections 7.11 to
7.14, it is the desire and intent of (i) each U.S. Borrower and each European Loan Party
and the U.S./European Lenders, and (ii) each Canadian Loan Party and the Canadian Lenders, that, in each case, their respective liability
shall be enforced against each U.S. Borrower, European Loan Party or Canadian Loan Party, as
applicable, to the fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought after giving effect to the rights of contribution
established in the Contribution, Intercompany, Contracting and Offset Agreement that are valid and
enforceable and not subordinated to the claims of other creditors as determined in such action or
proceeding. If, however, and to the extent that, the obligations of any U.S. Borrower, European
Loan Party or Canadian Loan Party under any Loan Document shall be adjudicated to be invalid or
unenforceable for any reason (including, without limitation, because of any applicable state or
federal law relating to fraudulent conveyances or transfers), then the amount of such U.S.
Borrower’s obligations (in the case of any invalidity or unenforceability with respect to a U.S.
Borrower’s obligations), Canadian Loan Party’s obligations (in the case of any invalidity or
unenforceability with respect to a Canadian Loan Party’s obligations) or European Loan Party’s
obligations (in the case of any invalidity or unenforceability with respect to a European Loan
Party’s obligations) under the Loan Documents



	 	 	 
	 

	 	232














 






shall be deemed to be reduced and such U.S. Borrower,
European Loan Party or Canadian Loan Party, as applicable, shall pay the maximum amount of the
Secured Obligations which would be permissible under applicable law.




ARTICLE XII.




FOREIGN CURRENCY PARTICIPATIONS




SECTION 12.01 U.S./European Revolving Loans; Intra-Lender Issues.





     (a) Specified Foreign Currency Participations. Notwithstanding anything to the
contrary contained herein, all U.S./European Revolving Loans that are denominated in a Specified
Foreign Currency (each, a “Specified Foreign Currency Loan”) shall be made solely by the
U.S./European Lenders (including LaSalle Bank N.A.) who are not Participating Specified Foreign
Currency Lenders (as defined below). Each U.S./European Lender acceptable to LaSalle Bank N.A.
that does not have Specified Foreign Currency Funding Capacity (a “Participating Specified
Foreign Currency Lender”) shall irrevocably and unconditionally purchase and acquire and shall be
deemed to irrevocably and unconditionally purchase and acquire from LaSalle Bank N.A., and
LaSalle Bank N.A. shall sell and be deemed to sell to each such Participating Specified Foreign
Currency Lender, without recourse or any representation or warranty whatsoever, an undivided
interest and participation (a “Specified Foreign Currency Participation”) in each U.S./European
Revolving Loan which is a Specified Foreign Currency Loan funded by LaSalle Bank N.A. in an
amount equal to such Participating Specified Foreign Currency Lender’s U.S./European Percentage
of the Borrowing that includes such U.S./European Revolving Loan. Such purchase and sale of a
Specified Foreign Currency Participation shall be deemed to occur automatically upon the making
of a Specified Foreign Currency Loan by LaSalle Bank N.A., without any further notice to any
Participating Specified Foreign Currency Lender. The purchase price payable by each
Participating Specified Foreign Currency Lender to LaSalle Bank N.A. for each Specified Foreign
Currency Participation purchased by it from LaSalle Bank N.A. shall be equal to 100% of the principal amount of such Specified Foreign Currency Participation
(i.e., the product of (i) the amount of the Borrowing that includes the relevant U.S./European
Revolving Loan and (ii) such Participating Specified Foreign Currency Lender’s U.S./European
Percentage), and such purchase price shall be payable by each Participating Specified Foreign
Currency Lender to LaSalle Bank N.A. in accordance with the settlement procedure set forth in
Section 12.02 below. LaSalle Bank N.A. and the Funding Agent shall record on their books
the amount of the U.S./European Revolving Loans made by LaSalle Bank N.A. and each Participating
Specified Foreign Currency Lender’s Specified Foreign Currency Participation and Funded Specified
Foreign Currency Participation therein, all payments in respect thereof and interest accrued
thereon and all payments made by and to each Participating Specified Foreign Currency Lender
pursuant to this Section 12.01.


SECTION 12.02 Settlement Procedure for Specified Foreign Currency Participations. Each
Participating Specified Foreign Currency Lender’s Specified Foreign Currency Participation in the
Specified Foreign Currency Loans shall be in an amount equal to its U.S./European Percentage of all
such Specified Foreign Currency Loans. However, in order to facilitate the administration of the
Specified Foreign Currency Loans made by LaSalle Bank



	 	 	 
	 

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N.A. and the Specified Foreign Currency
Participations, settlement among LaSalle Bank N.A. and the Participating Specified Foreign Currency
Lenders with regard to the Participating Specified Foreign Currency Lenders’ Specified Foreign
Currency Participations shall take place in accordance with the following provisions:




          (i) LaSalle Bank N.A. and the Participating Specified Foreign Currency Lenders shall settle (a
“Specified Foreign Currency Participation Settlement”) by payments in respect of the Specified
Foreign Currency Participations as follows: So long as any Specified Foreign Currency Loans are
outstanding, Specified Foreign Currency Participation Settlements shall be effected upon the
request of LaSalle Bank N.A. through the Funding Agent on such Business Days as requested by
LaSalle Bank N.A. and as the Funding Agent shall specify by a notice by telecopy, telephone or
similar form of notice to each Participating Specified Foreign Currency Lender requesting such
Specified Foreign Currency Participation Settlement (each such date on which a Specified Foreign
Currency Participation Settlement occurs herein called a “Specified Foreign Currency Participation
Settlement Date”), such notice to be delivered no later than 2:00 p.m. (Chicago time) at least one
Business Day prior to the requested Specified Foreign Currency Participation Settlement Date;
provided that LaSalle Bank N.A. shall have the option but not the obligation to request a
Specified Foreign Currency Participation Settlement Date and, in any event, shall not request a
Specified Foreign Currency Participation Settlement Date prior to the occurrence of an Event of
Default; provided further, that if (x) such Event of Default is cured or waived in
writing in accordance with the terms hereof, (y) no Obligations have yet been declared due and
payable under Article 8 (or a rescission has occurred under Section 8.02) and (z)
the Funding Agent has actual knowledge of such cure or waiver, all prior to the Funding Agent’s
giving notice to the Participating Specified Foreign Currency Lenders of the first Specified
Foreign Currency Participation Settlement Date under this Agreement, then the Funding Agent shall
not give notice to the Participating Specified Foreign Currency Lenders of a Specified Foreign
Currency Participation Settlement Date based upon such cured or waived Event of Default. If on any
Specified Foreign Currency Participation Settlement Date the total principal amount of the Specified Foreign Currency Loans made or deemed made by LaSalle Bank
N.A. during the period ending on (but excluding) such Specified Foreign Currency Participation
Settlement Date and commencing on (and including) the immediately preceding Specified Foreign
Currency Participation Settlement Date (or the Closing Date in the case of the period ending on the
first Specified Foreign Currency Participation Settlement Date) (each such period herein called a
“Specified Foreign Currency Participation Settlement Period”) is greater than the principal amount
of Specified Foreign Currency Loans repaid during such Specified Foreign Currency Participation
Settlement Period to LaSalle Bank N.A., each Participating Specified Foreign Currency Lender shall
pay to LaSalle Bank N.A. (through the Funding Agent), no later than 11:00 a.m. (Chicago time) on
such Specified Foreign Currency Participation Settlement Date, an amount equal to such
Participating Specified Foreign Currency Lender’s ratable share of the amount of such excess. If
in any Specified Foreign Currency Participation Settlement Period the outstanding principal amount
of the Specified Foreign Currency Loans repaid to LaSalle Bank N.A. in such period exceeds the
total principal amount of the Specified Foreign Currency Loans made or deemed made by LaSalle Bank
N.A. during such period, LaSalle Bank N.A. shall pay to each Participating Specified Foreign
Currency Lender (through the Funding Agent) on such Specified Foreign Currency Participation
Settlement Date an amount equal to such Participating Specified Foreign Currency Lender’s ratable
share of such excess. Specified Foreign Currency Participation Settlements in respect of





	 	 	 
	 

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Specified
Foreign Currency Loans shall be made in the respective Approved Currency in which such Specified
Foreign Currency Loan was funded on the Specified Foreign Currency Participation Settlement Date
for such Specified Foreign Currency Loans.




          (ii) If any Participating Specified Foreign Currency Lender fails to pay to LaSalle Bank N.A.
on any Specified Foreign Currency Participation Settlement Date the full amount required to be paid
by such Participating Specified Foreign Currency Lender to LaSalle Bank N.A. on such Specified
Foreign Currency Participation Settlement Date in respect of such Participating Specified Foreign
Currency Lender’s Specified Foreign Currency Participation (such Participating Specified Foreign
Currency Lender’s “Specified Foreign Currency Participation Settlement Amount”) with LaSalle Bank
N.A., LaSalle Bank N.A. shall be entitled to recover such unpaid amount from such Participating
Specified Foreign Currency Lender, together with interest thereon (in the same respective currency
or currencies as the relevant Specified Foreign Currency Loans) at the Base Rate plus
2.00%. Without limiting LaSalle Bank N.A.’s rights to recover from any Participating Specified
Foreign Currency Lender any unpaid Specified Foreign Currency Participation Settlement Amount
payable by such Participating Specified Foreign Currency Lender to LaSalle Bank N.A., the Funding
Agent shall also be entitled to withhold from amounts otherwise payable to such Participating
Specified Foreign Currency Lender an amount equal to such Participating Specified Foreign Currency
Lender’s unpaid Specified Foreign Currency Participation Settlement Amount owing to LaSalle Bank
N.A. and apply such withheld amount to the payment of any unpaid Specified Foreign Currency
Participation Settlement Amount owing by such Participating Specified Foreign Currency Lender to
LaSalle Bank N.A.




          (iii) (a) A Participating Specified Foreign Currency Lender which has a Funded Specified
Foreign Currency Participation shall be entitled to receive interest on such Funded Specified
Foreign Currency Participation to the same extent as if such Specified Foreign Currency Lender was
the direct holder of the portion of the Loan in which it purchased a Specified Foreign Currency Participation (it being agreed that, promptly upon the receipt by
LaSalle Bank N.A. or any of its Affiliates of any interest in respect of any Loan in which a
Participating Specified Foreign Currency Lender has a Funded Specified Foreign Currency
Participation, LaSalle Bank N.A. will pay or cause to be paid to such Participating Foreign
Currency Lender its ratable share of such interest in immediately available funds) and (b) for
purposes of determining the Lenders comprising the “Required Lenders”, the “Required Class Lenders”
and the “Supermajority Lenders” from and after the termination of the Commitments, (i) the
Revolving Exposure of a Lender that is a Participating Specified Foreign Currency Lender shall be
deemed to include the amount of the sum of each Specified Foreign Currency Participation of such
Participating Specified Foreign Currency Lender and (ii) the amount of the Revolving Exposure of
LaSalle Bank N.A. and its affiliates shall be reduced by an amount equal to the sum of each
Specified Foreign Currency Participation of such Participating Specified Foreign Currency Lender.




          (iv) If any Specified Foreign Currency Loans convert to dollars pursuant to Section
2.09, a Specified Foreign Currency Participation Settlement Date shall be deemed to
automatically occur on the date of such conversion and LaSalle Bank N.A. shall receive an amount
expressed in the respective Alternate Currency immediately prior to such conversion.





	 	 	 
	 

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SECTION 12.03 Obligations Irrevocable. The obligations of each Participating Specified Foreign
Currency Lender to purchase from LaSalle Bank N.A. a participation in each Specified Foreign
Currency Loan made by LaSalle Bank N.A. and to make payments to LaSalle Bank N.A. with respect to
such participation, in each case as provided herein, shall be irrevocable and not subject to any
qualification or exception whatsoever, including any of the following circumstances:




          (i) any lack of validity or enforceability of this Agreement or any of the other Loan
Documents or of any Loans, against the Borrowers or any other Loan Party;




          (ii) the existence of any claim, setoff, defense or other right which the Borrowers or any
other Loan Party may have at any time against the Funding Agent, any Participating Specified
Foreign Currency Lender, or any other Person, whether in connection with this Agreement, any
Specified Foreign Currency Loans, the transactions contemplated herein or any unrelated
transactions;




          (iii) any application or misapplication of any proceeds of any Specified Foreign Currency
Loans;




          (iv) the surrender or impairment of any security for any Specified Foreign Currency Loans;




          (v) the occurrence of any Default or Event of Default;




          (vi) the commencement or pendency of any events specified in Section 8.01(g) or
(h), in respect of the Borrowers, Holdings or any of its Subsidiaries or any other Person;
or




          (vii) the failure to satisfy the applicable conditions precedent set forth in Article
4.



SECTION 12.04 Recovery or Avoidance of Payments. In the event any payment by or on behalf of any
Borrower or any other Loan Party received by the Funding Agent with respect to any Specified
Foreign Currency Loan made by LaSalle Bank N.A. is thereafter set aside, avoided or recovered from
the Funding Agent in connection with any insolvency proceeding or due to any mistake of law or
fact, each Participating Specified Foreign Currency Lender shall, upon written demand by the
Funding Agent, pay to LaSalle Bank N.A. (through the Funding Agent) such Participating Specified
Foreign Currency Lender’s U.S./European Percentage of such amount set aside, avoided or recovered,
together with interest at the rate and in the currency required to be paid by LaSalle Bank N.A. or
the Funding Agent upon the amount required to be repaid by it.



SECTION 12.05 Indemnification by Lenders. Each Participating Specified Foreign Currency Lender
agrees to indemnify LaSalle Bank N.A. (to the extent not reimbursed by the Borrowers and without
limiting the obligations of the Borrowers hereunder or under any other Loan Document) ratably for
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against LaSalle Bank N.A. in any way relating to or arising out
of any Specified Foreign Currency Loans or any




	 	 	 
	 
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action taken or omitted by LaSalle Bank N.A. in
connection therewith; provided that no Participating Specified Foreign Currency Lender
shall be liable for any of the foregoing to the extent it arises from the gross negligence or
willful misconduct of LaSalle Bank N.A. (as determined by a court of competent jurisdiction in a
final non-appealable judgment). Without limiting the foregoing, each Participating Specified
Foreign Currency Lender agrees to reimburse LaSalle Bank N.A. promptly upon demand for such
Participating Specified Foreign Currency Lender’s ratable share of any costs or expenses payable by
the Borrowers to LaSalle Bank N.A. in respect of the Specified Foreign Currency Loans to the extent
that LaSalle Bank N.A. is not promptly reimbursed for such costs and expenses by the Borrowers. The
agreement contained in this Section 12.05 shall survive payment in full of all Specified
Foreign Currency Loans.



SECTION 12.06 Specified Foreign Currency Loan Participation Fee. In consideration for each
Participating Specified Foreign Currency Lender’s participation in the Specified Foreign Currency
Loans made by LaSalle Bank N.A., LaSalle Bank N.A. agrees to pay to the Funding Agent for the
account of each Participating Specified Foreign Currency Lender, as and when LaSalle Bank N.A.
receives payment of interest on its Specified Foreign Currency Loans, a fee (the “Specified Foreign
Currency Participation Fee”) at a rate per annum equal to the Applicable Margin on such Specified
Foreign Currency Loans minus 0.25% on the unfunded Specified Foreign Currency Participation
of such Participating Specified Foreign Currency Lender in such Specified Foreign Currency Loans of
LaSalle Bank N.A. The Specified Foreign Currency Participation Fee in respect of any unfunded
Specified Foreign Currency Participation in a Specified Foreign Currency Loan shall be payable to
the Funding Agent in the Alternate Currency in which the respective Specified Foreign Currency
Loan was funded when interest on such Specified Foreign Currency Loan is received by LaSalle Bank
N.A. If LaSalle Bank N.A. does not receive payment in full of such interest, the Specified Foreign
Currency Participation Fee in respect of the unfunded Specified Foreign Currency Participation in
such Specified Foreign Currency Loans shall be reduced proportionately. Any amounts payable under
this Section 12.06 by the Funding Agent to the Participating Specified Foreign Currency
Lenders shall be paid in the Alternate Currency in which the respective Specified Foreign Currency
Loan was funded (or, if different, the currency in which such interest payments are actually
received).




[Signature Pages Follow]






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



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS INC., as Canadian Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President and Treasurer	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS CORPORATION, as U.S. Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS PAE CORPORATION, as U.S. 
Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS FINANCES USA LLC, as U.S. 
Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 






S-1









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS SOUTH AMERICA HOLDINGS LLC, 
as U.S. Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President and Treasurer	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALUMINUM UPSTREAM HOLDINGS LLC, as 
U.S. Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President and Treasurer	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS UK LTD, as U.K. Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS AG, as Swiss Borrower	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 






S-2









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS CAST HOUSE TECHNOLOGY LTD., 
as Canadian
Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	4260848 CANADA INC., as Canadian Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	4260856 CANADA INC., as Canadian Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS NO. 1 LIMITED PARTNERSHIP, as 
Canadian
Guarantor,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	4260848 CANADA INC.	 	 
	 	 	Its:	 	General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 






S-3









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS EUROPE HOLDINGS LIMITED., as 
U.K. Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS DEUTSCHLAND GMBH, as German 
Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gottfried Weindl	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Gottfried Weindl	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS SWITZERLAND SA, as Swiss 
Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS TECHNOLOGY AG, as Swiss 
Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Orville Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 







S-4









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Present when the Common Seal of	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS ALUMINIUM HOLDING COMPANY,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	was hereunto affixed in the presence of:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 /s/ Andreas Thiele	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Duly appointed attorney	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 /s/ Eva Paus-Werdermann	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Assistant to Legal Counsel	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS DO BRASIL LTDA., as Brazilian 
Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ Tadeu Nardocci	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 Antonio Tadeu Coelho Nardocci	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Presidente	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ Alexandre Almeida	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 Alexandre M. Almeida	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Director Financeiro	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AV ALUMINUM INC., as Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ Orville Lunking	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 Orville G. Lunking	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Authorized Signatory	 	 
	 	 	 	 	 	 	 	 	 






S-5









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., as Administrative Agent,
U.S./European Issuing Bank, Swingline Lender, Joint
Lead Arranger, Joint Bookrunner and as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ James Moyes	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 James L. Moyes	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Managing Director	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	LASALLE BUSINESS CREDIT, LLC, as Collateral Agent and
as Funding Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ Steve Friedlander	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 Steve Friedlander	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 S.V.P.	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.V., acting through its Canadian
branch, as Canadian Administrative Agent, Canadian
Funding Agent, Canadian Issuing Bank and as Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ Lawrence Maloney	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 Lawrence J. Maloney	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Country Executive	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ Michael Quinn	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 Michael D. Quinn	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Vice President	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ABN AMRO INCORPORATED, as Joint Lead Arranger and
Joint Bookmanager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 /s/ David Wood	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 David Wood	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 Managing Director	 	 
	 	 	 	 	 	 	 	 	 






S-6









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UBS SECURITIES LLC, as Syndication Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mary E. Evans
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mary E. Evans	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Irja R. Otsa
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Irja R. Otsa	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Documentation Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stephen Y. McGehee
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Stephen Y. McGehee	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC., as Documentation
Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael P. McNeirney
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Michael P. McNeirney	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CIT BUSINESS CREDIT CANADA INC., as Documentation
Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Dennis McCluskey
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	E. Dennis McCluskey	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	President & CEO	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Darryl Lalach
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Darryl Lalach	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Treasurer & V.P. Operations	 	 
	 	 	 	 	 	 	 	 	 






S-7









 






	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	UBS SECURITIES LLC, as Joint Lead Arranger
and Joint
Bookmanager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mary E. Evans
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Mary E. Evans	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Julie
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	David B. Julie	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Associate Director	 	 
	 	 	 	 	 	 	 	 	 






S-8









 





Annex I




Applicable Margin




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Canadian	 	 
	Average Quarterly Excess Availability	 	Eurocurrency	 	EURIBOR	 	ABR	 	Base Rate	 	BA Rate
	Level I
	 	 	1.00	%	 	 	1.00	%	 	 	(0.25	%)	 	 	(0.25	%)	 	 	1.00	%
	Greater than or equal to $575 million
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Level II
	 	 	1.25	%	 	 	1.25	%	 	 	0.00	%	 	 	0.00	%	 	 	1.25	%
	Less than $575 million and equal to
or greater than $375 million
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Level III
	 	 	1.50	%	 	 	1.50	%	 	 	0.25	%	 	 	0.25	%	 	 	1.50	%
	Less than $375 million and equal to
or greater than $175 million
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Level IV
	 	 	1.75	%	 	 	1.75	%	 	 	0.50	%	 	 	0.50	%	 	 	1.75	%
	Less than $175 million
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







     Each change in the Applicable Margin resulting from a change in Average Quarterly Excess
Availability shall be effective with respect to all Loans and Letters of Credit outstanding on and
after the first day of each fiscal quarter of the Canadian Borrower until the last day of each such
fiscal quarter of the Canadian Borrower. Notwithstanding the foregoing, (i) Average Quarterly
Excess Availability shall be deemed to be in Level II from the Closing Date to December 31, 2007,
and (ii) Quarterly Excess Availability shall be deemed to be in Level IV at any time (A) any
principal of or interest on any Loan or any fee or other amount payable by the Loan Parties
hereunder has not been paid when due, whether at stated maturity, upon acceleration or otherwise
and for so long as such amounts have not been paid, or (B) during the existence of an Event of
Default of the type described in Section 8.01(g) or Section 8.01(h).





 




 









 





Annex II




Mandatory Cost Formula




     1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost
of compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions) or
(b) the requirements of the European Central Bank.



     2. On the first day of each Interest Period (or as soon as possible thereafter) the Funding
Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender,
in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Funding Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion
to the percentage participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.



     3. The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Funding Agent. This percentage
will be certified by that Lender in its notice to the Funding Agent to be its reasonable
determination of the cost (expressed as a percentage of that Lender’s participation in all Loans
made from that Facility Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.



     4. The Additional Cost Rate for any Lender lending from a Facility Office in the United
Kingdom will be calculated by the Funding Agent as follows:




	 	(a)	 	in relation to a GBP Denominated Loan:





	 	 	 	 	 	 	 
	 
	 	AB + C(B
– D) + E x 0.01	 	per cent. per annum	 	 
	 
	 	 	 	 	 
	 
	 	100 – (A +
C)	 	 	 







	 	(b)	 	in relation to a Loan in any currency other than GBP:





	 	 	 	 	 	 	 
	 

	 	 	E x 0.01	 	 	per cent. per annum.
	 

	 	 	 	 	 
	 

	 	 	300	 	 






     Where:



     A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated
minimum) which that Lender is from time to time required to maintain as an interest free cash ratio
deposit with the Bank of England to comply with cash ratio requirements.



     B is the percentage rate of interest (excluding the Applicable Margin and the Mandatory Cost
and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section
2.06(f)) payable for the relevant Interest Period on the Loan.



     C is the percentage (if any) of Eligible Liabilities which that Lender is required from time
to time to maintain as interest bearing Special Deposits with the Bank of England.


 


 









 





     D is the percentage rate per annum payable by the Bank of England to the Funding Agent (or
such other bank as may be designated by the Funding Agent in consultation with Borrower) on
interest bearing Special Deposits.



     E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated
by the Funding Agent as being the average of the most recent rates of charge supplied by the
Reference Banks to the Funding Agent pursuant to paragraph 7 below and expressed in GBP per
£1,000,000.



     5. For the purposes of this Schedule:



     (a) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to
time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of
England;



     (b) “Facility Office” means the office or offices notified by a Lender to the Funding Agent in
writing on or before the date it becomes a Lender (or, following that date, by not less than five
Business Days’ written notice) as the office or offices through which it will perform its
obligations under this Agreement;



     (c) “Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or
such other law or regulation as may be in force from time to time in respect of the payment of fees
for the acceptance of deposits;



     (d) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group
A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees
Rules but taking into account any applicable discount rate);



     (e) “Reference Banks” means, in relation to each of the LIBOR Rate and the EURIBOR Rate and
Mandatory Cost, the principal office in Chicago, Illinois of LaSalle Bank N.A., or such other bank
or banks as may be designated by the Funding Agent in consultation with Borrower;



     (f) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with,
the Fees Rules; and



     (g) “Unpaid Sum” means any sum due and payable but unpaid by any Loan Party under the Loan
Documents.



     6. In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative
result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be
rounded to four decimal places.



     7. If requested by the Funding Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Funding Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in
respect of the relevant financial year of the Financial Services Authority



 


 









 







(calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in GBP per £1,000,000 of
the Tariff Base of that Reference Bank.



     8. Each Lender shall supply any information required by the Funding Agent for the purpose of
calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall
supply the following information on or prior to the date on which it becomes a Lender:



     (a) the jurisdiction of its Facility Office; and



     (b) any other information that the Funding Agent may reasonably require for such purpose.



     Each Lender shall promptly notify the Funding Agent of any change to the information provided
by it pursuant to this paragraph.



     9. The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Reference Bank for the purpose of E above shall be determined by the Funding Agent based upon
the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that,
unless a Lender notifies the Funding Agent to the contrary, each Lender’s obligations in relation
to cash ratio deposits and Special Deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility
Office.



     10. The Funding Agent shall have no liability to any person if such determination results in
an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume
that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8
above is true and correct in all respects.



     11. The Funding Agent shall distribute the additional amounts received as a result of the
Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
above.



     12. Any determination by the Funding Agent pursuant to this Schedule in relation to a formula,
the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence
of manifest error, be conclusive and binding on all parties to this Agreement.



     13. The Funding Agent may from time to time, after consultation with Borrower and the Lenders,
determine and notify to all parties to this Agreement any amendments which are required to be made
to this Annex II in order to comply with any change in law, regulation or any requirements
from time to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions) and
any such determination shall, in the absence of manifest error, be conclusive and binding on all
parties to this Agreement.



 



 









 




Schedule 1.01(a)


Refinancing Indebtedness to Be Repaid


	 	 	 	 	 	 	 	 	 	 	 
	Company	 	Description	 	Bank Name	 	Issue Date	 	Due date	 	Amount
	 
	Novelis Inc.
	 	Bond	 	N/A	 	February 3, 2005	 	February 3, 2015	 	US$841,000.00
	Novelis Inc.
	 	Revolving and Term Loans	 	Citibank as agent	 	January 10, 2005	 	January 10, 2012	 	US$290,647,096.00
	Novelis Corporation
	 	Revolving and Term Loans	 	Citibank as agent	 	January 10, 2005	 	January 10, 2012	 	US$873,672,511.50
	Novelis AG 
	 	Revolving Loans	 	Citibank as agent	 	January 10, 2005	 	January 10, 2012	 	€16,052,177.32
	Novelis Deutschland GmbH
	 	Revolving Loans	 	Citibank as agent	 	January 10, 2005	 	January 10, 2012	 	€30,115,675.00
	 
	Novelis UK Ltd.
	 	Revolving Loans	 	Citibank as agent	 	January 10, 2005	 	January 10, 2012	 	£19,509,581.69
	 




 







 





Schedule 1.01(b) 




Subsidiary Guarantors 





	§	 	4260848 Canada Inc.
	 
	§	 	4260856 Canada Inc.
	 
	§	 	Aluminum Upstream Holdings LLC
	 
	§	 	Novelis AG
	 
	§	 	Novelis Aluminium Holding Company
	 
	§	 	Novelis Cast House Technology Ltd.
	 
	§	 	Novelis Corporation
	 
	§	 	Novelis Deutschland GmbH
	 
	§	 	Novelis do Brasil Ltda.
	 
	§	 	Novelis Europe Holdings Limited
	 
	§	 	Novelis Finances USA LLC
	 
	§	 	Novelis Inc.
	 
	§	 	Novelis No. 1 Limited Partnership
	 
	§	 	Novelis PAE Corporation
	 
	§	 	Novelis South America Holdings LLC
	 
	§	 	Novelis Switzerland SA
	 
	§	 	Novelis Technology AG
	 
	§	 	Novelis UK Ltd.





 









 








Schedule 1.01(c)




Applicable Jurisdiction Requirements



1. No later than 30 days (or such longer period as to which the Funding Agent may agree) following
the date that the Funding Agent gives notice to the Administrative Borrower requiring compliance
with
the requirements set forth in Section 1690 of the French Civil Code in respect of Accounts governed
by
the laws of France or owed by Account Debtors located in France, the Funding Agent shall (a) be
satisfied that the applicable Borrowers and Borrowing Base Guarantors shall have complied with such
requirements or (b) have received an opinion (from a firm satisfactory to the Funding Agent in form
and
substance satisfactory to the Funding Agent addressing such matters a the Funding Agent may
reasonably
request) that includes a conclusion to the effect that the Accounts have been duly assigned and are
beyond
the reach of any assignor’s creditors irrespective of compliance with such notice requirements of
the
French Civil Code.



2. To the extent requested by the Funding Agent or the Collateral Agent, notification to and,
if
required, consent from such Account Debtors located in such jurisdictions or whose Accounts
are
governed by the law of such jurisdictions, as may be requested from time to time.




 









 





Schedule 1.01(d)




Specified Account Debtors




	 	 	 	 	 
	Company	 	Concentration Limit
	§      Anheuser-Busch Inc.
	 	 	30	%
	 
	 	 	 	 
	§      Rexam Beverage Can Company
	 	 	30	%
	 
	 	 	 	 
	§      Ball Metal Beverage Container Corp.
	 	 	20	%






 









 





Schedule 1.01(e)




Excluded Collateral Subsidiaries





	§	 	Al Dotcom Sdn Berhad
	 
	§	 	Alcom Nikkei Specialty Coatings Sdn Berhad
	 
	§	 	Albrasilis Aluminio do Brasil Indústria e Comércio Ltda.
	 
	§	 	Eurofoil, Inc.
	 
	§	 	Isytec GmbH i.L.
	 
	§	 	Novelis Aluminium Beteiligungs GmbH
	 
	§	 	Novelis Automotive UK Ltd.
	 
	§	 	Novelis Belgique SA
	 
	§	 	Novelis Benelux N.V.
	 
	§	 	Novelis de Mexico, S.A. de C.V.
	 
	§	 	Novelis Laminés France SAS
	 
	§	 	Novelis Luxembourg SA
	 
	§	 	Novelis PAE SAS
	 
	§	 	Novelis Sweden AB





 









 





Schedule 1.01(f) 




Immaterial Subsidiaries 





	§	 	Al Dotcom Sdn Berhad
	 
	§	 	Alcom Nikkei Specialty Coatings Sdn Berhad
	 
	§	 	Albrasilis Aluminio do Brasil Indústria e Comércio Ltda.
	 
	§	 	Aluminum Company of Malaysia Berhad
	 
	§	 	Eurofoil, Inc.
	 
	§	 	Isytec GmbH i.L.
	 
	§	 	Novelis Aluminium Beteiligungs GmbH
	 
	§	 	Novelis Automotive UK Ltd.
	 
	§	 	Novelis Belgique SA
	 
	§	 	Novelis Benelux N.V.
	 
	§	 	Novelis de Mexico, S.A. de C.V.
	 
	§	 	Novelis Italia S.p.A.
	 
	§	 	Novelis Laminés France SAS
	 
	§	 	Novelis PAE SAS
	 
	§	 	Novelis Sweden AB






 











 




Schedule 1.01(g)


Specified Holders


ADITYA BIRLA NUVO LIMITED

BIRLA GROUP HOLDINGS PRIVATE LIMITED

BIRLA INSTITUTE OF TECHNOLOGY AND SCIENCE

GLOBAL HOLDINGS PRIVATE LIMITED

GRASIM INDUSTRIES LTD

HERITAGE HOUSING FINANCE LIMITED

IGH HOLDINGS PRIVATE LIMITED

MANAV INVESTMENT & TRADING CO. LTD.

MANGALAM SERVICES LIMITED

PILANI INVESTMENT & IND. CORP. LTD.

TGS INVESTMENT AND TRADE PRIVATE LIMITED

TRAPTI TRADING & INVESTMENTS PVT LTD

TRUSTEE

TURQUOISE INVESTMENT AND FINANCE P LIMITED

UMANG COMM. CO. LTD

ADITYA VIKRAM KUMAR MANGALAM BIRLA HUF

KUMAR MANGALAM BIRLA

KUMAR MANGALAM BIRLA F & N G OF ANANYASHREE BIRLA

KUMAR MANGALAM BIRLA KARTA OF AVKM BIRLA HUF

NEERJA BIRLA


RAJASHREE BIRLA

VASAVADATTA BAJAJ

In addition, any persons Controlled by the persons listed above shall also constitute
a Specified
Holder or so long as such person is Controlled by a Specified Holder.


Notwithstanding the foregoing if Control of any of the
persons listed above (an “Original Holder”) changes such
that any such person ceases to be directly or indirectly
Controlled by the same persons which Control such persons
as of the Closing Date (other than another person which is a
Specified Holder after giving effect to this sentence),
such Original Holder shall cease to constitute a Specified
Holder


 







 





Schedule 1.01(h)




 Participating Foreign Currency Lenders




Wachovia Bank, N.A.




Wells Fargo Foothill, LLC



State Of California Public Employees’ Retirement System (Calpers)



UPS Capital Corporation





 









 




Schedule 1.01(i)


 Agent’s Account

(a) (i) with respect to the Lenders’ obligations to fund, settle or purchase participations in
Dollar Denominated Loans in respect of their respective U.S./European Commitments, the account of
LaSalle Business Credit, LLC, Account No. 5800333386 at LaSalle Bank N.A., ABA Routing
No. 071000505, reference Novelis,


(ii) with respect to the Canadian Lenders’ obligations to fund, settle or purchase participations
in Dollar Denominated Loans in respect of their respective Canadian Commitments, the account of ABN
AMRO Bank N.V., Canada, Account No. 673001195941 at ABN AMRO Bank New York, ABA Routing No.
026009580, Swift Code ABNAUS33, reference ABL Loan — Novelis,


(iii) with respect to the Lenders’ obligations to fund, settle or purchase participations in
Canadian Dollar Denominated Loans in respect of their respective Canadian Commitments, the account
of ABN AMRO Bank N.V., Canada, Account No. 071720001115 at Royal Bank of Canada, Toronto, Swift
Code ROYCCAT2, reference ABL Loan — Novelis (450813186911),


(iv) with respect to the Lenders’ obligations to fund, settle or purchase participations in Euro
Denominated Loans in respect of their respective U.S./European Commitments, the account of ABN AMRO
Bank, Chicago, Account No. NL22ABNA0540433918 at ABNAMRO Bank, Amsterdam, Swift Code ABNANL2A,
reference ABL Loan — Novelis, and


(v) with respect to the Lenders’ obligations to fund, settle or purchase participations in GBP
Denominated Loans in respect of their respective U.S./European Commitments, the account of ABN AMRO
Bank, Chicago, Account No. GB71ABNA40503000909904 at ABN AMRO Bank, London, Sort CODE 40-50-30,
Swift Code ABNAGB2L, reference ABL Loan — Novelis;


(b) (i) with respect to the Borrowers’ obligations to make payments in respect of U.S./European
Revolving Loans in Dollars, the Funding Agent’s Account No. 2321122 at LaSalle Bank N.A.,
ABA Routing No. 071000505, Swift Code LASLUS44, reference Novelis,


(ii) with respect to the Borrowers’ obligations to make payments in respect of Canadian
Revolving Loans in Canadian Dollars, the Canadian Funding Agent’s Account No. 071720001115 at
Royal Bank of Canada, Swift ID ROYCCAT2, Swift Code ABNACATT, reference Novelis Inc. & a/c
number 450813186911,


(iii) with respect to the Borrowers’ obligations to make payments in respect of Canadian Revolving
Loans in Dollars, the Canadian Funding Agent’s Account No. 673001195941 at ABN AMRO Bank N.V., ABA
Routing No. 026009580, Swift Code ABNAUS33, reference Novelis Inc.,


(iv) with respect to the Borrowers’ obligations to make payments in respect of U.S./European
Revolving Loans in GBP, the account of ABN AMRO Bank, Chicago, Account No.


1







 




GB71ABNA40503000909904 at ABN AMRO Bank, London, Sort CODE 40-50-30, Swift Code ABNAGB2L, reference
ABL Loan — Novelis,


(v) with respect to the Borrowers’ obligations to make payments in respect of U.S./European
Revolving Loans in Euros, the account of ABN AMRO Bank, Chicago,
Account No. NL22ABNA0540433918 at
ABNAMRO Bank, Amsterdam, Swift Code ABNANL2A, reference ABL Loan
— Novelis, and


(vi) with respect to the Borrowers’ obligations to make payments in respect of European Swingline
Loans in CHF, an account to be identified by notice to the Administrative Borrower;


or, in each case, such other account as is specified from time to time by the Funding Agent in a
notice to the Administrative Borrower or, in the case of payments by the Lenders, notice to the
Lenders.


2







 





Schedule 2.18




Existing Letters of Credit




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Bank	 	Benificiary	 	Expiry date	 	Currency	 	Amount	 	 	Amount(USD)	 
	Novelis Inc
	 	CITI	 	Kingston	 	February 28, 2008	 	CAD	 	 	573,137	 	 	$	541,871	 
	Novelis Inc
	 	National city	 	Atlanta Property of GA	 	March 1, 2008	 	USD	 	 	200,000	 	 	$	200,000	 
	Novelis Corp.
	 	National city	 	Liberty Mutual	 	January 1, 2008	 	USD	 	 	2,048,347	 	 	$	2,048,347	 
	Novelis Corp.
	 	National city	 	Zurich Insurance	 	July 21, 2007	 	USD	 	 	10,134,786	 	 	$	10,134,786	 
	Novelis Corp.
	 	National city	 	Commonwealth of Kentucky	 	May 29, 2008	 	USD	 	 	1,152,377	 	 	$	1,152,377	 
	Novelis Corp.
	 	National city	 	Pennyrile Rural Electric Cooperative	 	May 29, 2008	 	USD	 	 	47,275	 	 	$	47,275	 
	Novelis Deutschland GmbH
	 	CITI	 	Sistem Teknik	 	July 3, 2007	 	EUR	 	 	17,750	 	 	$	24,126	 
	Novelis Deutschland GmbH
	 	CITI	 	Mechaterm International Ltd.	 	July 30, 2007	 	GBP	 	 	33,600	 	 	$	67,526	 
	Novelis Deutschland GmbH
	 	CITI	 	Bharat Aluminum Company Ltd.	 	August 6, 2007	 	EUR	 	 	553,461	 	 	$	752,264	 
	Novelis Deutschland GmbH
	 	CITI	 	Lanzhou Aluminum Co Ltd	 	September 13, 2007	 	EUR	 	 	73,000	 	 	$	99,222	 
	Novelis Deutschland GmbH
	 	CITI	 	Lanzhou Aluminum Co Ltd	 	July 15, 2007	 	EUR	 	 	73,000	 	 	$	99,222	 
	Novelis Deutschland GmbH
	 	CITI	 	Chalco Henan International Trading Co. Ltd.	 	September 30, 2007	 	USD	 	 	446,350	 	 	$	446,350	 
	Novelis Deutschland GmbH
	 	CITI	 	China Aluminium International Trading Co. Ltd.	 	August 25, 2007	 	EUR	 	 	71,600	 	 	$	97,319	 
	Novelis Deutschland GmbH
	 	CITI	 	Open-end Joint Stock Company
Sibirsko-Urals	 	February 28, 2008	 	EUR	 	 	905,800	 	 	$	1,231,163	 
	Novelis Deutschland GmbH
	 	CITI	 	Open-end Joint Stock Company Sibirsko-Urals	 	February 28, 2008	 	EUR	 	 	1,358,700	 	 	$	1,846,745	 
	Novelis Deutschland GmbH
	 	CITI	 	Assan Aluminyum Sanayi Ve Ticaret	 	August 16, 2008	 	EUR	 	 	1,650,000	 	 	$	2,242,680	 
	Novelis Deutschland GmbH
	 	CITI	 	Assan Aluminyum Sanayi Ve Ticaret	 	December 31, 2008	 	EUR	 	 	324,000	 	 	$	440,381	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Bank	 	Beneficiary	 	Expiry date	 	Currency	 	Amount	 	 	Amount(USD)	 
	Novelis Deutschland GmbH
	 	CITI	 	Aluminum Konin — Impexmetal S.A.	 	October 15, 2007	 	EUR	 	 	61,500	 	 	$	83,591	 
	Novelis Deutschland GmbH
	 	CITI	 	Aluminum of Greece S.A.	 	November 29, 2007	 	EUR	 	 	32,820	 	 	$	44,609	 
	Novelis Deutschland GmbH
	 	CITI	 	Hydro Aluminium Deutschland GmbH	 	July 31, 2007	 	EUR	 	 	95,500	 	 	$	129,804	 
	Novelis Deutschland GmbH
	 	CITI	 	SC ALRO SA	 	May 24, 2008	 	EUR	 	 	32,000	 	 	$	43,494	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	CEGEDEL SA	 	December 31, 2007	 	EUR	 	 	839,000	 	 	$	1,140,369	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Kramer Verwaltungs GmbH&Co. KG	 	March 20, 2008	 	EUR	 	 	4,893	 	 	$	6,651	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Hauptzollamt Braunschweig	 	March 1, 2008	 	EUR	 	 	400,000	 	 	$	543,680	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	China CNTC International Tendering Co.	 	September 16, 2007	 	EUR	 	 	20,000	 	 	$	27,184	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Chongging Tendering	 	October 4, 2007	 	EUR	 	 	45,000	 	 	$	61,164	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	GHI	 	October 12, 2007	 	EUR	 	 	23,000	 	 	$	31,262	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	GHI	 	October 12, 2007	 	EUR	 	 	23,000	 	 	$	31,262	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Henan Central Sun International	 	November 10, 2007	 	EUR	 	 	65,000	 	 	$	88,348	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	China CNTC International Tendering Co.	 	November 25, 2007	 	USD	 	 	110,000	 	 	$	110,000	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Xinjinag Joinworld	 	April 25, 2008	 	USD	 	 	70,000	 	 	$	70,000	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Hydro Aluminium Alucast GmbH	 	January 18, 2008	 	EUR	 	 	63,600	 	 	$	86,445	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Shangdong Tendering Co. Ltd	 	November 15, 2007	 	USD	 	 	95,000	 	 	$	95,000	 
	Novelis Deutschland GmbH
	 	Commerzbank	 	Shangdong Tendering Co. Ltd	 	November 5, 2007	 	USD	 	 	26,000	 	 	$	26,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	24,090,515	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Summary By Currency	 	 	USD	 
	Exchange Rates Used to Convert to USD*:
	 	USD	 	 	14,330,135	 	 	$	14,330,135	 
	EUR/USD
	 	1.3592	 	GBP	 	 	33,600	 	 	$	67,526	 
	GBP/USD
	 	2.0097	 	EUR	 	 	6,732,624	 	 	$	9,150,983	 
	USD/CAD
	 	1.0577	 	CAD	 	 	573,137	 	 	$	541,871	 
	 
	 	 	 	 	 	 	 	 	 	 	 	$	24,090,515	 








 




			
	*	 	Rates according to Reuters real time rates for 7/5/07






 









 








Schedule 2.20 




Canadian Lenders




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	% of ABL Revolver
	Lender	 	Amount (USD)	 	Canadian Tranche
	ABN AMRO Bank N.V.
	 	 	15,000,000.00	 	 	 	25	%
	Royal Bank of Canada
	 	 	10,000,000.00	 	 	 	16.66	%
	CIT Business Credit
Canada Inc.
	 	 	35,000,000.00	 	 	 	58.33	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	 	60,000,000.00	 	 	 	100.00	%
	 
	 	 	 	 	 	 	 	 







1









 








Schedule 2.21 




Lenders to Swiss Borrower




	 	 	 
	SWISS QUALIFYING BANKS	 	SWISS NON-QUALIFYING BANKS
	ABN AMRO Bank N.V.

	 	General Electric Capital Corporation
	LaSalle Bank National Association

	 	The CIT Group/Business Credit, Inc.
	UBS AG, Stamford Branch

	 	Lloyds TSB Commercial Finance Limited
	Bank of America, N.A.

	 	State of California Public Employees’ Retirement System
	Wachovia Bank N.A.

	 	Wells Fargo Foothill, LLC
	Royal Bank of Canada

	 	HSBC Business Credit (USA) Inc.
	Commerzbank AG, New York Branch

	 	Siemens Financial Services, Inc.
	Allied Irish Banks, P.L.C.

	 	RBS Business Capital, a division of RBS Asset Finance, Inc.
	PNC Bank, National Association

	 	Citicorp North America, Inc.
	Bayerische Landesbank, New York Branch

	 	UPS Capital Corporation
	National City Business Credit, Inc.
	 	 
	Natixis
	 	 






 









 





Schedule 3.06(c)




Violations or Proceedings





	§	 	Novelis Inc. has filed an action against a Spanish affiliate
of Alcoa, Inc. (“Alcoa”) that
it believes is infringing on one of Novelis Inc.’s litho product pretreatment patents. Novelis
Inc. owns a family of patents covering an electrolytic method for cleaning aluminum sheet that
is used as a pretreatment for lithographic sheet, which includes European patent 0795048. This
European patent was validated in Spain and corresponds to U.S. patent 5,997,721. Novelis Inc.
became aware that the Spanish affiliate of Alcoa might be infringing this patent at its
facility in Alicante, Spain, and has requested that a Spanish court appoint an expert to
conduct a “Verification of facts” as permitted under Spanish law. Such expert conducted an
inspection of the Alcoa facility and their related documents in the fourth quarter of 2006.
The expert’s report indicates that Alcoa is using the patented process. Novelis has now filed
an infringement action against Alcoa, and Alcoa has counterclaimed that the patent in question
is not valid.






 









 








Schedule 3.17




 Pension Matters




Novelis UK Pension Plan



The Novelis UK Pension Plan is a defined benefit scheme, with currently 950 active members, 730
deferred members and ~880 pensioners. The sponsoring employer is Novelis UK Ltd. On the 1st of
January 2006 around 575 Novelis employees who had participated in the British Alcan RILA Plan
became active contributing members of the Novelis UK Pension Plan, with 377 (65%) of them electing
to keep their past service with the British Alcan RILA Plan. At the same time the Novelis UK
Pension Plan was closed to new members with a defined contribution plan being set up for new
employees.





 









 








Schedule 3.19




 Insurance




1) Property Insurance Summary



“ALL RISK” PROPERTY DAMAGE, MACHINERY BREAKDOWN & BUSINESS INTERRUPTION INSURANCE
COVERAGE



July 1,
2007 - July 1, 2008



NAMED INSURED:





	 	§	 	Novelis Inc. and/or its affiliated, subsidiary and associated companies and/or corporations and the
Insured’s interest in partnerships and joint ventures as now exist or may hereafter be constituted
or acquired and any party in interest which the Insured is responsible to insure.
	 
	 	§	 	Including the Insured’s interest in the following joint ventures:






	 	o	 	Logan Aluminum Inc.
	 
	 	o	 	Aluminium Norf GmbH (to be insured 100%)





PERIOD OF INSURANCE:




From
July 1, 2007, to July 1, 2008



Both Dates at 12:01 am standard time at the place where the Property Insured is located.




COVERAGE DETAILS:



Property Insured



All real and personal property of every kind, nature and description except as may hereafter be
excluded including but not limited to:





	 	§	 	All property in which the Insured has an insurable interest including but not limited to property owned, used, leased or intended for use by the Insured, or hereafter
constructed, erected, installed, or acquired. In the event of loss or damage, the Insurers
agree to accept and consider the Insured as sole and unconditional owner of improvements
and betterments, notwithstanding any contract or leases to the contrary.
	 
	 	§	 	All property of others in the Insured’s care, custody and control and/or for which the
Insured may be legally liable and/or under an obligation and/or has assumed responsibility to provide
insurance.
	 
	 	§	 	All property which is required to be specifically insured by reason of any statute.




 









 




Perils Covered



	 	§	 	All Perils of direct physical loss or damage including Machinery Breakdown and Business
Interruption, to the Property Insured by any cause whatsoever including Earthquake, Windstorm,
and Flood.




LIMITS OF LIABILITY:


U.S.     $750,000,000     EACH OCCURRENCE



	 	§	 	Combined for Property Damage, including Machinery Breakdown and Business Interruption
excess of the DEDUCTIBLE LEVELS and subject to the following ground-up sub-limits, where
applicable, as described below:




GROUND-UP PROGRAM SUB-LIMITS



	 	 	 	 	 	 	 
	Contingent Business
Interruption and Contingent
Extra Expense
 (Direct
Suppliers and/or Customers)
	 	$	200,000,000	 	 	each and every
occurrence for BI.
except,
	 
	 	$	25,000,000	 	 	each and every
occurrence combined for
PD & BI from
interruption emanating
from earthquake in the
New Madrid zone.
	Course of Construction
	 	$	100,000,000	 	 	each and every
occurrence combined for
PD & BI including
Advance loss of Profits.
	Debris Removal
	 	$	50,000,000	 	 	each and every
occurrence for PD or 25%
of the loss, whichever
is greater.
	Decontamination Expenses
	 	$	50,000,000	 	 	each and every
occurrence for PD.
	Defense Costs
	 	$	5,000,000	 	 	each and every
occurrence combined for
PD & BI.
	Demolition and Increased
Cost of Construction
	 	$	100,000,000	 	 	each and every
occurrence combined for
PD & BI.
	Earthquake
	 	$	750,000,000	 	 	each and every
occurrence combined for
PD & BI and in the
annual aggregate, except




 







 





	 	 	 	 	 	 	 
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Chile.
	 

	 	$	300,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for China.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Columbia.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Guam.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Indonesia.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Israel.
	 

	 	$	300,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Mexico.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Peru.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Portugal.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Taiwan.
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in
the annual aggregate for Venezuela.






 









 





	 	 	 	 	 	 	 
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI and in the
annual aggregate for Turkey
	 

	 	$	25,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate for California.
This sub-limit applies on a
cumulative basis for all
coverage triggered by earthquake
in this zone.
	 

	 	$	25,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate for Japan. This
sub-limit applies on a
cumulative basis for all
coverage triggered by earthquake
in this zone.
	 

	 	$	25,000,000	 	 	each and every occurrence
combined for PD &d BI and in the
annual aggregate for New
Zealand. This sub-limit applies
on a cumulative basis for all
coverage triggered by earthquake
in this zone.
	 

	 	$	50,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate for New Madrid
(sub-limit does not apply to the
Logan facility).
	 

	 	$	50,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate for Pacific
Northwest.
	 

	 	$	50,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate for
Philippines.
	Extra / Expediting Expenses

	 	$	200,000,000	 	 	combined each and every
occurrence for PD & BI.
	Fine Arts

	 	$	25,000,000	 	 	each and every occurrence for PD.
	Fire Fighting Expenses
Including Cost of
Extinguishing Materials

	 	$	25,000,000	 	 	each and every occurrence for PD.






 









 





	 	 	 	 	 	 	 
	Flood

	 	$	750,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate except,
	 

	 	$	100,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate for properties
situated in a 100 year
floodplain.
	 

	 	$	100,000,000	 	 	each and every occurrence
combined for PD & BI and in the
annual aggregate for flood in
the Netherlands.
	Interruption By Civil or Military
Authority

	 	$	100,000,000	 	 	each and every occurrence for PD
& BI or 30 consecutive days,
whichever is less.
	Interruption of Ingress and/or
Egress 

	 	$	100,000,000	 	 	each and every occurrence for PD
& BI or 30 consecutive days,
whichever is less.
	Impounded
Water

	 	$	100,000,000	 	 	each and every occurrence
combined for PD and BI.
	 Land and Water Contaminant or
Pollutant Cleanup, Removal and
Disposal

	 	$	100,000	 	 	each and every occurrence for PD.
	Leasehold Interest

	 	$	100,000,000	 	 	each and every occurrence for BI.
	Neighbour’s Recourse Liability

	 	$	15,000,000	 	 	each and every occurrence
combined for PD & BI.
	Newly Acquired Location

	 	$	100,000,000	 	 	each and every occurrence
combined for PD & BI.
	Non-Admitted Tax Liability

	 	$	150,000,000	 	 	each and every occurrence.
	Pot Line Freeze Up

	 	$	100,000,000	 	 	each and every occurrence
combined for PD and BI.
	Research & Development

	 	$	25,000,000	 	 	each and every occurrence
combined for PD & BI.
	Recapture of Investment Incentives

	 	$	50,000,000	 	 	each and every occurrence.
	Royalties

	 	$	10,000,000	 	 	each and every occurrence






 









 





	 	 	 	 	 	 	 
	Service Interruption

	 	$	200,000,000	 	 	each and every
occurrence combined
for PD & BI, except
	 

	 	$	25,000,000	 	 	each and every
occurrence combined
for PD & BI from
interruption
emanating from
earthquake in the
New Madrid zone.
	Transit

	 	$	25,000,000	 	 	each and every
occurrence combined
for PD & BI.
	Transmission and Distribution Lines

	 	$	10,000,000	 	 	each and every
occurrence combined
for direct loss
causing PD & BI.
	Unnamed Location

	 	$	100,000,000	 	 	each and every
occurrence combined
for PD & BI.






DEDUCTIBLE LEVELS:





          $2,500,000 each and every occurrence combined for Property Damage, Business
Interruption and Machinery Breakdown coverage for locations with insurable values
exceeding US $100,000,000.




          $1,000,000 each and every occurrence combined for Property Damage, Business
Interruption and Machinery Breakdown coverage for locations with insurable values equal to
or less than US $100,000,000.


BASIS OF VALUATION



Replacement cost and as further stipulated within the attached policy wording.



DIFFERENCE IN CONDITIONS



Master Policy provides coverage where conditions of the locally integrated and/or non-integrated
policies differ from the Master Policy and specifically where the conditions of the Master Policy
are broader.



DIFFERENCE IN LIMITS



Master Policy provides coverage where the difference between the limits of liability stated in any
locally integrated and/or non-integrated policies are less than the Master Policy.



TERRITORY



Worldwide except no coverage will be provided in the following countries:





 











 





Afghanistan, Albania, Algeria, Angola, Armenia, Azerbaijan, Bosnia and Herzegovina, Cambodia, Chad,
Congo, Cuba, Chechnya, Georgia, Iraq, Iran, Kyrgyszstan, Laos, Lebanon, Liberia, Montenegro,
Nigeria, North Korea, Pakistan, Serbia, Somalia, Syria, Tajikhistan, Tchechnia, Turkmenistan,
Uzbekistan, Yugoslavia and Zaire.




EXCLUSIONS:





	 	§	 	MARINE EXPORT SHIPMENTS
	 
	 	§	 	MARINE IMPORT SHIPMENTS
	 
	 	§	 	AIRCRAFT / WATERCRAFT
	 
	 	§	 	LAND/WATER
	 
	 	§	 	LABOUR DISTURBANCES
	 
	 	§	 	WAR / NUCLEAR DEVICE / REBELLION / SEIZURE BY PUBLIC
	 
	 	§	 	AUTHORITY / CONTRABAND OR ILLEGAL TRADE
	 
	 	§	 	NUCLEAR
	 
	 	§	 	FRAUD
	 
	 	§	 	WEAR AND TEAR
	 
	 	§	 	CROPS or STANDING TIMBER
	 
	 	§	 	CURRENCY / PREVIOUS METALS
	 
	 	§	 	OFFSHORE PROPERTY
	 
	 	§	 	VEHICLES
	 
	 	§	 	MYSTERIOUS DISAPPEARANCE
	 
	 	§	 	CHANGES IN TEMPERATURE
	 
	 	§	 	PROPERTY SOLD
	 
	 	§	 	UNDERGROUND MINES
	 
	 	§	 	satellites / spacecraft
	 
	 	§	 	manufacturing or processing errors
	 
	 	§	 	errors in design
	 
	 	§	 	cost of making good defective design or specifications
	 
	 	§	 	errors in processing / manufacturing product
	 
	 	§	 	settling, cracking, shrinkage
	 
	 	§	 	remote loss / delay or loss of market
	 
	 	§	 	VERMIN, INSECTS or animals
	 
	 	§	 	LOCAL, STATE OR NATIONAL GOVERNMENT CATASTROPHE POOLS
	 
	 	§	 	POLLUTION
	 
	 	§	 	FINES / PENALTIES
	 
	 	§	 	10 YEAR FLOOD PLAIN (based on the renewal schedule of locations there are currently no
locations situated in a 10 year flood plain)
	 
	 	§	 	MICRO ORGANISM
	 
	 	§	 	BIOLOGICAL / CHEMICAL MATERIALS





CANCELLATION:



Insurance may be cancelled by the insurer by mailing at least 90 days’ prior written notice to the
Named Insured, except for non-payment of premium, which is 15 days by written notice.




CURRENCY:

U.S. DOLLARS














 







ENDORSEMENTS:





	 		 	- Electronic Date Recognition Clarification Clause
	 
	 		 	- Computer Virus Clause
	 
	 		 	- War and Terrorism Exclusion Endorsement
	 
	 		 	- Asbestos Exclusion Endorsement





2) Liability Insurance Summary




Summary of Insurance — Comprehensive General Liability




	 	 	 
	Insured:

	 	Novelis Inc.
	 
	 	 
	Insurer:

	 	Zurich Insurance Company
	 
	 	 
	Primary Policy Number:

	 	LA 37’940B
	 
	 	 
	Policy Period:

	 	April 1, 2007, to April 1, 2008
	 
	 	 
	Limits Of Liability:

	 	US $75,000,000 per claim made for all insured losses combined, including
loss expense, subject to an annual aggregate of US $150,000,000 for all
claims made within one insurance year irrespective of whether the claims
are attributable to one or more than one occurrence.
	 
	 	 
	 

	 	Sub-Limits for Additional Coverages
	 
	 	 
	 

	 	US $75,000,000 per claim made and in the aggregate per
insurance year for the following Additional Coverages combined:
	 
	 	 
	 

	 	a)    Personal Injury Liability
	 
	 	 
	 

	 	b)    Advertiser’s Liability
	 
	 	 
	 

	 	c)    Employer’s Liability
	 
	 	 
	 

	 	d)    Employee Benefits Liability
	 
	 	 
	 

	 	e)    Loss of Use
	 
	 	 
	 

	 	f)    Pure financial loss
	 
	 	 
	 

	 	g)    Additional Coverage for Motor Vehicles
















 





	 	 	 
	 
	 	The Indemnity of Zurich is limited to:
	 
	 	 
	 
	 	a)   US $50,000,000 per claim made and in the aggregate per
insurance year for Product Recall Costs, and included in
this sub-limit US $15,000,000 per claim made and in the
aggregate per insurance year for Product Recall costs in the
case of insured entities that maintain no certified quality
management system under recognised standards (e.g. ISO 9001,
et seq.);

	 
	 	 
	 
	 	b)   US $25,000,000 per claim made and in the aggregate per
insurance year for Dismantling and Assembly Expenses;

	 
	 	 
	 
	 	c)   For Special Coverages according to (a) and (b) above,
the maximum limit of indemnity per claim made and in the
aggregate per insurance year remains US $50,000,000;

	 
	 	 
	 
	 	 d)   US $400,000 per claim made and US $4,000,000 in the
aggregate per insurance year for Legal Protection in
criminal Proceedings;

	 
	 	 
	 
	 	e)   US $4,000,000 per claim made and in the aggregate per
insurance year for claims in respect of losses relating to
Contingent Watercraft.

	 
	 	 
	Deductibles:
	 	The deductibles per claim made are as follows:
	 
	 	 
	 
	 	General Deductible for entities in Canada
	 
	 	 
	 
	 	CAD $25,000 for Product Liability
	 
	 	 
	 
	 	CAD $25,000 for other losses
	 
	 	 
	 
	 	No deductible for bodily injury claims
	 
	 	 
	 
	 	Germany
	 
	 	 
	 
	 	EUR 50,000 for Product Liability
	 
	 	 
	 
	 	In connection with the local environmental industrial
liability insurance per insurance case 10% but a minimum of
EUR 50,000 and a maximum of EUR 500,000
	 
	 	 
	 
	 	EUR 4,000 for other losses
	 
	 	 
	 
	 	No deductible for bodily injury claims
	 
	 	 
	 
	 	Italy
	 
	 	 
	 
	 	EUR 50,000
	 
	 	 
	 
	 	South Korea
	 
	 	 
	 
	 	US $20,000
	 
	 	 
	 
	 	No deductible for bodily injury claims
	 
	 	 
	 
	 	Switzerland
	 
	 	 
	 
	 	CHF 30,000 for Product Liability
	 
	 	 
	 
	 	CHF 6,000 for other losses
	 
	 	 
	 
	 	No deductible for bodily injury claims












 






	 	 	 
	 

	 	United Kingdom
	 
	 	 
	 

	 	GBP 10,000 for Product Liability
	 
	 	 
	 

	 	GBP 2,000 for other losses
	 
	 	 
	 

	 	No deductible for bodily injury claims
	 
	 	 
	 

	 	United States of America (USA)
	 
	 	 
	 

	 	US $1,000,000 for losses which occur and/or are litigated in
the USA only
	 
	 	 
	 

	 	US $25,000 for other losses
	 
	 	 
	 

	 	Belgium, France, Spain
	 
	 	 
	 

	 	EUR 20,000 for Product Liability
	 
	 	 
	 

	 	EUR 4,000 for other losses
	 
	 	 
	 

	 	No deductible for bodily injury claims
	 
	 	 
	 

	 	Other Countries
	 
	 	 
	 

	 	US $20,000 for Product Liability
	 
	 	 
	 

	 	US $4,000 for other losses
	 
	 	 
	 

	 	No deductible for bodily injury claims
	 
	 	 
	 

	 	Difference in Limits Coverage
	 
	 	 
	 

	 	No deductible is applicable to Difference in Limits Coverage
	 
	 	 
	 

	 	Deductible for Special Coverages
	 
	 	 
	 

	 	Notwithstanding the other deductibles mentioned above, the

deductibles for the Special Coverages amount to:
	 
	 	 
	 

	 	US $1,000,000 in respect of Novelis Inc. and its subsidiaries
for claims which are made and/or are litigated in the USA
only US $810,000 for other losses / entities
	 
	 	 
	 

	 	Novelis Inc. participates in the Program with an annual
program deductible of US $950,000 per claim made in excess of
the applicable deductible(s) with an annual aggregate
of US $2,000,000.
	 
	 	 
	Territorial Limits:

	 	Worldwide
	 
	 	 
	Coverage:

	 	The policy covers legal liability arising out of the
companies and their activities, in respect of business
premises, property, operations and product liability risks
for bodily injury and property damage.
















 






	 	 	 
	Insuring and
Defense Agreement:

	 	The coverage provided by Zurich consists of the indemnity for
justified insured claims and of any loss expense, including
defense costs, against both justified and unjustified insured
claims. Payments under these coverages will be made by
Zurich, on behalf of the insureds. They will include but not
be restricted to:
	 
	 	 
	 

	 	a)   Interest on damages;
	 
	 	 
	 

	 	b)   Premiums on bonds to release attachments for an amount not
in excess of the limit of indemnity of this contract as well
as all premiums on appeal bonds required in any above defended
claim;

	 
	 	 
	 

	 	c)   Loss reduction expenses;
	 
	 	 
	 

	 	d)   Cost of experts, lawyers, court, arbitration and mediation
expenses

	 
	 	 
	 

	 	e)   Litigation costs of an opposing party;
	 
	 	 
	 

	 	f)   Loss prevention
expenses,



 And will be limited by the
limit of indemnity of this contract.
	 
	 	 
	Principal Extensions:

	 	Comprehensive General Liability Manuscript Policy Form which

includes:
	 
	 	 
	 

	 	   §   Additional coverage for Motor Vehicles – limited to the
Limit of Indemnity and applies excess of the greater of US
$2,000,000 or the limit of indemnity of the locally existing
basic motor vehicle coverage;

	 
	 	 
	 

	 	   §   Advertisers’ Liability;

	 
	 	 
	 

	 	   §   Agreed Waiver of Liability;

	 
	 	 
	 

	 	   §   Assumption of Legal Third-Party Liability;

	 
	 	 
	 

	 	   §   Condominium Owners;

	 
	 	 
	 

	 	   §   Cross Liability;

	 
	 	 
	 

	 	   §   Damage to Property in the Custody of or Worked Upon by
the Insured;

	 
	 	 
	 

	 	   §   Effects of Ionizing Radiation;

	 
	 	 
	 

	 	   §   Employee Benefits Liability;

	 
	 	 
	 

	 	   §   Employer’s Liability – limited to the Limit of Indemnity
and applies excess of:

	 
	 	 
	 

	 	           §   US $100,000 for the USA

	 
	 	 
	 

	 	           §   CDN $1,000,000 for other countries

	 
	 	 
	 

	 	  
§   Extension of the
Statutory Time-Limits;

	 
	 	 
	 

	 	   §   Fault on the Part of Independent Contractors;

	 
	 	 
	 

	 	   §   Identification or Elimination of Defects and Damage;

	 
	 	 
	 

	 	   §   Insured Ancillary Risks;

	 
	 	 
	 

	 	   §   Joint Ventures;

	 
	 	 
	 

	 	   §   Leased Telecommunications Installations;

	 
	 	 
	 

	 	   §   Leasehold Property;

	 
	 	 
	 

	 	   §   Legal liability arising from the granting of licenses
conferring rights in respect of intangible goods;

	 
	 	 
	 

	 	   §   Legal Protection in Criminal Proceedings;

	 
	 	 
	 

	 	   §   Loss of Use;

	 
	 	 
	 

	 	   §   Loss during Loading and Unloading;

















 






	 	 	 
	 

	 	   §   Losses Incurred in Mixing, Combining and Further Processing;

	 
	 	 
	 

	 	   §   Losses Relating to Environmental Damage Caused by
Installations for the Storage, Treatment or Disposal of Waste or
Waste Products;

	 
	 	 
	 

	 	   §   Machinery Clause;

	 
	 	 
	 

	 	   §   Non Owned Aviation Liability / Airport Premises — limited to
the Limit of Indemnity and applies excess of CDN $5,000,000;

	 
	 	 
	 

	 	   §   Objection of Late Complaints;

	 
	 	 
	 

	 	   §   Personal Injury Liability;

	 
	 	 
	 

	 	   §   Personal Liability;

	 
	 	 
	 

	 	   §   Pure Financial Loss;

	 
	 	 
	 

	 	   §   Railroad Branch Lines and Sidetracks and Related
Installations and Rolling Stock;

	 
	 	 
	 

	 	   §   Real Estate and Installations not Used for Business Purposes;

	 
	 	 
	 

	 	   §   Use of Public Highways for Internal Works Traffic.

	 
	 	 
	Special Coverages:

	 	Special coverages shall mean the following additional
coverages;
	 
	 	 
	 

	 	   §   Dismantling and assembly expenses;

	 
	 	 
	 

	 	   §   Product recall costs;

	 
	 	 
	 

	 	   §   Loss prevention expenses;

	 
	 	 
	 

	 	   §   Testing and sorting costs.

	 
	 	 
	Principal Exclusions:

	 	The policy excludes the following:
	 
	 	 
	 

	 	   §   Own Damages;

	 
	 	 
	 

	 	   §   Bodily injury to employees;

	 
	 	 
	 

	 	   §   Employment-related practices;

	 
	 	 
	 

	 	   §   Workers’ Compensation and Occupational Disease;

	 
	 	 
	 

	 	   §   Charterers’ Liability;

	 
	 	 
	 

	 	   §   Damage to property in the custody of or worked upon by the Insured;

	 
	 	 
	 

	 	   §   Radioactivity;

	 
	 	 
	 

	 	   §   Civil War;

	 
	 	 
	 

	 	   §   Special Substances and Risks;

	 
	 	 
	 

	 	   §   Intentional Act;

	 
	 	 
	 

	 	   §   Terrorism in the USA;

	 
	 	 
	 

	 	   §   Losses relating to environmental damage except for (1)
consequences of a sudden event (2) losses relating to
environmental damage caused by installations for composting or
short-term storage on waste products or purification of waste
water.




















 





Schedule 3.21 


Acquisition Documents





	(i)	 	Each Acquisition Document






	 	§	 	Arrangement Agreement, dated as of February 10, 2007, by and among Hindalco
Industries
Limited, AV Aluminum Inc. and Novelis Inc.
	 
	 	§	 	Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, dated
April 5,
2007, by Novelis Inc.
	 
	 	§	 	Final Order Approving the Arrangment, dated May 14, 2007, by the Ontario Superior
Court of Justice
	 
	 	§	 	Articles of Arrangement, dated May 15, 2007, by and among Novelis Inc., AV Metals Inc.
and
Hindalco Industries Limited






	(ii)	 	Each material Senior Note Document






	 	§	 	Indenture, relating to the 71/4% Senior Notes due 2015, dated as of February 3, 2005,
between
Novelis Inc., the guarantors named on the signature pages thereto and The Bank of New York
Trust Company, N.A., as trustee (the “Indenture”)
	 
	 	§	 	Registration Rights Agreement, dated as of February 3, 2005, among Novelis Inc., the
guarantors
named on the signature pages thereto, Citigroup Global Markets Inc., Morgan Stanley & Co.
Incorporated and UBS Securities LLC, as Representatives of the Initial Purchasers
	 
	 	§	 	Supplemental Indenture, dated as of November 29, 2006, between Novelis Inc., Novelis
Finances
USA LLC, Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC and the
Bank of New York Trust Company, N.A.
	 
	 	§	 	Supplemental Indenture, dated as of May 14, 2007, between Novelis Inc., Novelis No. 1
Limited Partnership, the guarantors named on the signature pages on the Indenture and The Bank of
New
York Trust Company, N.A., as trustee






	(iii)	 	Each material Term Loan Document






	 	§	 	Term Loan Credit Agreement, dated July 6, 2007 among Novelis Inc., as Canadian
Borrower,
Novelis Corporation, as U.S. Borrower, AV Aluminum Inc. as Parent Guarantor, and the other
guarantors party thereto, the Lenders party thereto, UBS AG, Stamford Branch, as
Administrative
Agent and as Collateral Agent and UBS Securities LLC and ABN AMRO Incorporated, as Joint
Lead Arrangers and Joint Bookmanagers (the “Term Loan”).
	 
	 	§	 	The Security Documents as defined in the Term Loan






	(iv)	 	Each material agreement, certificate, instrument, letter or other document delivered
pursuant to the Subordinated Debt Loan






	 	§	 	Promissory Note, dated May 15, 2007, between AV Aluminum Inc. as “Debtor” and AV Metals
Inc. as “Lender”






 









 









	(v)	 	Each material agreement, certificate, instrument, letter or other document delivered
pursuant to any other Material Indebtedness:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Company	 	Description	 	Bank Name	 	Issue Date	 	Due date	 	US$ Amount
	Novelis Inc.

	 	Bond
	 	N/A
	 	February 3, 2005
	 	February 3, 2015
	 	$	1,399,159,000	 
	Novelis Korea Ltd.

	 	Loan
	 	Korea Exchange Bank
	 	December 28, 2004
	 	December 28, 2007
	 	$	70,000,000	 
	Novelis Inc.

	 	Hedging Obligation
	 	N/A
	 	N/A
	 	N/A
	 	$	81,936,375	 






 









 





Schedule 3.24 




Location of Material Inventory




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	Novelis Inc.

	 	7307 Meadow Avenue

Burnaby, British
Columbia V5J 4Z2

Canada
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	1 Lappan’s Lane,
P.O. Box 2000

Kingston, Ontario
K7L 4Z5 
Canada
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Kingston Research
and 
Development
Center 
945 Princess
Street, P.O. Box
8400
 Kingston,
Ontario K7L 5L9

Canada
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	2040 rue Fay, P.O.
Box 1010 
Saguenay,
Quebec G7S 4K6

Canada
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	1909 (2150) rue
Onésine-Gagnon 

Lachine, Quebec,
H8T 3M8
 Canada
	 	Leased
	 	No






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	Novelis 

Corporation

	 	Foil Products Division:

Executive Office:
	 	Leased
	 	No
	 

	 	15 13 Redding Drive

LaGrange, Georgia 30240

USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Global Automotive Products

Division:
	 	Leased
	 	No
	 

	 	Executive Office:	 	 	 	 
	 

	 	28970 Cabot Drive	 	 	 	 
	 

	 	Suite 500	 	 	 	 
	 

	 	Novi, Michigan 48377	 	 	 	 
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Rolled Products North America

Division:
	 	Leased
	 	No
	 

	 	Aurora Research and Development:	 	 	 	 
	 

	 	535 North Exchange Court

Aurora, Illinois 60504

USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Berea Recycling Plant:

302 Mayde Road

Berea, Kentucky 40403

USA
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Fairmont Light Gauge Plant:

1800 Speedway

Fairmont, West Virginia 26554

USA
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Greensboro Recycling Plant:

1261 Willow Run Road

Greensboro, Georgia 30642

USA
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Light Gauge Sales Office:

7421 Camel Executive Park

Charlotte NC 28226-0415

USA
	 	Home office, de

minimis annual rent
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Louisville Light Gauge Plant:

1430 South 13th Street

Louisville, Kentucky 40210

USA
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Oswego Sheet Products Plant:

Lake Road North

Oswego, New York 13126

USA
	 	Owned
	 	N/A






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	 

	 	Terre Haute Light Gauge Plant:

5901 North 13th Street

Terre Haute, Indiana 47805

USA
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Warren Sheet Products Plant:

390 Griswold Avenue, NE

Warren, Ohio 44483
	 	Owned
	 	N/A
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Other:	 	 	 	 
	 

	 	1022 1 E. Montgomery Suite A,
	 	Lease, de minimis
	 	No
	 

	 	Spokane, WA 99206
	 	annual rent	 	 
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	2408 Zurlo Ct.
	 	Home office, de
	 	No
	 

	 	Santa Rosa, California 95403
	 	minimis annual rent	 	 
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	475 Jennifer Lane
	 	Home office, de
	 	No
	 

	 	Grayslake, Illinois 60030
	 	minimis annual rent	 	 
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	14 Ledgewood Drive
	 	Home office, de
	 	No
	 

	 	Bedford, Massachusetts 01730
	 	minimis annual rent	 	 
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	9 Davidson Avenue
	 	Home office, de
	 	No
	 

	 	Jamesburg, New Jersey 08831
	 	minimis annual rent	 	 
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	1616 Westgate Circle
	 	Sales office, de
	 	No
	 

	 	Suite 105
	 	minimis annual rent	 	 
	 

	 	Brentwood, Tennessee 37027	 	 	 	 
	 

	 	USA	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis UK
Ltd.

	 	Bridgnorth:

Stourbridge Road

Bridgnorth

WV 5 6AW

United Kingdom
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Latchford:
	 	Owned
	 	N/A
	 

	 	Thelwall Lane	 	 	 	 
	 

	 	Warrington, Cheshire	 	 	 	 
	 

	 	WA41NP	 	 	 	 
	 

	 	United Kingdom	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Banbury:
	 	Leased
	 	No
	 

	 	5th Floor	 	 	 	 
	 

	 	Beaumont House, Southam Road	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	 

	 	Banbury, Oxfordshire	 	 	 	 
	 

	 	United Kingdom	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bilston:
	 	Leased
	 	No
	 

	 	Unit 13 Bilston Business Centre,	 	 	 	 
	 

	 	Dudley Street	 	 	 	 
	 

	 	Bilston	 	 	 	 
	 

	 	Wolverhampton	 	 	 	 
	 

	 	WV14 0LA	 	 	 	 
	 

	 	United Kingdom	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis do

	 	Candeias:
	 	N/A for Brazil
	 	N/A for Brazil
	Brasil Ltda.

	 	Via das Torres, S/N° — Centro	 	 	 	 
	 

	 	Industrial de Aratu	 	 	 	 
	 

	 	Candeias, BA	 	 	 	 
	 

	 	CEP 43800-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Ouro Preto:	 	 	 	 
	 

	 	Av. Américo R. Gianetti, 521 —	 	 	 	 
	 

	 	Saramenha	 	 	 	 
	 

	 	Ouro Preto, MG	 	 	 	 
	 

	 	CEP 35400-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Pindamonhangaba:	 	 	 	 
	 

	 	Av. Buriti, 1087 — Feital	 	 	 	 
	 

	 	Pindamonhangaba, SP	 	 	 	 
	 

	 	CEP 12441-270	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Santo André:	 	 	 	 
	 

	 	R. Felipe Camarão, 414 — Utinga	 	 	 	 
	 

	 	Santo André, SP	 	 	 	 
	 

	 	CEP 09220-902	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Belo Horizonte:	 	 	 	 
	 

	 	Av. do Contorno, 8.000, sala 702	 	 	 	 
	 

	 	Centro — Belo Horizonte, MG	 	 	 	 
	 

	 	CEP	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Fumaça:	 	 	 	 
	 

	 	Est. Miguel Rodrigues a Barroca	 	 	 	 
	 

	 	S/N° — Cachoeira do Brumado	 	 	 	 
	 

	 	Mariana, MG	 	 	 	 
	 

	 	CEP 35424-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Furquim:	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	 

	 	Estrada Acesso à Usina de Furquim	 	 	 	 
	 

	 	S/N°	 	 	 	 
	 

	 	Mariana, MG	 	 	 	 
	 

	 	CEP 35426-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Brecha:	 	 	 	 
	 

	 	Fazenda Usina da Brecha, S/N° —	 	 	 	 
	 

	 	Piranga, Guaraciaba, MG	 	 	 	 
	 

	 	CEP 35436-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Salto:	 	 	 	 
	 

	 	Usina Santo Antonio do Salto S/N°	 	 	 	 
	 

	 	Ouro Preto, MG	 	 	 	 
	 

	 	CEP 35430-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Brito:	 	 	 	 
	 

	 	Usina Estrada do Brito S/N° — Brito	 	 	 	 
	 

	 	Ponte Nova, MG	 	 	 	 
	 

	 	CEP 35301-970	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine —Fazenda Vargem:	 	 	 	 
	 

	 	Mina Fazenda da Vargem, S/N°	 	 	 	 
	 

	 	Santa Bárbara, MG	 	 	 	 
	 

	 	CEP 35960-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine —Antonio Pereira:	 	 	 	 
	 

	 	Est. de Acesso a Serra Antonio	 	 	 	 
	 

	 	Pereira, S/N°	 	 	 	 
	 

	 	Ouro Preto, MG	 	 	 	 
	 

	 	CEP 35411-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine — Monjolo:	 	 	 	 
	 

	 	Mina Jazida Monjolo S/N°	 	 	 	 
	 

	 	Mariana, MG	 	 	 	 
	 

	 	CEP 35420-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine — Fazenda do Lopes	 	 	 	 
	 

	 	Fazenda do Lopes, S/N°	 	 	 	 
	 

	 	Caeté, MG	 	 	 	 
	 

	 	CEP 34800-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine — Serra do Maquiné	 	 	 	 
	 

	 	Mina Serra do Maquiné S/N°	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	 

	 	Caeté, MG	 	 	 	 
	 

	 	CEP 34800-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine — Fazenda Gandarela e	 	 	 	 
	 

	 	Mato Grosso	 	 	 	 
	 

	 	Fazenda Gandarela e Mato Grosso	 	 	 	 
	 

	 	S/N°, Santa Bárbara, MG	 	 	 	 
	 

	 	CEP 35960-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine — Galo	 	 	 	 
	 

	 	Fazenda Mina Galo S/N° — Distrito	 	 	 	 
	 

	 	de Carfanaum	 	 	 	 
	 

	 	Faria Lemos, MG	 	 	 	 
	 

	 	CEP 36840-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Bauxite Mine Lagoa Seca	 	 	 	 
	 

	 	Estrada de Acesso à Mina Lagoa	 	 	 	 
	 

	 	Seca, S/N° — Itabirito — MG	 	 	 	 
	 

	 	CEP 35450-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Consórcio Candonga (a consortium	 	 	 	 
	 

	 	with CVRD — Cia. Vale Rio Doce)	 	 	 	 
	 

	 	Estrada Acesso a Santana do	 	 	 	 
	 

	 	Deserto, km 12	 	 	 	 
	 

	 	Rio Doce, MG	 	 	 	 
	 

	 	CEP 35442-000	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Warehouse — Aratu	 	 	 	 
	 

	 	Via Matoim S/N° — Aratu	 	 	 	 
	 

	 	Candeias, BA	 	 	 	 
	 

	 	Brazil	 	 	 	 
	 

	 	CEP 43800-000	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Warehouse — Acuruí	 	 	 	 
	 

	 	Estrada de Capanema a Acuruí	 	 	 	 
	 

	 	S/N°	 	 	 	 
	 

	 	Itabirito, MG	 	 	 	 
	 

	 	CEP 35340-000	 	 	 	 
	 

	 	Bazil	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis

	 	Novelis Packaging Benelux:	 	 	 	 
	Deutschland

	 	Venuslaan 14	 	 	 	 
	GmbH

	 	3318 JX Dordrecht	 	 	 	 
	 

	 	Netherlands	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH	 	 	 	 
	 

	 	Sales Office France:	 	 	 	 






 









 





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	 
	 	26, rue Rennequin — B12	 	 	 	 
	 
	 	75017 Paris	 	 	 	 
	 
	 	France	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Deutschland GmbH	 	 	 	 
	 
	 	Werk Berlin	 	 	 	 
	 
	 	Holzhauser Strasse 96-1 00	 	 	 	 
	 
	 	13509 Berlin	 	 	 	 
	 
	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Deutschland GmbH	 	 	 	 
	 
	 	Nordic Office Denmark	 	 	 	 
	 
	 	Ringager 4A	 	 	 	 
	 
	 	2605 Brondby	 	 	 	 
	 
	 	Denmark	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Deutschland GmbH	 	 	 	 
	 
	 	Nordic Office Finland	 	 	 	 
	 
	 	P.O. Box 6 1	 	 	 	 
	 
	 	Kapelitie 6D	 	 	 	 
	 
	 	02201 Espoo	 	 	 	 
	 
	 	Finland	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Market Centre Spain	 	 	 	 
	 
	 	Canada Real de las Merinas	 	 	 	 
	 
	 	3 — Planta Baja	 	 	 	 
	 
	 	Centro de Negocios Eisenhower	 	 	 	 
	 
	 	28042 Madrid	 	 	 	 
	 
	 	Spain	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Deutschland GmbH	 	 	 	 
	 
	 	Market Centre Austria	 	 	 	 
	 
	 	Uchatiusgasse 4/3	 	 	 	 
	 
	 	1030 Wien	 	 	 	 
	 
	 	Österreich	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Deutschland GmbH	 	 	 	 
	 
	 	Market Centre Hong Kong	 	 	 	 
	 
	 	39th Floor, One Exchange Square, 8	 	 	 	 
	 
	 	Connaught Place	 	 	 	 
	 
	 	Hong Kong	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Deutschland GmbH	 	 	 	 
	 
	 	Market Center Hungary	 	 	 	 
	 
	 	Balogh Adam Koez 6	 	 	 	 
	 
	 	1026 Budapest	 	 	 	 
	 
	 	Hungary	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Novelis Deutschland GmbH	 	 	 	 
	 
	 	Werk Göttingen	 	 	 	 
	 
	 	Hannoversche Strasse 1	 	 	 	 




 







 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	Bailee/Landlord
	Loan Party	 	Address	 	Owned/Leased	 	Letter
	 

	 	37075 Göttingen

Germany	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH

Werk Luedenscheid

Wiesenstrasse 24-30

58507 Luedenscheid

Germany	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH

Werk Nachterstedt

Gaterslebener Strasse 1

06469 Nachterstedt

Germany	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Sales Office Dahenfeld	 	 	 	 
	 

	 	(part of Werk Nachterstedt)	 	 	 	 
	 

	 	Industriestrasse 12/13	 	 	 	 
	 

	 	74172 Neckarsulm	 	 	 	 
	 

	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH	 	 	 	 
	 

	 	Am Eisenwerk 30	 	 	 	 
	 

	 	58840 Ohle	 	 	 	 
	 

	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH	 	 	 	 
	 

	 	Representative Office	 	 	 	 
	 

	 	ul, Zeromskiego 38	 	 	 	 
	 

	 	81-826 Sopot	 	 	 	 
	 

	 	Poland	 	 	 	 






Locations of Collateral in Possession of Persons Other Than Any Loan Party




	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	Novelis Inc.

	 	Building #1104
	 	Bailee Letter
	 

	 	14 Kenview Boulevard	 	 
	 

	 	Brampton, Ontario	 	 
	 

	 	L6T 5S1	 	 
	 

	 	Canada	 	 
	 
	 	 	 	 
	 

	 	205 Industrial Drive
	 	Bailee Letter
	 

	 	Mount Forest, Ontario	 	 
	 

	 	N0G 1Z0	 	 
	 

	 	Canada	 	 
	 
	 	 	 	 
	Novelis

	 	Rexam Beverage
	 	No
	Corporation

	 	124 Carson Road	 	 
	 

	 	Birmingham, Alabama 35215	 	 







 











 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Precision Strip
	 	No
	 

	 	36000 Alabama Hwy 21	 	 
	 

	 	Talladega, Alabama	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage
	 	No
	 

	 	211 No. 51st Avenue	 	 
	 

	 	Phoenix, Arizona 85043	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Total Warehousing
	 	No
	 

	 	4411 W. Roosevelt	 	 
	 

	 	Phoenix, Arizona 85043	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	20730 Prairie St.	 	 
	 

	 	Chatsworth, California 91311	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	2433 Crocker Circle	 	 
	 

	 	Fairfield, California 94533	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Western Intermodal
	 	No
	 

	 	2801 Giant Road	 	 
	 

	 	Richmond, California 94806	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	CMI Freight-Trans. Inc.
	 	No
	 

	 	4900 S. Boyle Avenue	 	 
	 

	 	Vernon, California 90058	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	TMSI Warehouse
	 	No
	 

	 	16600 Table Mountain	 	 
	 

	 	Golden, Colorado 80403	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	TMSI Warehouse
	 	No
	 

	 	7725 East 88th Avenue	 	 
	 

	 	Henderson, Colorado 80640	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	TMSI Warehouse
	 	No
	 

	 	900 Metal Container Court	 	 
	 

	 	Windsor, Colorado 80550	 	 
	 

	 	USA	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	Forest Park Plant 055,	 	 
	 

	 	48 Royal Drive	 	 
	 

	 	Forest Park, Georgia 30297	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	1120 Industrial Blvd.	 	 
	 

	 	Greensboro, Georgia 30642	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	480 Sibley Avenue	 	 
	 

	 	Union Point, Georgia 30669	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	1101 W. 43rd Street	 	 
	 

	 	Chicago, Illinois 60609	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	C.M.I. Steel Wheel Warehouse
	 	No
	 

	 	Chicago, Illinois	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	American Nickeloid
	 	No
	 

	 	2900 West Main Street	 	 
	 

	 	Peru, Illinois 61354	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Wayne Steel
	 	No
	 

	 	21901 Cottage Grove	 	 
	 

	 	Sauk Village, Illinois 60411	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Wells Warehouse
	 	No
	 

	 	932 Eastern Avenue	 	 
	 

	 	Connersville, Indiana 47331	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Eagle Steel Products
	 	No
	 

	 	5150 Loop Road	 	 
	 

	 	Jefferson, Indiana	 	 
	 

	 	USA	 	 
	 
	 	 	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Precoat
	 	No
	 

	 	US Highway #12 Indiana Rte. 249	 	 
	 

	 	Portage, Indiana	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Triumph Industries
	 	No
	 

	 	115 E. Pennsylvania	 	 
	 

	 	Rockville, Indiana 47872	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	City Welding
	 	No
	 

	 	193 North Dormeyer Avenue	 	 
	 

	 	Rockville, Indiana 47872	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Aleris Blanking & Rim Products
	 	No
	 

	 	1140 Crawford Street	 	 
	 

	 	Terre Haute, Indiana 47807	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Warehouse
	 	No
	 

	 	4001 Montdale Park Drive	 	 
	 

	 	Valparaiso, Indiana 46383	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Ball Metal Container
	 	No
	 

	 	4700 Whiteway Drive	 	 
	 

	 	Tampa, Florida 33617	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Owl’s Head
	 	No
	 

	 	187 Mitch McConnell Way	 	 
	 

	 	Bowling Green, Kentucky 42101	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Aleris
	 	No
	 

	 	609 Gardner Camp Road	 	 
	 

	 	Morgantown, Kentucky 42261	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Ryerson, Inc.
	 	No
	 

	 	920 Old Brunerstown Road	 	 
	 

	 	Shelbyville, Kentucky 40065	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	RJ Corman
	 	No
	 

	 	444 N. Hardison	 	 
	 

	 	South Union, Kentucky	 	 
	 

	 	USA	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Precision Strip Inc.
	 	No
	 

	 	446 N. Hardison Road	 	 
	 

	 	Woodburn, Kentucky 42170	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Steinweg
	 	No
	 

	 	2101 East Firt Avenue	 	 
	 

	 	Baltimore, Maryland 21230	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	D & S Delivery Service
	 	No
	 

	 	32925 Schoolcraft Road	 	 
	 

	 	Livonia, Michigan 48150	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Aluminum Blanking
	 	No
	 

	 	360 West Sheffield Avenue	 	 
	 

	 	Pontiac, Michigan 48340	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Michigan Metal Transport
	 	No
	 

	 	36253 Michigan Avenue	 	 
	 

	 	Wayne, Michigan 48184	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	139 Eva Street	 	 
	 

	 	St. Paul, Minnesota 55107	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Precoat
	 	No
	 

	 	1095 Mendell Davis Drive	 	 
	 

	 	Jackson, Mississippi 39272	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage
	 	No
	 

	 	10800 Marina Drive	 	 
	 

	 	Olive Branch, Mississippi 38654	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Precoat Metals
	 	No
	 

	 	3900 Bingham St.	 	 
	 

	 	St. Louis, Missouri 63116	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Oswego Industries
	 	No
	 

	 	7 Morrill Place	 	 
	 

	 	Fulton, New York 13069	 	 
	 

	 	USA	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Valeo Inc. Engine Cooling Truck Div.
	 	No
	 

	 	2258 Allen Street	 	 
	 

	 	Jamestown, New York 14701	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Ball Corp Metal Beverage
	 	No
	 

	 	95 Ballard Road	 	 
	 

	 	Middletown, New York 10940	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Oswego Warehousing Inc.
	 	No
	 

	 	193 East Seneca Street	 	 
	 

	 	Oswego, New York 13126	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Scepter, Inc.
	 	No
	 

	 	11 Lamb Road	 	 
	 

	 	Seneca Falls, New York 13148	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Triangle Warehouse
	 	No
	 

	 	8400 Triad Drive	 	 
	 

	 	Greensboro, North Carolina 27409	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	4000 Old Milwaukee Lane	 	 
	 

	 	Winston-Salem, North Carolina 27107	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Precision Strip Inc.
	 	No
	 

	 	88 S. Ohio Street	 	 
	 

	 	Minster, Ohio 45865	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	American Utility Processors
	 	No
	 

	 	1246 Princeton St.	 	 
	 

	 	Akron, Ohio 44301	 	 
	 
	 	 	 	 
	 

	 	Specialty Metals
	 	No
	 

	 	1100 Home Avenue	 	 
	 

	 	Akron, Ohio 44310	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Midwest Iron & Metal
	 	No
	 

	 	463 Homestead Avenue	 	 
	 

	 	Dayton, Ohio 45408	 	 
	 

	 	USA	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Highway Logistics Warehouse
	 	No
	 

	 	1800 Production Drive	 	 
	 

	 	Findlay, Ohio 45840	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can
	 	No
	 

	 	2145 Cedar Street	 	 
	 

	 	Fremont, Ohio	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	MISA Metal Processing
	 	No
	 

	 	1501 Made Drive	 	 
	 

	 	Middletown, Ohio	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Precision Strip Inc.
	 	No
	 

	 	86 South Ohio Street	 	 
	 

	 	Minster, Ohio 45865	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Precision Strip Inc.
	 	No
	 

	 	315 Park Avenue	 	 
	 

	 	Tipp City, Ohio 45371	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can
	 	No
	 

	 	10444 Waterville	 	 
	 

	 	Whitehouse, Ohio 43571	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Main Steel Polishing
	 	No
	 

	 	3805 B. Hendricks Road	 	 
	 

	 	Youngstown, Ohio 44515	 	 
	 
	 	 	 	 
	 

	 	D&M Warehouse
	 	No
	 

	 	2700 SW 15th St.	 	 
	 

	 	Oklahoma City, Oklahoma 73108	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	3400 South Council Road	 	 
	 

	 	Oklahoma City, Oklahoma 73179	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	609 Cousar St.	 	 
	 

	 	Bishopville, South Carolina 29010	 	 
	 

	 	USA	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Smelter Service
	 	No
	 

	 	400 Arrow Mines Road	 	 
	 

	 	Mt. Pleasant, Tennessee 38474	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	TAP
	 	No
	 

	 	7207 Hoover Mason Road	 	 
	 

	 	Mt. Pleasant, Tennessee 38474	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Big G Warehouse
	 	No
	 

	 	190 Hawkins Drive	 	 
	 

	 	Shelbyville, Tennessee 37160	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Scepter, Inc.
	 	No
	 

	 	1485 Scepter Lane	 	 
	 

	 	Waverly, Tennessee 37185	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	El Paso Distribution Center
	 	No
	 

	 	1301 Joe Battle	 	 
	 

	 	El Paso, Texas	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
	 	No
	 

	 	1001 Fisher Road	 	 
	 

	 	Longview, Texas	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Gulf Winds
	 	No
	 

	 	1200 E. Barbours Cut Blvd.	 	 
	 

	 	Morgan’s Point, Texas 77571	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	CMI Freight-Trans. Inc.
	 	No
	 

	 	4401 D Street NW, Suite C	 	 
	 

	 	Auburn, Washington 98001	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	 

	 	Rexam Plant
	 	No
	 

	 	1220 North 2nd Avenue	 	 
	 

	 	Kent, Washington 98032	 	 
	 

	 	USA	 	 
	 
	 	 	 	 
	Novelis UK

	 	Alloa Community Enterprises Ltd
	 	No
	Ltd.

	 	Unit 1 Block 1	 	 
	 

	 	Ward Street	 	 
	 

	 	Alloa	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Scotland	 	 
	 

	 	FK10 1ET	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Teeside Transfer & Aggregation Centre
	 	No
	 

	 	(Abitibi Consolidated Recyling
Europe Transfer &
Aggregation Centre)	 	 
	 

	 	Puddlers Road	 	 
	 

	 	South Tees Industrial Park	 	 
	 

	 	Middlesborough	 	 
	 

	 	Cleveland	 	 
	 

	 	TS6 6TX	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Howcan
	 	No
	 

	 	245 Oldham Road	 	 
	 

	 	Manchester	 	 
	 

	 	M40 7PT	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Alutrade
	 	No
	 

	 	Langley Forge House	 	 
	 

	 	Tat Bank Road	 	 
	 

	 	Oldbury	 	 
	 

	 	West Midlands	 	 
	 

	 	B69 4NN	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Richard Freeths Waste Merchant
	 	No
	 

	 	Kingshill	 	 
	 

	 	Cricklade	 	 
	 

	 	Swindon	 	 
	 

	 	SN6 6JR	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Dunstable Waste Group
	 	No
	 

	 	Blackburn Road	 	 
	 

	 	Houghton Regis	 	 
	 

	 	Nr Dunstable	 	 
	 

	 	LU5 5BQ	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Universal Recycling Co
	 	No
	 

	 	London Wiper Co Ltd T/A	 	 
	 

	 	Wharf Road	 	 
	 

	 	Kilnhurst	 	 
	 

	 	Mexborough	 	 
	 

	 	South Yorkshire	 	 
	 

	 	S64 5SY	 	 
	 
	 	United Kingdom	 	 






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 
	 	FDB Distribution Ltd	 	No
	 
	 	Building 38	 	 
	 
	 	2nd Avenue	 	 
	 
	 	Pensnett Industrial Estate	 	 
	 
	 	Kingswinford	 	 
	 
	 	West Midlands	 	 
	 
	 	DY6 7UN	 	 
	 
	 	United Kingdom	 	 
	 
	 	 	 	 
	 
	 	Inventory with consignment customers	 	 
	 
	 	(Bridgnorth):	 	 
	 
	 	Coppice Alupack Ltd	 	No
	 
	 	Isfryn Industrial Estate	 	 
	 
	 	Blackmill	 	 
	 
	 	Bridgend	 	 
	 
	 	CF35 6EB	 	 
	 
	 	United Kingdom	 	 
	 
	 	 	 	 
	 
	 	BSK Materials Ltd	 	No
	 
	 	Commissioners Road	 	 
	 
	 	Strood	 	 
	 
	 	Kent	 	 
	 
	 	ME2 4ED	 	 
	 
	 	United Kingdom	 	 
	 
	 	 	 	 
	 
	 	Vaassen Flexible Packaging BV	 	No
	 
	 	PO Box 2	 	 
	 
	 	Vaassen	 	 
	 
	 	8170 AA	 	 
	 
	 	Netherlands	 	 
	 
	 	 	 	 
	 
	 	Alcan Packaging Tenningen Tschuelin Rothal	 	No
	 
	 	GMBH	 	 
	 
	 	Friedrich Myer Strasse 23	 	 
	 
	 	79331	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Rogers Induflex	 	No
	 
	 	Ottergemse Steenweg 801	 	 
	 
	 	Gent	 	 
	 
	 	9000	 	 
	 
	 	Belgium	 	 
	 
	 	 	 	 
	 
	 	CC Pack	 	No
	 
	 	Box 2	 	 
	 
	 	Tibro	 	 
	 
	 	54321	 	 
	 

	 	Sweden	 	 






 









 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	Novelis
	 	Third Party in Possession regarding Berlin:
	 	N/A for Germany
	Deutschland
	 	 	 	 
	GmbH
	 	Schenker Deutschland AG	 	 
	 
	 	Logistikzenttum Nord	 	 
	 
	 	Montanstr. 8-16	 	 
	 
	 	D-13407 Berlin	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Pohland-Speditionsges. mbH	 	 
	 
	 	Industriestr. 6	 	 
	 
	 	D-95182 Dohlau	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Third Party in Possession regarding	 	 
	 
	 	GottingenNorf	 	 
	 
	 	(inventory under Norf is property
of Novelis Deutschland GmbH):	 	 
	 
	 	 	 	 
	 
	 	Inventory at forwarding agencies:	 	 
	 
	 	 	 	 
	 
	 	Friedrich Zufall GmbH & Co. KG,	 	 
	 
	 	Internationale Spedition,	 	 
	 
	 	Robert-Bosch-Breite 9,	 	 
	 
	 	D-37079 Gottingen	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Schenker Deutschland AG,	 	 
	 
	 	Nordhoffstr. 4,	 	 
	 
	 	D-37077 Gottingen	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Erich Schmelz GmbH & Co. KG,	 	 
	 
	 	Internationale Spedition,	 	 
	 
	 	MiramstraDe 75,	 	 
	 
	 	D-34123 Kassel	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Benneckenstein Transporte GmbH Sped.,	 	 
	 
	 	Mittelweg 2 1,	 	 
	 
	 	D-37154 Northeim	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Warehouses for raw material:	 	 
	 
	 	 	 	 
	 
	 	Trimet Aluminium AG,	 	 
	 
	 	Aluminiumallee 1,	 	 
	 
	 	D-45356 Essen	 	 
	 
	 	Germany	 	 




 







 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 
	 	UCT UmschlagContainer Terminal GmbH,	 	 
	 
	 	Sachtlebenstrasse 34,	 	 
	 
	 	41541 Dormagen	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Agfa-Gevaert AG,	 	 
	 
	 	Grafische Systeme,	 	 
	 
	 	Werk Kalle-Albert,	 	 
	 
	 	Postfach 3540,	 	 
	 
	 	65025 Wiesbaden	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Agfa-Gevaert UK Manufacturing,	 	 
	 
	 	Coal Road,	 	 
	 
	 	Leeds LS14 2AL West Yorkshire,	 	 
	 
	 	United Kingdom	 	 
	 
	 	 	 	 
	 
	 	Kodak Polychrome Graphics GmbH,	 	 
	 
	 	An der Bahn 80,	 	 
	 
	 	37520 Osterode	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Ball Packaging Europe GmbH,	 	 
	 
	 	Zweigniederlassung Braunschweig,	 	 
	 
	 	Hamburger Str. 36-41,	 	 
	 
	 	38114 Braunschweig	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Karl Achenbach GmbH & Co. KG,	 	 
	 
	 	Zinzinger Str. 1 I,	 	 
	 
	 	66117 Saarbriicken	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	NE Deckensysteme GmbH,	 	 
	 
	 	Industriestr. 16,	 	 
	 
	 	45739 Oer-Erkenschwick	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	MKG Metall- und Kunststoff-Verarbeitungs-Ges. mbH,	 	 
	 
	 	Daimlerstr. 13-15,	 	 
	 
	 	49504 Lotte	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Warehouses for finished goods:	 	 
	 
	 	R.M.S. Europe Ltd.,	 	 
	 
	 	Boothfeny Terminal,	 	 
	 
	 	Bridge Street,	 	 




 







 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Goole,	 	 
	 

	 	East Yorkshire, DN14 5SS	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Third Party in Possession regarding	 	 
	 

	 	Ludenscheid:	 	 
	 
	 

	 	Schenker Deutschland GmbH	 	 
	 

	 	Logistikzentrum Nord	 	 
	 

	 	Montanstr. 8-16	 	 
	 

	 	D-13407 Berlin	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Pirelli Cables Limited	 	 
	 

	 	Industrial Cables Division	 	 
	 

	 	Plant 11	 	 
	 

	 	Chickenhall Lane	 	 
	 

	 	Eastleigh	 	 
	 

	 	Southhampton — SO5 5XA	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Pirelli Telekom Cables & Systems UK Ltd.	 	 
	 

	 	Store 39	 	 
	 

	 	Chickenhall Lane	 	 
	 

	 	Eastleigh	 	 
	 

	 	Hampshire — SO50 6YU	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Reuther Verpackung	 	 
	 

	 	Elisabethstr. 6	 	 
	 

	 	D-56564 Neuwied	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Draka Comteq Finland Oy	 	 
	 

	 	Local Network Cables LNC	 	 
	 

	 	Johdintie 5	 	 
	 

	 	FIN-90630 Oulu	 	 
	 

	 	Finland	 	 
	 
	 	 	 	 
	 

	 	SIG Combibloc GmbH	 	 
	 

	 	Rurstr. 58	 	 
	 

	 	D-52441 Linnich	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Spedition Fahmer GmbH	 	 
	 

	 	Plettenberger Str. 12	 	 
	 

	 	D-58791 Werdohl	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Third Party in Possession regarding
Nachterstedt	 	 







 











 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 
	 	Inventory with consignment customers:	 	 
	 
	 	 	 	 
	 
	 	M. Preymesser GmbH & Co. KG	 	 
	 
	 	Anton-Tucher-Str 1	 	 
	 
	 	D-28309 Bremen	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Innomotive Systems Europe GmbH	 	 
	 
	 	Othestr. 19	 	 
	 
	 	D-51702 Bergneustadt	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Jaguar Cars Ltd.	 	 
	 
	 	Central Accounts Payable	 	 
	 
	 	R.4013 10	 	 
	 
	 	Trafford House, Station Way	 	 
	 
	 	Basildon, SS16 5XX	 	 
	 
	 	United Kingdom	 	 
	 
	 	 	 	 
	 
	 	M. Preymesser GmbH & Co. KG	 	 
	 
	 	Hafenstr. 95	 	 
	 
	 	D-74078 Heilbronn	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	M. Preymesser GmbH & Co. KG	 	 
	 
	 	Industriestr. 3	 	 
	 
	 	D-84 180 Loiching	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Ball Packaging Europe GmbH	 	 
	 
	 	Hamburger Str. 36 - 41	 	 
	 
	 	D-38 114 Braunschweig	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	M. Preymesser GmbH & Co. KG	 	 
	 
	 	Otto-Lilienthal-Str. 34	 	 
	 
	 	D-71034 Boblingen	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	GE Hungary RT	 	 
	 
	 	Vaci ut. 77	 	 
	 
	 	Budapest	 	 
	 
	 	Hungary	 	 
	 
	 	 	 	 
	 
	 	Stahl Zentrurn Glauchau GmbH & Co. KG	 	 
	 
	 	Peniger Str. 17	 	 
	 
	 	D-0837 I Glauchau	 	 
	 
	 	Germany	 	 





 








 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 
	 	W. Hartrnann & CO.	 	 
	 
	 	Rodingsmarkt 39	 	 
	 
	 	D-20459 Hamburg	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Lapple Blechverarbeitung GmbH & Co. KG	 	 
	 
	 	Bayern	 	 
	 
	 	Maxhiitter Str. 16	 	 
	 
	 	D-93 I58 Teublitz	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Alcan Alluminio S.P.A.	 	 
	 
	 	Via Bruno Buozzi 12	 	 
	 
	 	Fizzonasco di Pieve	 	 
	 
	 	Italy	 	 
	 
	 	 	 	 
	 
	 	Panopa Logistik GmbH	 	 
	 
	 	Max-von-Laue Weg 2	 	 
	 
	 	D-38448 Wolfsburg	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	ThyssenKmpp Schulte GmbH	 	 
	 
	 	Robert-Bosch-Str. 1	 	 
	 
	 	D-38112 Braunschweig	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	ThyssenKrupp Metallcenter GmbH	 	 
	 
	 	Am Storrenacker 4	 	 
	 
	 	D-76139 Karlsruhe	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	SMK Stahlmagazin GmbH	 	 
	 
	 	Von-Miller Str. 3 1	 	 
	 
	 	D-6766 I Kaiserslautern	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Inventory with commission processor	 	 
	 
	 	(Lohnveredler)	 	 
	 
	 	 	 	 
	 
	 	LTI Metalltechnik GmbH	 	 
	 
	 	Im Fliirlein 16	 	 
	 
	 	D-742 14 Schontal-Berlichingen	 	 
	 
	 	Germany	 	 
	 
	 
	 	Coils Anodizing N.V.	 	 
	 
	 	Industriezone 5	 	 
	 
	 	Landen	 	 
	 
	 	Belgium	 	 





 








 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Decomecc Co.	 	 
	 

	 	Bilzer Weg 8	 	 
	 

	 	3600 Genk	 	 
	 

	 	Belgium	 	 
	 
	 	 	 	 
	 

	 	Rede	 	 
	 

	 	Rue de la Libtration	 	 
	 

	 	60530 Le Mesnil en Thelle	 	 
	 

	 	France	 	 
	 
	 	 	 	 
	 

	 	Jaguar Cars Ltd.	 	 
	 

	 	Central Accounts Payable	 	 
	 

	 	R.40/3 10	 	 
	 

	 	Trafford House, Station Way	 	 
	 

	 	Basildon, SS16 5XX	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Inventory with customers who
purchase on approval (gutbefund)	 	 
	 

	 	 	 	 
	 

	 	Tirsan Anhangerproduktion u. Handel Goch	 	 
	 

	 	GmbH	 	 
	 

	 	Siemensstr. 74	 	 
	 

	 	approval (Gutbefund)	 	 
	 

	 	D-47574 Goch	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Alutech Ges.mbH	 	 
	 

	 	Untersbergstr. 1	 	 
	 

	 	Austria	 	 
	 
	 	 	 	 
	 

	 	Behr Motorradtechnik Reichenbach GmbH	 	 
	 

	 	Gewerbering 2	 	 
	 

	 	D-08468 Reichenbach	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Becker Plastics GmbH	 	 
	 

	 	Am Bahnhof 3	 	 
	 

	 	D-45711 Datteln	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Alfun AS.	 	 
	 

	 	Zahradni 1610/40	 	 
	 

	 	79201 Bruntal	 	 
	 

	 	Czech Republic	 	 
	 
	 	 	 	 
	 

	 	Aries S.P.A.	 	 
	 

	 	Strada Torino 23	 	 
	 

	 	10092 Beinasco (To)
Italy	 	 






 









 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 
	 	Lapple Blechverarbeitung GmbH & Co. KG	 	 
	 
	 	Bayern	 	 
	 
	 	Maxhutter Str. 16	 	 
	 
	 	D-93 158 Teublitz	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Jaguar Cars Ltd.	 	 
	 
	 	Central Accounts Payable	 	 
	 
	 	R.4013 10	 	 
	 
	 	Trafford House, Station Way	 	 
	 
	 	Basildon, SS16 5XX	 	 
	 
	 	United Kingdom	 	 
	 
	 	 	 	 
	 
	 	Alcan Singen GmbH	 	 
	 
	 	Ahsingen-Platz 1	 	 
	 
	 	D-78221 Singen	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Third Party in Possession regarding
Plettenberg Ohle:	 	 
	 
	 	 	 	 
	 
	 	Inventory and consignment arrangements:	 	 
	 
	 	 	 	 
	 
	 	ContiTech TechnoChemie	 	 
	 
	 	D-61184 Karben	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	ContiTech TechnoChemie GmbH	 	 
	 
	 	D-3829 Salzgitter	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Continental Industrias	 	 
	 
	 	E-28820 Coslada-Madrid	 	 
	 
	 	Spain	 	 
	 
	 	 	 	 
	 
	 	Sped. Muller (Dura)	 	 
	 
	 	D-54552 Mehren	 	 
	 
	 	Germany	 	 
	 
	 	 	 	 
	 
	 	Dura Shifter Systems	 	 
	 
	 	GB-Llangennech, SA14 8DZ	 	 
	 
	 	United Kingdom	 	 
	 
	 	 	 	 
	 
	 	Sped. Hermann Merkel (Eaton)	 	 
	 
	 	D-76456 Kuppenheim	 	 
	 
	 	Germany	 	 




 







 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Eaton Fluid Power	 	 
	 

	 	Brierley Hill	 	 
	 

	 	West Midlands DY5 2LB	 	 
	 

	 	England	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Inventory at forwarding agency:	 	 
	 
	 	 	 	 
	 

	 	Excel GmbH	 	 
	 

	 	D-Meinerzhagen	 	 
	 
	 	 	 	 
	 

	 	Inventory under consignment arrangements:	 	 
	 
	 	 	 	 
	 

	 	Baars	 	 
	 

	 	Kattenberg 52a	 	 
	 

	 	D-18273 Gustrow	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Dewitz	 	 
	 

	 	Nicolaistrasse 32	 	 
	 

	 	D-12247 Berlin	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Moller	 	 
	 

	 	Alter Hellweg 62	 	 
	 

	 	D-44064 Dortmund	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Pohl	 	 
	 

	 	Erich — Zeigner — Allee 69/73	 	 
	 

	 	D-04229 Leipzig	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Zable	 	 
	 

	 	Gateforth Lane	 	 
	 

	 	GB-YO8 9HP Hambleton Selby	 	 
	 

	 	United Kingdom	 	 
	 
	 	 	 	 
	 

	 	Zaiser	 	 
	 

	 	Neuwiesen 9	 	 
	 

	 	D-73312 Geislingen	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	A.F.V. Emballages	 	 
	 

	 	28 Grande Rue	 	 
	 

	 	F-78790 Hargeville	 	 
	 

	 	France	 	 






 









 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Inventory at external storage area:	 	 
	 
	 	 	 	 
	 

	 	ARG	 	 
	 

	 	Am Stadthafen 51 - 65	 	 
	 

	 	D-45881 Gelsenkirchen	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Boon Weets

Industriezone Webbekom 2/16

B-3290 Diest

Belgium	 	 
	 
	 	 	 	 
	 

	 	Compackt	 	 
	 

	 	Kalver Strasse 20	 	 
	 

	 	D-585 15 Liidenscheid	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Fahmer	 	 
	 

	 	Plettenberger Str. 12	 	 
	 

	 	D-58791 Werdohl	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Trimet	 	 
	 

	 	Am Stadthafen 51 - 65	 	 
	 

	 	D-45881 Gelsenkirchen	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Schmitt	 	 
	 

	 	Ebbetalstrasse 63a	 	 
	 

	 	D-58840 Plettenberg	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Sperrlager OV-APO	 	 
	 

	 	Bahnhofstr. 27	 	 
	 

	 	CH-6890 Lustenau	 	 
	 

	 	Switzerland	 	 
	 
	 	 	 	 
	 

	 	Schneider Maschinenbau	 	 
	 

	 	Maumker Strasse 13	 	 
	 

	 	D-57368 Lennestadt	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	 

	 	Cordes & Simon	 	 
	 

	 	Spannstiftstr. 1 - 39	 	 
	 

	 	D-58 119 Hagen	 	 
	 

	 	Germany	 	 
	 
	 	 	 	 
	Novelis do

	 	Inventory stored with customers
under consignment arrangements:	 	 
	Brasil Ltda.

	 	 	 	 






 









 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Cabreúva
	 	N/A
	 

	 	Crown Embalagens S/A	 	 
	 

	 	Rod. Dom Gabriel P. B. Couto, Km 80.24	 	 
	 

	 	Cabreúva, SP	 	 
	 

	 	CEP 13315-000	 	 
	 

	 	Brazil	 	 






 









 




Schedule 4.01(g)


Local and Foreign Counsel



	§	 	Lawson Lundell LLP, as special British Columbia and Alberta counsel to the Loan Parties
	 
	§	 	Desjardins Ducharme L.L.P., as special Quebec counsel to the Loan Parties
	 
	§	 	Macfarlanes, as UK counsel to the Loan Parties
	 
	§	 	Norr StiefenHofer Lutz, as German counsel to the Loan Parties
	 
	§	 	Ernst & Young Societe d’Avocats, as French counsel to the Loan Parties
	 
	§	 	Levy & Salomao Advogados, as Brazilian counsel to the Loan Parties
	 
	§	 	A&L Goodbody, as Irish counsel to the Loan Parties
	 
	§	 	Homburger, as Swiss counsel to the Loan Parties
	 
	§	 	Studio Legale Tributario, as Italian counsel to the Loan Parties
	 
	§	 	Kim & Chang, as Korean counsel to the Loan Parties
	 
	§	 	Van Olmen — Wynant, as Belgian counsel to the Loan Parties
	 
	§	 	Elvinger Dessoy Dennewald, as Luxembourg counsel to the Loan Parties
	 
	§	 	Jones Day, as Georgia, Ohio and Texas counsel to the Loan Parties
	 
	§	 	Jackson Kelly PLLC, as West Virginia counsel to Loan Parties
	 
	§	 	Ice Miller, as Indiana counsel to Loan Parties
	 
	§	 	Taft Stettinius & Hollister LLP, as Kentucky counsel to Loan Parties




 







 





Schedule 4.01(I)




Sources and Uses




Sources and Uses




in millions




Sources




	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	%
	New Term Loan
	 	$	960.0	 	 	 	75	%
	New ABL Revolver*
	 	$	324.0	 	 	 	25	%
	 	 	 
	Total
	 	$	1,284.0	 	 	 	100	%
	 	 	 






Uses




	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	%
	Refinance Term Loan
	 	$	822.0	 	 	 	64	%
	Refinance Revolver
	 	$	443.0	 	 	 	35	%
	Fees and expenses
	 	$	19.0	 	 	 	1	%
	 	 	 
	 
	 	$	1,284.0	 	 	 	100	%
	 	 	 








 




			
	*	 	After giving effect to the borrowing and repayment to occur on the Closing Date pursuant to the
Credit Agreement in an aggregate amount of approximately $226 million






 









 








Schedule 4.01(o)(iii) 




Title Insurance Amounts 




	 	 	 	 	 
	Facility	 	Amount
	Greensboro, Georgia
	 	$	8,110,000	 
	Terre Haute, Indiana
	 	$	24,450,000	 
	Berea, Kentucky
	 	$	16,500,000	 
	Louisville, Kentucky
	 	$	11,000,000	 
	Scriba, New York
	 	$	28,920,000	 
	Warren, Ohio
	 	$	13,670,000	 
	Fairmont, West Virginia
	 	$	22,300,000	 
	Kingston, Ontario
	 	C$	50,710,000	 
	Saguenay, Quebec
	 	C$	20,980,000	 






 









 





Schedule 5.11(b)




Certain Subsidiaries




Novelis Italia SpA




Novelis Foil France SAS




Novelis PAE SAS




 









 




Schedule 5.16 


Post-Closing Covenants



	1.	 	Within 30 days (or such longer period as may be agreed to by the Funding Agent in its sole
discretion), Novelis Europe Holdings Limited shall deliver to the Funding Agent a Pledge
Agreement Over Shares in favor of the Secured Parties whereby Novelis Europe Holding Limited
pledges 100% of the share capital of Novelis Italia S.p.A.
	 
	2.	 	Within 30 days (or such longer period as may be agreed to by the Funding Agent in its sole
discretion) Borrowers shall deliver to the Funding Agent share certificates representing,
individually, (i) 84,393,463 ordinary shares issued by Novelis Europe Holdings Limited to
Novelis Inc.; (ii) 1 ordinary share issued by Novelis Europe Holdings Limited to Novelis Inc.;
and (iii) 144,928,900 preferred shares issued by Novelis Europe Holdings Limited to Novelis
Inc. If Borrowers are not able to locate such share certificates, Borrower shall cause to be
executed lost stock affidavits and shall cause Novelis Europe Holdings Limited to reissue such
certificates, with such certificates to be delivered to the Funding Agent within the time
period proscribed in this paragraph 2.
	 
	3.	 	Within 3 Business Days after the date hereof, Borrowers shall deliver to the Funding Agent an
executed final copy, with an original to follow via next-business-day-delivery, of an opinion
letter from Taft, Stettinius & Hollister LLP concerning the enforceability of the mortgages
and fixture filings with respect to the real property located in each of Madison County and
Jefferson County, Kentucky.
	 
	4.	 	Within 10 Business Days (or such longer period as may be agreed to by the Funding Agent in
its sole discretion) the Borrowers shall deliver to the Term Loan Administrative Agent
replacements for the Pledged Intercompany Notes listed on Schedule 11 on the
Perfection Certificate other than those entered into on the Closing Date in the form of
Intercompany Note found in Exhibit P together with endorsements.
	 
	5.	 	Within forty-five (45) days of closing (or such longer period as may be agreed to by the
Funding Agent in its sole discretion) each Guarantor will, subject to the proviso below,
execute, deliver, and submit to the relevant government office(s) for filing or registration,
and pay the requisite fee for such filing or registration, all documents reasonably requested
by the Collateral Agent and necessary to validate or perfect the Lien of the Collateral Agent,
for the ratable benefit of the Secured Parties, in any material Intellectual Property that
such Guarantor owns in Germany, Switzerland, Canada, the UK and the US. In particular:




     (i) with respect to IP established under U.S. law, other than obsolete or abandoned IP,
Guarantor will (a) execute, deliver, and submit an agreement substantially in the form of the
U.S. Intellectual Property Security Agreement for recording in the U.S. Patent and Trademark
Office and U.S. Copyright Office, (b) execute and deliver and
file Form UCC-1s in the
applicable Secretary of State’s Office and (c) record in the U.S. Patent and


 







 







Trademark Office and U.S. Copyright Office, as applicable, documentation necessary to
bring title to such IP current into the name of the relevant Guarantor,




     (ii) with respect to IP established under German law, other than obsolete or abandoned IP,
Guarantor will execute and deliver a Security Transfer and Assignment Agreement Relating to
Intellectual Property Rights (which may be recorded in the relevant German IP registry office
upon the occurrence of an Event of Default),




     (iii) with respect to IP established under UK law, other than obsolete or abandoned IP,
Guarantor will (a) execute and deliver Form 24s for recording in the relevant UK IP registry,
(b) execute, deliver and file appropriate documents for recording with the UK Companies House
and (c) record documentation in the UK IP registry necessary to bring title to such IP current
into the name of the relevant Guarantor,




     (iv) with respect to IP established under Canadian law, Guarantor will file or cause to be
filed any additional registrations under the PPSA required by the Collateral Agent in respect
of the appropriate Security Documents,




     (v) with respect to IP established under Swiss law, Guarantor will execute and deliver, or
submit for registration at its sole cost and expense, such documents and instruments for
recording the Collateral Agent’s Lien, for the ratable benefit of the Secured Parties, as are
necessary and appropriate;




     provided that, in each of the foregoing clauses (iv) and (v), the cost of recording such
documents and instruments, or of bringing the title to such IP current, is not unreasonable
when compared to the value of the IP, and its materiality to the business of the Guarantor or
other Guarantors.




	6.	 	Within 1 Business Day of the Closing Date (or such longer period as may be agreed to by the
Funding Agent in its sole discretion) a Share Pledge of 100% of the capital stock of Novelis
Deutschland GmbH for the Term Lenders and one such Share Pledge for the ABL Lenders
accompanied by an opinion of A&L Goodbody covering such Share Pledges.
	 
	7.	 	Transfer of Title to Movable Assets to be provided within 5 Business Days of the Closing Date
(or such longer period as may be agreed to by the Funding Agent in its sole discretion).
	 
	8.	 	Negative pledge over real estate in Germany with undertaking not to transfer the real estate
within 5 Business Days of the Closing Date (or such longer period as may be agreed to by the
Funding Agent in its sole discretion, including, at the election of the Funding Agent, entry
into the land register of respective encumbrances securing the negative pledge and no-transfer
(within 2 months from the election)).
	 
	9.	 	Evidence that the land charges have been effectively transferred to Novelis Deutschland
GmbH within 2 months, or such longer period acceptable to the Funding Agent.




 









 






	10.	 	Copy of Trust Agreement between Novelis AG and Novelis Deutschland GmbH, within one
Business Day.
	 
	11.	 	Commerzbank Receipt of Trust Agreement and issuance of Lien Waiver (or subordination)
Agreement Over All Pledged Bank Accounts within 5 Business Days of the Closing Date (or such
longer period as may be agreed to by the Funding Agent in its sole discretion).
	 
	12.	 	Global Assignment of Receivables and Insurance Claims (Globalzession) by Novelis Deutschland
GmbH within 10 Business Days of the Closing Date (or such longer period as may be agreed to by
the Funding Agent in its sole discretion).
	 
	13.	 	Ten (10) notarized originals and 190 simple originals of executed assignment notices by
Novelis AG within 10 Business Days of the Closing Date (or such longer period as may be agreed
to by the Funding Agent in its sole discretion), and two hundred Novelis Deutschland GmbH
executed notices of assignment within 1 Business Day of the Closing Date (or such longer
period as may be agreed to by the Funding Agent in its sole discretion).
	 
	14.	 	Security transfer agreements over all IP rights of Novelis Deutschland GmbH.





          All of the above documents shall be required to be delivered in a form and substance
satisfactory to the Agents.




 












 





Schedule 6.01(b)




Existing Indebtedness




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank Name/	 	 	 	 	 	US$
	Company	 	Description	 	Noteholder	 	Issue Date	 	Due date	 	Amount
	Novelis Korea Ltd.

	 	Loan
	 	Korea Exchange Bank
	 	December 28, 2004
	 	December 28, 2007
	 	$	70,000,000	 
	Novelis Korea Ltd.

	 	Loan
	 	Shinhan Bank
	 	November 17, 2004
	 	November 17, 2007
	 	$	42,539,615	 
	Novelis Korea Ltd.

	 	Loan
	 	Shinhan Bank
	 	December 24, 2004
	 	December 24, 2007
	 	$	26,587,259	 
	Novelis Korea Ltd.

	 	Loan
	 	Korea Exchange Bank
	 	November 9, 2000
	 	September 15, 2008
	 	$	246,942	 
	Novelis Korea Ltd.

	 	Loan
	 	Korea Exchange Bank
	 	August 14, 2002
	 	September 15, 2010
	 	$	402,903	 
	Novelis Korea Ltd.

	 	Loan
	 	Shinhan Bank
	 	December 18, 2003
	 	June 15, 2011
	 	$	318,196	 
	Novelis AG

	 	Capital lease
	 	Leasing Company
	 	August 17, 2005
	 	August 17, 2011
	 	$	3,315,855	 
	Novelis AG

	 	Capital lease
	 	Alcan
	 	December 30, 2004
	 	Q4, 2019
	 	$	46,321,440	 
	Novelis Foil France SAS

	 	Loan
	 	C.I.L
	 	December 31, 1992
	 	December 31, 2012
	 	$	305,395	 
	Novelis Foil France SAS

	 	Loan
	 	C.I.L
	 	December 31, 1991
	 	December 31, 2011
	 	$	305,190	 
	Novelis Luxembourg

	 	Loan
	 	SNCI
	 	November 27, 2003
	 	March 31, 2009
	 	$	1,226,912	 
	Novelis Italia SpA

	 	Loan
	 	Ministero del Tesoro
	 	April 14, 2000
	 	April 14, 2009
	 	$	306,935	 
	Novelis AG

	 	Loan
	 	Commerzbank, Berlin
	 	N/A
	 	N/A
	 	$	45,842	 
	Novelis Foil France SAS

	 	Loan
	 	Societe Generale
	 	N/A
	 	N/A
	 	$	15,208	 
	Novelis Italia SpA

	 	Loan
	 	Credito Artigiano SPA
	 	N/A
	 	N/A
	 	$	1,830,815	 
	Novelis Italia SpA

	 	Loan
	 	Banca lntesa SPA
	 	N/A
	 	N/A
	 	$	2,007,564	 
	Novelis Italia SpA

	 	Loan
	 	San Paolo Imi SPA
	 	N/A
	 	N/A
	 	$	34,384	 
	Novelis Italia SpA

	 	Loan
	 	Banca Popolare di

Bergamo SPA
	 	N/A
	 	N/A
	 	$	129,176	 
	Novelis Italia SpA

	 	Loan
	 	Unicredit Banca SPA
	 	N/A
	 	N/A
	 	$	172,873	 





With respect to Indebtedness under the Senior Note Documents, the obligors thereunder include (in
addition to Loan Parties) Eurofoil, Inc.









 









 











Schedule 6.02(c)




Existing Liens



The exceptions from the title insurance coverage as set forth on the attached Annex A.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration/	 	 
	 	 	 	 	File No. and	 	Renewal Period	 	Collateral
	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Description
	NOVELIS CORPORATION

PO BOX 6977

CLEVELAND, OHIO

44101-1977

	 	AIR LIQUIDE INDUSTRIAL US LP

12800 WEST LITTLE YORK ROAD

HOUSTON, TEXAS 77041
	 	05-0021329284

JULY 8, 2005



AMENDMENT

05-00265681

AUGUST 24, 2005
	 	5 YEARS
	 	VERTICAL VESSEL

9000 GALLON
SERIAL #L1348


VERTICAL VESSEL

13000 GALLON

SERIAL #S1154 AND S1155


(LOCATION: ALCAN

ALUMINUM 448

COUNTY ROUTE 1A, OSWEGO, NY
13126)


	 

	 	 	 	 	 	 	 	VERTICAL VESSEL:

11000 GALLON

SERIAL # 318

(LOCATION: CHASE CITY, VA)
	 
	 	 	 	 	 	 	 	 
	NOVELIS CORPORATION

6060 PARKLAND BLVD.

CLEVELAND, OHIO

44124

	 	MARUBENI AMERICA CORPORATION

450 LEXINGTON AVENUE

NEW YORK, NY 10017
	 	06-0002744609

JANUARY 25, 2006
	 	5 YEARS
	 	PURCHASE MONEY
SECURITY
INTEREST IN ALL
PRIMARY
ALUMINUM TEE
BARS SHIPPED TO DEBTOR
AND ALL PROCEEDS ARISING
FROM THE SALE OF PRIMARY
ALUMINUM TEE BARS.
	 
	 	 	 	 	 	 	 	 
	NOVELIS CORPORATION

3399 PEACHTREE ROAD

ATLANTA, GA

30326-1120

	 	IOS CAPITAL

1738 BASS ROAD

MACON, GA

31210-1043
	 	06-0004965040

FEBRUARY 13, 2006
	 	5 YEARS
	 	All equipment now or
hereafter leased in an
equipment leasing
transaction in
connection with that
certain Master Agreement
No. 1799592, and all
additions, improvements,






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration/	 	 
	 	 	 	 	File No. and	 	Renewal Period	 	Collateral
	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Description
	 

	 	 	 	 	 	 	 	attachments,
accessories,
accessions, upgrades
and replacements
related thereto, and
any and all
substitutions or
exchanges, and any
and all products,
insurance and/or other
proceeds (cash and
non-cash) there from.
	 
	 	 	 	 	 	 	 	 
	NOVELIS CORPORATION

6060 PARKLAND BLVD.

CLEVELAND, OHIO

44124

	 	THOMPSON TRACTOR CO., INC.

PO BOX 10367

BIRMINGHAM, AL

35202
	 	06-0017582291

MAY 23, 2006
	 	5 YEARS
	 	ONE (1) GC55, S/N
AT88A00191,
INCLUDING
PROCEEDS.
	 
	 	 	 	 	 	 	 	 
	NOVELIS CORPORATION

448 COUNTY ROUTE 1A

OSWEGO, NY

131263962

	 	DE LAGE LANDEN FINANCIAL SERVICES
INC.

1111 OLD EAGLE SCHOOL ROAD

WAYNE, PA 19087
	 	06-0032929798

OCTOBER 3, 2006
	 	5 YEARS
	 	UCC-1 WITH A
SCHEDULE A,
INCLUDING ALL
COMPONENTS,
ADDITIONS,
UPGRADES,
ATTACHMENTS,
ACCESSIONS,
SUBSTITUTIONS,
REPLACEMENT AND
PROCEEDS OF THE
FOREGOING. THIS
FILING IS FOR
PRECAUTIONARY
PURPOSES IN
CONNECTION WITH AN
EQUIPMENT LEASING
TRANSACTION AND IS
NOT TO BE CONSTRUED
AS INDICATING THAT
THE
TRANSACTION IS OTHER
THAN A TRUE LEASE.
	 
	 	 	 	 	 	 	 	 
	NOVELIS CORPORATION

6060 PARKLAND BLVD.

CLEVELAND, OHIO

44124

	 	GLENCORE LTD.

3 STAMFORD PLAZA

301 TRESSOR BLVD.

STAMFORD, CT

06901-3244
	 	06-0033941541

OCTOBER 12, 2006
	 	5 YEARS
	 	All of Glencore Ltd.’s
A7E, A71, P1020
(ingot) AND/OR ITS
EQUIVALENT stored
from time to time at
storage facilities of
Novelis Corporation
located at four
Novelis locations.







 









 








Schedule 6.04(b)




Existing Investments



Investments as set forth in Schedule 10 to the Perfection Certificates delivered by each of
the Loan Parties.



Note
issued by Novelis UK Ltd in favor of Novelis Luxembourg
Participations S.A., dated February 3,
2005, in the principal amount of $123,457,338, and maturing
February 3, 2015 (the “NLP Note”).



Note
issued by Novelis AG in favor of Novelis Laminés France SAS, dated June 10, 2007 in the
principal amount of EUR 700,000 and maturing July 10, 2007 (the “NLF Note”).



Note
issued by Novelis AG in favor of Novelis PAE SAS, dated June 29, 2007 in the principal amount
of EUR 4,800,000 and maturing 

July 9, 2007 (the “NP Note”).



It is expressly understood and agreed that the NLP Note, the NLF Note and the NP Note shall be
permitted under Section 6.04(b) of the Credit Agreement for a period of 30 days following the
Closing Date and the NLP Note, the NLF Note and the NP Note shall automatically (and without
further action by any party) be removed from this Schedule 6.04(b) on the 31st day following the
Closing Date.





 









 








Schedule 9.01(b)




Cash Management




USA




	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	ACCOUNT
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	NUMBERS
	Novelis Corporation

	 	Disbursement -US
	 	U.S.
	 	Citibank Delaware
	 	3869-9988
	Novelis Corporation

	 	Concentration
	 	U.S.
	 	National City Bank
	 	983075782
	Novelis Corporation

	 	Lockbox -Trade
	 	U.S.
	 	Bank of America
	 	3284734433
	Novelis Corporation

	 	Lockbox -Misc
	 	U.S.
	 	Bank of America
	 	3344885994






CANADA




	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	ACCOUNT
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	NUMBERS
	Novelis Inc.

	 	Overdraft
	 	Canada
	 	Citibank -Canada
	 	2-015044-017
	Novelis Inc.

	 	Overdraft
	 	Canada
	 	Citibank -Canada
	 	2-015044-001
	Novelis Inc.

	 	Lockbox, Consolidation
	 	Canada
	 	RBC
	 	114-743-8
	Novelis Inc.

	 	Lockbox, Consolidation
	 	Canada
	 	RBC
	 	403-820-4
	Novelis Inc.


Novelis Inc. 


Novelis Inc. 


Novelis Inc. 


Novelis Inc.

	 	Lockbox

Lockbox

Lockbox

Lockbox

Lockbox
	 	Canada

Canada

Canada

Canada

Canada
	 	RBC

RBC

RBC

RBC

RBC
	 	TO 7864C

MO 7864C

CO 7864C

VO 7864C

TO 8978U






SWITZERLAND




	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	 
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 82 2
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 81 0
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 82 0
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 81 1
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 82 9
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 82 11
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 821
	Novelis AG

	 	Treasury Account
	 	Switzerland
	 	Credit Suisse Zürich-Paradeplatz
	 	0835 492976 82 12
	Novelis AG

	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500DKK
	Novelis AG

	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500EUR






 









 





	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	 
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis AG
	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500NOK

	Novelis AG
	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500SEK

	Novelis AG
	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500GBP

	Novelis AG
	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500USD

	Novelis AG
	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500CHF

	Novelis AG
	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500AUD

	Novelis AG
	 	Master Cash Pool Accounts
	 	Germany
	 	Commerzbank Berlin
	 	100/4 205990500CAD

	Novelis
Switzerland SA
	 	Account Receivable
/ Payable
	 	Switzerland
	 	Credit Suisse
	 	CH21 0483 5089 4273
4100 0

	Novelis
Switzerland SA
	 	Account Receivable
/ Payable
	 	Switzerland
	 	Credit Suisse
	 	CH84 0483 5089 4273
4200 0

	Novelis
Switzerland SA
	 	Account Receivable
/ Payable
	 	Switzerland
	 	Credit Suisse
	 	CH57 0483 5089 4273 4200 1

	Novelis
Switzerland SA
	 	Account Receivable
/ Payable
	 	Switzerland
	 	Credit Suisse
	 	CH30 0483 5089 4273
4200 2

	Novelis
Technology AG
	 	Account Receivable
/ Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	0835 110381 92 1

	Novelis
Technology AG
	 	Account Receivable
/ Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	0835
110381 91

	Novelis
Technology AG
	 	Account Receivable
/ Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	0835 110381 92







GERMANY




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	100
400 00 205991300

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	100
400 00 205991300

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	100 400 00 205991300

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	100 400 00 205991300

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	100 400 00 205991300

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	100
400 00 205991300







 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	100 400 00 205991300

	Novelis
Deutschland
GmbH
	 	Main Account
	 	Germany
	 	Commerzbank
	 	100
400 00 205991302

	Novelis
Deutschland
GmbH
	 	Main Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991302

	Novelis
Deutschland
GmbH
	 	Main Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991302

	Novelis
Deutschland
GmbH
	 	Main Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991302

	Novelis
Deutschland
GmbH
	 	Main Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991302

	Novelis
Deutschland
GmbH
	 	Main Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991302

	Novelis
Deutschland
GmbH
	 	Main Account
	 	Germany
	 	Commerzbank
	 	100
400 00 205991302

	Novelis
Deutschland
GmbH
	 	Payable Metal
Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991301

	Novelis
Deutschland
GmbH
	 	Pension Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991301

	Novelis
Deutschland
GmbH
	 	Fees Account
	 	Germany
	 	Commerzbank
	 	100
400 00 205995400

	Novelis
Deutschland
GmbH
	 	Security and Reserve
Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205995408

	Novelis
Deutschland
GmbH
	 	Deposit Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991309

	Novelis
Deutschland
GmbH
	 	Deposit Account
	 	Germany
	 	Commerzbank
	 	100 400 00 205991309

	Novelis
Deutschland
GmbH
	 	Deposit Account
	 	Germany
	 	Commerzbank
	 	100 400 00 1766005

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	458
400 26 6208870

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	458
410 31 8203200

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Germany
	 	Commerzbank
	 	810 400 00 6526172







 









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis
Deutschland
GmbH
	 	Pension Account
	 	Germany
	 	Commerzbank
	 	760
400 61 521823501

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	Spain
	 	Commerzbank
	 	COBAESM 3631686

	Novelis
Deutschland
GmbH
	 	Account Receivable /
Payable
	 	United Kingdom
	 	Commerzbank
	 	COBAGB2 1152214

	Novelis
Deutschland
GmbH
	 	Account Payable
	 	Finland
	 	Nordea Pamki
Suomi Oyi
	 	NDEAFIHHXXX
15713027756

	Novelis
Deutschland
GmbH
	 	Account Payable
	 	Denmark
	 	Den Danske Bank
	 	DABADKKKXXX
3326147966

	Novelis
Deutschland
GmbH
	 	Account Payable
	 	France
	 	Societe Generale
	 	SOGEFRPP
00020491387

	Novelis
Deutschland
GmbH
	 	Account Payable
	 	Netherlands
	 	Postbank
	 	PSTBNL21 1775145

	Novelis
Deutschland
GmbH
	 	Account Payable
	 	Belgium
	 	Fortis Bank
	 	GEBABEBB
210073796440

	Novelis
Deutschland
GmbH
	 	Account Payable
	 	Netherlands
	 	ABN AMRO Bank
NV
	 	ABNANL2A 417007310







UK




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Security Account
	Account Bank	 	Jurisdiction	 	Security Account Numbers	 	name
	HSBC Bank plc
	 	U.K.
	 	51050176 (Bridgnorth — GBP)

	 	Novelis UK Ltd
	City of London
	 	 	 	51269313 (Rogerstone — GBP)

	 	Novelis UK Ltd
	Corporate Office
	 	 	 	1272284

	 	Novelis Europe
	Canary Wharf
	 	 	 	 

	 	Holdings Limited
	London
	 	 	 	 
	 	 
	E14 5HQ
	 	 	 	 
	 	 
	Sort Code: 40-02-50
	 	 	 	 
	 	 
	 	 	 	 	 
	 	 
	HSBC Bank plc
	 	U.K.
	 	36650238 (Bridgnorth — CAD)

	 	Novelis UK Ltd.
	City of London
	 	 	 	59081939 Rogerstone — CAD)
	 	 
	Corporate Office
	 	 	 	57166067 (Bridgnorth EUR)
	 	 
	Canary Wharf
	 	 	 	59081947 (Rogerstone EUR)
	 	 
	London
	 	 	 	57478406 (Bridgnorth CHF)
	 	 
	E14 5HQ
	 	 	 	67178848 (Rogerstone CHF)
	 	 
	Sort Code: 40-05-15
	 	 	 	57478371 (Bridgnorth SEK)
	 	 
	 	 	 	 	59081971 (Rogerstone SEK)
	 	 
	 	 	 	 	59081963 (Rogerstone DKK)
	 	 
	 	 	 	 	36658094 (Bridgnorth USD)
	 	 
	 	 	 	 	59081955 (Rogerstone USD)
	 	 
	 	 	 	 	
59241725 (EUR)

	 	
Novelis Europe






 









 





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Security Account
	Account Bank	 	Jurisdiction	 	Security Account Numbers	 	name
	 

	 	 	 	59241733 (USD)
	 	Holdings Limited
	 
	 	 	 	 	 	 
	Commerzbank AG,

London Branch

60 Gracechurch Street

	 	U.K.
	 	30119391 (Rogerstone EUR)

30119392 (Bridgnorth EUR)
	 	Novelis UK Ltd.
	London EC3V 0HR
	 	 	 	 	 	 
	Sort Code: 40-62-01
	 	 	 	 	 	 







 











 





EXHIBIT A




Form of




ADMINISTRATIVE QUESTIONNAIRE



NOVELIS INC.




	 	 	 	 	 
	Agent Address:

	 	LaSalle Business Credit, LLC 

135 South LaSalle Street, Suite 425 

Chicago, Illinois 60603
	 	Return form to: Steven Friedlander 

Telephone: (312) 992-2487 

Facsimile: 312-992-1501 

E-mail: steven.friedlander@abnamro.com










It is very important that all of the requested information be completed accurately and that this
questionnaire be returned promptly. If your institution is sub-allocating its allocation, please
fill out an administrative questionnaire for each legal entity.








Legal Name of Lender to appear in Documentation:




 





	 	 	 	 	 
	Signature Block Information:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	•

	 	Signing Credit Agreement
	 	o
	 	Yes
	 	o
	 	No
	 
	•

	 	Coming in via Assignment
	 	o
	 	Yes
	 	o
	 	No
	 
	•

	 	Swiss Qualifying Bank
	 	o
	 	Yes
	 	o
	 	No
	 
	•

	 	Canadian Resident
	 	o
	 	Yes
	 	o
	 	No
	 
	•

	 	Specified Foreign Currency Capacity
	 	o
	 	Yes
	 	o
	 	No






	 	 	 	 	 	 	 
	 

	 	Type of Lender: 	 	 	 	 
	 

	 	 	 	 

	 	 





(Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund,
Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other- please_specify)




	 	 	 	 	 
	Lender Parent:
	 	 	 	 
	 

	 	 

	 	 





EXHIBIT A-1


 









 








	 	 	 	 	 	 	 
	Domestic Address	 	 	 	Eurocurrency or EURIBOR Address	 	 
	 
	 	 	 	 	 	 
	 
	 


	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	Canadian Address	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 
	 


	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 






EXHIBIT A-2




 









 








	 	 	 	 	 	 	 	 	 
	 	 	Primary Credit Contact	 	 	 	Secondary Credit Contact	 	 
	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Company:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Address:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Telephone:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Facsimile:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	E-Mail Address:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 
	 	 	Primary Operations Contact	 	 	 	Secondary Operations Contact	 	 
	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Company:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Address:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Telephone:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Facsimile:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	E-Mail Address:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 
	 	 	Bid Contact	 	 	 	L/C Contact	 	 
	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Company:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Address:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Telephone:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	Facsimile:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	E-Mail Address:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 






EXHIBIT A-3




 









 








Lender’s Domestic Wire Instructions 




	 	 	 	 	 
	Bank Name:
	 	 	 	 
	 

	 	 

	 	 
	ABA/Routing No.:
	 	 	 	 
	 

	 	 

	 	 
	Account Name:
	 	 	 	 
	 

	 	 

	 	 
	Account No.:
	 	 	 	 
	 

	 	 

	 	 
	FFC Account Name:
	 	 	 	 
	 

	 	 

	 	 
	FFC Account No.:
	 	 	 	 
	 

	 	 

	 	 
	Attention:
	 	 	 	 
	 

	 	 

	 	 
	Reference:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	
Lender’s Foreign Wire Instructions 



	 
	Currency:
	 	 	 	 
	 

	 	 

	 	 
	Bank Name:
	 	 	 	 
	 

	 	 

	 	 
	Swift/Routing No.:
	 	 	 	 
	 

	 	 

	 	 
	Account Name:
	 	 	 	 
	 

	 	 

	 	 
	Account No.:
	 	 	 	 
	 

	 	 

	 	 
	FFC Account Name:
	 	 	 	 
	 

	 	 

	 	 
	FFC Account No.:
	 	 	 	 
	 

	 	 

	 	 
	Attention:
	 	 	 	 
	 

	 	 

	 	 
	Reference:
	 	 	 	 
	 

	 	 

	 	 
	
Agent’s Wire Instructions 



	 
	Bank Name:
	 	 	 	 
	 

	 	 

	 	 
	ABA/Routing No.:
	 	 	 	 
	 

	 	 

	 	 
	Account Name:
	 	 	 	 
	 

	 	 

	 	 
	Account No.:
	 	 	 	 
	 

	 	 

	 	 
	FFC Account Name:
	 	 	 	 
	 

	 	 

	 	 
	FFC Account No.:
	 	 	 	 
	 

	 	 

	 	 
	Attention:
	 	 	 	 
	 

	 	 

	 	 
	Reference:
	 	 	 	 
	 

	 	 

	 	 






EXHIBIT A-4





 









 








Tax Documents




NON-U.S. LENDER INSTITUTIONS:




I. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you must
complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected
to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental
Agency).



A U.S. taxpayer identification number is required for any institution submitting Form W-8ECI. It is
also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with
the U.S. Please refer to the instructions when completing the form applicable to your institution.
In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed
forms. An original tax form must be submitted.




II. Flow-Through Entities:



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, other non- U.S. flow-through entity or Qualified or
Non-Qualified Intermediary, an original Form W-8IMY (Certificate of Foreign Intermediary, Foreign
Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding) must be completed
by the intermediary together with a withholding statement. Subject to applicable exceptions
(including an exception for certain U.S. branches of foreign banks), Non-Qualified Intermediaries
and Foreign Flow-Through Entities other than “foreign withholding partnerships” are generally
required to include tax forms for each of the underlying beneficial owners.



Please refer to the instructions when completing the form applicable to your institution. Original
tax form(s) must be submitted within 90 days after the first payment of income.




U.S. LENDER INSTITUTIONS:




If your institution is incorporated or organized within the United States, we request that you
submit an original Form W-9 (Request for Taxpayer Identification Number and Certification).




Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax
form for your institution must be completed and returned prior to the first payment of income.
Failure to provide the proper tax form when requested may subject your institution to U.S. tax
withholding.




EXHIBIT A-5




 









 








EXHIBIT B




Form of

Assignment and Assumption



This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date
set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and
[Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall
have the meanings given to them in the Credit Agreement defined below, receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and
the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Funding Agent as contemplated below, (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including participations in any Letters of Credit and
Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i)
and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.




	 	 	 	 	 	 	 
	1.

	 	Assignor:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:	 	 	 	 
	 

	 	 	 	 

[and is an Affiliate/Approved Fund of [identify Lender]1]
	 	 
	 
	 	 	 	 	 	 
	3.

	 	Borrower(s):
	 	[Novelis, Inc.][Novelis Corporation, Novelis PAE Corporation,
Novelis Finances USA LLC, Novelis South America Holdings LLC and
Aluminum Upstream Holdings LLC][Novelis UK Ltd][Novelis AG]	 	 
	 
	 	 	 	 	 	 
	4.

	 	Funding Agent:
	 	LaSalle Business Credit, LLC, as the funding agent under the Credit
Agreement	 	 
	 
	 	 	 	 	 	 
	5.

	 	Credit Agreement:
	 	The Credit Agreement, dated as of July 6, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among	 	 








 




			
	1	 	Select as applicable.





EXHIBIT B-1




 









 




NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian
Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. Subsidiaries of the Canadian Borrower signatory thereto as Borrowers, NOVELIS UK LTD, a limited liability
company incorporated under the laws of England and Wales with registered number 00279596,
and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV
ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the
Subsidiary Guarantors, the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank, as
U.S. swingline lender, as administrative agent for the Lenders, LASALLE BUSINESS CREDIT,
LLC, as funding agent and as collateral agent for the Secured Parties and the Issuing Bank,
UBS SECURITIES LLC, as syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS
CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents, ABN AMRO BANK
N.V., acting through its Canadian branch, as Canadian administrative agent, Canadian funding
agent and Canadian issuing bank and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint
lead arrangers and joint bookmanagers.




6. Assigned Interest:




	 	 	 	 	 	 	 
	 	 	Aggregate Amount	 	 	 	 
	 	 	of [U.S./European	 	 	 	 
	 	 	Commitments/U.S./	 	Amount of	 	Percentage Assigned
	 	 	European	 	[U.S./European	 	of [U.S./European
	 	 	Revolving	 	Commitments/U.S./	 	Commitments/U.S./
	 	 	Loans][Canadian	 	European Revolving	 	European Revolving
	 	 	Commitments/Canadian 	 	Loans][Canadian	 	Loans][Canadian
	 	 	Revolving	 	Commitments/Canadian 	 	Commitments/Canadian 
	 	 	Loans] for all	 	Revolving	 	Revolving
	Facility Assigned	 	Lenders2	 	Loans] Assigned2	 	Loans]3
	[U.S. Revolving
	 	$	 	$	 	%
	Loans][Swiss

Revolving

Loans][U.K.

Revolving Loans]

[Canadian

Revolving Loans]

[European

Swingline Loans]
	 	 	 	 	 	 






7. Swiss Qualifying Bank: Assignee [is][is not] a Swiss Qualifying Bank.



8. Canadian Resident: Assignee [is][is not] a Canadian Resident.






 




			
	2	 	Set forth in Dollar Equivalent.
	 
	3	 	Set forth, to at least 9 decimals, as a percentage of the applicable Commitment/Loans
of all Lenders thereunder.





EXHIBIT B-2




 









 








9. [Trade Date:                     ]4






 




			
	4	 	To be completed if the Assignor and Assignee intend that the minimum assignment
amount is to be determined as of the Trade Date.





EXHIBIT B-3




 









 






Effective Date: __________ ____, 20 _______ [TO BE INSERTED BY FUNDING AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]5



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 
	 	 	ASSIGNOR

     [NAME OF ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE

     [NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Title:
	 	 






	 	 	 	 	 
	Consented to and Accepted:	 	 
	 
	 	 	 	 
	[NOVELIS INC.,

     as Administrative Borrower]6	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	LASALLE BUSINESS CREDIT, LLC,

     as Funding Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 








 




			
	5	 	This date may not be fewer than 5 Business days after the date of
assignment unless the Funding Agent otherwise agrees.
	 
	6	 	To be added only if the approval of such person is required by the terms of the
Credit Agreement.





EXHIBIT B-4




 









 








	 	 	 	 	 
	[ABN AMRO BANK N.V., 

     as U.S./European Issuing 

     Bank and
as Swingline Lenter]6	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	[ABN AMRO BANK N.V.,

      as Canadian Issuing Bank]6	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






EXHIBIT B-5




 









 








ANNEX 1 to Assignment and Assumption




[BORROWER]

CREDIT AGREEMENT




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Loan Parties, any of their Subsidiaries or Affiliates or any other person
obligated in respect of any Loan Document or (iv) the performance or observance by the Loan
Parties, any of their Subsidiaries or Affiliates or any other person of any of their respective
obligations under any Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the Person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v)
it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Sections 4.01(e) or 5.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance on the Funding
Agent or any other Lender, (vi) if it is not already a Lender under the Credit Agreement, attached
to the Assignment and Assumption an Administrative Questionnaire in the form of Exhibit A to the
Credit Agreement, (vii) to the extent required by the Credit Agreement, the Funding Agent has
received a processing and recordation fee of $3,500 as of the Effective Date and (viii) attached to
the Assignment and Assumption is any documentation required to be delivered by it pursuant to
Section 2.15 of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees
that (i) it will, independently and without reliance on any Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
(ii) it will perform in accordance with their terms all of the obligations that by the terms of the
Loan Documents are required to be performed by it as a Lender and (iii) it will make or invest in
its Commitments and Loans for its own account in the ordinary course and without a view to
distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange
Act, or other federal securities laws (it being understood that, subject to the provisions of




EXHIBIT B-ANNEX 1-1




 









 




Section 2.16(c), 11.02(d) and 11.04 of the Credit Agreement, the disposition of
such Commitments and Loans or any interests therein shall at all times remain within its exclusive
control).


2. Payments. From and after the Effective Date, the Funding Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to
the Assignee for amounts that have accrued from and after the Effective Date.


3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment and
Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with and
governed by, the law of the State of New York without regard to conflicts of principles of law that
would require the application of the laws of another jurisdiction.



EXHIBIT B-ANNEX 1-2



 








 








EXHIBIT C




Form of

BORROWING REQUEST




LaSalle Business Credit, LLC,

     as Funding Agent for 

the Lenders referred to below, 

135 South LaSalle Street, Suite 425

Chicago, Illinois 60603




Attention: Steven Friedlander




Re: NOVELIS




[Date]




Ladies and Gentlemen:



Reference is made to the Credit Agreement, dated as of July 6, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian
Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the
Canadian Borrower signatory thereto as Borrowers, NOVELIS UK LTD, a limited liability company
incorporated under the laws of England and Wales with registered number 00279596, and NOVELIS AG,
a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a corporation
formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each
other capitalized term used but not defined herein having the meaning given to it in the Credit
Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank, as U.S. swingline
lender, as administrative agent for the Lenders, LASALLE BUSINESS CREDIT, LLC, as funding agent
and as collateral agent for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as
syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS
CREDIT CANADA INC., as documentation agents, ABN AMRO BANK N.V., acting through its Canadian
branch, as Canadian administrative agent, Canadian funding agent and Canadian issuing bank and ABN
AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.
Administrative Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement
that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below
the terms on which such Borrowing is requested to be made:




	 	 	 	 	 	 	 
	(A)

	 	Borrowing
	 	[U.S. Revolving Loans]	 	 
	 

	 	 	 	[Canadian Revolving Loans]	 	 
	 

	 	 	 	[U.K. Revolving Loans]	 	 
	 

	 	 	 	[Swiss Revolving Loans]	 	 
	 

	 	 	 	[U.S. Swingline Loans]	 	 
	 

	 	 	 	[European Swingline Loans]	 	 
	 
	 	 	 	 	 	 
	(B)

	 	Approved Currency of Borrowing	 	 	 	 
	 

	 	 	 	 

	 	 






EXHIBIT C-1




 









 





	 	 	 	 	 	 	 
	(C)
	 	Principal amount of Borrowing1	 	 	 	 
	 
	 	 	 	 
	 	  
	 
	 	 	 	 	 	 
	(D)
	 	Date of Borrowing (which is a Business Day)	 	 	 	 
	 
	 	 	 	 
	 	  
	 
	 	 	 	 	 	 
	(E)
	 	Type of Borrowing	 	[ABR] [Eurocurrency] [EURIBOR]

[Canadian Base Rate] [BA Rate]2	 	 
	 
	 	 	 	 	 	 
	(F)
	 	Interest Period and the last day thereof3	 	 	 	 
	 
	 	 	 	 
	 	  
	 
	 	 	 	 	 	 
	(G)
	 	Funds are requested to be disbursed to 

   Borrower’s
account with [                                        ]

   (Account No.     ).	 	 	 	 




Administrative Borrower hereby represents and warrants that the conditions to lending
specified in Sections 4.02(b), (c) and (d) of the Credit Agreement are satisfied as of the
date hereof.



[Signature Page Follows]





 



			
	1	 	Dollar Denominated Loans must be in an amount that is (i) an integral multiple of $1.0 million and not less than $5.0 million for ABR Loans and (ii) an integral multiple of $1.0
million and not less than $5.0 million for Eurocurrency Loans. Canadian Dollar Denominated
Loans must be in an amount that is (i) an integral multiple of Cdn.$1.0 million and not less
than Cdn.$5.0 million for Canadian Base Rate Loans and (ii) an integral multiple of Cdn.$1.0
million and not less than Cdn.$5.0 million for BA Rate Loans. Euro Denominated Loans must be
in amount that is (i) an integral multiple of €1.0 million and not less than €5.0
million. GBP Denominated Loans must be in an amount that is at least GBP2.5 million and, if
greater, an integral multiple of GBP1.0 million. U.S. Swingline Loans must be in an amount
that is not less than $1.0 million and integral multiples of $500,000 above such amount.
European Swingline Loans must be in an amount that is not less than €1.0 million (for
Loans denominated in Euros), GBP1.0 million (for Loans denominated in GBP), or CHF1.0 million
(for Loans denominated in Swiss Francs) and integral multiples of €500,000, GBP500,000 or
CHF500,000, respectively, above such amount.
	 
	2	 	Shall be ABR for U.S. Swingline Loans and Eurocurrency or EURIBOR for European
Swingline Loans.
	 
	3	 	Shall be subject to the definition of “Eurocurrency Interest Period”, “EURIBOR
Interest Period” or “BA Rate Interest Period”, as applicable, set in the Credit Agreement.



EXHIBIT C-2


 







 








	 	 	 	 	 
	 	NOVELIS INC., as Administrative Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT C-3




 









 








EXHIBIT D




Form
of
 COMPLIANCE CERTIFICATE





     I, [___], the [Financial Officer] of [____] (in such capacity and not in my
individual capacity), hereby certify that, with respect to that certain Credit Agreement, dated as
of July 6, 2007 (the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada
Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and
the other U.S. Subsidiaries of the Canadian Borrower signatory thereto as Borrowers, NOVELIS UK
LTD, a limited liability company incorporated under the laws of England and Wales with registered
number 00279596, and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland,
AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary
Guarantors (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European
issuing bank, as U.S. swingline lender, as administrative agent for the Lenders, LASALLE BUSINESS
CREDIT, LLC, as funding agent and as collateral agent for the Secured Parties and the Issuing Bank,
UBS SECURITIES LLC, as syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT,
INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents, ABN AMRO BANK N.V., acting
through its Canadian branch, as Canadian administrative agent, Canadian funding agent and Canadian
issuing bank and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint
bookmanagers:




     (a) Attached hereto as Schedule 1 are detailed calculations1
demonstrating compliance Borrower and its Subsidiaries with Section 6.10 of the
Credit Agreement. Borrower and its Subsidiaries are in compliance with such Sections as of
the date hereof. [Attached hereto as Schedule 2 is the report of [accounting firm.]]2





     (b) The Borrower was in compliance (to the extent required by the terms thereof) with
each of the covenants set forth in Section 6.10 of the Credit Agreement at all times during
and since [____].




     (c) No Default has occurred under the Credit Agreement which has not been
previously disclosed, in writing, to the Funding Agent pursuant to a Compliance
Certificate.3




     (d) Attached hereto as Schedule 3 are detailed calculations showing a
reconciliation of Consolidated EBITDA to the net income set forth on the statement of
income, on a quarterly basis.





 




			
	1	 	Calculations shall be in reasonable details satisfactory to the Funding Agent
(including a breakdown of such computations on a quarterly basis).
	 
	2	 	To accompany annual financial statements only, to the extent permitted under
applicable accounting guidelines. The report must opine or certify that, with respect to its
regular audit of such financial statements, which audit was conducted in accordance with GAAP, the
accounting firm obtained no knowledge that any Default has occurred or, if in the opinion of such
accounting firm such a Default has occurred, specifying the nature and extent thereof.
	 
	3	 	If a Default shall have occurred, an explanation specifying the nature and extent of
such Default shall be provided on a separate page together with an explanation of the corrective action taken or proposed
to be taken with respect thereto (include, as applicable, information regarding actions,
if any, taken since prior certificate).





EXHIBIT D-1




 









 








[Signature Page Follows]




EXHIBIT D-2




 









 





Dated this [   ] day of [      ], 20[   ].




	 	 	 	 	 	 	 
	 	 	[                                          ]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title: [Financial Officer]	 	 






EXHIBIT D-3




 









 








SCHEDULE 1




Financial Covenants




EXHIBIT D-4




 









 





[SCHEDULE 2]




[Report of Accounting Firm]

[See attached]




EXHIBIT D-5




 









 





[SCHEDULE 3]




[Reconciliation of Consolidated EBITDA to net income]

[See attached]




EXHIBIT D-6





 











 





EXHIBIT E




Form of

INTEREST ELECTION REQUEST




LaSalle Business Credit, LLC,

   as Funding Agent

135 South LaSalle Street, Suite 425

Chicago, Illinois 60603




Attention: Steven Friedlander




[Date]




Re: Novelis




Ladies and Gentlemen:




This Interest Election Request is delivered to you pursuant to Section 2.08 of the Credit
Agreement, dated as of July 6, 2007 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the (“Credit Agreement”), among NOVELIS INC. (“Canadian
Borrower”), a corporation formed under the Canada Business Corporations Act, NOVELIS
CORPORATION, a Texas corporation, and the other U.S. Subsidiaries of the Canadian Borrower
signatory thereto as Borrowers, NOVELIS UK LTD, a limited liability company incorporated under the
laws of England and Wales with registered number 00279596, and NOVELIS AG, a stock corporation (AG)
organized under the laws of Switzerland, AV ALUMINUM INC., a corporation formed under the Canada
Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term
used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders,
ABN AMRO BANK N.V., as U.S./European issuing bank, as U.S. swingline lender, as administrative
agent for the Lenders, LASALLE BUSINESS CREDIT, LLC, as funding agent and as collateral agent for
the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent, BANK OF
AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as
documentation agents, ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian
administrative agent, Canadian funding agent and Canadian issuing bank and ABN AMRO INCORPORATED
and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.



EXHIBIT E-1









 





The Administrative Borrower hereby requests that on [                    ]1 (the “Interest Election Date”),




1. $[                    ] of the presently outstanding principal amount of the [U.S. Revolving Loans]
[U.K. Revolving Loans] [Swiss Revolving Loans] [Canadian Revolving Loans] [available/originally
made on [                    ]], in [                    ]2




2. [and all presently being maintained as/be issued as] [ABR Loans] [Eurocurrency Loans]
[EURIBOR Loans] [Canadian Base Rate Loans] [BA Rate Loans],




3. be [established as] [converted into] [continued as],




4. [[Eurocurrency Loans] [EURIBOR Loans] having an Interest Period of [one/two/three/six]
months] [ABR Loans] [Canadian Base Rate Loans] [BA Rate Loans having an Interest period of
[30/60/90/180] days].



The undersigned hereby certifies that the following statements are true on the date hereof, and
will be true on the proposed Interest Election Date, both before and after giving effect thereto
and to the application of the proceeds therefrom:




(a) the foregoing [conversion] [continuation] complies with the terms and conditions of the
Credit Agreement (including, without limitation, Section 2.08 of the Credit Agreement);




(b) no Default has occurred and is continuing, or would result from such proposed [conversion]
[continuation].



[Signature Page Follows]






 




			
	1	 	Shall be a Business Day that is (i) three Business Days following the date of this
Interest Election Request in the case of conversion into/continuation of Eurocurrency Loans to
the extent this Interest Election Request is delivered to the Funding Agent not later than 11:00
a.m., Chicago time on the date hereof, otherwise the fourth Business Day following the date of
delivery hereof, (ii) two Business Days following the date of this Interest Election Request in
the case of conversion into/continuation of BA Rate Loans to the extent this Interest Election
Request is delivered to the Funding Agent not later than 11:00 a.m., Chicago time on the date
hereof, otherwise the third Business Day following the date of delivery hereof, (iii) three
Business Days following the date of this Interest Election Request in the case of conversion
into/continuation of EURIBOR Loans to the extent this Interest Election Request is delivered to
the Funding Agent not later than 11:00 a.m., Chicago time on the date hereof, otherwise the
fourth Business Day following the date of delivery hereof, (iv) one Business Day following the
date of this Interest Election Request in the case of conversion into/continuation of Canadian
Base Rate Loans to the extent this Interest Election Request is delivered to the Funding Agent
not later than 11:00 a.m., Chicago time on the date hereof, otherwise the second Business Day
following the date of delivery hereof, or (v) the date of this Interest Election Request in the
case of a conversion into ABR Loans to the extent this Interest Election Request is delivered to
the Funding Agent not later than 9:00 a.m., Chicago time on the date hereof, otherwise the
Business Day following the date of delivery hereof.
	 
	2	 	Specify Alternate Currency of Borrowing.







EXHIBIT E-2









 








The Administrative Borrower has caused this Interest Election Request to be executed and delivered
by its duly authorized officer as of the date first written above.



	 	 	 	 	 
	 	NOVELIS INC., as Administrative Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





EXHIBIT E-3









 








EXHIBIT F




Form of

JOINDER AGREEMENT





Reference is made to the Credit Agreement, dated as of July 6, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the
“Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto as Borrowers, NOVELIS UK LTD, a limited
liability company incorporated under the laws of England and Wales with registered number 00279596,
and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC.,
a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such
term and each other capitalized term used but not defined herein
having the meaning given to it in
the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank, as U.S.
swingline lender, as administrative agent for the Lenders, LASALLE BUSINESS CREDIT, LLC, as funding
agent and as collateral agent for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as
syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS
CREDIT CANADA INC., as documentation agents, ABN AMRO BANK N.V., acting through its Canadian
branch, as Canadian administrative agent, Canadian funding agent and Canadian issuing bank and ABN
AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.



W I T N E S S E T H:




WHEREAS, the Guarantors have entered into the Credit Agreement and the applicable Security
Documents in order to induce the Lenders to make the Loans and the Issuing Banks to issue Letters
of Credit to or for the benefit of the Borrowers;



WHEREAS, pursuant to Section 5.11(b) of the Credit Agreement, certain Subsidiaries are required to
become Guarantors under the Credit Agreement by executing a Joinder Agreement. The undersigned
Subsidiary (the “New Guarantor”) is executing this joinder agreement (“Joinder
Agreement”) to the Credit Agreement in order to induce the Lenders to make additional Loans and
the Issuing Banks to issue Letters of Credit and as consideration for the Loans previously made by
the Lenders and Letters of Credit previously issued by the Issuing Banks and as consideration for
the other agreements of the Lenders and the Agents under the Loan Documents.



NOW, THEREFORE, the Funding Agent, Collateral Agent and the New Guarantor hereby agree as
follows:



1. Guarantee. In accordance with Section 5.11(b) of the Credit Agreement, the New Guarantor by
its signature below becomes a Guarantor under the Credit Agreement with the same force and effect
as if originally named therein as a Guarantor.



2. Representations and Warranties. The New Guarantor hereby (a) agrees to all the terms and
provisions of the Credit Agreement applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects (except that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and
as of the date hereof, except to the extent such representations and warranties expressly relate to
an earlier date, in which case such representation and warranty shall have been true and correct in
all material respects (or, in the case of any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect”, true and






EXHIBIT F-1









 








correct in all respects) as of such earlier date. Each reference to a Guarantor in the Credit
Agreement shall be deemed to include the New Guarantor. The New Guarantor hereby attaches
supplements to each of the schedules to the Credit Agreement and the Perfection Certificates
applicable to it.



3. Severability. Any provision of this Joinder Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



4. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall
constitute an original. Delivery of an executed signature page to this Joinder Agreement by
facsimile transmission shall be as effective as delivery of a manually executed counterpart of this
Joinder Agreement.



5. No Waiver. Except as expressly supplemented hereby, the Credit Agreement shall remain in full
force and effect.



6. Notices. All notices, requests and demands to or upon the New Guarantor, any Agent or any Lender
shall be governed by the terms of Section 11.01 of the Credit Agreement.



7. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.



[Signature Pages Follow]




EXHIBIT F-2









 








IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:





LASALLE BUSINESS CREDIT, LLC, as 

       Funding Agent and as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



LaSalle Business Credit, LLC

135 South LaSalle Street, Suite 425

Chicago, Illinois 60603

Attention: Steven Friedlander

 	 




EXHIBIT F-3









 





[Note: Schedules to be attached.]




EXHIBIT F-4









 





EXHIBIT G




Form of




LANDLORD ACCESS AGREEMENT




[See attached]




EXHIBIT G-1









 





EXHIBIT G




FORM OF




LANDLORD’S
LIEN WAIVER, ACCESS AGREEMENT AND CONSENT




          THIS LANDLORD’S LIEN WAIVER, ACCESS AGREEMENT AND CONSENT (the “Agreement”) is made
and entered into as of
                                        , 2007 by and between
                                                            , having an office at
                                                            
(“Landlord”) and ABN AMRO BANK N.V., having an office at                                                              as collateral
agent, (in such capacity, “Collateral Agent”), for the benefit of the Secured Parties under the
Credit Agreement (as hereinafter defined).




R E C I T A L S:




          A. Landlord is the record title holder and owner of the real property described in
Schedule A attached hereto (the “Real Property”).




          B. Landlord has leased all or a portion of the Real Property (the “Leased Premises”)
to [                    ] (“Lessee” or “Borrower”) pursuant to a certain lease agreement or agreements
described in Schedule B attached hereto (collectively, and as amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Lease”).




          C. “Borrower” and the Collateral Agent, among others, are, in connection with the
execution and delivery of this Agreement, entering into a Credit Agreement, dated as
of [                    ], 2007, (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”; capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement), pursuant to which the Lenders have agreed to make certain loans to,
among others, Borrower (collectively, the “Loans”).




          D. [The Lessee is a subsidiary of Borrower]1




          E. [The Lessee has, pursuant to the Credit Agreement among other things guaranteed
the obligations of the Borrower under the Credit Agreement and to other Documents
evidencing and securing the Loans.]2




          F. As security for the payment and performance of Lessee’s Obligations under the Credit
Agreement and the other Loan Documents, Collateral Agent (for its benefit and the benefit of the
Secured Parties) has or will acquire a security interest in and lien upon all of Lessee’s
personal property, inventory, accounts, goods, machinery, equipment, furniture and fixtures
(together with all additions,






 




			
	1	 	If Lessee is not the borrower under the Credit Agreement, this recital will be
included. Also, Recital B will change so that Lessee and Borrower are not the same party, and
Recital C will change.
	 
	2	 	Include this Recital if the Lessee is not the borrower under the Credit Agreement.




 









 









substitutions, replacements and improvements to, and proceeds of, the foregoing, collectively,
the “Personal Property”) [and a mortgage lien on Lessee’s leasehold interest in the
Leased Premises.]3.




          G. Collateral Agent has requested that Landlord execute this Agreement as a
condition precedent to the making of the Loans under the Credit Agreement.




A
G R E E M E N T:




          NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby
represents, warrants and agrees in favor of Collateral Agent, as follows:




          1. Landlord hereby waives and releases unto Collateral Agent (i) any contractual landlord’s
lien and any other landlord’s lien which it may be entitled to at law or in equity against any
Personal Property, (ii) any and all rights granted by or under any present or future laws to levy
or distrain for rent or any other charges which may be due to the Landlord against the Personal
Property and (iii) any and all claims, liens and demands of every kind which it has or may
hereafter have against the Personal Property (including, without limitation, any right to include
the Personal Property in any secured financing Landlord may become party to). Landlord acknowledges
that the Personal Property is and will remain personal property and not fixtures even though it may
be affixed to or placed on the Real Property.




          2. Landlord certifies that (i) Landlord is the landlord under the Lease described in
Schedule B attached hereto, (ii) the Lease is in full force and effect and has not been
amended, modified or supplemented except as set forth in Schedule B hereto, (iii) there is
no defense, offset, claim or counterclaim by or in favor of Landlord against Lessee under the Lease
or against the obligations of Landlord under the Lease and (iv) no notice of default has been given
under or in connection with the Lease which has not been cured, and Landlord has no knowledge of
any occurrence of any other default under or in connection with the Lease, (v) Lessee is in
possession of the Leased Premises, (vi) the current monthly base rent under the Lease is $                     per
month, such monthly base rent due under the Lease has been paid through                     , (vii) additional rent is
$                     and has been paid through                     , (viii) common area charges are $                    
 and have been paid through                     , (ix)
there are no other agreements, whether oral or written, between Lessee and Lessor concerning the
Real Property or the Leased Premises, (x) any improvements required by the terms of the Lease to be
made by lessee have been completed to the satisfaction of Landlord, and Lessee’s current use and
operating of the Leased Premises complies with any use covenants or operating requirements
contained in the Lease, (x) Landlord is the record and beneficial owner of the Leased Premises, and
the Lease is not subordinate, and has not been subordinated by Landlord, to any mortgage, lien or
other encumbrance; Landlord has not assigned, conveyed, transferred, sold, encumbered or mortgaged
its interest in the Lease or the Real Property, and there are no mortgages, deeds of trust or other
security interests encumbering Landlord’s fee interest in the Leased Premises, (xi) Landlord has
not received written notice of any pending eminent domain proceedings or other governmental actions
or any judicial actions of any kind against Landlord’s interest in the Real Property, and (xii)
Landlord, and the person or persons executing this certificate on behalf of Landlord, have the
power and authority to execute this Agreement.






 




			
	3	 	Include bracketed language if Leased Premises are to be mortgaged.





-2-









 





          3. Landlord agrees that Collateral Agent has the right to remove the Personal Property from
the Leased Premises at any time prior to the occurrence of a default under the Lease and, after the
occurrence of such a default, during the Standstill Period (as hereinafter defined)
provided that Collateral Agent shall repair any damage arising from such removal. Landlord
further agrees that, during the foregoing periods, Landlord will not (i) remove any of the Personal
Property from the Leased Premises or (ii) hinder Collateral Agent’s actions in removing Personal
Property from the Leased Premises or Collateral Agent’s actions in otherwise enforcing its security
interest in the Personal Property. Collateral Agent shall not be liable for any diminution in value
of the Leased Premises caused by the absence of Personal Property actually removed or by the need
to replace the Personal Property after such removal. Landlord acknowledges that Collateral Agent
shall have no obligation to remove the Personal Property from the Leased Premises.




          4. Landlord acknowledges and agrees that Lessee’s granting of a security interest in the
Personal Property [and the granting of a mortgage lien in and upon Lessee’s interest in the Leased
Premises, in each case,]4 in favor of the Collateral Agent (for its benefit and the
benefit of the holders of the Notes) shall not constitute a default under the Lease nor permit
Landlord to terminate the Lease or re-enter or repossess the Leased Premises or otherwise be the
basis for the exercise of any remedy by Landlord and Landlord hereby expressly consents to the
granting of such security interest [and mortgage lien.]5.




          5. Notwithstanding anything to the contrary contained in this Agreement or the Lease, in the
event of a default by Lessee under the Lease, Landlord agrees that (i) it shall provide to
Collateral Agent at the address set forth in the introductory paragraph hereof a copy of any notice
of default delivered to Lessee under the Lease and (ii) it shall not exercise any of its remedies
against Lessee provided in favor of Landlord under the Lease or at law or in equity until, in the
case of a monetary default, the date which is 45 days after the date the Landlord delivers written
notice of such monetary default to Collateral Agent, and in the case of a non-monetary default, the
date which is 60 days after the date the Landlord delivers written notice of such non-monetary
default to Collateral Agent (such 45-day period for monetary defaults and such 60 day period for
non-monetary defaults, as applicable, being referred to as the “Standstill Period”),
provided, however, if such non-monetary default by its nature cannot reasonably be
cured by Collateral Agent within such 60 day period, the Collateral Agent shall have such
additional period of time as may be reasonably necessary to cure such non-monetary default, so long
as Lender commences such curative measures within such 60 day period and thereafter proceeds
diligently to complete such curative measures. In the event that any such non-monetary default by
its nature cannot reasonably be cured by Collateral Agent, Landlord shall, provided Collateral
Agent has theretofore cured all monetary defaults (if any), upon the request of Collateral Agent
enter into a new lease with Collateral Agent (or its nominee) on the same terms and conditions as
the Lease. Collateral Agent shall have the right, but not the obligation, during the Standstill
Period, to cure any such default and Landlord shall accept any such cure by Collateral Agent or
Lessee. If, during the Standstill Period, Collateral Agent or Lessee or any other Person cures any
such default, then Landlord shall rescind the notice of default.






 




			
	4	 	Include bracketed language if Leased Premises are
to be mortgaged.
	 
	5	 	Include bracketed language if Leased Premises are
to be mortgaged.








-3-









 








          6. In the event of a termination, disaffirmance or rejection of the Lease for any reason,
including, without limitation, pursuant to any laws (including any bankruptcy or other insolvency
laws) by Lessee or the termination of the Lease for any reason by Landlord, Landlord will give the
Collateral Agent the right, within sixty (60) days of such event, provided all monetary defaults
under the Lease have been cured, to enter into a new lease of the Leased Premises, in the name of
the Collateral Agent (or a designee to be named by the Collateral Agent at the time), for the
remainder of the term of the Lease and upon all of the terms and conditions thereof, or, if the
Collateral Agent shall elect not to exercise such right (such election to be made by Collateral
Agent at its sole discretion), Landlord will give the Collateral Agent the right to enter upon the
Leased Premises during such sixty (60) day period for the purpose of removing Tenant’s personal
property therefrom.




          7. Notwithstanding any provision to the contrary contained in the Lease, any acquisition
of Lessee’s interest by Collateral Agent, its nominee, shall not create a default under, or
require Landlord’s consent under, the Lease.




          8. The terms and provisions of this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of Landlord (including, without limitation, any successor owner of
the Real Property) and Collateral Agent. Landlord will disclose the terms and conditions of this
Agreement to any purchaser or successor to Landlord’s interest in the Leased Premises.
Notwithstanding that the provisions of this Agreement are self-executing, Landlord agrees, upon
request by Collateral Agent, to execute and deliver a written acknowledgment confirming the
provisions of this Agreement in form and substance satisfactory to Collateral Agent.




          9. All notices to any party hereto under this Agreement shall be in writing and sent to such
party at its respective address set forth above (or at such other address as shall be designated by
such party in a written notice to the other party complying as to delivery with the terms of this
Section 9) by certified mail, postage prepaid, return receipt requested or by overnight delivery
service.




          10. The provisions of this Agreement shall continue in effect until Landlord shall have
received Collateral Agent’s written certification that the Loans have been paid in full and all of
Borrower’s other Obligations under the Credit Agreement and the other Loan Documents have been
satisfied.




          11. THE INTERPRETATION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS
OF LAWS PRINCIPLES THEREOF.




          12. Landlord agrees to execute, acknowledge and deliver such further instruments as Collateral
Agent may request to allow for the proper recording of this Agreement (including, without
limitation, a revised landlord’s waiver in form and substance sufficient for recording) or to
otherwise accomplish the purposes of this Agreement.




          13. Landlord agrees that, so long as the Notes and Lessee’s Obligations under the Credit
Agreement remain outstanding and Collateral Agent retains an interest in the Personal Property







-4-









 








[and/or Lessee’s interest in the Leased Premises]6, no modification, alteration or
amendment shall be made to the Lease without the prior written consent of Collateral Agent if such
modification, alteration or amendment could have a material adverse effect on the value or use of
the Leased Premises or Lessee’s obligations or rights under the Lease.





 




			
	6	 	Include bracketed language if Leased Premises are to be mortgaged.










-5-









 








          IN WITNESS WHEREOF, Landlord and Collateral Agent have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the date first above written.




	 	 	 	 	 
	 	                                                                                                              ,

as Landlord

 	 
	 	By:  	 
	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LASALLE BUSINESS CREDIT, LLC, 
as
Collateral Agent

 	 
	 	By:  	 
	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





Schedule A 




Description of Real Property




 









 





Schedule B




Description of Leases




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Location/
	Lessor	 	Lessee	 	Dated	 	Modification	 	Property Address
	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT H




Form of

[U.S./EUROPEAN] [CANADIAN] LC REQUEST [AMENDMENT]




Dated [          ]




LASALLE BUSINESS CREDIT LLC, as Funding Agent under the Credit Agreement, dated as of July 6, 2007
(as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business
Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and
the other U.S. subsidiaries of the Canadian Borrower signatory thereto as Borrowers, NOVELIS UK
LTD, a limited liability company incorporated under the laws of England and Wales with registered
number 00279596, and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland,
AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary
Guarantors (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European
issuing bank, as U.S. swingline lender, as administrative agent for the Lenders, LASALLE BUSINESS
CREDIT, LLC, as funding agent and as collateral agent for the Secured Parties and the Issuing Bank,
UBS SECURITIES LLC, as syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT,
INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents, ABN AMRO BANK N.V., acting
through its Canadian branch, as Canadian administrative agent, Canadian funding agent and Canadian
issuing bank and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint
bookmanagers.



[NAME AND ADDRESS OF ISSUING BANK]




Ladies and Gentlemen:




We hereby request that [NAME OF ISSUING BANK], as Issuing Bank under the Credit Agreement [issue]
[amend] [renew] [extend] [a] [an existing] [Standby] [Commercial] Letter of Credit for the account
of the undersigned [               ]15 on [               ]16 (the “Date of [Issuance] [Amendment]
[Renewal] [Extension]”) in the aggregate stated amount of [               ]17. [Such Letter of Credit
was originally issued on [date].] The requested Letter of Credit [shall be] [is] denominated in
Approved Currency.





 




			
	15	 	Note that if the LC Request is for (i) a U.S. Letter of Credit for a Loan Party that
is not the U.S. Borrower, the U.S. Borrower shall be a co-applicant, and be jointly and
severally liable, with respect to each U.S. Letter of Credit issued for the account or in
favor of any such Loan Party, (ii) a European Letter of Credit for the account of another
Subsidiary of Holdings that is not the European Administrative Borrower, the European
Administrative Borrower shall be a co-applicant, and be jointly and severally liable, with
respect to each European Letter of Credit issued for the account of such other Subsidiary of
Holdings, and (iii) a Canadian Letter of Credit for the account of another Canadian Subsidiary
of Holdings that is not the Administrative Borrower, the Administrative Borrower shall be a
co-applicant, and be jointly and severally liable, with respect to each Canadian Letter of
Credit issued for the account of such other Canadian Subsidiary of Holdings.
	 
	16	 	Date of Issuance [Amendment] [Renewal] [Extension] must be at least three Business
Days after the date of this LC Request, assuming this LC Request is delivered to the Issuing
Bank by 11:00 a.m., New York City time (or such shorter period as is acceptable to the Issuing
Bank).
	 
	17	 	Aggregate initial stated amount of Letter of Credit.




EXHIBIT H-1









 







The beneficiary of the requested Letter of Credit [will be] [is] [          ]18, and such Letter
of Credit [will be]
[is] in support of [          ]19 and [will have] [has] a stated expiration date of [          ]20. [Describe the nature
of the amendment, renewal or extension.]



We hereby certify that:




(1) As of today and at the time of and immediately after giving effect to the [issuance]
[amendment] [renewal] [extension] of the Letter of Credit requested herein, no Default has or
will have occurred and be continuing.




(2) Each of the representations and warranties made by any Loan Party set forth in any Loan
Document are true and correct in all material respects (except that any representation and
warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct
in all respects) on and as of today’s date and with the same effect as though made on and as of
today’s date, except to the extent such representations and warranties expressly relate to an
earlier date.




(3) No order, judgment or decree of any Governmental Authority purports to restrain any Lender
from taking any actions to be made hereunder or from making any Loans to be made by it. No
injunction or other restraining order has been issued, is pending or noticed with respect to
any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or
to recover any damages or obtain relief as a result of, the transactions contemplated by this
LC Request, the Credit Agreement or the making of Loans thereunder.




(4) After giving effect to the request herein, (A)(i) the U.S./European LC Exposure shall not
exceed the U.S./European LC Commitment, (ii) the Total Revolving Exposure shall not exceed the
lesser of (I) the Total Borrowing Base, and (II) the total Revolving Commitments, (iii) the
Total U.S./European Revolving Exposure shall not exceed the Total U.S./European Commitment,
(iv) the Total Adjusted Revolving Exposure shall not exceed the Total Adjusted Borrowing Base,
and (v) the conditions set forth in Section 4.02 of the Credit Agreement in respect of such
issuance, amendment, renewal or extension shall have been satisfied, and (B)(i) the Canadian LC
Exposure shall not exceed the Canadian LC Commitment, (ii) the Total Revolving Exposure shall
not exceed the lesser of (I) the Total Borrowing Base, and (II) the total Revolving
Commitments, (iii) the Total Canadian Revolving Exposure shall not exceed the Total Canadian
Commitment, (iv) the Total Adjusted Revolving Exposure shall not exceed the Total Adjusted
Borrowing Base, and (v) the conditions set forth in Section 4.02 of the Credit Agreement in
respect of such issuance, amendment, renewal or extension shall have been satisfied.





 




			
	18	 	Insert name and address of beneficiary.
	 
	19	 	Insert description of the obligation to which it relates in the case of Standby
Letters of Credit and a description of the commercial transaction which is being supported in
the case of Commercial Letters of Credit.
	 
	20	 	Insert last date upon which drafts may be presented which may not be later than
(i) in the case of a Standby Letter of Credit, (x) the date which is one year after the date of
the issuance of such Standby Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (y) the Letter of Credit Expiration Date
and (ii) in the case of a Commercial Letter of Credit, (x) the date that is 180 days after the
date of issuance of such Commercial Letter of Credit (or, in the case of any renewal or
extension thereof, 180 days after such renewal or extension) and (y) the Letter of Credit
Expiration Date.




EXHIBIT H-2









 










Copies of all relevant documentation with respect to the supported transaction are attached
hereto.



	 	 	 	 	 
	 	[                                        ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT H-3









 






	 	 	 	 	 



EXHIBIT I




Form of

LENDER ADDENDUM





Reference
is made to the Credit Agreement, dated as of July 6, 2007 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the
“Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto as Borrowers (such term and each other
capitalized term used but not defined herein having the meaning given to it in the Credit
Agreement), NOVELIS UK LTD., a limited liability company incorporated under the laws of England
and Wales with registered number 00279596, and NOVELIS AG, a stock corporation (AG) organized
under the laws of Switzerland, AV ALUMINUM INC., a corporation formed under the Canada Business
Corporations Act, the Subsidiary Guarantors, the Lenders, ABN AMRO BANK N.V., as U.S./European
issuing bank, as U.S. swingline lender, and as administrative agent for the Lenders, LASALLE
BUSINESS CREDIT, LLC, as funding agent and as collateral agent for the Secured Parties and the
Issuing Bank, the Syndication Agent, the Documentation Agents, ABN AMRO BANK N.V., as Canadian
administrative agent, Canadian funding agent and Canadian issuing bank and ABN AMRO INCORPORATED
and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers.



Upon execution and delivery of this Lender Addendum by the parties hereto as provided in
Section 11.15 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder
having the Commitment set forth in Schedule 1 hereto, effective as of the Closing Date.



THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.



This Lender Addendum may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



EXHIBIT I-1









 





IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed and
delivered by their proper and duly authorized officers as of this
            day of July, 2007.



	 	 	 	 	 
	 	                                                                                                              

as a Lender

[Please type legal name of Lender above]

 	 
	 	By:  	 
	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[If second signature is necessary:]

 	 
	 	By:  	 
	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT I-2









 






	 	 	 	 	 



Accepted and agreed:




NOVELIS INC.




	 	 	 	 	 
	By:

	 	 
 

Name:
	 	 
	 

	 	Title:	 	 






LASALLE BUSINESS CREDIT, LLC, as

Funding Agent




	 	 	 	 	 
	By:

	 	 
 

Name:
	 	 
	 

	 	Title:	 	 










EXHIBIT I-3









 








Schedule 1




COMMITMENTS AND NOTICE ADDRESS




	 	 	 	 	 
	1.

	 	Name of Lender:
	 	                                        
	 

	 	Notice Address:
	 	                                        
	 

	 	 	 	                                        
	 

	 	 	 	                                        
	 

	 	Attention:
	 	                                        
	 

	 	Telephone:
	 	                                        
	 

	 	Facsimile:
	 	                                        
	 
	2.

	 	Commitment:
	 	                                        






EXHIBIT I-4









 





EXHIBIT J




Form of

MORTGAGE




[See attached]








EXHIBIT J-1











 





[The aggregate maximum principal amount of indebtedness that may be secured hereby is

$[     ].]1

 





MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT AND FIXTURE FILING




BY

[                                        ],




as Mortgagor,




TO




LASALLE BUSINESS CREDIT, LLC,




as Collateral Agent,




as Mortgagee

 






Dated as of [                    ], 2007




Relating to Premises in:

[                                        ]




 




This instrument was prepared in consultation with counsel in the state in which the Mortgaged
Property is located by the attorney named below and after recording please return to:




Roshan Sonthalia, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, CA 90071






 




			
	1	 	TO BE INCLUDED ONLY IN MORTGAGE RECORDING TAX STATES.





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	AGREEMENT
	 	 	2	 
	 
	 	 	 	 
	ARTICLE I.

	 
	 	 	 	 
	DEFINITIONS AND INTERPRETATION

	SECTION 1.1. Definitions
	 	 	2	 
	SECTION 1.2. Interpretation
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II.

	 
	 	 	 	 
	GRANTS AND SECURED OBLIGATIONS

	 
	 	 	 	 
	SECTION 2.1. Grant of Mortgaged Property
	 	 	6	 
	SECTION 2.2. Assignment of Leases and Rents
	 	 	7	 
	SECTION 2.3. Secured Obligations
	 	 	7	 
	SECTION 2.4. Future Advances
	 	 	7	 
	SECTION 2.5. Secured Amount
	 	 	7	 
	SECTION 2.6. Last Dollar Secured
	 	 	8	 
	SECTION 2.7. No Release
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III.

	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF MORTGAGOR

	 
	 	 	 	 
	SECTION 3.1. Intentionally Omitted
	 	 	8	 
	SECTION 3.2. Warranty of Title
	 	 	8	 
	SECTION 3.3. Condition of Mortgaged Property
	 	 	9	 
	SECTION 3.4. Property Charges
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV.

	 
	 	 	 	 
	CERTAIN COVENANTS OF MORTGAGOR

	 
	 	 	 	 
	SECTION 4.1. Payment and Performance
	 	 	10	 
	SECTION 4.2. Title
	 	 	10	 
	SECTION 4.3. Inspection
	 	 	11	 
	SECTION 4.4. Limitation on Liens; Transfer Restrictions
	 	 	11	 
	SECTION 4.5. Insurance
	 	 	11	 






-i-









 






	 	 	 	 	 
	 	 	Page
	ARTICLE V.

	 
	 	 	 	 
	CONCERNING ASSIGNMENT OF LEASES AND RENTS

	 
	 	 	 	 
	SECTION 5.1. Present Assignment; License to the Mortgagor
	 	 	11	 
	SECTION 5.2. Collection of Rents by the Mortgagee
	 	 	12	 
	SECTION 5.3. Irrevocable Interest
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VI.

	 
	 	 	 	 
	TAXES AND CERTAIN STATUTORY LIENS

	 
	 	 	 	 
	SECTION 6.1. Payment of Property Charges
	 	 	13	 
	SECTION 6.2. Stamp and Other Taxes
	 	 	13	 
	SECTION 6.3. Certain Tax Law Changes
	 	 	13	 
	SECTION 6.4. Proceeds of Tax Claim
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VII.

	 
	 	 	 	 
	CASUALTY EVENTS AND RESTORATION

	 
	 	 	 	 
	SECTION 7.1. Casualty Event
	 	 	13	 
	SECTION 7.2. Condemnation
	 	 	14	 
	SECTION 7.3. Restoration
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VIII.

	 
	 	 	 	 
	EVENTS OF DEFAULT AND REMEDIES

	 
	 	 	 	 
	SECTION 8.1. Remedies in Case of an Event of Default
	 	 	14	 
	SECTION 8.2. Sale of Mortgaged Property if Event of Default Occurs; Proceeds of Sale
	 	 	15	 
	SECTION 8.3. Additional Remedies in Case of an Event of Default
	 	 	16	 
	SECTION 8.4. Legal Proceedings After an Event of Default
	 	 	17	 
	SECTION 8.5. Remedies Not Exclusive
	 	 	18	 
	 
	 	 	 	 
	ARTICLE IX.

	 
	 	 	 	 
	SECURITY AGREEMENT AND FIXTURE FILING
	 
	 	 	 	 
	SECTION 9.1. Security Agreement
	 	 	18	 
	SECTION 9.2. Fixture Filing
	 	 	18	 
	 
	 	 	 	 
	ARTICLE X.

	 
	 	 	 	 
	FURTHER ASSURANCES

	 
	 	 	 	 
	SECTION 10.1. Recording Documentation To Assure Security
	 	 	19	 






-ii-









 






	 	 	 	 	 
	 	 	Page
	SECTION 10.2. Further Acts
	 	 	20	 
	SECTION 10.3. Additional Security
	 	 	20	 
	 
	 	 	 	 
	ARTICLE XI.

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 11.1. Covenants To Run with the Land
	 	 	20	 
	SECTION 11.2. No Merger
	 	 	20	 
	SECTION 11.3. Concerning Mortgagee
	 	 	21	 
	SECTION 11.4. Mortgagee May Perform; Mortgagee Appointed Attorney-in-Fact
	 	 	22	 
	SECTION 11.5. Continuing Security Interest; Assignment
	 	 	22	 
	SECTION 11.6. Termination; Release
	 	 	22	 
	SECTION 11.7. Modification in Writing
	 	 	23	 
	SECTION 11.8. Notices
	 	 	23	 
	SECTION 11.9. GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
	 	 	23	 
	SECTION 11.10. Severability of Provisions
	 	 	24	 
	SECTION 11.11. Relationship
	 	 	24	 
	SECTION 11.12. No Credit for Payment of Taxes or Impositions
	 	 	24	 
	SECTION 11.13. No Claims Against the Mortgagee 
	 	 	24	 
	SECTION 11.14. Mortgagee’s Right To Sever Indebtedness
	 	 	24	 
	 
	 	 	 	 
	ARTICLE XII.

	 
	 	 	 	 
	INTERCREDITOR AGREEMENT

	 
	 	 	 	 
	SECTION 12.1. Intercreditor Agreement
	 	 	25	 
	SECTION 12.2. Credit Agreement
	 	 	26	 
	 
	 	 	 	 
	ARTICLE XIII.

	 
	 	 	 	 
	LEASES

	 
	 	 	 	 
	SECTION 13.1. Mortgagor’s Affirmative Covenants with Respect to Leases
	 	 	26	 
	SECTION 13.2. Mortgagor’s Negative Covenants with Respect to Leases
	 	 	27	 
	 
	 	 	 	 
	ARTICLE XIV.

	 
	 	 	 	 
	LOCAL LAW PROVISIONS

	 
	 	 	 	 
	SIGNATURE
	 	 	 	 
	 
	 	 	 	 
	ACKNOWLEDGMENTS
	 	 	 	 
	 
	 	 	 	 
	SCHEDULE A            Legal Description
	 	 	 	 







-iii-











 




MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY

AGREEMENT AND FIXTURE FILING


          This
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this
“Mortgage”), dated as of [                  
  ,               
      ], is made by [      
                 
                 ], a [                                        ], having an office at 6060 Parkland
Boulevard, Cleveland, Ohio 44124, as mortgagor, assignor and debtor (in such capacities and
together with any successors in such capacities, the “Mortgagor”), in favor of LASALLE BUSINESS
CREDIT, LLC, having an address at 135 South LaSalle Street, Suite 425, Chicago, Illinois 60603, in
its capacity as collateral agent for Secured Parties (as hereinafter defined) and the Issuing Bank
(as hereinafter defined), as mortgagee, assignee and secured party (in such capacities and together
with any successors in such capacities, the “Mortgagee”).


R E C I T A L S:


          A. Pursuant to that certain Credit Agreement, dated as of July 6, 2007 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”;
which term shall also include and refer to any increase in the amount of indebtedness under the
Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank
facility, securities offering or otherwise) or one or more successor or replacement facilities
whether or not with a different group of agents or lenders (whether under a bank facility,
securities offering or otherwise) and whether or not with different obligors upon the
Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement),
among Novelis Inc. (the “Canadian Borrower”), Novelis Corporation and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto as borrowers (collectively, the “U.S.
Borrowers”), Novelis UK Ltd (the “U.K. Borrower”), Novelis AG (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers and the U.K.
Borrowers, the “Borrowers”), AV Aluminum Inc., and the Subsidiary Guarantors (such term and
each other capitalized term used and not defined herein having the meaning given to it in
Article I of the Credit Agreement), the Lenders, ABN Amro N.V., as U.S./European issuing
bank, ABN Amro Bank N.V., acting through its Canadian branch, as Canadian issuing bank, ABN Amro
Bank N.V., as swingline lender, ABN Amro Bank N.V., as administrative agent for the Lenders,
LaSalle Business Credit, LLC, as collateral agent for the Secured Parties and the Issuing Bank, UBS
Securities LLC, as syndication agent, Bank of America, N.A., National City Business Credit, Inc.
and CIT Business Credit Canada Inc., as documentation agents, ABN Amro Bank N.V., acting through
its Canadian branch, as Canadian funding agent, ABN Amro Bank N.V., acting through its Canadian
branch, as Canadian administrative agent, and ABN Amro Incorporated and UBS Securities LLC, as
joint lead arrangers and joint bookrunners, the Lenders have agreed to make to or for the account
of the Borrowers certain Revolving Loans, Swingline Loans and issue certain Letters of Credit.



          B. The Mortgagor will receive substantial benefits from the execution, delivery and
performance of the Loan Documents and is, therefore, willing to enter into this Mortgage.



          C. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit
Agreement (ii) the obligations of the Issuing Bank to issue Letters of Credit and



 








 




(iii) the performance of the obligations of the Secured Parties under the Loan Documents and
Treasury Services Agreements, if any, that the Mortgagor execute and deliver the applicable Loan
Documents, including this Mortgage.


          D. This Mortgage is given by the Mortgagor in favor of the Mortgagee for its benefit and the
benefit of the other Secured Parties to secure the payment and performance of all of the Secured
Obligations (as defined in the Credit Agreement) owing by Mortgagor pursuant to the Loan Documents
(collectively, the “Secured Obligations”).



A
G
R
E
E
M
E
N
T:



          NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor hereby
covenants and agrees with the Mortgagee as follows:



ARTICLE I.



DEFINITIONS AND INTERPRETATION


          SECTION
1.1. Definitions, (a) Capitalized terms used but not otherwise defined
herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit
Agreement, including the following:




     “Administrative Agent”; “Affiliate”; “Agents”;
“Casualty Event”; “Collateral Agent”; “Commitment”;
“Event of Default”; “Governmental Authority”; “Letter of
Credit”; “Lenders”; “Lien”; “Loan Documents”; “Loan
Parties”; “Loans”; ‘‘Net Cash Proceeds”; “Notes”;
“Permitted Liens”; “person”; “Requirements of Law”;
“Secured Parties”; “Security Agreement”; “Security
Documents”; “Subsidiary Guarantor”; and “Treasury Services
Agreements.”


          (b) The following terms in this Mortgage shall have the following meanings:



          “Allocated Indebtedness” shall have the meaning assigned to such term in
Section 11.14(i) hereof.



          “Allocation Notice” shall have the meaning assigned to such term in
Section 11.14(i) hereof.



          “Collateral” shall have the meaning assigned to such term in Section 11.14(i)
hereof.



          “Contracts” shall mean, collectively, any and all right, title and interest of the
Mortgagor in and to any and all contracts and other general intangibles relating to the Mortgaged
Property and all reserves, deferred payments, deposits, refunds and claims of every kind, nature or
character relating thereto.



-2-








 





          “Credit Agreement” shall have the meaning assigned to such term in Recital A
hereof.




          “Default Rate” shall mean the rate of interest payable during a default pursuant to
the provisions of Section 2.06(f) of the Credit Agreement.




          “Fixtures” shall mean all machinery, apparatus, equipment, fittings, fixtures,
improvements and articles of personal property of every kind, description and nature whatsoever now
or hereafter attached or affixed to the Land or any other Improvement used in connection with the
use and enjoyment of the Land or any other Improvement or the maintenance or preservation thereof,
which by the nature of their location thereon or attachment thereto are real property or fixtures
under the UCC or any other applicable law including, without limitation, all HVAC equipment,
boilers, electronic data processing, telecommunications or computer equipment, refrigeration,
electronic monitoring, power, waste removal, elevators, maintenance or other systems or equipment,
utility systems, fire sprinkler and security systems, drainage facilities, lighting facilities, all
water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone and other utility
equipment and facilities, pipes, fittings and other items of every kind and description now or
hereafter attached to or located on the Land.




          “Improvements” shall mean all buildings, structures and other improvements of every
kind or description and any and all alterations now or hereafter located, attached or erected on
the Land, including, without limitation, (i) all attachments, railroad tracks, foundations,
sidewalks, drives, roads, curbs, streets, ways, alleys, passages, passageways, sewer rights,
parking areas, driveways, fences and walls and (ii) all materials now or hereafter located on the
Land intended for the construction, reconstruction, repair, replacement, alteration, addition or
improvement of or to such buildings, structures and improvements, all of which materials shall be
deemed to be part of the Improvements immediately upon delivery thereof on the Land and to be part
of the Improvements immediately upon their incorporation therein.




          “Insurance Policies” means the insurance policies and coverages required to be
maintained by the Mortgagor with respect to the Mortgaged Property pursuant to the Credit
Agreement.




          “Land” shall mean the land described in Schedule A annexed to this Mortgage,
together with all of the Mortgagor’s reversionary rights in and to any and all easements,
rights-of-way, strips and gores of land, waters, water courses, water rights, mineral, gas and oil
rights and all power, air, light and other rights, estates, titles, interests, privileges,
liberties, servitudes, licenses, tenements, hereditaments and appurtenances whatsoever, in any way
belonging, relating or appertaining thereto, or any part thereof, or which hereafter shall in any
way belong, relate or be appurtenant thereto and together with any greater or additional estate
therein as may be acquired by Mortgagor.




          “Landlord” shall mean any landlord, lessor, franchisor, licensor or grantor, as
applicable.




          “Leases” shall mean, collectively, any and all interests of the Mortgagor, as
Landlord, in all leases and subleases of space, tenancies, franchise agreements, licenses,




-3-









 




occupancy or concession agreements now existing or hereafter entered into, whether or not of
record, relating in any manner to the Premises and any and all amendments, modifications,
supplements, replacements, extensions and renewals of any thereof, whether now in effect or
hereafter coming into effect.




          “Mortgage” shall have the meaning assigned to such term in the Preamble
hereof.




          “Mortgaged Property” shall have the meaning assigned to such term in
Section 2.1 hereof.




          “Mortgagee” shall have the meaning assigned to such term in the Preamble hereof.




          “Mortgagor” shall have the meaning assigned to such term in the Preamble hereof.




          “Mortgagor’s Interest” shall have the meaning assigned to such term in Section
2.2 hereof.




          “Permit” shall mean any and all permits, certificates, approvals, authorizations,
consents, licenses, variances, franchises or other instruments, however characterized, of any
Governmental Authority (or any person acting on behalf of a Governmental Authority) now or
hereafter acquired or held, together with all amendments, modifications, extensions, renewals and
replacements of any thereof issued or in any way furnished in connection with the Mortgaged
Property including, without limitation, building permits, certificates of occupancy, environmental
certificates, industrial permits or licenses and certificates of operation.




          “Premises” shall mean, collectively, the Land, the Fixtures and the
Improvements.




          “Proceeds” shall mean, collectively, any and all cash proceeds and noncash proceeds
and shall include all (i) proceeds of the conversion, voluntary or involuntary, of any of the
Mortgaged Property or any portion thereof into cash or liquidated claims, (ii) proceeds of any
insurance, indemnity, warranty, guaranty or claim payable to the Mortgagee or to the Mortgagor from
time to time with respect to any of the Mortgaged Property, (iii) payments (in any form whatsoever)
made or due and payable to the Mortgagor from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any portion of the Mortgaged Property
by any Governmental Authority (or any person acting on behalf of a Governmental Authority), (iv)
products of the Mortgaged Property and (v) other amounts from time to time paid or payable under or
in connection with any of the Mortgaged Property including, without limitation, refunds of real
estate taxes and assessments, including interest thereon.




          “Property Charges” shall mean any and all real estate, property and other taxes,
assessments and special assessments, levies, fees, all water and sewer rents and charges and all
other governmental charges imposed upon or assessed against, and all claims (including, without
limitation, claims for landlords’, carriers’, mechanics’, workmens’, repairmens’, laborers’,
materialmens’, suppliers’ and warehousemens’ Liens and other claims arising by operation of law),
judgments or demands against, all or any portion of the Mortgaged Property or other




-4-









 







amounts of any nature which, if unpaid, might result in or permit the creation of, a Lien on the
Mortgaged Property or which might result in foreclosure of all or any portion of the Mortgaged
Property.




          “Property Material Adverse Effect” shall mean, as of any date of determination and
whether individually or in the aggregate, any event, circumstance, occurrence or condition which
has caused or resulted in (or would reasonably be expected to cause or result in) a material
adverse effect on (a) the business or operations of the Mortgagor as presently conducted at the
Mortgaged Property; (b) the value or utility of the Mortgaged Property; or (c) the legality,
priority or enforceability of the Lien created by this Mortgage or the rights and remedies of the
Mortgagee hereunder.




          “Prudent Operator” shall mean a prudent operator of property similar in use and
configuration to the Premises and located in the locality where the Premises are located.




          “Records” shall mean, collectively, any and all right, title and interest of the
Mortgagor in and to any and all drawings, plans, specifications, file materials, operating and
maintenance records, catalogues, tenant lists, correspondence, advertising materials, operating
manuals, warranties, guarantees, appraisals, studies and data relating to the Mortgaged Property or
the construction of any alteration relating to the Premises or the maintenance of any Permit.




          “Rents” shall mean, collectively, any and all rents, additional rents, royalties,
cash, guaranties, letters of credit, bonds, sureties or securities deposited under any Lease to
secure performance of the Tenant’s obligations thereunder, revenues, earnings, profits and income,
advance rental payments, payments incident to assignment, sublease or surrender of a Lease, claims
for forfeited deposits and claims for damages, now due or hereafter to become due, with respect to
any Lease, any indemnification against, or reimbursement for, sums paid and costs and expenses
incurred by the Mortgagor under any Lease or otherwise, and any award in the event of the
bankruptcy of any Tenant under or guarantor of a Lease.




          “Secured Obligations” shall have the meaning assigned to such term in Recital D
hereof.




          “Tenant” shall mean any tenant, lessee, sublessee, franchisee, licensee, grantee or
obligee, as applicable.




          “UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the
state in which the Premises are located; provided,
however, that if the creation,
perfection or enforcement of any security interest herein granted is governed by the laws of any
other state as to the matter in question, “UCC” shall mean the Uniform Commercial Code in effect
in such state.




          SECTION 1.2. Interpretation. The rules of construction set forth in Section
1.03 of the Credit Agreement shall be applicable to this Mortgage mutatis mutandis.





-5-









 





ARTICLE II.




GRANTS AND SECURED OBLIGATIONS




          SECTION 2.1. Grant of Mortgaged Property. The Mortgagor hereby grants, mortgages,
bargains, sells, assigns, transfers and conveys to the Mortgagee, its successors and assigns, and
hereby grants to the Mortgagee, a security interest in and upon, all of the Mortgagor’s estate,
right, title and interest in, to and under the following property, whether now owned or held or
hereafter acquired from time to time (collectively, the “Mortgaged Property”):





	 	(i)	 	Land;
	 
	 	(ii)	 	Improvements;
	 
	 	(iii)	 	Fixtures;
	 
	 	(iv)	 	Leases;
	 
	 	(v)	 	Rents;
	 
	 	(vi)	 	Permits;
	 
	 	(vii)	 	Contracts;
	 
	 	(viii)	 	Records; and
	 
	 	(ix)	 	Proceeds;





          Notwithstanding the foregoing provisions of this Section 2.1, Mortgaged Property shall
not include a grant of any of the Mortgagor’s right, title or interest in any Contract or Permit
(x) that validly prohibits the creation by the Mortgagor of a security interest therein and (y) to
the extent, but only to the extent that, any Requirement of Law applicable thereto prohibits the
creation of a security interest therein; provided, however, that the right to
receive any payment of money or any other right referred to in Sections 9-406(d), 9-407(a) or
9-408(a) of the UCC to the extent that such Sections are effective to limit the prohibitions
described in clauses (x) and (y) of this Section 2.1 shall constitute Mortgaged Property hereunder
and; provided, further, that at such time as any Contract or Permit described in
clauses (x) and (y) of this Section 2.1 is no longer subject to such prohibition, such applicable
Contract or Permit shall (without any act or delivery by any person) constitute Mortgaged Property
hereunder.



          TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and
interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in and to the
Mortgaged Property and all rights and appurtenances relating thereto, unto the Mortgagee, its
successors and assigns, for the purpose of securing the payment and performance in full of all the
Secured Obligations.



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          SECTION 2.2. Assignment of Leases and Rents. As additional security for the
payment and performance in full of the Secured Obligations and subject to the provisions of
Article V hereof, the Mortgagor absolutely, presently, unconditionally and irrevocably
assigns, transfers and sets over to the Mortgagee, and grants to the Mortgagee, all of the
Mortgagor’s estate, right, title, interest, claim and demand, as Landlord, under any and all of the
Leases including, without limitation, the following (such assigned rights, the “Mortgagor’s
Interest”):





     (i) the immediate and continuing right to receive and collect Rents payable by the
Tenants pursuant to the Leases;




     (ii) all claims, rights, powers, privileges and remedies of the Mortgagor, whether
provided for in the Leases or arising by statute or at law or in equity or otherwise,
consequent on any failure on the part of the Tenants to perform or comply with any term of
the Leases;




     (iii) all rights to take all actions upon the happening of a default under the
Leases as shall be permitted by the Leases or by law including, without limitation, the
commencement, conduct and consummation of proceedings at law or in equity; and




     (iv) the full power and authority, in the name of the Mortgagor or otherwise, to
enforce, collect, receive and receipt for any and all of the foregoing and to take all other
actions whatsoever which the Mortgagor, as Landlord, is or may be entitled to take under the
Leases.



          SECTION 2.3. Secured Obligations. This Mortgage secures, and the Mortgaged
Property is collateral security for, the payment and performance in full when due of the Secured
Obligations.




          SECTION 2.4. Future Advances. This Mortgage shall secure all Secured Obligations
including, without limitation, future advances whenever hereafter made with respect to or under the
Credit Agreement or the other Loan Documents and shall secure not only Secured Obligations with
respect to presently existing indebtedness under the Credit Agreement or the other Loan Documents,
but also any and all other indebtedness which may hereafter be owing by the Mortgagor to the
Secured Parties under the Credit Agreement or the other Loan Documents, however incurred, whether
interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized,
including future advances and re-advances, pursuant to the Credit Agreement or the other Loan
Documents, whether such advances are obligatory or to be made at the option of the Secured Parties,
or otherwise, and any extensions, refinancings, modifications or renewals of all such Secured
Obligations whether or not Mortgagor executes any extension agreement
or renewal instrument and, in
each case, to the same extent as if such future advances were made on the date of the execution of
this Mortgage.




          SECTION 2.5. Secured Amount. The maximum aggregate amount of all indebtedness that
is, or under any contingency may be secured at the date hereof or at any time




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hereafter by this Mortgage is $[                    ]2 (the “Secured Amount”), plus, to the extent
permitted by applicable law, collection costs, sums advanced for the payment of taxes, assessments,
maintenance and repair charges, insurance premiums and any other costs incurred to protect the
security encumbered hereby or the lien hereof, expenses incurred by the Mortgagee by reason of any
default by the Mortgagor under the terms hereof, together with interest thereon, all of which
amount shall be secured hereby.




          SECTION 2.6. Last Dollar Secured. So long as the aggregate amount of the Secured
Obligations exceeds the Secured Amount, any payments and repayments of the Secured Obligations
shall not be deemed to be applied against or to reduce the Secured Amount.




          SECTION 2.7. No Release. Nothing set forth in this Mortgage shall relieve the
Mortgagor from the performance of any term, covenant, condition or agreement on the Mortgagor’s
part to be performed or observed under or in respect of any of the Mortgaged Property or from any
liability to any person under or in respect of any of the Mortgaged Property or shall impose any
obligation on the Mortgagee or any other Secured Party to perform or observe any such term,
covenant, condition or agreement on the Mortgagor’s part to be so performed or observed or shall
impose any liability on the Mortgagee or any other Secured Party for any act or omission on the
part of the Mortgagor relating thereto or for any breach of any representation or warranty on the
part of the Mortgagor contained in this Mortgage or any other Loan Document, or under or in respect
of the Mortgaged Property or made in connection herewith or therewith. The obligations of the
Mortgagor contained in this Section 2.7 shall survive the termination hereof and the
discharge of the Mortgagor’s other obligations under this Mortgage and the other Loan Documents.




ARTICLE III.




REPRESENTATIONS AND WARRANTIES OF MORTGAGOR




          SECTION 3.1. Intentionally Omitted.




          SECTION 3.2. Warranty of Title. The Mortgagor represents and warrants that:





     (i) it has good title to the interest it purports to own or hold in and to all
rights and appurtenances to or that constitute a portion of the Mortgaged Property;





 




			
	2	 	THE LOAN AMOUNT IS $800,000,000; IF STATE ALLOWS FOR MORTGAGES TO BE FOR MORE THAN THE
LOAN AMOUNT IN CASE THE CREDIT AGREEMENT IS AMENDED, USE $975,000,000; IF STATE HAS MORTGAGE
TAX, USE THE AGREED UPON VALUE OF THE PROPERTY.




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     (ii) it has good and marketable fee simple title to the Premises and the Landlord’s
interest and estate under or in respect of the Leases and good title to the interest it
purports to own or hold in and to each of the Permits, the Contracts and the Records, in
each case subject to no Liens, except for (x) as of the date hereof, Permitted Liens and
Liens in favor of the Mortgagee pursuant to the Security Documents and (y) hereafter,
Permitted Liens; and;




     (iii) upon recordation in the official records in the county (or other applicable
jurisdiction) in which the Premises are located this Mortgage will create and constitute a
valid and enforceable first priority Lien on the Mortgaged Property in favor of the
Mortgagee for the benefit of the Secured Parties, and, to the extent any of the Mortgaged
Property shall consist of Fixtures, a first priority security interest in the Fixtures,
which first priority Lien and first priority security interest are, as of the date hereof
and hereafter, subject only to Permitted Liens.



          SECTION 3.3. Condition of Mortgaged Property. The Mortgagor represents and
warrants that:





     (i) the Premises and the present and contemplated use and occupancy thereof comply
with all applicable zoning ordinances, building codes, land use and subdivision laws,
setback or other development and use requirements of Governmental Authorities and with all
private restrictions and agreements affecting the Mortgaged Property whether or not
recorded, except where the failure so to comply could not result in a Property Material
Adverse Effect;




     (ii) as of the date hereof, Mortgagor has neither received any notice of nor has
any knowledge of any disputes regarding boundary lines, location, encroachments or
possession of any portions of the Mortgaged Property and has no knowledge of any state of
facts that may exist which could give rise to any such claims;




     (iii) no portion of the Premises is located in an area identified by the Federal
Emergency Management Agency or any successor thereto as an area having special flood hazards
pursuant to the Flood Insurance Acts promulgated by the Federal Emergency Management Agency
or any successor thereto or, if any portion of the Premises is located within such area as
evidenced by the Federal Emergency Management Agency Standard Flood Hazard Determination
provided to the Mortgagee by the Mortgagor pursuant to Section 4.01(o)(ix) of the
Credit Agreement, the Mortgagor has obtained the flood insurance prescribed in Section
5.04(c) of the Credit Agreement hereof;




     (iv) the Premises are assessed for real estate tax purposes as one or more wholly
independent tax lot or lots, separate from any adjoining land or improvements not
constituting a portion of such lot or lots, and no other land or improvement is assessed and
taxed together with the Premises or any portion thereof; and




     (v) there are no options or rights of first refusal to purchase or acquire all or
any portion of the Mortgaged Property.



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          SECTION 3.4. Property Charges. The Mortgagor represents and warrants that all
Property Charges imposed upon or assessed against the Mortgaged Property have been paid and
discharged except to the extent such Property Charges constitute, as of the date hereof and
hereafter, a Permitted Lien.




ARTICLE IV.




CERTAIN COVENANTS OF MORTGAGOR




          SECTION 4.1. Payment and Performance. The Mortgagor shall pay and perform the
Secured Obligations in full as and when the same shall become due under the Loan Documents and when
they are required to be performed thereunder.




          SECTION 4.2. Title. The Mortgagor shall





     (i) (A) keep in effect all rights and appurtenances to or that constitute a part of
the Mortgaged Property except where the failure to keep in effect the same could not result
in a Property Material Adverse Effect and (B) protect, preserve and defend its interest in
the Mortgaged Property and title thereto;




     (ii) (A) comply with each of the terms, conditions and provisions of any obligation
of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which
may result in the imposition of a Lien on the Mortgaged Property, subject to Permitted
Liens, (B) forever warrant and defend to the Mortgagee the Lien and security interests
created and evidenced hereby and the validity and priority hereof in any action or
proceeding against the claims of any and all persons whomsoever affecting or purporting to
affect the Mortgaged Property or any of the rights of the Mortgagee hereunder and (C)
maintain this Mortgage as a valid and enforceable first priority Lien on the Mortgaged
Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first
priority security interest in the Mortgaged Property, which first priority Lien and security
interest shall be subject only to Permitted Liens; and




     (iii) promptly upon obtaining knowledge of the pendency of any proceedings for the
eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title
or otherwise questioning the Mortgagor’s right, title and interest in, to and under the
Mortgaged Property as warranted in this Mortgage, or of any condition that could give rise to
any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such
proceedings and the Mortgagor will deliver or cause to be delivered to the Mortgagee all
instruments requested by the Mortgagee to permit such participation. In any such proceedings,
the Mortgagee may be represented by counsel satisfactory to the Mortgagee at the reasonable
expense of the Mortgagor. If, upon the resolution of such proceedings, the Mortgagor shall
suffer a loss of the Mortgaged Property or any part thereof or interest therein and title
insurance proceeds shall be payable in connection therewith, such proceeds are hereby
assigned to and shall be paid to the Mortgagee to be applied as Net Cash Proceeds to the
payment of the Secured



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Obligations or otherwise in accordance with the provisions of Section 2.10 of the
Credit Agreement.




     (iv) not initiate, join in or consent to any change in the zoning or any other
permitted use classification of the Premises which would have a Property Material Adverse
Effect without the prior written consent of the Mortgagee.



          SECTION 4.3. Inspection. Mortgagor shall permit Mortgagee, and its agents,
representatives and employees, upon reasonable prior notice to Mortgagor, to inspect the Mortgaged
Property and all books and records located thereon provided, that such inspections shall
not materially interfere with the use and operation of the Mortgaged Property.




          SECTION
4.4. Limitation on Liens; Transfer Restrictions.




          (i) Except for the Permitted Liens and the Lien of this Mortgage, the Mortgagor may not,
without the prior written consent of the Mortgagee, permit to exist or grant any Lien on all or any
part of the Mortgaged Property or suffer or allow any of the foregoing to occur by operation of law
or otherwise.



          (ii) Except to the extent permitted by the Credit Agreement, the Mortgagor may not,
without the prior written consent of the Mortgagee, sell, convey, assign, lease or otherwise
transfer all or any part of the Mortgaged Property.



          SECTION 4.5. Insurance. The Mortgagor shall obtain and keep in full force and
effect the Insurance Policies required by the Credit Agreement pursuant to the terms thereof.




ARTICLE V.




CONCERNING ASSIGNMENT OF LEASES AND RENTS




          SECTION 5.1. Present Assignment; License to the Mortgagor.




          (i) Section 2.2 of this Mortgage constitutes a present, absolute, effective,
irrevocable and complete assignment by Mortgagor to Mortgagee of the Leases and Rents and the
right, subject to applicable law, to collect all sums payable to Mortgagor thereunder and apply the
same as Mortgagee may, in its sole discretion, determine to be appropriate to protect the security
afforded by this Mortgage (including the payment of reasonable costs and expenses in connection
with the maintenance, operation, improvement, insurance, taxes and upkeep of the Mortgaged
Property), which is not conditioned upon Mortgagee being in possession of the Premises. This
assignment is an absolute assignment and not an assignment for additional security only. The
Mortgagee hereby grants to the Mortgagor, however, a license to collect and apply the Rents and to
enforce the obligations of Tenants under the Leases. Immediately upon the occurrence of and during
the continuance of any Event of Default, whether or not legal proceedings have commenced and
without regard to waste, adequacy of security for the Secured Obligations or solvency of Mortgagor,
the license granted in the immediately preceding sentence shall automatically cease and terminate
without any notice by Mortgagee (such notice being




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hereby expressly waived by Mortgagor to the extent permitted by applicable law), or any action or
proceeding or the intervention of a receiver appointed by a court.




          (ii) Mortgagor acknowledges that Mortgagee has taken all reasonable actions necessary to
obtain, and that upon recordation of this Mortgage, Mortgagee shall have, to the extent permitted
under applicable law, a valid and fully perfected, first priority, present assignment of the Rents
arising out of the Leases and all security for such Leases subject to the Permitted Liens and in
the case of security deposits, rights of depositors and Requirements of Law. Mortgagor acknowledges
and agrees that upon recordation of this Mortgage, Mortgagee’s interest in the Rents shall be
deemed to be fully perfected, “choate” and enforced as to Mortgagor and all third parties,
including, without limitation, any subsequently appointed trustee in any case under Title II of the
United States Code (the “Bankruptcy Code”), without the necessity of commencing a
foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the
appointment of a receiver or taking any other affirmative action.



          (iii) Without limitation of the absolute nature of the assignment of the Rents hereunder,
Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for
purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this
Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy
and to all amounts paid as Rents, and (c) such security interest shall extend to all Rents acquired
by the estate after the commencement of any case in bankruptcy.



          SECTION 5.2. Collection of Rents by the Mortgagee.




          (i) Any Rents receivable by the Mortgagee hereunder, after payment of all proper costs and
expenses as Mortgagee may, in its sole discretion, determine to be appropriate (including the
payment of reasonable costs and expenses in connection with the maintenance, operation,
improvement, insurance, taxes and upkeep of the Mortgaged Property), shall be applied in accordance
with the provisions of Section 8.03 of the Credit Agreement. The Mortgagee shall be
accountable to the Mortgagor only for Rents actually received by the Mortgagee. The collection of
such Rents and the application thereof shall not cure or waive any Event of Default or waive,
modify or affect notice of any Event of Default or invalidate any act done pursuant to such notice.



          (ii) The Mortgagor hereby irrevocably authorizes and directs Tenant under each Lease to
rely upon and comply with any and all notices or demands from the Mortgagee for payment of Rents to
the Mortgagee and the Mortgagor shall have no claim against Tenant for Rents paid by Tenant to the
Mortgagee pursuant to such notice or demand.



          SECTION 5.3. Irrevocable Interest. All rights, powers and privileges of the
Mortgagee herein set forth are coupled with an interest and are irrevocable, subject to the terms
and conditions hereof, and the Mortgagor shall not take any action under the Leases or otherwise
which is inconsistent with this Mortgage or any of the terms hereof and any such action
inconsistent herewith or therewith shall be void.





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ARTICLE VI.




TAXES AND CERTAIN STATUTORY LIENS




          SECTION 6.1. Payment of Property Charges. Unless and to the extent contested by
the Mortgagor in accordance with the provisions of the Credit Agreement, the Mortgagor shall pay
and discharge, or cause to be paid and discharged, from time to time prior to same becoming
delinquent, all Property Charges. The Mortgagor shall, upon the Mortgagee’s request, deliver to the
Mortgagee receipts evidencing the payment of all such Property Charges.




          SECTION 6.2. Stamp and Other Taxes. The Mortgagor shall pay any United States
documentary stamp taxes, with interest and fines and penalties, and any mortgage recording taxes,
with interest and fines and penalties, that may hereafter be levied, imposed or assessed under or
upon this Mortgage or the Secured Obligations or any instrument or transaction affecting or
relating to the same and in default thereof, the Mortgagee may advance the same and the amount so
advanced shall be payable by the Mortgagor to the Mortgagee in accordance with the provisions of
Section 2.15(c) of the Credit Agreement.




          SECTION 6.3. Certain Tax Law Changes. In the event of the passage after the date
hereof of any law deducting from the value of real property, for the purpose of taxation, amounts
in respect of any Lien thereon or changing in any way the laws for the taxation of mortgages or
debts secured by mortgages for state or local purposes or the manner of the collection of any
taxes, and imposing any taxes, either directly or indirectly, on this Mortgage or any other Loan
Document which are payable by or assessed on the Mortgagee, the Mortgagor shall promptly pay to the
Mortgagee or the appropriate tax authority such amount or amounts as may be necessary from time to
time to pay any such taxes, assessments or other charges resulting therefrom; provided,
that if any such payment or reimbursement to the Mortgagee shall be unlawful or taxable, or would
constitute usury or render the indebtedness wholly or partially usurious under applicable law, the
Mortgagor shall pay or reimburse Mortgagee for payment of the lawful and non-usurious portion
thereof.




          SECTION 6.4. Proceeds of Tax Claim. In the event that the proceeds of any tax
claim are paid after the Mortgagee has exercised its right to foreclose the Lien hereof, such
proceeds shall be paid to the Mortgagee to satisfy any deficiency remaining after such foreclosure.
The Mortgagee shall retain its interest in the proceeds of any tax claim during any redemption
period. The amount of any such proceeds in excess of any deficiency claim of the Mortgagee shall in
a reasonably prompt manner be released to the Mortgagor.




ARTICLE VII.




CASUALTY EVENTS AND RESTORATION




          SECTION
7.1. Casualty Event. If there shall occur any Casualty Event (or, in the
case of any condemnation, taking or other proceeding in the nature thereof, upon the occurrence
thereof or notice of the commencement of any proceedings therefor), the Mortgagor





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shall promptly send to the Mortgagee a written notice setting forth the nature and extent thereof.
The proceeds payable in respect of any such Casualty Event are hereby assigned and shall be paid to
the Mortgagee. The Net Cash Proceeds of each Casualty Event shall be applied, allocated and
distributed in accordance with the provisions of Section 2.10 of the Credit Agreement.




          SECTION 7.2. Condemnation. In the case of any taking, condemnation or other
proceeding in the nature thereof, the Mortgagee may, at its option, participate in any proceedings
or negotiations which might result in any taking or condemnation and the Mortgagor shall deliver or
cause to be delivered to the Mortgagee all instruments reasonably requested by it to permit such
participation. The Mortgagee may be represented by counsel satisfactory to it at the reasonable
expense of the Mortgagor in connection with any such participation. The Mortgagor shall pay all
reasonable fees, costs and expenses incurred by the Mortgagee in connection therewith and in
seeking and obtaining any award or payment on account thereof. The Mortgagor shall take all steps
necessary to notify the condemning authority of such participation.




          SECTION 7.3. Restoration. In the event the Mortgagor is permitted or required to
perform any repairs or restoration to the Premises in accordance with the provisions of Section
2.10(f) of the Credit Agreement, the Mortgagor shall complete such repairs or restoration in
accordance with provisions thereof.




ARTICLE VIII.




EVENTS OF DEFAULT AND REMEDIES




          SECTION 8.1. Remedies in Case of an Event of Default. If any Event of Default
shall have occurred and be continuing, the Mortgagee may at its option, in addition to any other
action permitted under this Mortgage or the Credit Agreement or by law, statute or in equity, take
one or more of the following actions to the greatest extent permitted by local law:





     (i) personally, or by its agents or attorneys, (A) enter into and upon and take
possession of all or any part of the Premises together with the books, records and accounts
of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly
therefrom, (B) use, operate, manage and control the Premises and conduct the business
thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs,
renewals and replacements and such useful alterations thereto and thereon as the Mortgagee
may deem advisable, (E) manage, lease and operate the Premises and carry on the business
thereof and exercise all rights and powers of the Mortgagor with respect thereto either in
the name of the Mortgagor or otherwise or (F) collect and receive all Rents. The Mortgagee
shall be under no liability for or by reason of any such taking of possession, entry,
removal or holding, operation or management except that any amounts so received by the
Mortgagee shall be applied in accordance with the provisions of Section 8.03 of the
Credit Agreement.



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     (ii) with or without entry, personally or by its agents or attorneys (A) sell the
Mortgaged Property and all estate, right, title and interest, claim and demand therein at
one or more sales in one or more parcels, in accordance with the provisions of Section
8.2 hereof or (B) institute and prosecute proceedings for the complete or partial
foreclosure of the Lien and security interests created and evidenced hereby; or




     (iii) take such steps to protect and enforce its rights whether by action, suit or
proceeding at law or in equity for the specific performance of any covenant, condition or
agreement in the Credit Agreement and the other Loan Documents, or in aid of the execution
of any power granted in this Mortgage, or for any foreclosure hereunder, or for the
enforcement of any other appropriate legal or equitable remedy or otherwise as the
Mortgagee shall elect.



          SECTION 8.2. Sale of Mortgaged Property if Event of Default Occurs; Proceeds of
Sale.




          (i) If any Event of Default shall have occurred and be continuing, the Mortgagee may
institute an action to foreclose this Mortgage or take such other action as may be permitted and
available to the Mortgagee at law or in equity for the enforcement of the Credit Agreement and
realization on the Mortgaged Property and proceeds thereon through power of sale (if then available
under applicable law) or to final judgment and execution thereof for the Secured Obligations, and
in furtherance thereof the Mortgagee may sell the Mortgaged Property at one or more sales, as an
entirety or in parcels, at such time and place, upon such terms and after such notice thereof as
may be required or permitted by law or statute or in equity. The Mortgagee may execute and deliver
to the purchaser at such sale a conveyance of the Mortgaged Property in fee simple and an assignment
or conveyance of all the Mortgagor’s Interest in the Leases and the Mortgaged Property, each of
which conveyances and assignments shall contain recitals as to the Event of Default upon which the
execution of the power of sale herein granted depends, and the Mortgagor hereby constitutes and
appoints the Mortgagee the true and lawful attorney(s) in fact of the Mortgagor to make any such
recitals, sale, assignment and conveyance, and all of the acts of the Mortgagee as such attorney in
fact are hereby ratified and confirmed. The Mortgagor agrees that such recitals shall be binding
and conclusive upon the Mortgagor and that any assignment or conveyance to be made by the Mortgagee
shall divest the Mortgagor of all right, title, interest, equity and right of redemption, including
any statutory redemption, in and to the Mortgaged Property. The power and agency hereby granted are
coupled with an interest and are irrevocable by death or dissolution, or otherwise, and are in
addition to any and all other remedies which the Mortgagee may have hereunder, at law or in equity.
So long as the Secured Obligations, or any part thereof, remain unpaid, the Mortgagor agrees that
possession of the Mortgaged Property by the Mortgagor, or any person claiming under the Mortgagor,
shall be as tenant, and, in case of a sale under power or upon foreclosure as provided in this
Mortgage, the Mortgagor and any person in possession under the Mortgagor, as to whose interest such
sale was not made subject, shall, at the option of the purchaser at such sale, then become and be
tenants holding over, and shall forthwith deliver possession to such purchaser, or be summarily
dispossessed in accordance with the laws applicable to tenants holding over. In case of any sale
under this Mortgage by virtue of the exercise of the powers herein granted, or pursuant to any
order in any judicial proceeding or otherwise, the Mortgaged Property may be sold as an entirety or
in separate parcels in such manner or order as the Mortgagee in its sole discretion may elect.



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One or more exercises of powers herein granted shall not extinguish or exhaust such powers, until
the entire Mortgaged Property is sold or all amounts secured hereby are paid in full.




          (ii) The proceeds of any sale made under or by virtue of this Article VIII,
together with any other sums which then may be held by the Mortgagee under this Mortgage, whether
under the provisions of this Article VIII or otherwise, shall be applied in accordance with
the provisions of Section 8.03 of the Credit Agreement.



          (iii) The Mortgagee (on behalf of any Secured Party or on its own behalf) or any Lender or
any of their respective Affiliates may bid for and acquire the Mortgaged Property or any part
thereof at any sale made under or by virtue of this Article VIII and, in lieu of paying
cash therefor, may make settlement for the purchase price by crediting against the purchase price
the unpaid amounts (whether or not then due) owing to the Mortgagee, or such Lender in respect of
the Secured Obligations, after deducting from the sales price the expense of the sale and the costs
of the action or proceedings and any other sums that the Mortgagee or such Lender is authorized to
deduct under this Mortgage.



          (iv) The Mortgagee may adjourn from time to time any sale by it to be made under or by
virtue hereof by announcement at the time and place appointed for such sale or for such adjourned
sale or sales, and, the Mortgagee, without further notice or publication, may make such sale at the
time and place to which the same shall be so adjourned.



          (v) If the Premises are comprised of more than one parcel of land, the Mortgagee may
take any of the actions authorized by this Section 8.2 in respect of any or a number
of individual parcels.



          SECTION 8.3. Additional Remedies in Case of an Event of Default.




          (i) The Mortgagee shall be entitled to recover judgment as aforesaid either before, after
or during the pendency of any proceedings for the enforcement of the provisions hereof and, to the
extent permitted by applicable law, the right of the Mortgagee to recover such judgment shall not
be affected by any entry or sale hereunder, or by the exercise of any other right, power or remedy
for the enforcement of the provisions hereof, or the foreclosure of, or absolute conveyance
pursuant to, this Mortgage. In case of proceedings against the Mortgagor in insolvency or
bankruptcy or any proceedings for its reorganization or involving the liquidation of its assets,
the Mortgagee shall be entitled to prove the whole amount of principal and interest and other
payments, charges and costs due in respect of the Secured Obligations to the full amount thereof
without deducting therefrom any proceeds obtained from the sale of the whole or any part of the
Mortgaged Property; provided, however, that in no case shall the Mortgagee receive
a greater amount than the aggregate of such principal, interest and such other payments, charges
and costs (with interest at the Default Rate) from the proceeds of the sale of the Mortgaged
Property and the distribution from the estate of the Mortgagor.



          (ii) Any recovery of any judgment by the Mortgagee and any levy of any execution under any
judgment upon the Mortgaged Property shall not affect in any manner or to any extent the Lien and
security interests created and evidenced hereby upon the Mortgaged Property or any part thereof, or
any conveyances, powers, rights and remedies of the Mortgagee




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hereunder, but such conveyances, powers, rights and remedies shall continue unimpaired as before.




          (iii) Any monies collected by the Mortgagee under this Section 8.3 shall be
applied in accordance with the provisions of Section 8.2(ii).



          SECTION 8.4. Legal Proceedings After an Event of Default.




          (i) After the occurrence of any Event of Default and immediately upon the commencement of
any action, suit or legal proceedings to obtain judgment for the Secured Obligations or any part
thereof, or of any proceedings to foreclose the Lien and security interest created and evidenced
hereby or otherwise to enforce the provisions hereof or of any other proceedings in aid of the
enforcement hereof, the Mortgagor shall enter its voluntary appearance in such action, suit or
proceeding.



          (ii) Upon the occurrence and during the continuance of an Event of Default, the Mortgagee
shall be entitled forthwith as a matter of right, concurrently or independently of any other right
or remedy hereunder either before or after declaring the Secured Obligations or any part thereof to
be due and payable, to the appointment of a receiver without giving notice to any party and without
regard to the adequacy or inadequacy of any security for the Secured Obligations or the solvency or
insolvency of any person or entity then legally or equitably liable for the Secured Obligations or
any portion thereof. The Mortgagor hereby consents to the appointment of such receiver.
Notwithstanding the appointment of any receiver, the Mortgagee shall be entitled as pledgee to the
possession and control of any cash, deposits or instruments at the time held by or payable or
deliverable under the terms of the Credit Agreement to the Mortgagee.



          (iii) The Mortgagor shall not (A) at any time insist upon, or plead, or in any manner
whatsoever claim or take any benefit or advantage of any stay or extension or moratorium law, any
exemption from execution or sale of the Mortgaged Property or any part thereof, wherever enacted,
now or at any time hereafter in force, which may affect the covenants and terms of performance
hereof, (B) claim, take or insist on any benefit or advantage of any law now or hereafter in force
providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to
any sale or sales of the Mortgaged Property which may be made pursuant to this Mortgage, or
pursuant to any decree, judgment or order of any court of competent jurisdiction or (C) after any
such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted
to redeem the property so sold or any part thereof. To the extent permitted by applicable law, the
Mortgagor hereby expressly (X) waives all benefit or advantage of any such law or laws, including,
without limitation, any statute of limitations applicable to this Mortgage, (Y) waives any
objection which it may now or hereafter have to the laying of venue of any action, suit or
proceeding brought in connection with this Mortgage and further
waives and agrees not to plead that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum and (Z) covenants not to hinder, delay or impede the execution of any power granted or
delegated to the Mortgagee by this Mortgage but to suffer and permit the execution of every such
power as though no such law or laws had been made or enacted. The Mortgagee shall not be liable for
any incorrect or improper payment made pursuant to this Article VIII in the absence of
gross negligence or willful misconduct.



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          SECTION 8.5. Remedies Not Exclusive. No remedy conferred upon or reserved to the
Mortgagee by this Mortgage is intended to be exclusive of any other remedy or remedies, and each
and every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Mortgage or now or hereafter existing at law or in equity. Any delay or omission of the
Mortgagee to exercise any right or power accruing on any Event of Default shall not impair any such
right or power and shall not be construed to be a waiver of or acquiescence in any such Event of
Default. Every power and remedy given by this Mortgage may be exercised from time to time
concurrently or independently, when and as often as may be deemed expedient by the Mortgagee in
such order and manner as the Mortgagee, in its sole discretion, may elect. If the Mortgagee accepts
any monies required to be paid by the Mortgagor under this Mortgage after the same become due, such
acceptance shall not constitute a waiver of the right either to require prompt payment, when due,
of all other sums secured by this Mortgage or to declare an Event of Default with regard to
subsequent defaults. If the Mortgagee accepts any monies required to be paid by the Mortgagor under
this Mortgage in an amount less than the sum then due, such acceptance shall be deemed an
acceptance on account only and on the condition that it shall not constitute a waiver of the
obligation of the Mortgagor to pay the entire sum then due, and the Mortgagor’s failure to pay the
entire sum then due shall be and continue to be a default hereunder notwithstanding acceptance of
such amount on account.


ARTICLE IX.


SECURITY AGREEMENT AND FIXTURE FILING


          SECTION 9.1. Security Agreement. To the extent that the Mortgaged Property
includes personal property or items of personal property which are or are to become fixtures under
applicable law, this Mortgage shall also be construed as a security agreement under the UCC; and,
upon and during the continuance of an Event of Default, the Mortgagee shall be entitled with
respect to such personal property to exercise all remedies hereunder, all remedies available under
the UCC with respect to fixtures and all other remedies available under applicable law. Without
limiting the foregoing, such personal property may, at the Mortgagee’s option, (i) be sold
hereunder together with any sale of any portion of the Mortgaged Property or otherwise, (ii) be
sold pursuant to the UCC, or (iii) be dealt with by the Mortgagee in any other manner permitted
under applicable law. The Mortgagee may require the Mortgagor to assemble such personal property
and make it available to the Mortgagee at a place to be designated by the Mortgagee. The Mortgagor
acknowledges and agrees that a disposition of the personal property in accordance with the
Mortgagee’s rights and remedies in respect to the Mortgaged Property as heretofore provided is a
commercially reasonable disposition thereof; provided, however, that the Mortgagee shall give the
Mortgagor not less than ten (10) days’ prior notice of the
time and place of any intended
disposition.


          SECTION 9.2. Fixture Filing. To the extent that the Mortgaged Property includes
items of personal property which are or are to become fixtures under applicable law, and to the
extent permitted under applicable law, the filing hereof in the real estate records of the county
in which such Mortgaged Property is located shall also operate from the time of filing as


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a fixture filing with respect to such Mortgaged Property, and the following information is
applicable for the purpose of such fixture filing, to wit:




	 	 	 
	Name and Address of the debtor:	 	Name and Address of the secured party:
	The Mortgagor having the address
described in the Preamble hereof.


The Mortgagor is a corporation organized
under the laws of the State of Texas
whose Organization Number is 0800204347,
and whose Taxpayer Identification Number
is 41-2098321.

	 	The Mortgagee having the
address described in the
Preamble hereof, from which
address information concerning
the security interest may be
obtained.





This Financing Statement covers the following types or items of property:



The Mortgaged Property.



This instrument covers goods or items of personal property which are or are to
become fixtures upon the Premises.



The name of the record owner of the Premises on which such fixtures are or are to
be located is the Mortgagor.



In addition, Mortgagor authorizes the Mortgagee to file appropriate financing and continuation
statements under the UCC in effect in the jurisdiction in which the Mortgaged Property is located
as may be required by law in order to establish, preserve and protect the liens and security
interests intended to be granted to the Mortgagee pursuant to this Mortgage in the Mortgaged
Property.




ARTICLE X.




FURTHER ASSURANCES




          SECTION 10.1. Recording Documentation To Assure Security. The Mortgagor shall,
forthwith after the execution and delivery hereof and thereafter, from time to time, cause this
Mortgage and any financing statement, continuation statement or similar instrument relating to any
thereof or to any property intended to be subject to the Lien hereof to be filed, registered and
recorded in such manner and in such places as may be required by any present or future law in order
to publish notice of and fully to protect the validity and priority thereof or the Lien hereof
purported to be created upon the Mortgaged Property and the interest and rights of the Mortgagee
therein. The Mortgagor shall pay or cause to be paid all taxes and fees incident to such filing,
registration and recording, and all expenses incident to the preparation, execution and
acknowledgment thereof, and of any instrument of further assurance, and all federal or state stamp
taxes or other taxes, duties and charges arising out of or in connection with the execution and
delivery of such instruments.




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          SECTION 10.2. Further Acts. The Mortgagor shall, at the sole cost and expense of the
Mortgagor, do, execute, acknowledge and deliver all and every such further acts, deeds,
conveyances, mortgages, assignments, notices of assignment, transfers, financing statements,
continuation statements, instruments and assurances as the Mortgagee shall from time to time
request, which may be necessary in the judgment of the Mortgagee from time to time to assure,
perfect, convey, assign, pledge, transfer and confirm unto the Mortgagee, the property and rights
hereby conveyed or assigned or which the Mortgagor may be or may hereafter become bound to convey
or assign to the Mortgagee or for carrying out the intention or facilitating the performance of the
terms hereof or the filing, registering or recording hereof. Without limiting the generality of the
foregoing, in the event that the Mortgagee desires to exercise any remedies, consensual rights or
attorney-in-fact powers set forth in this Mortgage and determines it necessary to obtain any
approvals or consents of any Governmental Authority or any other person therefor, then, upon the
reasonable request of the Mortgagee, the Mortgagor agrees to use its best efforts to assist and aid
the Mortgagee to obtain as soon as practicable any necessary approvals or consents for the exercise
of any such remedies, rights and powers. In the event the Mortgagor shall fail after demand to
execute any instrument or take any action required to be executed or taken by the Mortgagor under
this Section 10.2, the Mortgagee may execute or take the same as the attorney-in-fact for
the Mortgagor, such power of attorney being coupled with an interest and is irrevocable.




          SECTION 10.3. Additional Security. Without notice to or consent of the Mortgagor and
without impairment of the Lien and rights created by this Mortgage, the Mortgagee may accept (but
the Mortgagor shall not be obligated to furnish) from the Mortgagor or from any other person,
additional security for the Secured Obligations. Neither the giving hereof nor the acceptance of
any such additional security shall prevent the Mortgagee from resorting, first, to such additional
security, and, second, to the security created by this Mortgage without affecting the Mortgagee’s
Lien and rights under this Mortgage.




ARTICLE XI.




MISCELLANEOUS




          SECTION 11.1. Covenants To Run with the Land. All of the grants, covenants, terms,
provisions and conditions in this Mortgage shall run with the Land and shall apply to, and bind the
successors and assigns of, the Mortgagor. If there shall be more than one mortgagor with respect to
the Mortgaged Property, the covenants and warranties hereof shall be joint and several.




          SECTION 11.2. No Merger. The rights and estate created by this Mortgage shall not,
under any circumstances, be held to have merged into any other estate or interest now owned or
hereafter acquired by the Mortgagee unless the Mortgagee shall have consented to such merger in
writing.




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          SECTION 11.3. Concerning Mortgagee.




          (i) The Mortgagee has been appointed as Collateral Agent pursuant to the Credit Agreement.
The actions of the Mortgagee hereunder are subject to the provisions of the Credit Agreement. The
Mortgagee shall have the right hereunder to make demands, to give notices, to exercise or refrain
from exercising any rights, and to take or refrain from taking action (including, without
limitation, the release or substitution of the Mortgaged Property), in accordance with this
Mortgage and the Credit Agreement. The Mortgagee may employ agents and attorneys-in-fact in
connection herewith and shall not be liable for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith. The Mortgagee may resign and a successor Mortgagee
may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any
appointment as the Mortgagee by a successor Mortgagee, that successor Mortgagee shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Mortgagee under this Mortgage, and the retiring Mortgagee shall thereupon be discharged from its
duties and obligations under this Mortgage. After any retiring Mortgagee’s resignation, the
provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it
under this Mortgage while it was the Mortgagee.



          (ii) The Mortgagee shall be deemed to have exercised reasonable care in the custody and
preservation of the Mortgaged Property in its possession if such Mortgaged Property is accorded
treatment substantially equivalent to that which the Mortgagee, in its individual capacity, accords
its own property consisting of similar instruments or interests, it
being understood that neither
the Mortgagee nor any of the Secured Parties shall have responsibility for taking any necessary
steps to preserve rights against any person with respect to any Mortgaged Property.



          (iii) The Mortgagee shall be entitled to rely upon any written notice, statement,
certificate, order or other document or any telephone message believed by it to be genuine and
correct and to have been signed, sent or made by the proper person, and, with respect to all
matters pertaining to this Mortgage and its duties hereunder, upon advice of counsel selected by
it.



          (iv) With respect to any of its rights and obligations as a Lender, the Mortgagee shall
have and may exercise the same rights and powers hereunder. The term “Lenders,” “Lender” or any
similar terms shall, unless the context clearly otherwise indicates, include the Mortgagee in its
individual capacity as a Lender. The Mortgagee may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with the Mortgagor or any
Affiliate of the Mortgagor to the same extent as if the Mortgagee were not acting as Collateral
Agent.



          (v) If any portion of the Mortgaged Property also constitutes collateral granted by
Mortgagor to the Mortgagee to secure the Secured Obligations under any other deed of trust,
mortgage, security agreement, pledge or instrument of any type, in the event of any conflict
between the provisions hereof and the provisions of such other deed of trust, mortgage, security
agreement, pledge or instrument of any type in respect of such collateral, the Mortgagee, in its
sole discretion, shall select which provision or provisions shall control.




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          SECTION
11.4. Mortgagee May Perform; Mortgagee Appointed Attorney-in-Fact. If the
Mortgagor shall fail to perform any covenants contained in this Mortgage (including, without
limitation, the Mortgagor’s covenants to (i) pay the premiums in respect of all required insurance
policies hereunder or under the Credit Agreement, (ii) pay Property Charges, (iii) make repairs,
(iv) discharge Liens or (v) pay or perform any obligations of the Mortgagor under any Mortgaged
Property) or if any warranty on the part of the Mortgagor contained herein shall be breached, the
Mortgagee may (but shall not be obligated to), after five (5) Business Days notice to Mortgagor, do
the same or cause it to be done or remedy any such breach, and may expend funds for such purpose;
provided, however, that the Mortgagee shall in no event be bound to inquire into the validity of
any tax, lien, imposition or other obligation which the Mortgagor fails to pay or perform as and
when required hereby and which the Mortgagor does not contest in accordance with the provisions of
the Credit Agreement. Any and all amounts so expended by the Mortgagee shall be paid by the
Mortgagor in accordance with the provisions of Section 11.03 of the Credit Agreement.
Neither the provisions of this Section 11.4 nor any action taken by the Mortgagee pursuant
to the provisions of this Section 11.4 shall prevent any such failure to observe any
covenant contained in this Mortgage nor any breach of warranty from constituting an Event of
Default. The Mortgagor hereby appoints the Mortgagee its attorney-in-fact, with full authority in
the place and stead of the Mortgagor and in the name of the Mortgagor, or otherwise, from time to
time in the Mortgagee’s discretion to take any action and to execute any instrument consistent with
the terms hereof and the other Loan Documents which the Mortgagee may deem necessary or advisable
to accomplish the purposes hereof. The foregoing grant of authority is a power of attorney coupled
with an interest and such appointment shall be irrevocable for the term hereof. The Mortgagor
hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.




          SECTION
11.5. Continuing Security Interest; Assignment. This Mortgage shall create a
continuing Lien on and security interest in the Mortgaged Property and shall (i) be binding upon
the Mortgagor, its successors and assigns, (ii) inure, together with the rights and remedies of the
Mortgagee hereunder, to the benefit of the Mortgagee for the benefit of the Secured Parties and
each of their respective successors, transferees and assigns and (iii) in the event there is more
than one mortgagor party hereto, all undertakings hereunder shall be deemed joint and several. No
other persons (including, without limitation, any other creditor of any Loan Party) shall have any
interest herein or any right or benefit with respect hereto. Without limiting the generality of the
foregoing clause (ii), but subject, however, to the provisions of the Credit Agreement, any Lender
may assign or otherwise transfer any indebtedness held by it secured by this Mortgage to any other
person, and such other person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender, herein or otherwise.




          SECTION
11.6. Termination; Release. When all the Secured Obligations have been paid in
full and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the
Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been
terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this
Mortgage shall terminate. Upon termination hereof or any release of the Mortgaged Property or any
portion thereof in accordance with the provisions of the Credit Agreement, the Mortgagee shall,
upon the request and at the sole cost and expense of the Mortgagor, forthwith assign, transfer and
deliver to the Mortgagor, against receipt and without recourse to or warranty by the Mortgagee,
such of the Mortgaged Property to be released (in the



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case of a release) as may be in possession of the Mortgagee and as shall not have been sold or
otherwise applied pursuant to the terms hereof, and, with respect to any other Mortgaged Property,
proper documents and instruments (including UCC-3 termination statements or releases) acknowledging
the termination hereof or the release of such Mortgaged Property, as the case may be.




          SECTION 11.7. Modification in Writing. No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any departure by the Mortgagor
therefrom, shall be effective unless the same shall be done in accordance with the terms of the
Credit Agreement and unless in writing and signed by the Mortgagee. Any amendment, modification or
supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any
departure by the Mortgagor from the terms of any provision hereof shall be effective only in the
specific instance and for the specific purpose for which made or given. Except where notice is
specifically required by this Mortgage or any other Loan Document, no notice to or demand on the
Mortgagor in any case shall entitle the Mortgagor to any other or further notice or demand in
similar or other circumstances.




          SECTION 11.8. Notices. Unless otherwise provided herein or in the Credit Agreement,
any notice or other communication herein required or permitted to be given shall be given in the
manner and become effective as set forth in the Credit Agreement, if to the Mortgagor or the
Mortgagee, addressed to it at the address set forth in the Credit Agreement, or in each case at
such other address as shall be designated by such party in a written notice to the other party
complying as to delivery with the terms of this Section 11.8.




          SECTION
11.9. GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL. THIS
MORTGAGE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE IN WHICH THE PREMISES ARE LOCATED, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS,
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR
REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR ITEM OR TYPE OF MORTGAGED PROPERTY ARE GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. MORTGAGOR AGREES THAT SERVICE OF PROCESS IN ANY
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS SET FORTH IN THE
CREDIT AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE MORTGAGEE SHALL HAVE BEEN NOTIFIED PURSUANT
THERETO. IF ANY AGENT APPOINTED BY MORTGAGOR REFUSES TO ACCEPT SERVICE, MORTGAGOR HEREBY AGREES
THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF MORTGAGEE
TO BRING PROCEEDINGS AGAINST MORTGAGOR IN THE COURTS OF ANY OTHER JURISDICTION. THE MORTGAGOR
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS MORTGAGE OR THE TRANSACTIONS CONTEMPLATED HEREBY.




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          SECTION 11.10. Severability of Provisions. Any provision hereof which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction.




          SECTION 11.11. Relationship. The relationship of the Mortgagee to the Mortgagor
hereunder is strictly and solely that of lender and borrower and mortgagor and mortgagee and
nothing contained in the Credit Agreement, this Mortgage or any other document or instrument now
existing and delivered in connection therewith or otherwise in connection with the Secured
Obligations is intended to create, or shall in any event or under any circumstance be construed as
creating a partnership, joint venture, tenancy-in-common, joint tenancy or other relationship of
any nature whatsoever between the Mortgagee and the Mortgagor other than as lender and borrower and
mortgagor and mortgagee.




          SECTION 11.12. No Credit for Payment of Taxes or Impositions. The Mortgagor shall not
be entitled to any credit against the principal, premium, if any, or interest payable under the
Credit Agreement, and the Mortgagor shall not be entitled to any credit against any other sums
which may become payable under the terms thereof or hereof, by reason of the payment of any
Property Charges on the Mortgaged Property or any part thereof.




          SECTION 11.13. No Claims Against the Mortgagee. Nothing contained in this Mortgage
shall constitute any consent or request by the Mortgagee, express or implied, for the performance
of any labor or services or the furnishing of any materials or other property in respect of the
Premises or any part thereof, nor as giving the Mortgagor any right, power or authority to contract
for or permit the performance of any labor or services or the furnishing of any materials or other
property in such fashion as would permit the making of any claim against the Mortgagee in respect
thereof or any claim that any Lien based on the performance of such labor or services or the
furnishing of any such materials or other property is prior to the Lien hereof.




          SECTION 11.14. Mortgagee’s Right To Sever Indebtedness.




          (i) The Mortgagor acknowledges that (A) the Mortgaged Property does not constitute the
sole source of security for the payment and performance of the Secured Obligations and that the
Secured Obligations are also secured by property of the Mortgagor and its Affiliates in other
jurisdictions (all such property, collectively, the
“Collateral”), (B) the number of such
jurisdictions and the nature of the transaction of which this instrument is a part are such that it
would have been impracticable for the parties to allocate to each item of Collateral a specific
loan amount and to execute in respect of such item a separate credit agreement and (C) the
Mortgagor intends that the Mortgagee have the same rights with respect to the Mortgaged Property,
in foreclosure or otherwise, that the Mortgagee would have had if each item of Collateral had been
secured, mortgaged or pledged pursuant to a separate credit agreement, mortgage or security
instrument. In furtherance of such intent, the Mortgagor agrees that the Mortgagee may at any time
by notice (an “Allocation Notice”) to the Mortgagor allocate a portion (the “Allocated
Indebtedness”) of the Secured Obligations to the Mortgaged Property and sever from the
remaining Secured Obligations the Allocated Indebtedness. From and after the giving of an
Allocation Notice with respect to the Mortgaged Property, the Secured



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Obligations hereunder shall be limited to the extent set forth in the Allocation Notice and (as so
limited) shall, for all purposes, be construed as a separate loan obligation of the Mortgagor
unrelated to the other transactions contemplated by the Credit Agreement, any other Loan Document
or any document related to any thereof. To the extent that the proceeds on any foreclosure of the
Mortgaged Property shall exceed the Allocated Indebtedness, such proceeds shall belong to the
Mortgagor and shall not be available hereunder to satisfy any Secured Obligations of the Mortgagor
other than the Allocated Indebtedness. In any action or proceeding to foreclose the Lien hereof or
in connection with any power of sale, foreclosure or other remedy exercised under this Mortgage
commenced after the giving by the Mortgagee of an Allocation Notice, the Allocation Notice shall be
conclusive proof of the limits of the Secured Obligations hereby secured, and the Mortgagor may
introduce, by way of defense or counterclaim, evidence thereof in any such action or proceeding.
Notwithstanding any provision of this Section 11.14, the proceeds received by the Mortgagee
pursuant to this Mortgage shall be applied by the Mortgagee in accordance with the provisions of
Section 8.03 of the Credit Agreement.



          (ii) The Mortgagor hereby waives to the greatest extent permitted under law the right to a
discharge of any of the Secured Obligations under any statute or rule of law now or hereafter in
effect which provides that foreclosure of the Lien hereof or other remedy exercised under this
Mortgage constitutes the exclusive means for satisfaction of the Secured Obligations or which makes
unavailable a deficiency judgment or any subsequent remedy because the Mortgagee elected to proceed
with a power of sale, foreclosure or such other remedy or because of any failure by the Mortgagee
to comply with laws that prescribe conditions to the entitlement to a
deficiency judgment. In the
event that, notwithstanding the foregoing waiver, any court shall for any reason hold that the
Mortgagee is not entitled to a deficiency judgment, the Mortgagor shall not (A) introduce in any
other jurisdiction such judgment as a defense to enforcement against the Mortgagor of any remedy in
the Credit Agreement or any other Loan Document or (B) seek to have such judgment recognized or
entered in any other jurisdiction, and any such judgment shall in all events be limited in
application only to the state or jurisdiction where rendered.



          (iii) In the event any instrument in addition to the Allocation Notice is necessary to
effectuate the provisions of this Section 11.14, including, without limitation, any
amendment to this Mortgage, any substitute promissory note or affidavit or certificate of any kind,
the Mortgagee may execute, deliver or record such instrument as the attorney-in-fact of the
Mortgagor. Such power of attorney is coupled with an interest and is irrevocable.



          (iv) Notwithstanding anything set forth herein to the contrary, the provisions of this
Section 11.14 shall be effective only to the maximum extent permitted by law.



ARTICLE XII.




INTERCREDITOR AGREEMENT




          SECTION 12.1. Intercreditor Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE
SECURED PARTIES,




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PURSUANT TO THIS MORTGAGE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER
ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF JULY 6, 2007 (AS AMENDED,
RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
“INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC., A CORPORATION FORMED UNDER THE CANADA BUSINESS
CORPORATIONS ACT, NOVELIS CORPORATION, A TEXAS CORPORATION, NOVELIS PAE CORPORATION, A DELAWARE
CORPORATION, NOVELIS FINANCES USA LLC, A DELAWARE LIMITED LIABILITY COMPANY, NOVELIS SOUTH AMERICA
HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY, ALUMINUM UPSTREAM HOLDINGS LLC, A DELAWARE
LIMITED LIABILITY COMPANY, NOVELIS UK LIMITED, A LIMITED LIABILITY COMPANY INCORPORATED UNDER THE
LAWS OF ENGLAND AND WALES WITH REGISTERED NUMBER 00279596, AND NOVELIS AG, A STOCK CORPORATION (AG)
ORGANIZED UNDER THE LAWS OF SWITZERLAND, AV ALUMINUM INC., A CORPORATION FORMED UNDER THE CANADA
BUSINESS CORPORATIONS ACT (“HOLDINGS”), THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY
THERETO, ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED
IN THE INTERCREDITOR AGREEMENT), LASALLE BUSINESS CREDIT, LLC, AS COLLATERAL AGENT FOR THE
REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND AS FUNDING AGENT, ABN
AMRO BANK N.V., ACTING THROUGH ITS CANADIAN BRANCH, AS CANADIAN ADMINISTRATIVE AGENT FOR THE
REVOLVING CREDIT LENDERS AND AS CANADIAN FUNDING AGENT, UBS AG, STAMFORD BRANCH, AS ADMINISTRATIVE
AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), AND AS COLLATERAL
AGENT FOR THE TERM LOAN CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND CERTAIN OTHER
PERSONS WHICH MAY BE OR BECOME PARTIES THERETO OR BECOME BOUND THERETO FROM TIME TO TIME. IN THE
EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND
THIS MORTGAGE, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




          SECTION 12.2. Credit Agreement. In the event of any conflict between the Credit
Agreement and this Mortgage, the provisions of the Credit Agreement shall govern and control.




ARTICLE XIII.




LEASES




          SECTION 13.1. Mortgagor’s Affirmative Covenants with Respect to Leases. With
respect to each Lease, the Mortgagor shall:






-26-









 









          (i) observe and perform in all material respects all the obligations imposed upon
the Landlord under such Lease;




          (ii) promptly send copies to the Mortgagee of all notices of default which the
Mortgagor shall send or receive thereunder; and




          (iii) enforce all of the material terms, covenants and conditions contained in
such Lease upon the part of the Tenant thereunder to be observed or performed.



          SECTION 13.2. Mortgagor’s Negative Covenants with Respect to Leases. With respect to
each Lease, the Mortgagor shall not, without the prior written consent of the Mortgagee:





          (i) receive or collect, or permit the receipt or collection of, any Rent under
such Lease more than three (3) months in advance of the respective period in respect of
which such Rent is to accrue, except:




	 	(A)	 	in connection with the execution and delivery of such Lease (or of any amendment to such Lease), Rent thereunder may be collected
and received in advance in an amount not in excess of three (3)
months Rent;
	 
	 	(B)	 	the amount held by Landlord as a reasonable security deposit thereunder; and
	 
	 	(C)	 	any amount received and collected for
escalation and other charges in accordance with the terms of such Lease;






          (ii) assign, transfer or hypothecate (other than to the Mortgagee hereunder or the
Term Loan Collateral Agent, as the case may be, and subject to the terms of the
Intercreditor Agreement) any Rent under such Lease whether then due or to accrue in the
future or the interest of the Mortgagor as Landlord under such Lease;




          (iii) enter into any amendment or modification of any Lease if the same would not
comply with the definition of Permitted Liens or could reasonably be expected to result in a
Property Material Adverse Effect;




          (iv) (a) terminate (whether by exercising any contractual right of the Mortgagor to
recapture leased space or otherwise) or (b) permit the termination of such Lease or (c)
accept surrender of all or any portion of the space demised under such Lease prior to the
end of the term thereof or (d) accept assignment of such Lease to the Mortgagor unless the
same would not cause a Property Material Adverse Effect (but with respect to clauses (b) and
(c) hereof, Mortgagor shall not be required to obtain Mortgagee’s prior written consent if
the tenant under any such Lease possesses such rights as of the date hereof);




          (v) waive, excuse, condone or in any manner discharge or release any Tenants of or
from the obligations of such Tenants under their respective Leases or guarantors of



-27-









 







Tenants from obligations under any guarantees of the Leases unless the same would not
cause a Property Material Adverse Effect.



ARTICLE XIV.




LOCAL LAW PROVISIONS




[ ]




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




-28-









 





          IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed and delivered
under seal the day and year first above written.




	 	 	 	 	 
	 	[                                        ],

a [                                        ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[local counsel to confirm signature requirements]




S-1




[Property Location] Deed of Trust/Mortgage Signature Page




 









 








ACKNOWLEDGMENT




	 	 	 	 	 	 	 	 	 	 	 
	State of                                         

	 	 	)	 	 	 	 	 
	 	 
	 

	 	 	)	 	 	ss.:	 	 	 	 
	County of                                         

	 	 	)	 	 	 	 	 	 	 






[Local counsel to provide appropriate acknowledgment]




[Property Location] Deed of Trust/Mortgage Notary Page




 









 








Schedule A — Legal Description




Legal Description of premises located at [                                        ]:




[to come from title policy]




 









 




EXHIBIT K-1


Form of

U.S./EUROPEAN REVOLVING NOTE



					
	 	 	 	 	 
	$                                         
	 	  
	 	New York, New York

[Date]




FOR VALUE RECEIVED, each of the undersigned (“Borrower”), hereby promises to pay to
[                                        ] or its registered assigns (the “Lender”) on the Final Maturity Date (as defined in the Credit Agreement referred to below; the terms used herein which are defined in such
Credit Agreement having the meanings set forth therein unless otherwise defined herein or unless
the context otherwise requires), in Dollars (in the case of the portion of the principal amount
hereof attributable to Dollar Denominated Loans of the Lender), Euros (in the case of the portion
of the principal amount hereof attributable to Euro Denominated Loans of the Lender) or GBP (in the
case of the portion of the principal amount hereof attributable to GBP Denominated Loans of the
Lender), as applicable, and in immediately available funds, the principal amount of the aggregate
unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement
(it being expressly understood that the Dollar Equivalent of the principal amount of this Note may
exceed the face amount of this Note stated above). Borrower further agrees to pay interest in
Dollars (in the case of the portion of the principal amount hereof attributable to Dollar
Denominated Loans of the Lender), Euros (in the case of the portion of the principal amount hereof
attributable to Euro Denominated Loans of the Lender) or GBP (in the case of the portion of the
principal amount hereof attributable to GBP Denominated Loans of the Lender), as applicable, and in
immediately available funds, at such office specified in Section 2.14 of the Credit
Agreement on the unpaid principal amount hereof from time to time from the date hereof at the
rates, and on the dates, specified in Section 2.06 of such Credit Agreement.


The holder of this Note may endorse and attach a schedule to reflect the date, Type, currency and
amount of each Revolving Loan of the Lender owing by the Borrower outstanding under the Credit
Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of
each interest rate conversion or continuation pursuant to Section 2.08 of the Credit
Agreement and the principal amount subject thereto; provided that the failure of the Lender to make
any such recordation (or any error in such recordation) shall not affect the obligations of
Borrower hereunder or under the Credit Agreement.


This Note is one of the Notes referred to in the Credit Agreement, dated as of July 6, 2007 (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the
“Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business
Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and
the other U.S. subsidiaries of the Canadian Borrower signatory thereto as Borrowers, NOVELIS UK
LTD, a limited liability company incorporated under the laws of England and Wales with registered
number 00279596, and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland,
AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary
Guarantors (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European
issuing bank, as U.S. swingline lender, as administrative agent for the Lenders, LASALLE BUSINESS
CREDIT, LLC, as funding agent and as collateral agent for the Secured Parties and the Issuing Bank,
UBS SECURITIES LLC, as syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT,
INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents, ABN AMRO BANK N.V., acting
through its Canadian branch, as Canadian administrative agent, Canadian funding agent and


EXHIBIT K-1-1







 




Canadian issuing bank and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers
and joint bookmanagers, and is subject to the provisions thereof and is subject to optional and
mandatory prepayment in whole or in part as provided therein.



This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents.
Reference is hereby made to the Credit Agreement and the Security Documents for a description of
the properties and assets in which a security interest has been granted, the nature and extent of
the security and guarantees, the terms and conditions upon which the security interest and each
guarantee was granted and the rights of the holder of this Note in respect thereof.



Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately
due and payable, all as provided therein. No failure in exercising any rights hereunder or under
the other Loan Documents on the part of the Lender shall operate as a waiver of such rights.



All parties now and hereafter liable with respect to this Note, whether maker, principal, surety,
guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices
of any kind.



Time is of the essence in respect of this Note.



THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.



THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.




[Signature Page Follows]






EXHIBIT K-1-2









 








	 	 	 	 	 	 	 	 	 
	 	 	NOVELIS CORPORATION,
	 	 	as Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

Name:
	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS PAE CORPORATION,
	 	 	as Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS FINANCES USA LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS SOUTH AMERICA HOLDINGS LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ALUMINUM UPSTREAM HOLDINGS LLC,
	 	 	as Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 






EXHIBIT K-1-3









 






	 	 	 	 	 	 	 	 	 
	 	 	NOVELIS UK LTD,
	 	 	as Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOVELIS AG,
	 	 	as Borrower
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 







EXHIBIT K-1-4












 





EXHIBIT K-2




Form of

CANADIAN REVOLVING NOTE




			
	 	 	 
	$                    
	 	New York, New York

[Date]





FOR VALUE RECEIVED, the undersigned, NOVELIS, INC., a corporation formed under the Canada
Business Corporations Act (“Borrower”), hereby promises to pay to [                                        ] or its
registered assigns (the “Lender”) on the Final Maturity Date (as defined in the Credit Agreement
referred to below; the terms used herein which are defined in such Credit Agreement having the
meanings set forth therein unless otherwise defined herein or unless the context otherwise
requires), in Dollars (in the case of the portion of the principal amount hereof attributable to
Dollar Denominated Loans of the Lender) or Canadian Dollars (in the case of the portion of the
principal amount hereof attributable to Canadian Dollar Denominated Loans of the Lender), as
applicable, and in immediately available funds, the principal amount of the aggregate unpaid
principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement (it
being expressly understood that the Dollar Equivalent of the principal amount of this Note may
exceed the face amount of this Note stated above). Borrower further agrees to pay interest in
Dollars (in the case of the portion of the principal amount hereof attributable to Dollar
Denominated Loans of the Lender) or Canadian Dollars (in the case of the portion of the principal
amount hereof attributable to Canadian Dollar Denominated Loans of the Lender), as applicable, and
in immediately available funds, at such office specified in Section 2.14 of the Credit
Agreement on the unpaid principal amount hereof from time to time from the date hereof at the
rates, and on the dates, specified in Section 2.06 of such Credit Agreement.




The holder of this Note may endorse and attach a schedule to reflect the date, Type, currency and
amount of each Revolving Loan of the Lender owing by the Borrower outstanding under the Credit
Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of
each interest rate conversion or continuation pursuant to Section 2.08 of the Credit Agreement and
the principal amount subject thereto; provided that the failure of the Lender to make any such
recordation (or any error in such recordation) shall not affect the obligations of Borrower
hereunder or under the Credit Agreement.



This Note
is one of the Notes referred to in the Credit Agreement, dated as of July 6, 2007 (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act
(the “Canadian Borrower”). NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto as Borrowers, NOVELIS UK LTD, a limited
liability company incorporated under the laws of England and Wales with registered number 00279596,
and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC.,
a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such
term and each other capitalized term used but not defined herein having the meaning given to it in
the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank, as U.S.
swingline lender, as administrative agent for the Lenders, LASALLE BUSINESS CREDIT, LLC, as funding
agent and as collateral agent for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as
syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS
CREDIT CANADA INC., as documentation agents, ABN AMRO BANK N.V., acting through its Canadian
branch, as Canadian administrative agent, Canadian funding agent and Canadian issuing bank and ABN
AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead



EXHIBIT K-2-1




 









 





arrangers and joint bookmanagers, and is subject to the provisions thereof and is subject to
optional and mandatory prepayment in whole or in part as provided therein.



This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents.
Reference is hereby made to the Credit Agreement and the Security Documents for a description of
the properties and assets in which a security interest has been granted, the nature and extent of
the security and guarantees, the terms and conditions upon which the security interest and each
guarantee was granted and the rights of the holder of this Note in respect thereof.



Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately
due and payable, all as provided therein. No failure in exercising any rights hereunder or under
the other Loan Documents on the part of the Lender shall operate as a waiver of such rights.



All parties now and hereafter liable with respect to this Note, whether maker, principal, surety,
guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices
of any kind.



Time is of the essence in respect of this Note.



THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.



THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.



[Signature Page Follows]




EXHIBIT K-2-2





 









 








	 	 	 	 	 
	 	NOVELIS, INC.,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT K-2-3





 









 








EXHIBIT K-3




Form of

EUROPEAN SWINGLINE NOTE




			
	 	 	 
	$                    
	 	New York, New York

[Date]






FOR VALUE RECEIVED, the undersigned, Novelis AG, a stock corporation (AG) organized under the
laws of Switzerland (“Borrower”), hereby promises to pay to [                                        ] or its
registered assigns (the “Lender”) on the Final Maturity Date (as defined in the Credit Agreement
referred to below; the terms used herein which are defined in such Credit Agreement having the
meanings set forth therein unless otherwise defined herein or unless the context otherwise
requires), in Euros (in the case of the portion of the principal amount hereof attributable to Euro
Denominated Loans of the Lender), GBP (in the case of the portion of the principal amount hereof
attributable to GBP Denominated Loans of the Lender) or Swiss francs (in the case of the portion of
the principal amount hereof attributable to Swiss Franc Denominated Loans of the Lender), as
applicable, and in immediately available funds, the principal amount of the aggregate unpaid
principal amount of all European Swingline Loans made by Lender to the undersigned pursuant to
Section 2.17 of the Credit Agreement referred to below (it being expressly understood that
the Dollar Equivalent of the principal amount of this Note may exceed the face amount of this Note
stated above). Borrower further agrees to pay interest in Euros (in the case of the portion of the
principal amount hereof attributable to Euro Denominated Loans of the Lender), GBP (in the case of
the portion of the principal amount hereof attributable to GBP Denominated Loans of the Lender) or
Swiss francs (in the case of the portion of the principal amount hereof attributable to Swiss Franc
Denominated Loans of the Lender), as applicable, and in immediately available funds, at such office
specified in Section 2.17(f) of the Credit Agreement on the unpaid principal amount hereof
from time to time from the date hereof at the rates, and on the dates, specified in Section
2.06 of the Credit Agreement.



The holder of this Note may endorse and attach a schedule to reflect the date, Type, currency and
amount of each Swingline Loan of the Lender outstanding under the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof; provided that the failure of the Lender
to make any such recordation (or any error in such recordation) shall not affect the obligations of
Borrower hereunder or under the Credit Agreement.



This Note is one of the Notes referred to in the Credit Agreement, dated as of July 6, 2007 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among NOVELIS INC., a corporation formed under the Canada Business Corporations Act
(the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto as Borrowers, NOVELIS UK LTD, a limited
liability company incorporated under the laws of England and Wales with registered number 00279596,
and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC.,
a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such
term and each other capitalized term used but not defined herein having the meaning given to it in
the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank, as U.S.
swingline lender, as administrative agent for the Lenders, LASALLE BUSINESS CREDIT, LLC, as funding
agent and as collateral agent for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as
syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS
CREDIT CANADA INC., as documentation agents, ABN AMRO BANK N.V., acting through its Canadian
branch, as Canadian administrative agent, Canadian funding agent and



EXHIBIT K-3-1




 









 





Canadian issuing bank and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers
and joint bookmanagers, and is subject to the provisions thereof and is subject to optional and
mandatory prepayment in whole or in part as provided therein.



This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents.
Reference is hereby made to the Credit Agreement and the Security Documents for a description of
the properties and assets in which a security interest has been granted, the nature and extent of
the security and guarantees, the terms and conditions upon which the security interest and each
guarantee was granted and the rights of the holder of this Note in respect thereof.



Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately
due and payable, all as provided therein. No failure in exercising any rights hereunder or under
the other Loan Documents on the part of the Lender shall operate as a waiver of such rights.



All parties now and hereafter liable with respect to this Note, whether maker, principal, surety,
guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices
of any kind.



Time is of the essence in respect of this Note.



THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.



THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.



[Signature Page Follows]




EXHIBIT K-3-2





 









 








	 	 	 	 	 
	 	NOVELIS UK LTD,

     as Borrower

 	 
	 	By:	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS AG,

     as Borrower

 	 
	 	By:	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT K-3-3





 









 





EXHIBIT L-1




Form of

PERFECTION CERTIFICATE




[See attached]




EXHIBIT L-1-1




 









 




PERFECTION CERTIFICATE


     Reference
is hereby made to that certain Credit Agreement, dated as of July
[       ], 2007 (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), by and among NOVELIS INC., a corporation formed under the Canada Business
Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware
corporation, EUROFOIL, INC., a New York corporation, NOVELIS UK LIMITED, a limited liability
company incorporated under the laws of England and Wales with registered number [00279596], and
NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a
corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term
and each other capitalized term used but not defined herein having the meaning given to it in the
Credit Agreement), the Lenders, ABN AMRO INCORPORATED, as issuing bank, as swingline lender, as
administrative agent (together with its successors in such capacity, “Administrative Agent”) for
the Lenders and as collateral agent (together with its successors in such capacity, “Collateral
Agent”) for the Secured Parties and the Issuing Bank,
[-], as syndication agent, [-], as
documentation agent, ABN AMRO BANK N.V., as Canadian administrative agent (together with its
successors in such capacity, “Canadian Administrative Agent” and, together with the Administrative
Agent and the Collateral Agent, the “Agents”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as
joint lead arrangers and joint bookmanagers.


     The undersigned hereby certify to the Agents as follows:


     1. Names.


     (a) The exact legal name of each Loan Party, as such name appears in its respective
certificate or articles of incorporation, memorandum or articles of association, or any other
organizational document, is set forth in Schedule 1(a). Each Loan Party is (i) the type of
entity disclosed next to its name in Schedule 1(a), (ii) organized under the laws of the
jurisdiction disclosed next to its name in Schedule 1(a) and (iii) a registered
organization in such jurisdiction except to the extent disclosed in Schedule 1(a). Also set
forth in Schedule 1(a) is the organizational identification number, if any, of each Loan
Party that is a registered organization, the United States Federal Employer Identification Number
(or equivalent under the laws of the relevant jurisdiction of organization of such Loan Party) of
each Loan Party.


     (b) Set forth in Schedule 1(b) hereto is any other organizational names each Loan Party
has had in the past five years, together with the date of the relevant change.


     (c) Set forth in Schedule 1(c) is a list of all other names (including trade names or
similar appellations) used by each Loan Party, or any other business or organization to which each
Loan Party became the successor by merger, consolidation, acquisition, change in form, nature or
jurisdiction of
organization or otherwise, at any time between July [      ], 2002 and the date hereof. Also set forth
in
Schedule 1(c) is the information required by Section 1 of this certificate for any
other business or organization to which each Loan Party became the successor by merger,
consolidation, acquisition,
change in form, nature or jurisdiction of organization or otherwise,
at any time between July [      ],
2002
and the date hereof. Except as set forth in
Schedule 1(c), no Loan Party has changed its
jurisdiction of organization at any time during the past four months.


     
2. Current Locations. (a) The chief executive office of each Loan Party is located at
the address set forth in Schedule 2(a) hereto.


 







 




     (b) Set forth in Schedule 2(b) are all locations where each Loan Party maintains any
books or records relating to any Collateral.


     (c) Set forth in Schedule 2(c) hereto are all the other places of business of each
Loan Party.


     (d) Set forth in Schedule 2(d) hereto are all other locations where each Loan Party
maintains any of the Collateral consisting of inventory or equipment not identified above.


     (e) Set forth in Schedule 2(e) hereto are the names and addresses of all persons or
entities other than each Loan Party, such as lessees, consignees, warehousemen or purchasers of
chattel paper, which have possession or are intended to have possession of any of the Collateral
consisting of instruments, chattel paper, inventory or equipment.


     
3. Prior Locations. Set forth in Schedule 3 is the information required by Schedule 2(a),
Schedule 2(b),
Schedule 2(c), Schedule 2(d)
and Schedule 2(e) with respect to
each location or place of business previously maintained by each Loan Party at any time during the
past four months.


      4. Extraordinary Transactions. Except for those purchases, acquisitions and other
transactions described on Schedule 4 attached hereto, all of the Collateral has been
originated by each Loan Party in the ordinary course of business or consists of goods which have
been acquired by such Loan Party in the ordinary course of business from a person in the business
of selling goods of that kind.


      5. File Search Reports. Attached hereto as Schedule 5 is a true and accurate
summary of file search reports (or equivalent reports under the laws of each relevant jurisdiction)
from (A) the Uniform Commercial Code filing offices, Personal Property Security Act filings offices
or Registrar of Companies (or equivalent filing offices or registrars under the laws of each
relevant jurisdiction) (collectively, “Filing Offices”) (i) in each jurisdiction identified in
Section 1(a), Section 2 or Section 3 with respect to each legal name and entity set forth in
Section 1 and (ii) in each jurisdiction described in
Schedule (1)(c) or Schedule 4
relating to any of the transactions described in Schedule (1)(c) or Schedule 4 with
respect to each legal name of the person or entity (or with respect to each such person or entity,
as applicable) from which each Loan Party purchased or otherwise acquired any of the Collateral and
(B) each filing officer or registrar (or equivalent thereof under the laws of each relevant
jurisdiction) in each real estate recording office or registrar (or equivalent thereof under the
laws of each relevant jurisdiction) identified on Schedule 8 with respect to real estate on
which Collateral consisting of fixtures is or is to be located. A true copy of each financing
statement, mortgage, charge, judgment, tax lien, bankruptcy, pending lawsuit or other filing
identified in such reports has been delivered to the Collateral Agent.


      6. Collateral Filings. The financing statements, mortgages, charges and other filings
(collectively, “Collateral Filings”), in each case, duly authorized by each Loan Party constituting
the debtor (or the equivalent thereof under the laws of each relevant jurisdiction), including the
indications of the collateral, attached as Schedule 6 relating to the applicable Security
Agreement or Mortgage or other applicable Security Document, are in the appropriate forms for
filing in the Filing Offices in the jurisdictions identified in Schedule 7 hereof.


      7. Schedule of Filings. Attached hereto as Schedule 7 is a schedule of (i) the
appropriate Filing Offices for the Collateral Filings attached hereto as Schedule 6 and
(ii) the appropriate Filing Offices for the filings described in Schedule 12(c) and (iii)
any other actions required to create, preserve, protect and perfect the security interests in the
Collateral granted to the Collateral Agent and/or the Lenders and other Secured Parties under the
Security Documents (other than the Mortgages) (the


-2-








 





“Pledged
Collateral”). No other filings or actions are required to create, preserve, protect and
perfect such security interests in the Pledged Collateral.



      8. Real Property. Attached hereto as Schedule 8(a) is a list of all real
property owned or leased by each Loan Party noting Mortgaged Property as of the Closing Date and
Filing Offices for Mortgages as of the Closing Date. Except as described on Schedule 8(b)
attached hereto, no Loan Party has entered into any leases, subleases, tenancies, franchise
agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor,
franchisor or grantor with respect to any of the real property described on Schedule 8(a)
and no Loan Party has any Leases which require the consent of the landlord, tenant or other party
thereto to the Transactions.



     
9. Termination Statements. Attached hereto as Schedule
9(a) are the duly authorized
termination statements (or equivalents thereof under the laws of each applicable jurisdiction) in
the appropriate form for filing in each applicable jurisdiction identified in Schedule 9(b)
hereto with respect to each Lien described therein.



      10. Equity Ownership and Other Equity Investments. Attached hereto as Schedule 10 is a
true and correct list of each of all of the authorized, and the issued and outstanding, stock,
shares, partnership interests, limited liability company membership interests or other equity
interests of each Loan Party and its Subsidiaries and the record and beneficial owners of such
stock, shares, partnership interests, limited liability company membership interests or other
equity interests, the number of shares or other equity interests owned by each such Loan Party or
Subsidiary and its percentage ownership, the number of shares or other equity interests
outstanding, the numbers of any certificate representing such stock, shares, partnership interests,
limited liability company membership interests or other equity interests, and the number of shares
or other equity interests covered by all outstanding options, warrants, rights of conversion or
purchase and similar rights in respect of any such stock, shares, partnership interests, limited
liability company membership interests or other equity interests. Set forth on Schedule 10 
is each equity investment of each Loan Party that represents 50% or less of the equity of the
entity in which such investment was made. Set forth on Schedule 10 is a true and correct
organizational structure chart with respect to the Loan Parties and their respective Subsidiaries
as of the date hereof.



     
11. Instruments and Tangible Chattel Paper; Advances. (a) Attached hereto as
Schedule 11(a) is a true and correct list of all promissory notes, instruments (other than checks to
be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper
and other evidence of
indebtedness held by each Loan Party as of July        , 2007, including all
intercompany notes between or among any two or more Companies.



      (b) Attached hereto as Schedule 11(b) is (i) a true and correct list of all
loans and advances made by any Company to any Company as of the date hereof, which advances will be
on and after the date hereof evidenced by one or more Intercompany Notes and, in the case of a loan
or advance by a Loan Party, pledged by such Loan Party as Collateral pursuant to the Security
Documents and (ii) a true and correct list of all unpaid intercompany transfers of goods sold and
delivered by or to any Company as of the date hereof.



     
12. Intellectual Property. (a) Attached hereto as Schedule 12(a) is a schedule setting
forth all Patents and Trademarks (each as defined in the U.S. Security Agreement; provided
that solely for purposes hereof, the references to “Pledgors” in such definitions shall be deemed
to be references to Loan Parties) and all licenses with respect to Patents and Trademarks of (or
licensed by) each Loan Party, including the name of the registered owner and the registration
number, or their equivalents in non-U.S. jurisdictions, if any, of each such Patent, Trademark and
license with respect to Patents and Trademarks



-3-









 





of (or
licensed by) each Loan Party. Attached hereto as Schedule 12(b) is a schedule
setting forth all Copyrights (as defined in the U.S. Security Agreement; provided that
solely for purposes hereof, the references to “Pledgors” in such definition shall be deemed to be
references to Loan Parties) and licenses with respect to Copyrights of (or licensed by) each Loan
Party, including the name of the registered owner and the registration number, or their equivalents
in non-U.S. jurisdictions, if any, of each such Copyright or license with respect to Copyrights of
(or licensed by) each Loan Party.



      (b) Attached hereto as Schedule 12(c) in proper form for filing with the United
States Patent and Trademark Office and United States Copyright Office, or their equivalents in
non-U.S. jurisdictions, if any, are the filings necessary to preserve, protect and perfect the
security interests in the Trademarks, Patents and Copyrights and licenses with respect to
Trademarks, Patents and Copyrights set forth on
Schedule 12(a)
and Schedule 12(b),
including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement
and the Copyright Security Agreement, as applicable.



      13. Commercial Tort Claims. Attached hereto as Schedule 13 is a true and
correct list of all Commercial Tort Claims (as defined in the U.S. Security Agreement) held by each
Loan Party, including a brief description thereof.



     
14. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as
Schedule 14 is a true and complete list of all Deposit Accounts, Securities Accounts and
Commodity Accounts (each as defined in the U.S. Security Agreement) maintained by each Loan Party,
including the name of each institution where each such account is held, the name and account number
of each such account and the name of each entity that holds each account.



      15. Letter-of-Credit Rights. Attached hereto as Schedule 15 is a true and
correct list of all Letters of Credit issued in favor of each Loan Party, as beneficiary
thereunder.



      16. Motor Vehicles. Attached hereto as Schedule 16 is a true and correct list
of all motor vehicles (covered by certificates of title or ownership) valued at over $50,000 and
owned by each Loan Party, and the owner and approximate value of such motor vehicles.



      17. No Change. The undersigned knows of no anticipated change in any of the
circumstances or with respect to any of the matters contemplated in Sections 1 through 16 of
this Perfection Certificate except as set forth on Schedule 17 hereto.



[The
remainder of this page has been intentionally left blank]




-4-









 





     IN
WITNESS WHEREOF, we have hereunto signed this Perfection
Certificate as of this
        day of July, 2007.



	 	 	 	 	 
	 	NOVELIS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EUROFOIL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS UK LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-5-









 








	 	 	 	 	 
	 	NOVELIS AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AV ALUMINUM INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS CAST HOUSE TECHNOLOGY LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260848 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260856 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-6-









 





	 	 	 	 	 
	 	NOVELIS UK LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS DEUTSCHLAND GMBH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SWITZERLAND SA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS TECHNOLOGY AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS ALUMINUM HOLDING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-7-









 





	 	 	 	 	 
	 	NOVELIS DO BRASIL LTDA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: 	 
	 




-8-











 





Schedule 1(a)




Legal Names, Etc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Federal Employer	 	 
	 	 	 	 	Registered Organization	 	 	 	Identification Number (or	 	 
	Legal Name	 	Type of Entity	 	(Yes/No)	 	Organizational
Numbera	 	equivalent)a	 	Jurisdiction of Organization
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 







 




			
	a	 	If none, so state.





-9-









 





Schedule 1(b)




Prior Organizational Names




	 	 	 	 	 
	Loan Party	 	Prior Name	 	Date of Change
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 





-10-









 





Schedule 1(c)




Changes in Identity; Other Names




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	List of All Other Names
	 	 	 	 	 	 	Date of	 	State of	 	Used During Past Five
	Loan Party	 	Name of Entity	 	Action	 	Action	 	Formation	 	Years
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 




[Add
Information required by Section 1 to the extent required by Section 1(c) of the
Perfection Certificate]




-11-









 





Schedule 2(a)




Chief Executive Offices




	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





-12-









 





Schedule 2(b)




Location of Books




	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





-13-









 





Schedule 2(c)




Other Places of Business




	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





-14-









 





Schedule 2(d)




 Additional Locations of Equipment and Inventory




	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





-15-









 





Schedule 2(e)




Locations of Collateral in Possession of Persons Other Than Any Loan Party




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name of Entity in	 	 	 	 	 	 	 	 
	 	 	Possession of	 	 	 	 	 	 	 	 
	 	 	Collateral/Capacity of	 	Address/Location of	 	 	 	 	 	 
	Loan Party	 	such Entity	 	Collateral	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 





-16-









 





Schedule 3




Prior Locations Maintained by Loan Parties




	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





-17-









 





Schedule 4




Transactions
Other Than in the Ordinary Course of Business




	 	 	 	 	 
	Loan Party	 	Description of Transaction Including Parties Thereto	 	Date of Transaction
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 








-18-









 





Schedule 5




File Search Reports




	 	 	 	 	 	 	 
	Loan Party	 	Search Report dated	 	Prepared by	 	Jurisdiction
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 





See attached.




-19-









 





Schedule 6




Copy of Collateral Filings To Be Filed




See attached.




-20-









 





Schedule 7




 Filings/Filing Offices




	 	 	 	 	 	 	 
	 	 	 	 	Applicable Security	 	 
	 	 	 	 	Document	 	 
	 	 	 	 	[Mortgage, Security	 	 
	Type
of Filinga	 	Entity	 	Agreement of Other]	 	Jurisdictions
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 







 




			
	a	 	UCC-1 financing statement, fixture filing, mortgage, intellectual property filing or other
necessary filing.





-21-









 





Schedule 8(a)




Real Property




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Owned or	 	Landlord/Owner	 	Description of
	Entity of Record	 	Location Address	 	Leased	 	if Leased	 	Lease Documents
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





-22-









 





Schedule 8(a)




Leases, Subleases, Tenancies, Franchise agreements, Licenses or Other Occupancy Arrangements




-23-









 





Schedule 9(a)



Attached hereto is a true copy of each termination statement filing duly acknowledged or otherwise
identified by the filing officer.




-24-









 





Schedule 9(b)




Termination Statement Filings




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Type of	 	 	 	Collateral
	 	 	 	 	Secured	 	Type of	 	Collateral Filing	 	Collateral	 	Filing
	Debtor	 	Jurisdiction	 	Party	 	Collateral	 	[UCC-1, etc.]	 	Filing Date	 	Number
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





-25-









 





Schedule 10




Equity Ownership and Other Equity Investments




1. Equity Ownership and other Equity Investments:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Record	 	 	 	 	 		 	 	 	No.
	 	 	 	 	 	 	Owner	 	 	 	No. of	 	No. of	 	 	 	Shares
	 	 	 	 		 	(Beneficial	 	 	 	Shares or	 	Shares or	 		 	Covered by
	Loan	 	 	 	Type of	 	Owner, if	 	Certificate	 	Interests	 	Interests	 	Percentage 	 	Warrants; 
	Party	 	Issuer	 	Organization	 	different)	 	No.	 	Owned	 	Outstanding	 	Ownership	 	Options
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





2.
Organizational Structure Chart:




See attached.




-26-









 





Schedule
11(a)




Instruments and Tangible Chattel Paper




1. Promissory Notes:




	 	 	 	 	 	 	 	 	 
	Entity	 	Principal Amount	 	Date of Issuance	 	Interest Rate	 	Maturity Date
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





2. Chattel Paper:




-27-









 





Schedule 11(b)




Advances




Intercompany Notes:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Principal	 	Date of	 	Maturity
	Noteholder	 	Obligor	 	Amount	 	Issuance	 	Date
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 





Unpaid Intercompany transfers of goods:




	 	 	 
	Companies	 	 
	(Advanced to/Advanced by)	 	Amount of Advances
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 






-28-











 





Schedule 12(a) 




Patents and Trademarks




UNITED STATES PATENTS:




Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 




Applications:




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 




Licenses:




	 	 	 	 	 	 	 
	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 	 	 





CANADIAN PATENTS:




Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 
	 	 	 	 	 	 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 
	 	 	 	 	 	 





-29-









 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 




[           ] PATENTS:



Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 
	 	 	 	 	 	 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 
	 	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 




UNITED STATES TRADEMARKS:




Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 
	 	 	 	 




Applications:




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 
	 	 	 	 





-30-









 




Licenses:




	 	 	 	 	 	 	 
	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	NUMBER	 	TRADEMARK
	 
	 	 	 	 	 	 




CANADIAN TRADEMARKS:




Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 
	 	 	 	 	 	 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 
	 	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	TRADEMARK
	 
	 	 	 	 	 	 	 	 




[           ] TRADEMARKS:



Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 
	 	 	 	 	 	 





-31-









 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 
	 	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	TRADEMARK
	 
	 	 	 	 	 	 	 	 





-32-









 





Schedule 12(b)




Copyrights




UNITED STATES COPYRIGHTS




Registrations:




	 	 	 	 	 
	OWNER	 	TITLE	 	REGISTRATION NUMBER
	 
	 	 	 	 




Applications:




	 	 	 
	OWNER	 	APPLICATION NUMBER
	 
	 	 




Licenses:




	 	 	 	 	 	 	 
	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 	 	 





CANADIAN COPYRIGHTS



Registrations:




	 	 	 	 	 	 	 
	OWNER	 	COUNTRY/STATE	 	TITLE	 	REGISTRATION NUMBER
	 
	 	 	 	 	 	 





Applications:




	 	 	 	 	 
	OWNER	 	COUNTRY/STATE	 	APPLICATION NUMBER
	 
	 	 	 	 





-33-









 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 





[           ] COPYRIGHTS




Registrations:




	 	 	 	 	 	 	 
	OWNER 	 	COUNTRY/STATE	 	TITLE	 	REGISTRATION NUMBER
	 
	 	 	 	 	 	 




Applications:




	 	 	 	 	 
	OWNER	 	COUNTRY/STATE	 	APPLICATION NUMBER
	 
	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 
	 	 	 	 	 	 	 	 





-34-









 





Schedule 12(c)




Intellectual Property Filings




-35-









 








Schedule 13 




Commercial Tort Claims




-36-









 








Schedule 14




 Deposit Accounts, Securities Accounts and Commodity Accounts




	 	 	 	 	 	 	 
	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	 
	 	 	 	 	 	 





-37-









 





Schedule 15 




Letter of Credit Rights




-38-









 








Schedule 16 




Motor Vehicles




-39-









 








Schedule 17




 Changes from Circumstances Described in Perfection Certificate




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EXHIBIT L-2




Form of

PERFECTION CERTIFICATE SUPPLEMENT




[See attached]




EXHIBIT L-2-1





 











 





EXHIBIT L-2




PERFECTION CERTIFICATE SUPPLEMENT




     This Perfection Certificate
Supplement, dated as of [     ], 200[ ] is delivered pursuant to Section 5.01(e) of that
Certain Credit Agreement, dated as of July [___], 2007 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among NOVELIS INC., a corporation formed under the Canada Business Corporations
Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto as borrowers, NOVELIS UK LTD, a limited
liability company incorporated under the laws of England and Wales with registered number 00279596,
and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC.,
a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such
term and each other capitalized term used but not defined herein having the meaning given to it in
the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank, as swingline
lender, as administrative agent for the Lenders, LASALLE BUSINESS CREDIT, LLC, as funding agent and
as collateral agent for the Secured Parties and the Issuing Bank, UBS LOAN FINANCE LLC, as
syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and THE CIT GROUP
BUSINESS CREDIT, INC., as documentation agent, ABN AMRO BANK N.V., Canada Branch, as Canadian
administrative agent, Canadian funding agent and Canadian issuing bank and ABN AMRO INCORPORATED
and UBS SECURITIES LLC, as joint lead arrangers and joint book-managers.



     The undersigned hereby certify to the Agents and each of the other Secured Parties that, as of
the date hereof, there has been no change in the information described in the Perfection
Certificate delivered on the Closing Date (as supplemented by any perfection certificate
supplements delivered prior to the date hereof, the “Prior Perfection Certificate”), other than as
follows:



     1. Names. (a) Except as listed on Schedule 1(a) attached hereto and
made a part hereof, (x) Schedule 1(a) to the Prior Perfection Certificate sets forth the
exact legal name of each Loan Party, as such name appears in its respective certificate or articles
of incorporation, memorandum or articles of association, or any other organizational document; (y)
each Loan Party is (i) the type of entity disclosed next to its name in Schedule 1(a) to
the Prior Perfection Certificate, (ii) organized under the laws of the jurisdiction disclosed next
to its name in Schedule 1(a) to the Prior Perfection Certificate and (iii) a registered
organization except to the extent disclosed in Schedule 1(a) to the Prior Perfection
Certificate; and (z) set forth in Schedule 1(a) to the Prior Perfection Certificate is the
organizational identification number, if any, of each Loan Party that is a registered organization,
the United States Federal Employer Identification Number (or equivalent under the laws of the
relevant jurisdiction of organization of such Loan Party) of each Loan Party.



     (b) Except as listed on Schedule 1(b) attached hereto and made a part hereof, set
forth in Schedule 1(b) of the Prior Perfection Certificate is any other corporate or
organizational names each
Loan Party has had in the past five years, together with the date of the relevant change.



     (c) Except as listed on Schedule 1(c) attached hereto and made a part hereof, set
forth in
Schedule 1(c) of the Prior Perfection Certificate is (i) a list of all other names
(including trade names or
similar appellations) used by each Loan Party, or any other business or organization to which
each Loan
Party became the successor by merger, consolidation, acquisition, change in form, nature or
jurisdiction



 









 




of organization or otherwise, at any time between July [___], 2002 and the date hereof and (ii) the
information required by Section 1 of this certificate for any other business or organization to
which each Loan Party became the successor by merger, consolidation, acquisition, change in form,
nature or jurisdiction of organization or otherwise, at any time between July [___], 2002 and the
date hereof. Except as set forth in Schedule 1(c) attached hereto and made a part hereof
and on Schedule 1(c) of the Prior Perfection Certificate, no Loan Party has changed its
jurisdiction of organization at any time during the past four months.




     2. Current Locations. (a) Except as listed on Schedule 2(a) attached hereto
and made a part hereof, the chief executive office of each Loan Party is located at the address set
forth in Schedule 2(a) of the Prior Perfection Certificate.



     (b) Except as listed on Schedule 2(b) attached hereto and made a part hereof, set
forth in Schedule 2(b) of the Prior Perfection Certificate are all locations where each
Loan Party maintains any books or records relating to any Collateral.



     (c) Except as listed on Schedule 2(c) attached hereto and made a part hereof, set
forth in Schedule 2(c) of the Prior Perfection Certificate are all the other places of
business of each Loan Party.



     (d) Except as listed on Schedule 2(d) attached hereto and made a part hereof, set
forth in
Schedule 2(d) of the Prior Perfection Certificate are all other locations where each
Loan Party maintains
any of the Collateral consisting of inventory or equipment not identified above.



     (e) Except as listed on Schedule 2(e) attached hereto and made a part hereof, set
forth in Schedule 2(e) of the Prior Perfection Certificate are the names and addresses of
all persons or entities other than each Loan Party, such as lessees, consignees, warehousemen or
purchasers of chattel paper, which have possession or are intended to have possession of any of the
Collateral consisting of instruments, chattel paper, inventory or equipment.



     3. [Intentionally omitted].



     4. Extraordinary Transactions. Except for those purchases, acquisitions and other
transactions described on Schedule 4 attached hereto and on Schedule 4 to the Prior
Perfection Certificate,, all of the Collateral has been originated by each Loan Party in the
ordinary course of business or consists of goods which have been acquired by such Loan Party in the
ordinary course of business from a person in the business of selling goods of that kind.



     5. [Intentionally omitted].



     6. Collateral Filings. Except as listed on Schedule 6 attached hereto and made
a part
hereof, the financing statements, mortgages, charges and other filings (collectively,
“Collateral Filings”),
in each case, duly authorized by each Loan Party constituting the debtor (or the equivalent
thereof under
the laws of each relevant jurisdiction), including the indications of the collateral relating
to the applicable
Security Agreement or the applicable Mortgage or other applicable Security Document, are set
forth in
Schedule 6 of the Prior Perfection Certificate and are in the appropriate forms for
filing in the filing offices in the jurisdictions identified in Schedule 7 hereto and thereto.



     7. Schedule of Filings. Except as listed on Schedule 7 attached hereto and
made a part
hereof, attached to the Prior Perfection Certificate as Schedule 7 is a schedule of
(i) the appropriate filing
offices for the Collateral Filings attached hereto and thereto as Schedule 6 and (ii)
the appropriate filing



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offices for the filings described in Schedule 12 hereto and thereto and (iii) any other
actions required to create, preserve, protect and perfect the security interests in the Collateral
granted to the Collateral Agent and/or the Lenders and other Secured Parties under the Security
Documents (other than the Mortgages) (the “Pledged Collateral”). No other filings or actions are
required to create, preserve, protect and perfect such security interests in the Pledged
Collateral.




     8. Real Property. Except as listed on Schedule 8(a) attached hereto and made a
part hereof,
Schedule 8(a) to the Prior Perfection Certificate is a list of all real property owned
or leased by each Loan
Party noting Mortgaged Property as of the Closing Date and filing offices for Mortgages as of
the Closing
Date. Except as described on Schedule 8(b) attached hereto, no Loan Party has entered
into any leases,
subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner,
lessor,
sublessor, licensor, franchisor or grantor with respect to any of the real property described
on Schedule 8(a) or Schedule 8(a) of the Prior Perfection Certificate, other than those
listed on Schedule 8(b) of the
Prior Perfection Certificate, and no Loan Party has any Leases which require the consent of
the landlord,
tenant or other party thereto to the Transactions.



     9. Termination Statements. Except as listed on Schedule 9(a) attached hereto and made
a part hereof, Schedule 9(a) to the Prior Perfection Certificate sets forth the duly
authorized termination
statements (or equivalents thereof under the laws of each applicable jurisdiction) in the
appropriate form
for filing in each applicable jurisdiction identified in Schedule 9(b) hereto and
thereto with respect to
each Lien described therein.



     10. Equity Ownership and Other Equity Investments. Except as listed on Schedule
10(a) attached hereto and made a part hereof, Schedule 10(a) to the Prior Perfection
Certificate is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, shares,
partnership interests, limited liability company membership interests or other equity interests of each Loan
Party and its
Subsidiaries and the record and beneficial owners of such stock, shares, partnership
interests, limited liability company membership interests or other equity interests, the number of shares or other
equity interests owned by each such Loan Party or Subsidiary and its percentage ownership, the number of
shares or
other equity interests outstanding, the numbers of any certificate representing such stock,
shares, partnership interests, limited liability company membership interests or other equity interests, and
the number of shares or other equity interests covered by all outstanding options, warrants, rights of
conversion or purchase and similar rights in respect of any such stock, shares, partnership interests, limited
liability company membership interests or other equity interests. Except as set forth on Schedule
10(b) attached
hereto and made a part hereof, Schedule 10(b) to the Prior Perfection Certificate sets
forth each equity
investment of each Loan Party that represents 50% or less of the equity of the entity in which
such investment was made. Except as set forth on Schedule 10 attached hereto and made a part
hereof, set forth
on Schedule 10 to the Prior Perfection Certificate is a true and correct
organizational structure chart with
respect to the Loan Parties and their respective Subsidiaries as of the date hereof.



     11. Instruments and Tangible Chattel Paper; Advances. (a) Except as listed on
Schedule 11(a) attached hereto and made a part hereof, Schedule 11(a) to the Prior
Perfection Certificate is a true
and correct list of all promissory notes, instruments (other than checks to be deposited in
the ordinary
course of business), tangible chattel paper, electronic chattel paper and other evidence of
indebtedness
held by each Loan Party as of July       , 2007, including all intercompany notes between or among any
two
or more Companies.



     (b) Except as listed on Schedule 11(b) attached hereto and made a part hereof,
Schedule 11(b) to the Prior Perfection Certificate is (i) a true and correct list of all
loans and advances made by any Company to any Company as of the date hereof, which advances will be
on and after the date hereof



-3-









 







evidenced by one or more Intercompany Notes and, in the case of a loan or advance by a Loan Party,
pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) a true and
correct list of all unpaid intercompany transfers of goods sold and delivered by or to any Company
as of the date hereof.



     12. Intellectual Property. (a) Except as listed on Schedule 12(a) attached
hereto and made a
part hereof, Schedule 12(a) to the Prior Perfection Certificate is a schedule setting
forth all of each Loan Party’s Patents and Trademarks (each as defined in the U.S. Security Agreement;
provided that solely for
purposes hereof, the references to “Pledgors” in such definitions shall be deemed to be
references to Loan
Parties) and all licenses with respect to Patents and Trademarks of (or licensed by) each Loan
Party, including the name of the registered owner and the registration number, or their equivalents in
non-U.S.
jurisdictions, if any, of each such Patent, Trademark and license with respect to Patents and
Trademarks
of (or licensed by) each Loan Party. Except as listed on Schedule 12(b) attached
hereto and made a part
hereof, Schedule 12(b) to the Prior Perfection Certificate is a schedule setting forth all
Copyrights (as
defined in the U.S. Security Agreement; provided that solely for purposes hereof, the
references to
“Pledgors” in such definition shall be deemed to be references to Loan Parties) and licenses
with respect
to Copyrights of (or licensed by) each Loan Party, including the name of the registered owner
and the registration number, or their equivalents in non-U.S. jurisdictions, if any, of each such
Copyright or license
with respect to Copyrights of (or licensed by) each Loan Party.



     (b) Except as listed on Schedule 12(c) attached hereto and made a part hereof,
attached to the Prior Perfection Certificate as Schedule 12(c) in proper form for filing
with the United States Patent and Trademark Office and United States Copyright Office, or their
equivalents in non-U.S. jurisdictions, if any, are the filings necessary to preserve, protect and
perfect the security interests in the Trademarks, Patents and Copyrights and licenses with respect
to Trademarks, Patents and Copyrights set forth on Schedule 12(a) and Schedule
I2(b) hereto and thereto, including duly signed copies of each of the Patent Security
Agreement, Trademark Security Agreement and the Copyright Security Agreement, as applicable.



     13. Commercial Tort Claims. Except as listed on Schedule 13 attached hereto
and made a
part hereof, attached to the Prior Perfection Certificate as Schedule 13 is a true and
correct list of all
Commercial Tort Claims (as defined in the Security Agreement) held by each Loan Party,
including a
brief description thereof.



     14. Deposit Accounts, Securities Accounts and Commodity Accounts. Except as listed on
Schedule 14 attached hereto and made a part hereof, attached to the Prior Perfection
Certificate as
Schedule 14 is a true and complete list of all Deposit Accounts, Securities Accounts
and Commodity Accounts (each as defined in the U.S. Security Agreement) maintained by each Loan Party,
including the
name of each institution where each such account is held, the name of each such account and
the name
and account number of each entity that holds each account.



     15. Letter-of-Credit Rights. Except as listed on Schedule 15 attached hereto
and made a part
hereof, attached to the Prior Perfection Certificate as Schedule 15 is a true and
correct list of all Letters of
Credit issued in favor of each Loan Party, as beneficiary thereunder.



     16. Motor Vehicles. Except as listed on Schedule 16 attached hereto and made a
part hereof, attached to the Prior Perfection Certificate as Schedule 16 is a true and
correct list of all motor vehicles (covered by certificates of title or ownership) valued at over
$50,000 and owned by each Loan Party, and the owner and approximate value of such motor vehicles.



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     17. No Change. The undersigned knows of no anticipated change in any of the
circumstances or with respect to any of the matters contemplated in Sections 1 through 16 of this
Perfection Certificate Supplement except as set forth on Schedule 17 hereto.



[The remainder of this page has been intentionally left blank]



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     IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate Supplement as
of this ___ day of July, 2007.



	 	 	 	 	 
	 	NOVELIS CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EUROFOIL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS, INC.

 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS UK LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	AV ALUMINUM INC.	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS CAST HOUSE TECHNOLOGY LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260848 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260856 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS UK LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS DEUTSCHLAND GMBH

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SWITZERLAND SA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	NOVELIS TECHNOLOGY AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS ALUMINUM HOLDING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS DO BRASIL LTDA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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Schedule 1(a)




Legal
Names, Etc.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Federal Employer	 	 
	 	 	 	 	Registered Organization	 	 	 	Identification Number (or	 	 
	Legal Name	 	Type of Entity	 	(Yes/No)	 	Organizational Numbera	 	equivalent)a	 	Jurisdiction of Organization
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 







 




			
	a	 	If none, so state.





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Cahill Gordon & Reindel LLP




Schedule 1(b)




Prior Organizational Names




	 	 	 	 	 
	Loan Party	 	Prior Name	 	Date of Change
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 





 









 





Schedule 1(c) 




Changes in Identity; Other Names




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	List of All Other Names
	 	 	 	 	 	 	Date of	 	State of	 	Used During Past Five
	Loan Party	 	Name of Entity	 	Action	 	Action	 	Formation	 	Years
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 




[Add Information required by Section 1 to the extent required by Section l(c) of the Perfection
Certificate Supplement]




 









 





Schedule 2(a) 




Chief Executive Offices




	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 





 









 





Schedule 2(b)




Location of Books




	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






 











 




Schedule 2(c) 


Other Places of Business



	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 





 








 




Schedule 2(d) 


Additional Locations of Equipment and Inventory



	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	County	 	State	 	Country
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 





 








 




Schedule 2(e) 


Locations of Collateral in Possession of Persons Other Than Any Loan Party



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name of Entity in	 	 	 	 	 	 	 	 
	 	 	Possession of	 	 	 	 	 	 	 	 
	 	 	Collateral/Capacity of	 	Address/Location of	 	 	 	 	 	 
	Loan Party	 	such Entity	 	Collateral	 	County	 	State	 	Country
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





 








 






Schedule 4




Transactions Other Than in the Ordinary Course of Business




	 	 	 	 	 
	Loan Party	 	Description of Transaction Including Parties Thereto	 	Date of Transaction
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 





 









 






Schedule 6




Copy of Collateral Filings To Be Filed




See attached.




 









 




Schedule 7


Filings/Filing Offices



	 	 	 	 	 	 	 
	 	 	 	 	Applicable Security	 	 
	 	 	 	 	Document	 	 
	 	 	 	 	[Mortgage, Security	 	 
	Type of Filinga	 	Entity	 	Agreement or Other]	 	Jurisdictions
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 






 



			
	a	 	UCC-1 financing statement, fixture filing, mortgage, intellectual
property filing or other necessary filing.



 








 




Schedule 8(a)


Real Property



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Owned or	 	Landlord/Owner	 	Description of
	Entity of Record	 	Location Address	 	Leased	 	if Leased	 	Lease Documents
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 





 








 




Schedule 8(b)


Leases, Subleases, Tenancies, Franchise agreements, Licenses or Other Occupancy Arrangements


 








 





Schedule 9(a)



Attached hereto is a true copy of each termination statement filing duly acknowledged or otherwise
identified by the filing officer.




 









 




Schedule 9(b)


Termination Statement Filings



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Collateral
	 	 	 	 	 	 	Type of Collateral	 	Collateral	 	Filing
	Debtor	 	Jurisdiction	 	Secured Party	 	Filing [UCC-1, etc.]	 	Filing Date	 	Number
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 





 








 





Schedule 10


Equity Ownership and Other Equity Investments


1. Equity Ownership and other Equity Investments:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	
	 	 	 	 	 	 	Record	 	 	 	 	 		 	 	 	No.
	 	 	 	 	 	 	Owner	 	 	 	No. of	 	No. of	 	 	 	Shares
	 	 	 	 		 	(Beneficial	 	 	 	Shares or	 	Shares or	 		 	Covered
	Loan	 	 	 	Type of	 	Owner, if	 	Certificate	 	Interests	 	Interests	 	 	 	By Warrants;
	Party	 	Issuer	 	Organization	 	different)	 	No.	 	Owned	 	Outstanding	 	Percentage Ownership	 	Options
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





2. Organizational Structure Chart:


See attached.


 








 




Schedule 11(a) 


Instruments and Tangible Chattel Paper


1. Promissory Notes:



	 	 	 	 	 	 	 	 	 
	Entity	 	Principal Amount	 	Date of Issuance	 	Interest Rate	 	Maturity Date
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 





2. Chattel Paper:


 








 




Schedule 11(b)


Advances


Intercompany Notes:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Principal	 	Date of	 	Maturity
	Noteholder	 	Obligor	 	Amount	 	Issuance	 	Date
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 





Unpaid Intercompany transfers of goods:



	 	 	 
	Companies	 	 
	(Advanced to/Advanced by)	 	Amount of Advances
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 








 






Schedule 12(a)




Patents and Trademarks



UNITED STATES PATENTS:



Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 




Applications:




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 
	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 	 	 





CANADIAN PATENTS:



Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 	 	 	 	 	 	 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 	 	 	 	 	 	 





 









 





Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 	 	 	 	 





[          ] PATENTS:



Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 	 	 	 	 	 	 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	DESCRIPTION
	 	 	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 	 	 	 	 





UNITED STATES TRADEMARKS:



Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 	 	 	 	 




Applications:




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 	 	 	 	 





 









 





Licenses:




	 	 	 	 	 	 	 
	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	NUMBER	 	TRADEMARK
	 	 	 	 	 	 	 





CANADIAN TRADEMARKS:



Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 	 	 	 	 	 	 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 	 	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	TRADEMARK
	 	 	 	 	 	 	 	 	 





[          ] TRADEMARKS:



Registrations:




	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 	 	 	 	 	 	 




Applications:




	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	COUNTRY/STATE	 	TRADEMARK
	 	 	 	 	 	 	 





 









 





Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	TRADEMARK
	 	 	 	 	 	 	 	 	 





 









 






Schedule 12(b)




Copyrights




UNITED STATES COPYRIGHTS



Registrations:




	 	 	 	 	 
	OWNER	 	TITLE	 	REGISTRATION NUMBER
	 	 	 	 	 




Applications:




	 	 	 
	OWNER	 	APPLICATION NUMBER
	 	 	 




Licenses:




	 	 	 	 	 	 	 
	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 	 	 





CANADIAN COPYRIGHTS



Registrations:




	 	 	 	 	 	 	 
	OWNER	 	COUNTRY/STATE	 	TITLE	 	REGISTRATION NUMBER
	 	 	 	 	 	 	 




Applications:




	 	 	 	 	 
	OWNER	 	COUNTRY/STATE	 	APPLICATION NUMBER
	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 	 	 	 	 





 









 






[          ] COPYRIGHTS



Registrations:




	 	 	 	 	 	 	 
	OWNER	 	COUNTRY/STATE	 	TITLE	 	REGISTRATION NUMBER
	 	 	 	 	 	 	 




Applications:




	 	 	 	 	 
	OWNER	 	COUNTRY/STATE	 	APPLICATION NUMBER
	 	 	 	 	 




Licenses:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 
	 	 	 	 	 	 	APPLICATION	 	 
	LICENSEE	 	LICENSOR	 	COUNTRY/STATE	 	NUMBER	 	DESCRIPTION
	 	 	 	 	 	 	 	 	 





 









 






Schedule 12(c)




Intellectual Property Filings




 









 





Schedule 13




Commercial Tort Claims




 









 





Schedule 14




Deposit Accounts, Securities Accounts and Commodity Accounts




	 	 	 	 	 	 	 
	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	 	 	 	 	 	 	 





 









 






Schedule 15




Letter of Credit Rights




 









 





Schedule 16




Motor Vehicles




 









 





Schedule 17




Changes from Circumstances Described in Perfection Certificate




 









 




EXHIBIT M-1


Form of

U.S. SECURITY AGREEMENT


[See attached]


EXHIBIT M-1-1


 








 



 




EXECUTION VERSION





 





SECURITY AGREEMENT




made by




NOVELIS INC.,

as Canadian Borrower,




NOVELIS CORPORATION

NOVELIS PAE CORPORATION,

NOVELIS FINANCES USA LLC,

NOVELIS SOUTH AMERICA HOLDINGS LLC,

ALUMINUM UPSTREAM HOLDINGS LLC,

as U.S. Borrowers




and




THE GUARANTORS FROM TIME TO TIME PARTY HERETO




in favor of




LASALLE BUSINESS CREDIT, LLC,

as Collateral Agent




 






Dated as
of July 6, 2007





 










 



 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	PREAMBLE
	 	 	1	 
	 
	 	 	 	 
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	AGREEMENT
	 	 	2	 
	 
	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INTERPRETATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.1. DEFINITIONS
	 	 	2	 
	SECTION 1.2. INTERPRETATION
	 	 	9	 
	SECTION 1.3. RESOLUTION OF DRAFTING AMBIGUITIES
	 	 	9	 
	SECTION 1.4. PERFECTION CERTIFICATE
	 	 	10	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	GRANT OF SECURITY AND SECURED OBLIGATIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 2.1. GRANT OF SECURITY INTEREST
	 	 	10	 
	SECTION 2.2. FILINGS
	 	 	11	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
	 	 	 	 
	USE OF PLEDGED COLLATERAL
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.1. DELIVERY OF CERTIFICATED SECURITIES COLLATERAL
	 	 	12	 
	SECTION 3.2. PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL
	 	 	12	 
	SECTION 3.3. FINANCING STATEMENTS AND OTHER FILINGS;
MAINTENANCE OF PERFECTED SECURITY INTEREST
	 	 	13	 
	SECTION 3.4. OTHER ACTIONS
	 	 	13	 
	SECTION 3.5. JOINDER OF ADDITIONAL GUARANTORS
	 	 	16	 
	SECTION 3.6. SUPPLEMENTS; FURTHER ASSURANCES
	 	 	17	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1. TITLE
	 	 	17	 
	SECTION 4.2. VALIDITY OF SECURITY INTEREST
	 	 	18	 




-i-








 



 


	 	 	 	 	 
	 	 	Page	 
	SECTION 4.3. DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED
COLLATERAL
	 	 	18	 
	SECTION 4.4. OTHER FINANCING STATEMENTS
	 	 	18	 
	SECTION 4.5. INVENTORY AND EQUIPMENT
	 	 	18	 
	SECTION 4.6. DUE AUTHORIZATION AND ISSUANCE
	 	 	19	 
	SECTION 4.7.
CONSENTS, ETC.
	 	 	19	 
	SECTION 4.8. PLEDGED COLLATERAL
	 	 	19	 
	SECTION 4.9. INSURANCE
	 	 	19	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
	 	 	 	 
	 
	 	 	 	 
	SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL
	 	 	20	 
	SECTION 5.2.
VOTING RIGHTS; DISTRIBUTIONS; ETC.
	 	 	20	 
	SECTION 5.3.
DEFAULTS, ETC.
	 	 	21	 
	SECTION 5.4. ORGANIZATIONAL DOCUMENTS
	 	 	21	 
	SECTION 5.5. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND
HOLDERS OF EQUITY INTERESTS
	 	 	22	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	CERTAIN PROVISIONS CONCERNING INTELLECTUAL
	 	 	 	 
	PROPERTY COLLATERAL
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE
	 	 	22	 
	SECTION 6.2. PROTECTION AND MAINTENANCE OF INTELLECTUAL
PROPERTY COLLATERAL
	 	 	22	 
	SECTION 6.3. AFTER-ACQUIRED PROPERTY
	 	 	23	 
	SECTION 6.4. LITIGATION
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	CERTAIN PROVISIONS CONCERNING RECEIVABLES
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.1. MAINTENANCE OF RECORDS
	 	 	24	 
	SECTION 7.2.
MODIFICATION OF TERMS, ETC.
	 	 	24	 
	SECTION 7.3. COLLECTION
	 	 	25	 
	SECTION 7.4. LEGEND
	 	 	25	 
	SECTION 7.5. SPECIAL REPRESENTATIONS AND WARRANTIES AND
COVENANTS
	 	 	25	 




-ii-








 



 


	 	 	 	 	 
	 	 	Page	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	TRANSFERS
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL
	 	 	26	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	REMEDIES
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.1. REMEDIES
	 	 	26	 
	SECTION 9.2. NOTICE OF SALE
	 	 	28	 
	SECTION 9.3. WAIVER OF NOTICE AND CLAIMS
	 	 	28	 
	SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL
	 	 	28	 
	SECTION 9.5.
NO WAIVER; CUMULATIVE REMEDIES
	 	 	30	 
	SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL
PROPERTY
	 	 	30	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	APPLICATION OF PROCEEDS
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.1. APPLICATION OF PROCEEDS
	 	 	30	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.1. CONCERNING COLLATERAL AGENT
	 	 	31	 
	SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT
APPOINTED ATTORNEY-IN-FACT
	 	 	32	 
	SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT
	 	 	32	 
	SECTION 11.4. TERMINATION; RELEASE
	 	 	33	 
	SECTION 11.5. MODIFICATION IN WRITING
	 	 	33	 
	SECTION 11.6. NOTICES
	 	 	33	 
	SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE
OF PROCESS; WAIVER OF JURY TRIAL
	 	 	33	 
	SECTION 11.8. SEVERABILITY OF PROVISIONS
	 	 	33	 
	SECTION 11.9. EXECUTION IN COUNTERPARTS
	 	 	33	 
	SECTION 11.10. BUSINESS DAYS
	 	 	34	 
	SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION
	 	 	34	 
	SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT
	 	 	34	 
	SECTION 11.13. NO RELEASE
	 	 	34	 
	SECTION 11.14. OBLIGATIONS ABSOLUTE
	 	 	34	 
	SECTION 11.15. INTERCREDITOR AGREEMENT GOVERNS
	 	 	35	 
	SECTION
11.16. DELIVERY OF COLLATERAL
	 	 	35	 




-iii-








 



 


	 	 	 	 	 
	 	 	Page	 
	SECTION 11.17. MORTGAGES
	 	 	35	 
	SECTION 11.18. CONFLICTS
	 	 	35	 
	 
	 	 	 	 
	SIGNATURES
	 	 	S-1	 
	 
	 	 	 	 
	EXHIBIT 1 Form of Issuer’s Acknowledgment
	 	 	 	 
	EXHIBIT 2 Form of Securities Pledge Amendment
	 	 	 	 
	EXHIBIT 3 Form of Joinder Agreement
	 	 	 	 
	EXHIBIT 4 Form of Copyright Security Agreement
	 	 	 	 
	EXHIBIT 5 Form of Patent Security Agreement
	 	 	 	 
	EXHIBIT 6 Form of Trademark Security Agreement
	 	 	 	 
	EXHIBIT 7 Form of Bailee Letter
	 	 	 	 





-iv-








 



 




SECURITY AGREEMENT




          This SECURITY AGREEMENT, dated as of July 6, 2007 (as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the provisions hereof,
this “Agreement”), made by NOVELIS INC., a corporation formed under the Canada Business
Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation,
NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS FINANCES USA LLC, a Delaware limited
liability company (“Novelis Finances”), NOVELIS SOUTH AMERICA HOLDINGS LLC, a Delaware
limited liability company (“Novelis South”), ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware
limited liability company (“Aluminum Upstream” and, together with Novelis Corporation,
Novelis PAE, Novelis Finances and Novelis South, the “U.S. Borrowers”), and the Guarantors
from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors
(the Canadian Borrower, the U.S. Borrowers, together with the Guarantors, in such capacities and
together with any successors in such capacities, the “Pledgors”, and each, a
“Pledgor”), in favor of LASALLE BUSINESS CREDIT, LLC, in its capacity as collateral agent
pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any
successors in such capacity, the “Collateral Agent”).




R E C I T A L S:




          A. The U.S. Borrowers, Novelis, Inc., a corporation formed under the Canada Business
Corporations Act, Novelis UK Limited, a limited liability company incorporated under the laws of
England and Wales with registered number 00279596, Novelis AG, a stock corporation (AG) organized
under the laws of Switzerland, AV Aluminum Inc., a corporation formed under the Canada Business
Corporations Act, and the other Loan Parties from time to time party thereto, the Lenders from time
to time party thereto, ABN AMRO BANK N.V., as U.S./European Issuing Bank, U.S. Swingline Lender and
Administrative Agent, LaSalle Business Credit, LLC, as Collateral Agent and Funding Agent, ABN AMRO
BANK N.V., acting through its Canadian branch, as Canadian Issuing Bank, Canadian Funding Agent and
as Canadian Administrative Agent, and the other parties thereto have, in connection with the
execution and delivery of this Agreement, entered into that certain Credit Agreement, dated as of
July 6, 2007 (as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”; which term shall also include and refer to any increase in
the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the
Credit Agreement (whether under a bank facility, securities offering or otherwise) or one or more
successor or replacement facilities whether or not with a different group of agents or lenders
(whether under a bank facility, securities offering or otherwise) and whether or not with different
obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor
Credit Agreement).




          B. Each Guarantor has, pursuant to the Credit Agreement, unconditionally guaranteed the
Secured Obligations.




          C. Each Guarantor will receive substantial benefits from the execution, delivery and
performance of the obligations under the Credit Agreement and the other Loan Documents and each is,
therefore, willing to enter into this Agreement.




          D. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of
the Secured Parties to secure the payment and performance of all of the Secured Obligations.










 



 


 -2- 




          F. It is a condition to (i) the obligations of the Lenders to make the Loans and other Credit
Extensions under the Credit Agreement and (ii) the obligations of each Issuing Bank to issue
Letters of Credit that each Pledgor execute and deliver the applicable Loan Documents, including
this Agreement.




A
G R E E M E N T:




          NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the
Collateral Agent hereby agree as follows:




ARTICLE I




DEFINITIONS AND INTERPRETATION




          SECTION 1.1. Definitions.




          (a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein
that are defined in the UCC shall have the meanings assigned to them in the UCC; provided
that in any event, the following terms shall have the meanings assigned to them in the UCC:




          “Accounts”;
 “Bank”; “Chattel Paper”; “Commercial Tort Claim”;
“Commodity Account”; “Commodity Contract”; “Commodity Intermediary”;
“Documents”; “Electronic Chattel Paper”; “Entitlement Order”;
“Equipment”; “Financial Asset”;
“Fixtures”; “Goods”,
“Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”;
“Money”; “Payment Intangibles”; “Proceeds”; “ Records”;
“Securities Account”; “Securities Entitlement”; “Securities Intermediary”;
“Supporting Obligations”; and “Tangible Chattel Paper.”




          (b) Capitalized terms used but not otherwise defined herein that are defined in the Credit
Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.03, 1.04 and
1.05 of the Credit Agreement shall apply herein mutatis mutandis.




          (c) The following terms shall have the following meanings:




          “Account Debtor” shall mean each person who is obligated on a Receivable or
Supporting Obligation related thereto.




          “Agreement” shall have the meaning assigned to such term in the Preamble
hereof.




          “Bankruptcy Code” shall mean Title 11 of the United States Code entitled
“Bankruptcy”, as now and hereinafter in effect, or any successor statute.




          “Bailee Letter” shall be an agreement in form substantially similar to Exhibit
7 hereto or in such other form and substance reasonably satisfactory to the Collateral Agent.




          “Canadian Borrower” shall have the meaning assigned to such term in the Preamble
hereof.










 



-3-




          “Collateral Agent” shall have the meaning assigned to such term in the
Preamble hereof.




          “Collateral Report” means any certificate (including any Borrowing Base Certificate),
report or other document delivered by any Pledgor to any Agent with respect to the Pledged
Collateral pursuant to any Loan Document.




          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated
or otherwise securing any Pledged Collateral and shall include any security agreement or other
agreement granting a lien or security interest in such real or personal property.




          “Commodity Account Control Agreement” shall mean a control agreement in a form that
is reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control
with respect to any Commodity Account.




          “Contracts” shall mean, collectively, with respect to each Pledgor, the Acquisition
Documents, all sale, service, performance, equipment or properly lease contracts, licenses,
agreements and grants and all other contracts, licenses, agreements or grants (in each case,
whether written or oral, or third party or intercompany), between such Pledgor and any third
party, and all assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof.




          “Control” shall mean (i) in the case of each Deposit Account, “control”, as such term
is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control”,
as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity
Contract, “control”, as such term is defined in Section 9-106 of the UCC.




          “Control Agreements” shall mean, collectively, the Deposit Account Control Agreement,
the Securities Account Control Agreement and the Commodity Account Control Agreement.




          “Copyrights” shall mean, collectively, all copyrights (whether statutory or common
law, whether established, registered or recorded in the United States or any other country or any
political subdivision thereof, whether registered or unregistered and whether published or
unpublished) and all mask works (as such term is defined in 17 U.S.C.
Section 901, et seq.),
together with any and all (i) copyright registrations and applications, (ii) rights and privileges
arising under applicable law with respect to such copyrights, (iii) renewals and extensions
thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or
hereafter due and/or payable with respect thereto, including damages and payments for past,
present or future infringements or other violations thereof, (v) rights corresponding thereto
throughout the world and (vi) rights to sue for past, present or future infringements thereof.




          “Copyright Security Agreement” shall mean an agreement substantially in the form of
Exhibit 4 hereto.




          “Credit Agreement” shall have the meaning assigned to such term in
Recital A hereof.




          “Deposit Account Control Agreement” shall mean an agreement in form and substance
reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with
respect to any Deposit Account.










 



-4-


          “Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all
“deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account
and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash,
funds, checks, notes and instruments from time to time on deposit in any of the accounts or
sub-accounts described in clause (i) of this definition.




          “Discharge of Term Loan Obligations” shall have the meaning assigned to such term in
the Intercreditor Agreement.




          “Distributions” shall mean, collectively, with respect to each Pledgor, all
dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or
principal, income, interest, profits and other property, interests (debt or equity) or proceeds,
including as a result of a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to such Pledgor in
respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.




          “Excluded Commodities Accounts” shall mean Commodities Accounts with Investment
Property or other property held in or credited to such Commodities Accounts with an aggregate value
of less than $1,000,000 at any time with respect to any particular Commodities Account and less
than $2,500,000 at any time in the aggregate for all such Commodities Accounts.




          “Excluded Deposit Accounts” shall mean (i) Deposit Accounts used solely to fund
payroll, payroll taxes and similar employment taxes or employee benefits in the ordinary course of
business and (ii) Deposit Accounts with an amount on deposit of less than $1,000,000 at any time
with respect to any particular Deposit Account and less than $2,500,000 at any time in the
aggregate for all such Deposit Accounts; provided that notwithstanding the foregoing, no
Deposit Account of a Borrowing Base Loan Party shall be an Excluded Deposit Account unless it is
permitted to exist outside of the Cash Management System pursuant to
Section 9.01(d) of the
Credit Agreement.




          “Excluded Securities Accounts” shall mean (i) Securities Accounts with Investment
Property or other property held in or credited to such Securities Accounts with an aggregate value
of less than $10,000,000 at any time in the aggregate for all such Securities Accounts and (ii)
Securities Accounts with property held in or credited to such Securities Accounts consisting
solely of the Equity Interests of Aluminum Company of Malaysia Berhard (Malaysia).




          “Excluded Property” shall mean





     (a) any permit or license issued by a Governmental Authority to any Pledgor or any
agreement to which any Pledgor is a party, in each case, only to the extent and for so long
as the terms of such permit, license or agreement or any Requirement of Law applicable
thereto, validly prohibit the creation by such Pledgor of a security interest in such
permit, license or agreement in favor of the Collateral Agent (after giving effect to
Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or
provisions) or any other applicable law (including the Bankruptcy Code) or principles of
equity),




     (b) any “Venture Interests” as defined in the Joint Venture Agreement, dated January
18, 1985, between Arco Logan Inc. and Alcan Aluminum Corporation, as such Joint Venture
Agreement may have been amended prior to January 7, 2005, and any Equity Interest in any
other joint ventures to the extent the terms of the applicable joint venture agreement
validly prohibit the









 



-5-



creation by the applicable Pledgor of a security interest in such other Equity Interests in
favor of the Collateral Agent, but only to the extent and for so long as (i) the terms of
the applicable agreement prohibit the creation by the applicable Pledgor of a security
interest in such “Venture Interests” or other Equity Interests in favor of the Collateral
Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or
any successor provision or provisions) or any other applicable law (including the Bankruptcy
Code) or principles of equity) and (ii) such prohibition is permitted by Section 6.19 of the
Credit Agreement,




     (c) any property owned by any Pledgor on the date hereof or hereafter acquired that is
subject to a Lien securing a Purchase Money Obligation or Capital Lease Obligation permitted
to be incurred pursuant to the provisions of the Credit Agreement if the contract or other
agreement in which such Lien is granted (or the documentation providing for such Purchase
Money Obligation or Capital Lease Obligation) validly prohibits the creation of any other
Lien on such property,




     (d) any United States trademark or service mark application filed on the basis of a
Pledgor’s intent-to-use such mark, in each case, unless and until evidence of the use of
such trademark in interstate commerce is submitted to and accepted by the United States
Patent and Trademark Office, and




     (e) any Equity Interests of Novelis de Mexico, S.A. de C.V. so long as (i) such
Subsidiary is an Excluded Collateral Subsidiary and (ii) the pledge of or grant of a
security interest in the Equity Interests of such Subsidiary pursuant hereto would
constitute an investment of earnings in United States property under Section 956 (or a
successor provision) of the Code, which investment would or could reasonably be expected to
trigger an increase in the net income of a United States shareholder of such Subsidiary
pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by
the Collateral Agent; provided, however, that Excluded Property shall not include
(x) Voting Stock of such Subsidiary representing not more than 65% of the total voting power
of all outstanding Voting Stock of such Subsidiary and (y) 100% of the Equity Interests not
constituting Voting Stock of such Subsidiary, except that any such Equity Interests
constituting “stock entitled to vote” within the meaning of Treasury Regulation Section
1.956-2(c)(2) shall be treated as Voting Stock for purposes of this clause (e);


provided,
however, that Excluded Properly shall not include any Proceeds, substitutions or
replacements of any Excluded Property referred to in clauses (a) through (e) (unless such
Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses
(a), (b), (c), (d) or (e)).




          “General Intangibles” shall mean, collectively, with respect to each Pledgor, all
“general intangibles”, as such term is defined in the UCC, of such Pledgor and, in any event,
shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts
and insurance policies (including all rights and remedies relating to monetary damages, including
indemnification rights and remedies, and claims for damages or other relief pursuant to or in
respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged
Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and
causes of action of such Pledgor against any other person and the benefits of any and all
collateral or other security given by any other person in connection therewith, (iv) all
guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of
the Mortgaged Property, (v) all intellectual property, (vi) all lists, books, records,
correspondence, ledgers, printouts, files (whether in printed form or stored electronically),
tapes and other papers or materials containing information relating to any of the Pledged
Collateral or any of the Mortgaged











 



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Property, including all customer or tenant lists, identification of suppliers, data, plans,
blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies,
engineering reports, test reports, manuals, standards, processing standards, performance standards,
catalogs, research data, computer and automatic machinery software and programs and the like, field
repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged
Collateral or any of the Mortgaged Property and all media in which or on which any of the
information or knowledge or data or records may be recorded or stored and all computer programs
used for the compilation or printout of such information, knowledge, records or data, (vii) all
licenses, consents, permits, variances, certifications, authorizations and approvals, however
characterized, now or hereafter acquired or held by such Pledgor, including building permits,
certificates of occupancy, environmental certificates, industrial permits or licenses and
certificates of operation and (viii) all rights to reserves, deferred payments, deposits, refunds,
indemnification of claims and claims for tax or other refunds against any Governmental Authority.




          “Guarantors” shall have the meaning assigned to such term in the Preamble
hereof.




          “Immaterial Intellectual Property Collateral” shall mean Intellectual Property
Collateral that is not Material Intellectual Property Collateral.




          “Instruments” shall mean, collectively, with respect to each Pledgor, all
“instruments”, as such term is defined in Article 9, rather than Article 3, of the UCC, and shall
include all promissory notes, drafts, bills of exchange or acceptances.




          “Intellectual Property” shall mean, collectively, Patents, Trademarks, Copyrights,
Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights.




          “Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks,
Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights of the
Pledgors, in each case, other than any Excluded Property.




          “Intellectual Property Licenses” shall mean, collectively, with respect to each
Pledgor, all license agreements, distribution agreements and covenants not to sue (regardless of
whether such agreements and covenants are contained within an agreement that also covers other
matters, such as development or consulting) with respect to any Patent, Trademark, Copyright or
Trade Secrets and Other Proprietary Rights, whether such Pledgor is a licensor or licensee,
distributor or distributee under any such agreement, together with any and all (i) amendments,
renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties,
damages, claims and payments now and hereafter due and/or payable thereunder and with respect
thereto including damages and payments for past, present or future infringements or violations
thereof, (iii) rights to sue for past, present and future infringements, breaches or violations
thereof and (iv) other rights to use, exploit or practice any or all Patents, Trademarks,
Copyrights or Trade Secrets and Other Proprietary Rights.




          “Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes
described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter
acquired by such Pledgor and all certificates, instruments or agreements evidencing such
intercompany notes, and all assignments, amendments, restatements, supplements, extensions,
renewals, replacements or modifications thereof to the extent permitted pursuant to the terms
hereof.




          “Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as
of the date hereof, by and among the Pledgors and the other Companies party thereto, the Funding
Agent,










 



-7-

the Administrative Agent, the Collateral Agent, the Canadian Funding Agent, the Canadian
Administrative Agent, the Term Loan Agents, and certain other persons which may be or become
parties thereto or become bound thereto from time to time, as the same may be amended, restated,
amended and restated, supplemented or otherwise modified from time to time.




          “Investment Property” shall mean a security, whether certificated or uncertificated,
Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding,
however, the Securities Collateral.




          “Joinder
Agreement” shall mean an agreement substantially in the form
of Exhibit 3 hereto.




          “LC Account” shall mean any account established and maintained in accordance with the
provisions of Section 2.18(i) of the Credit Agreement and all property from time to time on
deposit in such LC Account.




          “Material Intellectual Property Collateral” shall mean any Intellectual Property
Collateral that is material (i) to the use and operation of any material Pledged Collateral or
Mortgaged Property or (ii) to the business, results of operations, prospects or condition,
financial or otherwise, of any Pledgor.




          “Mortgaged Property” shall have the meaning assigned to such term in the
Mortgages.




          “Patents” shall mean, collectively, all patents, patent applications, certificates of
inventions, industrial designs and rights corresponding thereto throughout the world (whether
established or registered or recorded in the United States or any other country or any political
subdivision thereof), together with any and all (i) rights and privileges arising under applicable
law with respect to any of the foregoing, (ii) inventions and improvements described and claimed
therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part
thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or
hereafter due and/or payable thereunder and with respect thereto including damages and payments for
past, present or future infringements or other violations thereof, (v) rights corresponding thereto
throughout the world and (vi) rights to sue for past, present or future infringements or other
violations thereof.




          “Patent Security Agreement” shall mean an agreement substantially in the form of
Exhibit 5 hereto.




          “Perfection Certificate” shall mean, individually and collectively, as the context
may require, each perfection certificate dated July 6, 2007, executed and delivered by each
Pledgor in favor of the Agents, and each other Perfection Certificate (which shall be in form and
substance reasonably acceptable to the Collateral Agent) executed and delivered by the applicable
Pledgor in favor of the Funding Agent and Collateral Agent for the benefit of the Secured Parties
contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance
with Section 3.5 hereof, in each case, as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with the Credit Agreement.




          “Permitted Encumbrances” shall mean Permitted Liens of the type described in Section
6.02(a), (b), (c), (d), (f), (g), (h), (i), (j), (k) (to the extent provided in the Intercreditor
Agreement), (n), (o), (q), (r), (s) and (t) of the Credit Agreement which have priority over the
Liens granted pursuant to this Agreement (and in each case, subject to the proviso to Section 6.02
of the Credit Agreement).










 



-8-


          “person” shall mean any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity.




          “Pledge Amendment” shall have the meaning assigned to such term in
Section 5.1 hereof.




          “Pledged Collateral” shall have the meaning
assigned to such term in Section 2.1 hereof.




          “Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all
issued and outstanding Equity Interests of each issuer set forth on Schedule 10 to the
Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements
and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor
(including by issuance), together with all rights, privileges, authority and powers of such Pledgor
relating to such Equity Interests in each such issuer or under any Organizational Document of each
such issuer, and the certificates, instruments and agreements representing such Equity Interests
and any and all interest of such Pledgor in the entries on the books of any financial intermediary
pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity
Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants,
rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by
such Pledgor (including by issuance), together with all rights, privileges, authority and powers of
such Pledgor relating to such Equity Interests or under any Organizational Document of any such
issuer, and the certificates, instruments and agreements representing such Equity Interests and any
and all interest of such Pledgor in the entries on the books of any financial intermediary
pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and
(iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or
(ii) upon any consolidation or merger of any issuer of such Equity Interests.




          “Pledgor” shall have the meaning assigned to such term in the Preamble
hereof.




          “Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment
Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment,
whether or not earned by performance, for goods or other property sold, leased, licensed, assigned
or otherwise disposed of, or services rendered or to be rendered, regardless of how classified
under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving
rise to such right to payment and all Collateral Support and Supporting Obligations related
thereto and all Records relating thereto.




          “Securities Account Control Agreement” shall mean an agreement in form and substance
reasonably satisfactory to the Collateral Agent establishing the Collateral Agent’s Control with
respect to any Securities Account.




          “Securities Collateral” shall mean, collectively, the Pledged Securities, the
Intercompany Notes and the Distributions.




          “Term Loan Agents” shall have the meaning assigned to such term in the Intercreditor
Agreement.




          “Term Loan Security Documents” shall have the meaning assigned to such term in the
Intercreditor Agreement




          “Trade Secrets and Other Proprietary Rights” shall mean, collectively, all trade
secrets, proprietary information and data and databases, know-how and processes, designs,
inventions,










 



-9-

technology and software and any other intangible rights to the extent not covered by the
definitions of Patents, Trademarks and Copyrights; whether registered or unregistered, whether
statutory or common law, and whether established or registered in the United States or any other
country or any political subdivision thereof, including, without limitation, any of the foregoing
listed on Schedule 12(a) to the Perfection Certificate, together with any and all (i)
registrations and applications for the foregoing, (ii) rights and privileges arising under
applicable law with respect to the use of any of the foregoing, (iii) reissues, continuations,
extensions, renewals and divisions thereof and amendments thereto, (v) income, fees, royalties,
damages and payments now and hereafter due and/or payable thereunder and with respect thereto,
including, without limitation, damages, claims and payments for past, present or future
infringements or other violations thereof, (vi) rights corresponding thereto throughout the world
and (vii) rights to sue for past, present and future infringements and other violations thereof.




          “Trademarks” shall mean, collectively, all trademarks (including service marks and
certification marks), slogans, logos, certification marks, trade dress, Internet Domain Names,
corporate names and trade names, whether registered or unregistered (whether statutory or common
law and whether established or registered in the United States or any other country or any
political subdivision thereof), together with any and all (i) registrations and applications for
any of the foregoing, (ii) goodwill connected with the use thereof and symbolized thereby, (iii)
rights and privileges arising under applicable law with respect to the use of any of the
foregoing, (iv) reissues, continuations, extensions and renewals thereof and amendments thereto,
(v) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder
and with respect thereto, including damages, claims and payments for past, present or future
infringements, dilutions or other violations thereof, (vi) rights corresponding thereto throughout
the world and (vii) rights to sue for past, present and future infringements, dilutions or other
violations thereof.




          “Trademark Security Agreement” shall mean an agreement substantially in the form of
Exhibit 6 hereto.




          “Treasury Obligations” shall mean all obligations of the Borrowers and the other Loan
Parties (including overdrafts and related liabilities) under each Treasury Services Agreement
entered into with any counterparty that is a Secured Party.




          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the
State of New York; provided, however, that, at any time, if by reason of mandatory
provisions of law, any or all of the perfection or priority of the Collateral Agent’s security
interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean
the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of
the provisions hereof relating to such perfection or priority and for purposes of definitions
relating to such provisions.




          “U.S. Borrowers” shall have the meaning assigned to such term in the
Preamble hereof.




          SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit
Agreement shall be applicable to this Agreement.




          SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees
that it was represented by counsel in connection with the execution and delivery hereof, that it
and its counsel
reviewed and participated in the preparation and negotiation hereof and that any rule of










 



-10-

construction
to the effect that ambiguities are to be resolved against the
drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.




          SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party
agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules,
amendments and supplements thereto are and shall at all times remain a part of this Agreement.




ARTICLE II




GRANT OF SECURITY AND SECURED OBLIGATIONS




          SECTION 2.1. Grant of Security Interest. As collateral security for the payment and
performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the
Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of
the right, title and interest of such Pledgor in, to and under the following property, wherever
located, and whether now existing or hereafter arising or acquired from time to time
(collectively, the “Pledged Collateral”):





	 	(i)	 	all Accounts;
	 
	 	(ii)	 	all Equipment, Goods, Inventory and Fixtures;
	 
	 	(iii)	 	all Documents, Instruments and Chattel Paper;
	 
	 	(iv)	 	all Letters of Credit and Letter-of-Credit Rights;
	 
	 	(v)	 	all Securities Collateral;
	 
	 	(vi)	 	all Investment Property;
	 
	 	(vii)	 	all Patents, Trademarks, Copyrights, Intellectual Property
Licenses and Trade Secrets and Other Proprietary Rights;
	 
	 	(viii)	 	the Commercial Tort Claims described on Schedule 13 to the Perfection
Certificate;
	 
	 	(ix)	 	all General Intangibles;
	 
	 	(x)	 	all Money and all Deposit Accounts;
	 
	 	(xi)	 	all Supporting Obligations;
	 
	 	(xii)	 	all books and records relating to the Pledged Collateral; and
	 
	 	(xiii)	 	to the extent not covered by clauses (i) through (xii) of this sentence, all
other personal property of such Pledgor, whether tangible or intangible, and all
Proceeds and products of each of the foregoing and all accessions to,
substitutions and replacements for, and rents, profits and products of, each of
the










 



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	 	 	 	foregoing, any and all Proceeds of any insurance, indemnity, warranty or
guaranty payable to such Pledgor from time to time with respect to any of
the foregoing.





          Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the
security interest created by this Agreement shall not extend to, and the term “Pledged Collateral”
shall not include, any Excluded Property and (x) the Pledgors shall, concurrently with any delivery
of financial statements under Section 5.01(a) of the Credit Agreement and upon the request of the
Collateral Agent at any time an Event of Default has occurred and is continuing, provide to the
Collateral Agent such information regarding the Excluded Property as the Collateral Agent may
reasonably request (including written notice identifying in reasonable detail the Excluded
Property) and (y) from and after the Closing Date, no Pledgor shall permit to become effective in
any document creating, governing or providing for any permit, license or agreement a provision that
would prohibit the creation of a Lien on such permit, license or agreement in favor of the
Collateral Agent unless such prohibition is permitted under Section 6.19 of the Credit Agreement.




          SECTION
2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral
Agent at any time and from time to time to file in any relevant jurisdiction any financing
statements (including fixture filings) and amendments thereto that contain the information
required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment relating to the Pledged Collateral, including (i)
whether such Pledgor is an organization, the type of organization and any organizational
identification number issued to such Pledgor, (ii) any financing or continuation statements or
other documents without the signature of such Pledgor where permitted by law, including the filing
of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter
acquired by the debtor or in which debtor otherwise has rights”
or a similar description and (iii)
in the case of a financing statement filed as a fixture filing, a sufficient description of the
real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all
information described in the immediately preceding sentence to the Collateral Agent promptly upon
request by the Collateral Agent.




          (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any
relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to
the date hereof.




          (c) Each Pledgor hereby further authorizes the Collateral Agent to execute and/or submit
filings with the United States Patent and Trademark Office or United States Copyright Office (or
any successor office or any similar office in any other country), as applicable, including this
Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark
Security Agreement, or other documents and to take such other actions as may be required under
applicable law for the purpose of perfecting, recording, confirming, continuing, enforcing or
protecting the security interest granted by such Pledgor hereunder, without the signature of such
Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.










 



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ARTICLE III




PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL




          SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents
and warrants that all certificates, agreements or instruments representing or evidencing the
Securities Collateral (other than Excluded Property and any certificates, agreements or instruments
representing or evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a
Loan Party) in existence on the date hereof have been delivered to the Collateral Agent in suitable
form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment
in blank and that the Collateral Agent has a perfected First Priority security interest therein.
Each Pledgor hereby agrees that all certificates, agreements or instruments representing or
evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but
in any event within thirty days after receipt thereof by such Pledgor or such longer period as may
be determined by the Collateral Agent in its sole discretion) be delivered to and held by or on
behalf of the Collateral Agent pursuant hereto (provided that notwithstanding the
foregoing, no such certificates, agreements or instruments representing or evidencing Securities
Collateral shall be required to be so delivered to the extent such Securities Collateral
constitutes Excluded Property or any certificates, agreements or instruments representing or
evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a Loan Party, but
shall be so delivered promptly (but in any event within thirty days) following the date such
Securities Collateral ceases to constitute Excluded Property or such Subsidiary ceases to qualify
as an Excluded Collateral Subsidiary or otherwise becomes, or is required to become, a Loan Party
pursuant to the terms of the Credit Agreement). All certificated Securities Collateral shall be in
suitable form for transfer by delivery or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent.
The Collateral Agent shall have the right, at any time upon the occurrence and during the
continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in
the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of
the Securities Collateral. In addition, upon the occurrence and during the continuance of an Event
of Default, the Collateral Agent shall have the right at any time to exchange certificates
representing or evidencing Securities Collateral for certificates of smaller or larger
denominations.




          SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor
represents and warrants that the Collateral Agent has a perfected First Priority security interest
in all uncertificated Pledged Securities (other than uncertificated Pledged Securities in which a
security interest cannot be perfected by taking all applicable actions under the UCC and such
other actions (including, without limitation, the delivery or filing of financing, statements,
agreements instruments or other documents) as may have been reasonably requested by the Collateral
Agent in order to perfect such security interest under the local laws of the jurisdiction of the
issuer of such Pledged Securities) pledged by it hereunder that are in existence on the date
hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent
permitted by applicable law, (i) cause (or in the case of Pledged Securities issued by an issuer
that is not a Wholly Owned Subsidiary, use commercially reasonable efforts to cause) the issuer to
execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged
Securities substantially in the form of Exhibit 1 hereto or such other form that is
reasonably satisfactory to the Collateral Agent, (ii) if necessary or desirable to perfect a
security interest in such Pledged Securities, cause (or in the case of Pledged Securities issued
by an issuer that is not a Wholly










 




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Owned Subsidiary, use commercially reasonable efforts to cause) the issuer of such uncertificated
Pledged Securities to enter into a control agreement with the Collateral Agent and such Pledgor
reasonably satisfactory to the Collateral Agent pursuant to which such issuer shall agree to comply
with instructions originated by the Collateral Agent without further consent by such Pledgor, and
cause (or in the case of Pledged Securities issued by an issuer that is not a Wholly Owned
Subsidiary, use commercially reasonable efforts to cause) such pledge to be recorded on the
equityholder register or the books of the issuer, execute any customary pledge forms or other
documents necessary or appropriate to complete the pledge and give the Collateral Agent the right
to transfer such Pledged Securities under the terms hereof, (iii) upon request by the Collateral
Agent, provide to the Collateral Agent an opinion of counsel, in form and substance reasonably
satisfactory to the Collateral Agent, confirming such pledge and perfection thereof, and (iv) after
the occurrence and during the continuance of any Event of Default, upon request by the Collateral
Agent, (A) cause (or in the case of Pledged Securities issued by an issuer that is not a Wholly
Owned Subsidiary, use commercially reasonable efforts to cause) the Organizational Documents of
each such issuer that is a Subsidiary of a Pledgor to be amended to provide that such Pledged
Securities shall be treated as “securities” for purposes of the UCC and (B) cause (or in the case
of Pledged Securities issued by an issuer that is not a Wholly Owned Subsidiary, use commercially
reasonable efforts to cause) such Pledged Securities to become certificated and delivered to the
Collateral Agent in accordance with the provisions of
Section 3.1.




          SECTION
3.3. Financing Statements and Other Filings; Maintenance of Perfected Security
Interest. Each Pledgor represents and warrants that all financing statements, agreements,
instruments and other documents necessary to perfect the security interest granted by it to the
Collateral Agent in respect of the Pledged Collateral (other than uncertificated Pledged
Securities in which a security interest cannot be perfected by taking all applicable actions under
the UCC and such other actions (including, without limitation, the delivery or filing of
financing, statements, agreements instruments or other documents) as may have been reasonably
requested by the Collateral Agent in order to perfect such security interest under the local laws
of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the
Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for
filing in each governmental, municipal or other office specified in Schedule 7 to the
Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors,
such Pledgor will maintain the security interest created by this Agreement in the Pledged
Collateral (other than uncertificated Pledged Securities in which a security interest cannot be
perfected by taking all applicable actions under the UCC and such other actions (including,
without limitation, the delivery or filing of financing, statements, agreements instruments or
other documents) as may have been reasonably requested by the Collateral Agent in order to perfect
such security interest under the local laws of the jurisdiction of the issuer of such Pledged
Securities) as a perfected First Priority security interest subject only to Permitted Collateral
Liens.




          SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and
priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security
interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows
and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect
to the following Pledged Collateral:





     (a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts
payable under or in connection with any of the Pledged Collateral are evidenced by any
Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper
listed in Schedule 11 to the Perfection Certificate. Each Instrument and each item
of Tangible Chattel Paper listed in Schedule 11 to the Perfection Certificate has
been properly endorsed,










 



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assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or
assignment duly executed in blank. If any amount then payable under or in connection with any of
the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such
amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not
previously delivered to the Collateral Agent exceeds $1,000,000 in the aggregate for all Pledgors,
the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event
within thirty days after receipt thereof) endorse, assign and deliver the same to the Collateral
Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the
Collateral Agent may from time to time specify.




     (b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other
than the accounts listed in Schedule 14 to the Perfection Certificate. The Collateral Agent
has a First Priority security interest in each such Deposit Account (other than Excluded Deposit
Accounts), which security interest is (or, with respect to any such Deposit Accounts identified on
Schedule 5.16 to the Credit Agreement, after completion of the actions with respect to such Deposit
Accounts specified on such Schedule, will be) perfected by Control. No Pledgor shall hereafter
establish and maintain any Deposit Account unless (1) it shall have given the Collateral Agent 30
days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion)
prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such
Bank shall be reasonably acceptable to the Collateral Agent and (3) such Bank and such Pledgor
shall have duly executed and delivered to the Collateral Agent a Deposit Account Control Agreement
with respect to such Deposit Account (other than Excluded Deposit Accounts). The Collateral Agent
agrees with each Pledgor that the Collateral Agent shall not give any instructions directing the
disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal
rights from such Pledgor with respect to funds from time to time credited to any Deposit Account
unless a Cash Dominion Trigger Event has occurred and no subsequent Cash Dominion Recovery Event
has occurred. The two immediately preceding sentences shall not apply to the LC Account or to any
other Deposit Accounts for which the Collateral Agent is the Bank. No Pledgor shall grant Control
of any Deposit Account to any person other than the Collateral Agent and, subject to the terms of
the Intercreditor Agreement, Term Loan Agents.




     (c)
Securities Accounts and Commodity Accounts. (i) As of the date hereof, no
Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule
14 to the Perfection Certificate. The Collateral Agent has a First Priority security interest
in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and
Excluded Commodities Accounts), which security interest is perfected by Control. No Pledgor shall
hereafter establish and maintain any Securities Account or Commodity Account with any Securities
Intermediary or Commodity Intermediary unless (1) it shall have given the Collateral Agent 30 days’
(or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior
written notice of its intention to establish such new Securities Account or Commodity Account with
such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or
Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such
Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have
duly executed and delivered a Control Agreement with respect to such Securities Account or
Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), as
the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the
benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all
cash and Investment Property received by it into a Deposit









 



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Account or Securities Account. The Collateral Agent agrees with each Pledgor that the Collateral
Agent shall not give any Entitlement Orders or instructions or directions to any issuer of
uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not
withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless a
Cash Dominion Trigger Event has occurred and no subsequent Cash Dominion Recovery Event has
occurred or, after giving effect to any such investment and withdrawal rights, a Cash Dominion
Trigger Event would occur. The two immediately preceding sentences shall not apply to any
Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities
Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than
the Collateral Agent and, subject to the terms of the Intercreditor Agreement, Term Loan Agents.




     (ii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment
risk with respect to the Investment Property and Pledged Securities, and the risk of loss of,
damage to, or the destruction of the Investment Property and Pledged Securities, whether in the
possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of,
the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other
person.




     (d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no
amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic
Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform
Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic
Chattel Paper and transferable records listed in Schedule 11(a) to the Perfection
Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall
be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such
Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof
and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral
Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under
Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the
case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such
jurisdiction, of such transferable record. The requirement in the preceding sentence shall not
apply to the extent that such amount, together with all amounts payable evidenced by Electronic
Chattel Paper or any transferable record in which the Collateral Agent has not been vested control
within the meaning of the statutes described in the immediately preceding sentence, does not exceed
$1,000,000 in the aggregate for all Pledgors. The Collateral Agent agrees with such Pledgor that
the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and
so long as such procedures will not result in the Collateral Agent’s loss of control, for the
Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under
Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures
in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a
party in control to allow without loss of control, unless an Event of Default has occurred and is
continuing or would occur after taking into account any action by such Pledgor with respect to such
Electronic Chattel Paper or transferable record.




     (e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a
Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Collateral Agent
thereof and such Pledgor shall, at the request of the Collateral Agent, pursuant to an agreement in
form










 




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and substance reasonably satisfactory to the Collateral Agent, either use commercially
reasonable efforts to (i) arrange for the issuer and any confirmer of such Letter of Credit
to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the
Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee
beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that
the proceeds of any drawing under the Letter of Credit are to be applied as provided in the
Credit Agreement. The actions in the preceding sentence shall not be required to the extent
that the amount of any such Letter of Credit, together with the aggregate amount of all
other Letters of Credit for which the actions described above in clause (i) and (ii) have
not been taken, does not exceed $1,000,000 in the aggregate for all Pledgors.




     (f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby
represents and warrants that it holds no Commercial Tort Claims other than those listed in
Schedule 13 to the Perfection Certificate. If any Pledgor shall at any time hold
or acquire a Commercial Tort Claim, such Pledgor shall promptly notify the Collateral Agent
in writing signed by such Pledgor of the brief details thereof and grant to the Collateral
Agent in such writing a security interest therein and in the Proceeds thereof, all upon the
terms of this Agreement, with such writing to be in form and substance reasonably
satisfactory to the Collateral Agent. The requirement in the preceding sentence shall not
apply to the extent that the amount of such Commercial Tort Claim, together with the amount
of all other Commercial Tort Claims held by any Pledgor in which the Collateral Agent does
not have a security interest, does not exceed $1,000,000 in the aggregate for all Pledgors.




     (g) Landlord’s Access Agreements/Bailee Letters. If and to the extent
reasonably requested by the Collateral Agent, each Pledgor shall use its commercially
reasonable efforts to obtain as soon as practicable after such request with respect to each
location where such Pledgor maintains Pledged Collateral, a Bailee Letter and/or Landlord
Access Agreement, as applicable, and use commercially reasonable efforts to obtain a Bailee
Letter, Landlord Access Agreement and/or landlord’s lien waiver, as applicable, from all
such bailees and landlords, as applicable, who from time to time have possession of any
Pledged Collateral. A waiver of bailee’s lien shall not be required if the value of the
Pledged Collateral held by such bailee is less than $100,000, provided that the aggregate
value of the Pledged Collateral held by all bailees who have not delivered a Bailee Letter
is less than $1,000,000 in the aggregate.



          SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each
Subsidiary of Holdings which, from time to time, after the date hereof shall be required to become
a party to this Agreement or to otherwise pledge any assets to the Collateral Agent for the
benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute
and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form of
Exhibit 3 hereto within thirty days (or such longer period as may be determined by the
Collateral Agent in its sole discretion) of the date on which it became a Subsidiary, ceased to be
an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the
provisions of Section 5.11(d) of the Credit Agreement, as the case may be, and (ii) a Perfection
Certificate, in each case, within thirty days (or such longer period as may be determined by the
Collateral Agent in its sole discretion) of the date on which it became a Subsidiary, ceased to be
an Excluded Collateral Subsidiary or was required to become a Loan Party by operation of the
provisions of Section 5.11(d) of the Credit Agreement, as the case may be, and (b) in the case of
a Subsidiary organized outside of the United States, to execute and deliver to the Collateral
Agent such additional documentation as the Collateral Agent shall reasonably request and, in each
case with respect to clauses (a) and (b) above, upon such execution and delivery, such Subsidiary
shall constitute a “Guarantor” and a “Pledgor”










 




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for all purposes hereunder with the same force and effect as if originally named as a Guarantor and
Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent
of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full
force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this
Agreement.




          SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further
actions, and execute and/or deliver to the Collateral Agent such additional financing statements,
amendments, assignments, agreements, supplements, powers and instruments, as the Collateral Agent
may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve
and protect the security interest in the Pledged Collateral as provided herein and the rights and
interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or
better to assure and confirm the validity, enforceability and priority of the Collateral Agent’s
security interest in the Pledged Collateral or permit the Collateral Agent to exercise and enforce
its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the
filing of financing statements, continuation statements and other documents (including this
Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction
with respect to the security interest created hereby and the execution and delivery of Control
Agreements, all in form and substance reasonably satisfactory to the Collateral Agent and in such
offices (including the United States Patent and Trademark Office and the United States Copyright
Office) wherever required by law to perfect, continue and maintain the validity, enforceability
and priority of the security interest in the Pledged Collateral as provided herein and to preserve
the other rights and interests granted to the Collateral Agent hereunder, as against third
parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing,
each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the
Collateral Agent from time to time upon reasonable request by the Collateral Agent such lists,
schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts,
receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers,
invoices, schedules, confirmatory assignments, supplements, additional security agreements,
conveyances, financing statements, transfer endorsements, powers of attorney, certificates,
reports and other assurances or instruments as the Collateral Agent shall reasonably request. If
an Event of Default has occurred and is continuing, the Collateral Agent may institute and
maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the
Collateral Agent may be advised by counsel shall be necessary or expedient to prevent any
impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of
the foregoing shall be at the sole cost and expense of the Pledgors.




ARTICLE IV




REPRESENTATIONS, WARRANTIES AND COVENANTS




          Each Pledgor represents, warrants and covenants as follows:




          SECTION 4.1. Title. Except for the security interest granted to the Collateral Agent
for the ratable benefit of the Secured Parties pursuant to this Agreement and Permitted Liens,
such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time
after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it
hereunder, free and clear of any and all Liens or claims of others. In addition, no Liens or
claims exist on the Securities Collateral,










 



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other than Permitted Liens that are permitted to attach to Securities Collateral pursuant to the
provisions of Section 6.02 of the Credit Agreement.




          SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the
Pledged Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder
constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the
payment and performance of the Secured Obligations, and (b) subject to the filings and other
actions described in Schedule 6 to the Perfection Certificate (to the extent required to be
listed on the schedules to the Perfection Certificate as of the date this representation is made or
deemed made), a perfected security interest in all the Pledged Collateral. The security interest
and Lien granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing
First Priority security interest therein.




          SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Except to the
extent otherwise permitted by Section 5.05 of the Credit Agreement, each Pledgor shall, at its own
cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security
interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against
all claims and demands of all persons, at its own cost and expense, at any time claiming any
interest therein adverse to the Collateral Agent or any other Secured Party other than Permitted
Encumbrances. Except as permitted by the Credit Agreement, there is no agreement, order, judgment
or decree, and no Pledgor shall enter into any agreement or take any other action, that would
restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with
such Pledgor’s obligations or the rights of the Collateral Agent hereunder.




          SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third
party to file, any valid or effective financing statement (or similar statement, instrument of
registration or public notice under the law of any jurisdiction) covering or purporting to cover
any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the
Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Encumbrance
with respect to such Permitted Encumbrance or financing statements or public notices relating to
the termination statements listed on Schedule 7 to the Perfection Certificate. No Pledgor
shall execute, authorize or permit to be filed in any public office any financing statement (or
similar statement, instrument of registration or public notice under the law of any jurisdiction)
relating to any Pledged Collateral, except financing statements and other statements and
instruments filed or to be filed in respect of and covering the security interests granted by such
Pledgor to the holders of the Permitted Encumbrances.




          SECTION 4.5. Inventory and Equipment.




          (a) Except as expressly permitted by Section 5.13 of the Credit Agreement, it shall not move
any Equipment or Inventory to any location, other than any location that is listed in the relevant
Schedules to the Perfection Certificate, unless (i) it shall have given the Collateral Agent not
less than 30 days’ (or such shorter period as may be determined by the Collateral Agent in its
sole discretion) prior written notice (in the form of an Officers’ Certificate) of its intention
so to do, clearly describing such new location and providing such other information in connection
therewith as the Collateral Agent may request and (ii) to the extent applicable with respect to
such new location, such Pledgor shall have complied with Section 3.4(g); provided that
notwithstanding the foregoing, in no event shall Equipment or Inventory be moved to any location
outside of the continental United States except in connection with an Asset Sale expressly
permitted by the Credit Agreement.










 




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          (b) With respect to any Inventory scheduled or listed on the most recent Collateral Report,
except as disclosed therein: (i) no Inventory (other than Inventory in transit) is now, or shall at
any time or times hereafter be stored at any other location not set forth in the Perfection
Certificate except as permitted by Section 4.5(a) above or Section 5.13 of the Credit
Agreement, (ii) the Pledgors have good, indefeasible and merchantable title to such Inventory and
such Inventory is not subject to any Lien or security interest or document whatsoever except for
the Lien granted to the Collateral Agent, for the benefit of the Secured Parties, and except for
other Liens permitted to attach to Inventory under Section 6.02 of the Credit Agreement, (iii) with
respect to Inventory included in any Borrowing Base Certificate, such Inventory is Eligible
Inventory, (iv) such Inventory is not subject to any Intellectual Property Licenses with any third
parties that would, upon sale or other disposition of such Inventory by the Collateral Agent in
accordance with the terms hereof, infringe or otherwise violate the Intellectual Property of such
third-party licensor, violate any Contracts with such third-party licensor, or cause the Collateral
Agent to incur any liability with respect to payment of royalties other than royalties incurred
pursuant to sale of such Inventory under the current Intellectual Property Licenses related
thereto, (v) such Inventory has been produced in accordance with the Federal Fair Labor Standards
Act of 1938, as amended, and all rules, regulations and orders thereunder and (vi) the completion
of manufacture, sale or other disposition of such Inventory by the Collateral Agent upon the
occurrence and during the continuance of any Event of Default shall not require the consent of any
person and shall not constitute a breach or default under any contract or agreement to which any
Pledgor is a party or to which such Inventory is subject.




          SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing
on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such
Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and
non-assessable to the extent applicable. There is no amount or other obligation owing by any
Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance
of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the
Pledged Securities.




          SECTION 4.7. Consents, etc. In the event that the Collateral Agent desires to
exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this
Agreement and determines it necessary to obtain any approvals or consents of any Governmental
Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent,
such Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to obtain as
soon as practicable any necessary approvals or consents for the exercise of any such remedies,
rights and powers.




          SECTION 4.8. Pledged Collateral. All information set forth herein, including the
schedules hereto, and all information contained in any documents, schedules and lists heretofore
delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in
connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and
complete in all material respects. The Pledged Collateral described on the schedules to the
Perfection Certificate constitutes all of the property of such type of Pledged Collateral owned or
held by the Pledgors (other than Immaterial Intellectual Property Collateral).




          SECTION 4.9. Insurance. In the event that the proceeds of any insurance claim are
paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event
of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent
and immediately after receipt thereof shall be paid to the Collateral Agent for application in
accordance with the Credit Agreement.










 




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ARTICLE V




CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL




          SECTION
5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon
obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for
the benefit of the Collateral Agent and promptly (but in any event within thirty days (or such
longer period as may be determined by the Collateral Agent in its sole discretion) after receipt
thereof) deliver to the Collateral Agent a pledge amendment, duly executed by such Pledgor, in
substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and to the extent required
thereunder, the certificates and other documents required under Section 3.1 and Section
3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to
be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on
and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby
authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that
all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the
Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.




          SECTION
5.2. Voting Rights; Distributions; etc.





     (a) So long as no Event of Default shall have occurred and be continuing:




     (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Securities Collateral or any part thereof for any purpose not
inconsistent with the terms or purposes hereof, the Credit Agreement or any other document
evidencing the Secured Obligations; provided, however, that no Pledgor shall in any
event exercise such rights in any manner which could reasonably be expected to have a
Material Adverse Effect.




     (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and
clear of the Lien hereof, any and all Distributions, but only if and to the extent not
prohibited by the Credit Agreement; provided, however, that any and all such
Distributions consisting of rights or interests in the form of securities shall be
forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if
received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be
segregated from the other property or funds of such Pledgor and be promptly (but in any
event within five days (or such longer period as may be determined by the Collateral Agent
in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).



          (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent
shall be deemed without further action or formality to have granted to each Pledgor all necessary
consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and
at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be
executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request
in order to permit such Pledgor to exercise the voting and other rights which it is entitled to
exercise pursuant to Section 5.2(a)(i)  hereof and to receive the Distributions which it is
authorized to receive and retain pursuant to Section
5.2(a)(ii) hereof.










 



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          (c) Upon the occurrence and during the continuance of any Event of Default and notice by the
Collateral Agent:





     (i) All rights of each Pledgor to exercise the voting and other consensual rights it
would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall
immediately cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise such voting and other
consensual rights.




     (ii) All rights of each Pledgor to receive Distributions which it would otherwise be
authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall
immediately cease and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral
such Distributions.



          (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to
the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit
the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise
pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be
entitled to receive under Section 5.2(c)(ii) hereof.




          (e) All Distributions which are received by any Pledgor contrary to the provisions of
Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral
Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to
the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary
endorsement).




          SECTION 5.3. Defaults, etc. Such Pledgor is not in default in the payment of any
portion of any mandatory capital contribution, if any, required to be made under any agreement to
which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor
is not in violation in any material respect of any other provisions of any such agreement to which
such Pledgor is a party, or otherwise in default or violation in any material respect thereunder.
No Securities Collateral pledged by such Pledgor is subject to any defense, offset or
counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any
person with respect thereto, and as of the date hereof, there are no certificates, instruments,
documents or other writings (other than the Organizational Documents and certificates representing
such Pledged Securities that have been delivered to the Collateral Agent) which evidence any
Pledged Securities of such Pledgor.




          SECTION 5.4. Organizational Documents. Each Pledgor has delivered to the Collateral
Agent true, correct and complete copies of its Organizational Documents. The Organizational
Documents of each Pledgor are in full force and effect, have not as of the date hereof been
amended or modified except as disclosed to the Collateral Agent, and there is no existing default
by any party thereunder or any event which, with the giving of notice or passage of time or both,
would constitute a default by any party thereunder. Each Pledgor shall deliver to the Collateral
Agent a copy of any notice of default given or received by it under any Organizational Document
within ten days after such Pledgor gives or receives such notice. No Pledgor will terminate or
agree to terminate any Organizational Document or make any amendment or modification to any
Organizational Document except as expressly permitted by the terms of the Credit Agreement.










 





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          SECTION 5.5. Certain Agreements of Pledgors As Issuers and Holders of Equity
Interests.




          (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor
agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by
it and will comply with such terms insofar as such terms are applicable to it.




          (b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be,
in a partnership, limited liability company or other entity, such Pledgor hereby consents to the
extent required by the applicable Organizational Document to the pledge by each other Pledgor,
pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability
company or other entity and, upon the occurrence and during the continuance of an Event of Default,
to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the
substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member
in such partnership, limited liability company or other entity with all the rights, powers and
duties of a general partner, limited partner, shareholder or member, as the case may be.




ARTICLE VI




CERTAIN PROVISIONS CONCERNING INTELLECTUAL 

PROPERTY COLLATERAL


          SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the
Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies
under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the
Collateral Agent an irrevocable, non-exclusive license and, to the extent permitted under
Intellectual Property Licenses granting such Pledgor rights in Intellectual Property, sublicense
(in each case, exercisable without payment of royalties or other compensation to such Pledgor) to
use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter
acquired by such Pledgor, wherever the same may be located; provided that the quality of
any products in connection with which the Trademarks are used will not be materially inferior to
the quality of such products prior to such Event of Default. Such license shall include access to
all media in which any of the licensed items may be recorded or stored and to all computer
programs used for the compilation or printout hereof.




          SECTION 6.2. Protection and Maintenance of Intellectual Property Collateral. On a
continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its
becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding
(not including office or other matters in the ordinary course of prosecution before the United
States Patent and Trademark Office or the United States Copyright Office or any foreign
counterpart) or the institution of any proceeding in any federal, state or local court or
administrative body or in the United States Patent and Trademark Office or the United States
Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to
register such Material Intellectual Property Collateral or its right to keep and maintain such
Material
Intellectual Property Collateral in full force and effect, (ii) maintain all Material
Intellectual Property Collateral as presently used and operated, except as shall be consistent
with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any
Material










 





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Intellectual Property Collateral, (iv) take action to prosecute infringers and violators of
Material Intellectual Property Collateral, and not settle or compromise any pending or future
litigation or administrative proceeding with respect to any Material Intellectual Property
Collateral, in each case, except as shall be consistent with commercially reasonable business
judgment, (v) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent
in writing of any event which may be reasonably expected to materially and adversely affect the
value or utility of any Material Intellectual Property Collateral, or the value or utility of the
Intellectual Property of the Pledgors, taken as a whole, or the rights and remedies of the
Collateral Agent in relation thereto including a levy or threat of levy or any legal process
against any Material Intellectual Property Collateral, (vi) not license any Intellectual Property
Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary
course of business, or amend or permit the amendment of any of the licenses in a manner that
materially and adversely affects the right to receive payments thereunder, or in any manner that
would materially impair the value of any Intellectual Property Collateral or the Lien on and
security interest in the Intellectual Property Collateral created therein hereby, without the
consent of the Collateral Agent, (vii) diligently keep adequate records respecting all Intellectual
Property Collateral, (viii) without limiting the Collateral Agent’s rights and each Pledgor’s
obligations under Section 6.3 below, furnish to the Collateral Agent from time to time upon
the Collateral Agent’s request therefor reasonably detailed statements and amended schedules
further identifying and describing the Intellectual Property Collateral and such other materials
evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent
may from time to time request, (ix) use statutory notice of registration in connection with its use
of registered Trademarks, prior marking practices in connection with the use of Patents, and
appropriate notice of Copyright in connection with the publication of material subject to
Copyrights and (x) maintain the level of quality of products sold and services rendered under any
Trademarks owned by such Pledgor at a level at least consistent with the quality of such products
and services as of the date hereof, and adequately control the quality of goods an services offered
by any licensees of its Trademarks to maintain such standards.




          SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date
hereof (i) obtain any ownership or other rights in and/or to any additional Intellectual Property
(including trademark applications for which evidence of the use of such trademarks in interstate
commerce has been submitted to and accepted by the United States Patent and Trademark Office
pursuant to 15 U.S.C. Section 1060(a) (or a successor provision)) or (ii) become entitled to the
benefit of any additional Intellectual Property or any renewal or extension thereof, including any
reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral,
or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall
automatically apply thereto and any such item described in the preceding clause (i) or (ii) (other
than any Excluded Property) shall automatically constitute Intellectual Property Collateral as if
such would have constituted Intellectual Property Collateral at the time of execution hereof and
such Intellectual Property (other than any Excluded Property) shall be subject to the Lien and
security interest created by this Agreement without further action by any party. Each Pledgor
shall promptly provide to the Collateral Agent written notice of any of the foregoing Intellectual
Property owned by such Pledgor which is the subject of a registration or application and confirm
the attachment of the Lien and security interest created by this Agreement to any rights described
in clauses (i) and (ii) above by execution and delivery, within 90 days (or, in the case of
Copyrights, 30 day, or, in each case, such longer period as may be determined by the Collateral
Agent in its sole discretion) of the acquisition by such Pledgor of such Intellectual Property, of
an instrument in form and substance reasonably acceptable to the Collateral Agent and the filing
of any instruments or statements as shall be reasonably necessary to create, record, preserve,
protect or perfect the Collateral Agent’s lien and security interest in such Intellectual
Property. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by
amending Schedules 12(a) and 12(b) to the Perfection










 



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Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising
after the date hereof.




          SECTION
6.4. Litigation. Unless there shall occur and be continuing any Event of
Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party
in interest, for its own benefit and at the sole cost and expense of the Pledgors, such
applications for protection of the Intellectual Property Collateral and suits, proceedings or other
actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in
value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the
occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the
right but shall in no way be obligated to file applications for protection of the Intellectual
Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the
Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the
event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any
and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of
such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for
all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this
Section 6.4 in accordance with Section 11.03 of the Credit Agreement. In the event that the
Collateral Agent shall elect not to bring suit to enforce the Intellectual Property Collateral,
each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all commercially
reasonable actions necessary, whether by suit, proceeding or other action, to prevent the
infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage
to any of the Intellectual Property Collateral by any person.




ARTICLE VII




CERTAIN PROVISIONS CONCERNING RECEIVABLES




          SECTION
7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own
cost and expense complete records of each Receivable, in a manner consistent with prudent business
practice, including records of all payments received, all credits granted thereon, all merchandise
returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole
cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and
during the continuance of any Event of Default, deliver all tangible evidence of Receivables,
including all documents evidencing Receivables and any books and records relating thereto to the
Collateral Agent or to its representatives (copies of which evidence and books and records may be
retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default,
the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit
information, reports, memoranda and all other writings relating to the Receivables to and for the
use by any person that has acquired or is contemplating acquisition of an interest in the
Receivables or the Collateral Agent’s security interest therein without the consent of any
Pledgor.




          SECTION
7.2. Modification of Terms, etc. No Pledgor shall rescind or cancel any
obligations evidenced by any Receivable or modify any term thereof or make any adjustment,
discount, credit, rebate or reduction with respect thereto except in the ordinary course of
business consistent with prudent business practice, or extend or renew any such obligations except
in the ordinary course of business consistent with prudent business practice or compromise or
settle any dispute, claim, suit or legal










 



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proceeding relating thereto or sell any Receivable or interest therein except in the ordinary
course of business consistent with prudent business practice without the prior written consent of
the Collateral Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled
under or in connection with the Receivables except as may be otherwise consistent with the exercise
of reasonable business judgment in the ordinary course of business. If (i) any material adjustment,
discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on a
material Receivable exists or (ii) if, to the knowledge of any Pledgor, any material dispute,
setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to a
material Receivable, the Pledgors will promptly disclose such fact to the Collateral Agent in
writing.




          SECTION 7.3. Collection. Each Pledgor shall cause to be collected from the Account
Debtor of each of the Receivables, as and when due in the ordinary course of business and
consistent with prudent business practice (including Receivables that are delinquent, such
Receivables to be collected in accordance with generally accepted commercial collection
procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith
upon receipt thereof all such amounts as are so collected to the outstanding balance of such
Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary
course of business (i) a refund or credit due as a result of returned or damaged or defective
merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such
other modifications of payment terms or settlements in respect of Receivables as shall be
commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary
course of business consistent with its collection practices as in effect from time to time. The
costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any
Pledgor, the Collateral Agent or any Secured Party, shall be paid by the Pledgors.




          SECTION 7.4. Legend. Each Pledgor shall legend, at the request of the Collateral
Agent and in form, substance and manner satisfactory to the Collateral Agent, the Receivables and
the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables
with an appropriate reference to the fact that the Receivables have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a
security interest therein.




          SECTION 7.5. Special Representations and Warranties and Covenants.




          (a) As of the time when each of its Receivables arises, each Pledgor shall be deemed to have
represented and warranted that such Account and all records, papers and documents relating thereto
represent the legal, valid and binding obligation of the Account Debtor or other relevant obligor,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability, evidencing indebtedness unpaid and owed by such Account Debtor or
obligor, arising out of the performance of labor or services or the sale, lease, license,
assignment or other disposition and delivery of the goods or other property listed therein or out
of an advance or a loan.




          (b) The names of the obligors, amounts owing, due dates and other information with respect to
each Pledgor’s Receivables that are Pledged Collateral are and will be correctly stated, at the
time furnished, in all records of such Pledgor relating thereto and in all invoices (if any) and
each Collateral Report with respect thereto furnished to any Agent by such Pledgor from time to
time.




          (c) Except as disclosed on the most recent Collateral Report, (i) there are no setoffs, claims
or disputes existing or asserted with respect to any Accounts referred to in such Collateral Report
and no Pledgor has made any agreement with any Account Debtor for any extension of time for the










 



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payment thereof, any compromise or settlement for less than the full amount thereof, any release of
any Account Debtor from liability therefor, or any deduction therefrom except a discount or
allowance allowed by a Pledgor in the ordinary course of its business for prompt payment, (ii) to
the knowledge of such Pledgor, there are no facts, events or occurrences that in any way impair the
validity or enforceability thereof or could reasonably be expected to reduce the amount payable
thereunder as shown on such Pledgor’s books and records and any invoices, statements and the most
recent Collateral Report with respect thereto, (iii) no Pledgor has received any written notice of
proceedings or actions that are threatened or pending against any Account Debtor that might result
in any material adverse change in such Account Debtor’s financial condition and (iv) no Pledgor has
knowledge that any Account Debtor is unable generally to pay its debts as they become due.




ARTICLE VIII




TRANSFERS




          SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign
or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral
pledged by it hereunder except as not prohibited by the Credit Agreement.




ARTICLE IX




REMEDIES




          SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may from time to time (alternatively, successively or concurrently
on any one or more occasions) exercise in respect of the Pledged Collateral, in addition to the
other rights and remedies provided for herein or otherwise available to it, the following
remedies:




          (i) Personally, or by agents or attorneys, immediately take possession of the Pledged
Collateral or any part thereof, from any Pledgor or any other person who then has possession of
any part thereof with or without notice or process of law, and for that purpose may enter upon any
Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral,
remain present at such premises to receive copies of all communications and remittances relating
to the Pledged Collateral and use in connection with such removal and possession any and all
services, supplies, aids and other facilities of any Pledgor;




          (ii) Demand, sue for, collect or receive any money or property at any time payable or
receivable in respect of the Pledged Collateral including instructing the obligor or obligors
on any agreement, instrument or other obligation constituting part of the Pledged Collateral to
make any payment required by the terms of such agreement, instrument or other obligation directly
to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend
the time for payment and make other modifications with respect thereto; provided, however,
that in the event that any such payments are made directly to any Pledgor, prior to receipt by any
such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant
thereto in trust for the benefit of the Collateral Agent and shall










 



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promptly (but in no event later than one Business Day after receipt thereof) pay such amounts to
the Collateral Agent;




          (iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to
sell, assign, grant a license to use or otherwise liquidate and dispose of, any and all investments
made in whole or in part with the Pledged Collateral or any part thereof, and take possession of
the proceeds of any such sale, assignment, license, liquidation or disposition;




          (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor
in writing to deliver the same to the Collateral Agent at any place or places so designated by the
Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the
same to be moved to the place or places designated by the Collateral Agent and therewith delivered
to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral
Agent at such place or places pending further action by the Collateral Agent and (C) while the
Pledged Collateral shall be so stored and kept, provide such security and maintenance services as
shall be necessary to protect the same and to preserve and maintain them in good condition. Each
Pledgor’s obligation to deliver the Pledged Collateral as
contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the
Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of
such obligation;




          (v) Withdraw all moneys, instruments, securities and other property in any bank, financial
securities, deposit or other account of any Pledgor constituting Pledged Collateral for
application to the Secured Obligations as provided in Article X hereof;




          (vi) Retain and apply the Distributions to the Secured Obligations as provided in Article
X hereof;




          (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral,
including perfecting assignment of and exercising any and all voting, consensual and other rights
and powers with respect to any Pledged Collateral;




          (viii) In the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent,
or in the name of any Pledgor communicate (by mail, telephone, facsimile or otherwise) with the
Account Debtors and other obligors in respect of Receivables of such Pledgor and parties to
contracts with such Pledgor, to verify with such persons, to the Collateral Agent’s satisfaction,
the existence, amount, terms of, and any other matter relating to, Accounts, Chattel Paper,
Payment Intangibles, General Intangibles, Instruments and other Receivables that are Pledged
Collateral; and




          (ix) Exercise all the rights and remedies of a secured party on default under the UCC, and
the Collateral Agent may also in its sole discretion, without notice except as specified in
Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any
part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or
at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery,
and at such price or prices and upon such other terms as the Collateral Agent may deem
commercially reasonable. The Collateral Agent or any other Secured Party or any of their
respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged
Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding
and making
settlement or payment of the purchase price for all or any portion of the Pledged Collateral
sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to
such person as a credit on account of the purchase price of the Pledged Collateral or any part










 



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thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any
such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or
right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted
by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted. The Collateral
Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof
regardless of notice of sale having been given. The Collateral Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so adjourned. Each
Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Collateral
Agent arising by reason of the fact that the price at which the Pledged Collateral or any part
thereof may have been sold, assigned or licensed at such a private sale was less than the price
which might have been obtained at a public sale, even if the Collateral Agent accepts the first
offer received and does not offer such Pledged Collateral to more than one offeree.




          SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent
notice of sale or other disposition of the Pledged Collateral or any part thereof shall be
required by law, 10 days’ prior notice to such Pledgor of the time and place of any public sale or
of the time after which any private sale or other intended disposition is to take place shall be
commercially reasonable notification of such matters. No notification need be given to any Pledgor
if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying
any right to notification of sale or other intended disposition.




          SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest
extent permitted by applicable law, notice or judicial hearing in connection with the Collateral
Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any
part thereof, including any and all prior notice and hearing for any prejudgment remedy or
remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor
hereby further waives, to the fullest extent permitted by applicable law: (i) all damages
occasioned by such taking of possession, (ii) all other requirements as to the time, place and
terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s
rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or
moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be
liable for any incorrect or improper payment made pursuant to this Article IX in the
absence of gross negligence or willful misconduct on the part of the Collateral Agent. Any sale
of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral
shall operate to divest all right, title, interest, claim and demand, either at law or in equity,
of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in
equity against such Pledgor and against any and all persons claiming or attempting to claim the
Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under
such Pledgor.




          SECTION 9.4. Certain Sales of Pledged Collateral.




          (a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules,
regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with
respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who
meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such
sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable
through a public sale without such restrictions, and, notwithstanding such circumstances, agrees
that any such restricted sale shall be deemed to have been made in a commercially reasonable
manner and that, except as may be required by applicable law, the Collateral Agent shall have no
obligation to engage in public sales.










 



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          (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the
Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with
respect to any sale of all or any part of the Securities Collateral and Investment Property, to
limit purchasers to persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at
prices and on terms less favorable to the Collateral Agent than those obtainable through a public
sale without such restrictions (including a public offering made pursuant to a registration
statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner and that the
Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the
sale of any Securities Collateral or Investment Property for the period of time necessary to permit
the issuer thereof to register it for a form of public sale requiring registration under the
Securities Act or under applicable state securities laws, even if such issuer would agree to do so.




          (c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the
continuance of any Event of Default, at the reasonable request of the Collateral Agent, for the
benefit of the Collateral Agent, cause any registration, qualification under or compliance with any
Federal or state securities law or laws to be effected with respect to all or any part of the
Securities Collateral as soon as practicable and at the sole cost and expense of the Pledgors.
Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected
(and be kept effective) and will use its commercially reasonable efforts to cause such
qualification and compliance to be effected (and be kept effective) as may be so requested and as
would permit or facilitate the sale and distribution of such Securities Collateral including
registration under the Securities Act (or any similar statute then in effect), appropriate
qualifications under applicable blue sky or other state securities laws and appropriate compliance
with all other requirements of any Governmental Authority. Each Pledgor shall use its
commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to
the progress of each such registration, qualification or compliance and as to the completion
thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or
other documents incident thereto as the Collateral Agent from time to time may request, and shall
indemnify and shall cause the issuer of the Securities Collateral to indemnify the Collateral Agent
and all others participating in the distribution of such Securities Collateral against all claims,
losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a
material fact contained therein (or in any related registration statement, notification or the
like) or by any omission (or alleged omission) to state therein (or in any related registration
statement, notification or the like) a material fact required to be stated therein or necessary to
make the statements therein not misleading.




          (d) If the Collateral Agent determines to exercise its right to sell any or all of the
Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall
from time to time furnish to the Collateral Agent all such information as the Collateral Agent may
request in order to determine the number of securities included in the Securities Collateral or
Investment Property which may be sold by the Collateral Agent as exempt transactions under the
Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are
from time to time in effect.




          (e) Each Pledgor further agrees that a breach of any of the covenants contained in this
Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured
Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this
Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby
waives and agrees not to assert any defenses










 



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against an action for specific performance of such covenants except for a defense that no Event of
Default has occurred and is continuing.




          SECTION 9.5. No Waiver: Cumulative Remedies.




          (a) No failure on the part of the Collateral Agent to exercise, no course of dealing with
respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or
remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or
the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be
required to look first to, enforce or exhaust any other security, collateral or guaranties. All
rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies
provided by law or otherwise available.




          (b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any
right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure,
sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any
reason or shall have been determined adversely to the Collateral Agent, then and in every such
case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged Collateral, and all
rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall
continue as if no such proceeding had been instituted.




          SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event
of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent,
each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of such
Pledgor’s rights in the Intellectual Property Collateral, in recordable form with respect to those
items of the Intellectual Property Collateral consisting of registered Patents, Trademarks and/or
Copyrights (or applications therefor) and such other documents as are necessary or appropriate to
carry out the intent and purposes hereof. Within five Business Days of written notice thereafter
from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent
within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of
the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to
continue, directly or indirectly, to produce, advertise and sell the products and services sold by
such Pledgor under the registered Patents, Trademarks and/or Copyrights of such Pledgor, and such
persons shall be available to perform their prior functions on the Collateral Agent’s behalf.




ARTICLE X




APPLICATION OF PROCEEDS




          SECTION 10.1. Application of Proceeds. Subject to the terms of the Intercreditor
Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection
from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise
by the Collateral Agent of its remedies shall be applied, together with any other sums then held
by the Collateral Agent pursuant to this
Agreement, in accordance with the Credit Agreement.










 



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ARTICLE XI




MISCELLANEOUS




          SECTION 11.1. Concerning Collateral Agent.




          (a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit
Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the
Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or refrain from taking
action (including the release or substitution of the Pledged Collateral), in accordance with this
Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in
connection herewith and shall not be liable for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor
Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the
acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that
successor Collateral Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the
retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this
Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to
its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was
the Collateral Agent.




          (b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equivalent to that which the Collateral Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests, it being understood that
neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i)
ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Securities Collateral, whether or not the Collateral Agent or any
other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary
steps to preserve rights against any person with respect to any Pledged Collateral.




          (c) The Collateral Agent shall be entitled to rely upon any written notice, statement,
certificate, order or other document or any telephone message believed by it to be genuine and
correct and to have been signed, sent or made by the proper person, and, with respect to all
matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by
it.




          (d) Except as otherwise provided in Sections 11.17 and 11.18 hereof, if any
item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any
other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event
of any conflict between the provisions hereof and the provisions of such other deed of trust,
mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the
Collateral Agent, in its sole discretion, shall select which provision or provisions shall control.




          (e) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing
statements of the Pledgors need to be amended as a result of any of the changes described in
Section 5.13 of the Credit Agreement. If any Pledgor fails to provide information to the Collateral
Agent about such changes on a timely basis, the Collateral Agent shall not be liable or responsible
to any party










 



-32-

for any failure to maintain a perfected security interest in such Pledgor’s property constituting
Pledged Collateral, for which the Collateral Agent needed to have information relating to such
changes. The Collateral Agent shall have no duty to inquire about such changes if any Pledgor does
not inform the Collateral Agent of such changes, the parties acknowledging and agreeing that it
would not be feasible or practical for the Collateral Agent to search for information on such
changes if such information is not provided by any Pledgor.




          SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this
Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required
insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special
assessments, levies, fees and governmental charges imposed upon or assessed against, and
landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and
warehousemen’s Liens and other claims arising by operation of law against, all or any portion of
the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any
obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on
the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not
be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds
for such purpose; provided, however, that the Collateral Agent shall in no event be bound
to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor
fails to pay or perform as and when required hereby and which such Pledgor does not contest in
accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the
Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 11.03
of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken
by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any
such failure to observe any covenant contained in this Agreement nor any breach of representation
or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral
Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor
and in the name of such Pledgor, or otherwise, from time to time in the Collateral Agent’s
discretion to take any action and to execute any instrument consistent with the terms of the Credit
Agreement, this Agreement and the other Security Documents which the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof (but the Collateral Agent shall not be
obligated to and shall have no liability to such Pledgor or any third party for failure to so do or
take action). The foregoing grant of authority is a power of attorney coupled with an interest and
such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that
such attorney shall lawfully do or cause to be done by virtue hereof.




          SECTION
11.3. Continuing Security Interest; Assignment. This Agreement shall create a
continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors,
their respective successors and assigns and (ii) inure, together with the rights and remedies of
the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured
Parties and each of their respective successors, transferees and assigns. No other persons
(including any other creditor of any Pledgor) shall have any interest herein or any right or
benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any
Secured Party may assign or otherwise transfer any indebtedness held by it secured by this
Agreement to any other person, and such other person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however,
to the provisions of the Credit Agreement. Each of the Pledgors agrees that its obligations
hereunder and the security interest created hereunder shall continue to be effective or be
reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the
Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the
bankruptcy or reorganization of any Pledgor or otherwise.










 



-33-


          SECTION
11.4. Termination; Release. When all the Secured Obligations (other than
Treasury Obligations) have been paid in full, all Treasury Obligations have been paid in full or
otherwise collateralized in a manner satisfactory to the holders and providers of the Treasury
Obligations, in their sole discretion, and the Commitments of the Lenders to make any Loan or to
issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated
and all Letters of Credit have been terminated or cash collateralized in accordance with the
provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this
Agreement the Pledged Collateral shall be released from the Lien of this Agreement. Upon such
release or any release of Pledged Collateral or any part thereof in accordance with the provisions
of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and
expense of the Pledgors, assign, transfer and deliver to the relevant Pledgor, against receipt and
without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral
Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to
be released (in the case of a release) as may be in possession of the Collateral Agent and as shall
not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any
other Pledged Collateral, proper documents and instruments (including any necessary UCC-3
termination financing statements or releases) acknowledging the termination hereof or the release
of such Pledged Collateral, as the case may be.




          SECTION 11.5. Modification in Writing. No amendment, modification, supplement,
termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor
therefrom, shall be effective unless the same shall be made in accordance with the terms of the
Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment,
modification or supplement of or to any provision hereof, any waiver of any provision hereof and
any consent to any departure by any Pledgor from the terms of any provision hereof in each case
shall be effective only in the specific instance and for the specific purpose for which made or
given. Except where notice is specifically required by this Agreement or any other document
evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall
entitle any Pledgor to any other or further notice or demand in similar or other circumstances.




          SECTION
11.6. Notices. Unless otherwise provided herein or in the Credit Agreement,
any notice or other communication herein required or permitted to be given shall be given in the
manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to
it at the address of the Administrative Borrower set forth in the Credit Agreement and as to the
Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written notice to the other
party complying as to delivery with the terms of this Section 11.6.




          SECTION
11.7. Governing Law; Consent to Jurisdiction and Service of Process; Waiver of
Jury Trial. Sections 11.09 and 11.10 of the Credit Agreement are incorporated herein, mutatis
mutandis, as if a part hereof.




          SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without invalidating the remaining
provisions hereof or affecting the validity, legality or enforceability of such provision in any
other jurisdiction.




          SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to










 




-34-

be an original, but all such counterparts together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this Agreement.




          SECTION 11.10. Business Days. In the event any time period or any date provided in
this Agreement ends or falls on a day other than a Business Day, then such time period shall be
deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and
performance herein may be made on such Business Day, with the same force and effect as if made on
such other day.




          SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such Pledgor shall not
be entitled to any credit against the principal, premium, if any, or interest payable under the
Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums
which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on
the Pledged Collateral or any part thereof.




          SECTION 11.12. No Claims Against Collateral Agent. Nothing contained in this
Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for
the performance of any labor or services or the furnishing of any materials or other property in
respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power
or authority to contract for or permit the performance of any labor or services or the furnishing
of any materials or other property in such fashion as would permit the making of any claim against
the Collateral Agent in respect thereof or any claim that any Lien based on the performance of
such labor or services or the furnishing of any such materials or other property is prior to the
Lien hereof.




          SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan
Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder,
shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on
such Pledgor’s part to be performed or observed under or in respect of any of the Pledged
Collateral or from any liability to any person under or in respect of any of the Pledged
Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to
perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so
performed or observed or shall impose any liability on the Collateral Agent or any other Secured
Party for any act or omission on the part of such Pledgor relating thereto or for any breach of
any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit
Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in
connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the
Collateral Agent nor any other Secured Party shall have any obligation or liability under any
contracts, agreements and other documents included in the Pledged Collateral by reason of this
Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any
of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce
any such contract, agreement or other document included in the Pledged Collateral hereunder. The
obligations of each Pledgor contained in this Section 11.13 shall survive the termination
hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit
Agreement and the other Loan Documents.




          SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall
be absolute and unconditional irrespective of:




          (i) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of any other Pledgor;










 



-35-



     (ii) any lack of validity or enforceability of the Credit Agreement or any other Loan
Document, or any other agreement or instrument relating thereto;




     (iii) any change in the time, manner or place of payment of, or in any other term of,
all or any of the Secured Obligations, or any other amendment or waiver of or any consent to
any departure from the Credit Agreement or any other Loan Document or any other agreement or
instrument relating thereto;




     (iv) any pledge, exchange, release or non-perfection of any other collateral, or any
release or amendment or waiver of or consent to any departure from any guarantee, for all
or any of the Secured Obligations;




     (v) any exercise, non-exercise or waiver of any right, remedy, power or privilege
under or in respect hereof, the Credit Agreement or any other Loan Document; or




     (vi) any other circumstances which might otherwise constitute a defense available to,
or a discharge of, any Pledgor.



          SECTION
11.15. INTERCREDITOR AGREEMENT GOVERNS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE
EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER
ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




          SECTION 11.16. Delivery of Collateral. Prior to the Discharge of Term Loan
Obligations, to the extent any Pledgor is required hereunder to deliver Pledged Collateral that is
Term Loan Priority Collateral to the Collateral Agent for purposes of possession and control and
is unable to do so as a result of having previously delivered such Pledged Collateral to any of
the Term Loan Agents in accordance with the terms of the Term Loan Security Documents, such
Pledgor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the
delivery to such Term Loan Agents, acting as a gratuitous bailee and/or sub-agent of the
Collateral Agent in accordance with the terms of the Intercreditor Agreement.




          SECTION 11.17. Mortgages. In the case of a conflict between this Agreement and the
Mortgages with respect to Pledged Collateral that is real property (including Fixtures), the
Mortgages shall govern. In all other conflicts between this Agreement and the Mortgages, this
Agreement shall govern.




          SECTION 11.18. Conflicts.




          (a) In the case of any conflict between this Agreement and the Credit Agreement, the
provisions of the Credit Agreement shall govern.










 



-36-


          (b) In the case of a conflict between this Agreement and the Canadian Security Agreement,
solely with respect to the Canadian Borrower, the provisions of the Canadian Security Agreement
shall govern.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]










 






          IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be
duly executed and delivered by their duly authorized officers as of the date first above written.




	 	 	 	 	 
	 	NOVELIS INC., as a Pledgor

 	 
	 	By:  	/s/
Orville G. Lunking
 	 
	 	 	Name:  	Orville G. Lunking 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	NOVELIS CORPORATION, as a Pledgor

 	 
	 	By:  	/s/
Orville G. Lunking
 	 
	 	 	Name:  	Orville G. Lunking 	 
	 	 	Title: 	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	NOVELIS PAE CORPORATION, as a Pledgor

 	 
	 	By:  	/s/
Orville G. Lunking
 	 
	 	 	Name:  	Orville G. Lunking 	 
	 	 	Title: 	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	NOVELIS FINANCES USA LLC, as a Pledgor

 	 
	 	By:  	/s/
Orville G. Lunking
 	 
	 	 	Name:  	Orville G. Lunking 	 
	 	 	Title: 	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	NOVELIS SOUTH AMERICA HOLDINGS LLC, as a Pledgor

 	 
	 	By:  	/s/
Orville G. Lunking
 	 
	 	 	Name:  	Orville G. Lunking 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 



[Signature Page to ABL US Security Agreement]











 





	 	 	 	 	 
	 	ALUMINUM UPSTREAM HOLDINGS LLC, as a

Pledgor

 	 
	 	By:  	/s/
Orville G. Lunking
 	 
	 	 	Name:  	Orville G. Lunking 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 




[Signature Page to ABL US Security Agreement]










 







	 	 	 	 	 
	 	LASALLE BUSINESS CREDIT, LLC,

as Collateral Agent

 	 
	 	By:  	/s/
Steve Friedbetter
 	 
	 	 	Name:  	Steve Friedbetter	 
	 	 	Title:     S.V.P. 	 
	 




[Signature Page to ABL US Security Agreement]

















 





EXHIBIT 1




ISSUER’S ACKNOWLEDGMENT





     The undersigned hereby (i) acknowledges as of this
           day of
                    , 20     , receipt
of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Security Agreement), dated as of July
6, 2007, made by NOVELIS INC., a corporation formed under the Canada Business Corporation Act,
NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS
FINANCES USA LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, a
Delaware limited liability company, and ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited
liability company and the Guarantors party thereto, in favor of LASALLE BUSINESS CREDIT, LLC, as
collateral agent (in such capacity and together with any successors in such capacity, the
“Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted to
the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply
with instructions of the Collateral Agent with respect to the applicable Securities Collateral
without further consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent upon
obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral
that is adverse to the interest of the Collateral Agent therein and (v) waives any right or
requirement at any time hereafter to receive a copy of the Security Agreement in connection with
the registration of any Securities Collateral thereunder in the name of the Collateral Agent or its
nominee or the exercise of voting rights by the Collateral Agent or its nominee.



	 	 	 	 	 
	 	[                                         ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 










 



 


EXHIBIT 2




SECURITIES PLEDGE AMENDMENT




     This Securities Pledge Amendment, dated as of [                     ] (“Securities Pledge
Amendment”), is delivered by [                     ] (the “Pledgor”), in favor of LASALLE BUSINESS CREDIT,
LLC, as collateral agent (in such capacity and together with any successors in such capacity, the
“Collateral Agent”), pursuant to Section 5.1 of the Security Agreement (as amended, amended
and restated, supplemented or otherwise modified from time to time,
the “Security Agreement;”
capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in the Security Agreement), dated as of July 6, 2007, made by NOVELIS INC., a corporation
formed under the Canada Business Corporation Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS
PAE CORPORATION, a Delaware corporation, NOVELIS FINANCES USA LLC, a Delaware limited liability
company, NOVELIS SOUTH AMERICA HOLDINGS LLC, a Delaware limited liability company, and ALUMINUM
UPSTREAM HOLDINGS LLC, a Delaware limited liability company and the Guarantors party thereto, in
favor of LASALLE BUSINESS CREDIT, LLC, as collateral agent (in such capacity and together with any
successors in such capacity, the “Collateral Agent”).



     As collateral security for the payment and performance in full of all the Secured Obligations,
the Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured
Parties, a lien on and security interest in all of the right, title and interest of the Pledgor in,
to and under the Pledged Securities and Intercompany Notes listed on this Securities Pledge
Amendment and all Proceeds of any and all of the foregoing (other than Excluded Property).



     The Pledgor hereby agrees that this Securities Pledge Amendment may be attached to the
Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this
Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral
and shall secure all Secured Obligations.



     NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS SECURITIES PLEDGE
AMENDMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED
PARTIES HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY
CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS SECURITIES
PLEDGE AMENDMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.









 




-2-


PLEDGED SECURITIES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	PERCENTAGE OF
	 	 		 	 	 	 	 		 	ALL ISSUED
	 	 	CLASS OF	 	 	 	 	 	NUMBER OF	 	CAPITAL OR OTHER
	 	 	STOCK OR	 	PAR	 	CERTIFICATE	 	SHARES OR 	 	EQUITY INTERESTS
	ISSUER	 	INTERESTS	 	VALUE	 	NO(S).	 	INTERESTS	 	OF ISSUER
	 
	 	 	 	 	 	 	 	 	 	 





INTERCOMPANY NOTES




	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL	 	DATE OF	 	INTEREST	 	MATURITY
	ISSUER	 	AMOUNT	 	ISSUANCE	 	RATE	 	DATE
	 
	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 	[                    ],

as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AGREED TO AND ACCEPTED:


LASALLE BUSINESS CREDIT, LLC, 

as Collateral Agent


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 









 



 


EXHIBIT 3




JOINDER AGREEMENT




[Name of New Pledgor]

[Address of New Pledgor]




[Date]




 






 






 






 






Ladies and Gentlemen:





     Reference is made to the Security Agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement),
dated as of July 6, 2007, made by NOVELIS INC., a corporation formed under the Canada Business
Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware
corporation, NOVELIS FINANCES USA LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA
HOLDINGS LLC, a Delaware limited liability company, and ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware
limited liability company and the Guarantors party thereto, in favor of LASALLE BUSINESS CREDIT,
LLC, as collateral agent (in such capacity and together with any successors in such capacity, the
“Collateral Agent”).



     This Joinder Agreement (“Joinder Agreement”) supplements the Security Agreement and
is delivered by the undersigned, [                     ] (the “New Pledgor”), pursuant to Section 3.5 of the
Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party
to the Security Agreement by all of the terms, covenants and conditions set forth in the Security
Agreement to the same extent that it would have been bound if it had been a signatory to the
Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be
bound as a party by all of the terms, covenants and conditions applicable to it set forth in
Articles V, VI and VII of the Credit Agreement to the same extent that it would have been bound if
it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement.
Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the
Collateral Agent, as collateral security for the full, prompt and complete payment and performance
when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a
lien on and security interest in, all of its right, title and interest in, to and under the Pledged
Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor
thereunder. The New Pledgor hereby makes each of the









 



-2-



representations and warranties and agrees to each of the covenants applicable to the Pledgors
contained in the Security Agreement and the Credit Agreement.



     Annexed hereto are supplements to each of the schedules to the Security Agreement and the
Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed
to be part of the Security Agreement or the Credit Agreement, as applicable.



     This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all such
counterparts together shall constitute one and the same agreement.



     THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION.



     NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS JOINDER AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES HEREUNDER
ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS JOINDER AGREEMENT, THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]










 



-3-


     IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and
delivered by its duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	[NEW PLEDGOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AGREED TO AND ACCEPTED:


LASALLE BUSINESS CREDIT, LLC, 

as Collateral Agent


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Schedules to be attached]










 



 


EXHIBIT 4




COPYRIGHT SECURITY AGREEMENT





     COPYRIGHT SECURITY AGREEMENT, dated as of [                    ]
 (“Copyright
Security Agreement”), by [                    ] and
[                    ] (individually, an “Assignor”, and,
collectively, the “Assignors”), in favor of LASALLE BUSINESS CREDIT, LLC, a limited liability
company located at 135 South LaSalle Street, Suite 425, Chicago, Illinois 60603, in its capacity as
collateral agent pursuant to the Credit Agreement (in such capacity, the “Assignee”).



W I T N E S S E T H:




     WHEREAS, the Assignors are party to a Security Agreement of even date herewith (the “Security
Agreement”) in favor of the Assignee pursuant to which the Assignors are required to execute and
deliver this Copyright Security Agreement;



     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Assignor and the
Assignee hereby agree as follows:



     SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Security Agreement. For purposes of this Copyright
Security Agreement, the term “Copyrights” shall mean, collectively, all copyrights (whether
statutory or common law, whether established, registered or recorded in the United States or any
other country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished) and all mask works (as such term is defined in 17 U.S.C. Section 901, et
seq.), together with any and all (i) copyright registrations and applications, (ii) rights and
privileges arising under applicable law with respect to such copyrights, (iii) renewals and
extensions thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and
payments now or hereafter due and/or payable with respect thereto, including damages and payments
for past, present or future infringements or other violations thereof, (v) rights corresponding
thereto throughout the world and (vi) rights to sue for past, present or future infringements
thereof.



     SECTION 2. Grant of Security Interest in Copyright Collateral. As collateral security
for the payment and performance in full of all the Secured Obligations, each Assignor hereby
pledges and grants to the Assignee for the benefit of the Secured
Parties, a lien on and security
interest in all of the right, title and interest of such Assignor in, to and under the following
property, wherever located, and whether now existing or hereafter arising or acquired from time to
time (collectively, the “Pledged Copyright Collateral”):



     (a) all Copyrights of such Assignor, including, without limitation, the registered and
applied-for Copyrights of such Assignor listed on Schedule I attached hereto; and









 



-2-


     (b) all Proceeds and products of each of the foregoing and all accessions to, substitutions
and replacements for, and rents, profits and products of, each of the foregoing, and any and all
Proceeds of any insurance, indemnity, warranty or guaranty payable to such Assignor from time to
time with respect to any of the foregoing.



Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security
interest created by this Copyright Security Agreement shall not extend to any Excluded Property.



     SECTION 3. Security Agreement. The lien and security interest granted pursuant to this
Copyright Security Agreement is granted in conjunction with the lien and security interest granted
to the Assignee pursuant to the Security Agreement and Assignors hereby acknowledge and affirm that
the rights and remedies of the Assignee with respect to the lien and security interest in the
Copyrights made and granted hereby are more fully set forth in the Security Agreement. In the event
that any provision of this Copyright Security Agreement is deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall control unless the Assignee shall
otherwise determine.



     SECTION 4. Recordation. Each Assignor hereby authorizes and requests that the United
States Copyright Office record this Copyright Security Agreement.



     SECTION 5. Termination. When all the Secured Obligations have been paid in full and
the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit
Agreement shall have expired or been sooner terminated and all Letters of Credit have been
terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this
Copyright Security Agreement shall terminate. Upon termination of this Copyright Security Agreement
the Pledged Copyright Collateral shall be released from the Lien of this Copyright Security
Agreement and upon the request and at the sole cost and expense of the Assignors, the Assignee
shall execute, acknowledge, and deliver to the Assignors an instrument in writing in recordable
form releasing the Pledged Copyright Collateral from the Lien of this Copyright Security Agreement.



     SECTION 6. Counterparts. This Copyright Security Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page of this Copyright Security
Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this
Copyright Security Agreement.



     SECTION 7. Governing Law. This Copyright Security Agreement shall be construed in
accordance with and governed by the law of the State of New York, without regard to conflicts of
law principles that would require the application of the laws of another jurisdiction.



     SECTION 8. INTERCREDITOR AGREEMENT GOVERNS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
ASSIGNEE, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS COPYRIGHT SECURITY AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ASSIGNEE AND THE OTHER SECURED PARTIES HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT









 



-3-



OF ANY
CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS
COPYRIGHT SECURITY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND
CONTROL.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]










 



-4-




     IN WITNESS WHEREOF, each Assignor has caused this Copyright Security Agreement to be executed
and delivered by its duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	[ASSIGNORS]1

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Accepted and Agreed:


LASALLE BUSINESS CREDIT, LLC, 

as Assignee


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	This document needs only to be executed by Pledgors that hold registered or applied-for Copyrights
that are subject to the Lien of the Security Agreement.












 



-5-


SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS




Copyright Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	TITLE OF WORK
	 
	 	 	 	 





Copyright Applications:




	 	 	 
	OWNER	 	TITLE OF WORK
	 
	 	 











 



 


EXHIBIT 5




PATENT SECURITY AGREEMENT




     PATENT SECURITY AGREEMENT, dated as of [                    ] (“Patent Security
Agreement”), by [                    ] and
[                    ] (individually, an “Assignor”, and, collectively, the
“Assignors”), in favor of LASALLE BUSINESS CREDIT, LLC, a limited liability company located at 135
South LaSalle Street, Suite 425, Chicago, Illinois 60603, in its capacity as collateral agent
pursuant to the Credit Agreement (in such capacity, the “Assignee”).



W I T N E S S E T H:




     WHEREAS, the Assignors are party to a Security Agreement of even date herewith (the “Security
Agreement”) in favor of the Assignee pursuant to which the Assignors are required to execute and
deliver this Patent Security Agreement;



     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Assignor and the
Assignee hereby agree as follows:



     SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Security Agreement. For purposes of this Patent
Security Agreement, the term “Patents” shall mean, collectively, all patents, patent applications,
certificates of inventions, industrial designs and rights corresponding thereto throughout the
world (whether established or registered or recorded in the United States or any other country or
any political subdivision thereof), together with any and all (i) rights and privileges arising
under applicable law with respect to any of the foregoing, (ii) inventions and improvements
described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and
continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims
and payments now or hereafter due and/or payable thereunder and with respect thereto including
damages and payments for past, present or future infringements or other violations thereof, (v)
rights corresponding thereto throughout the world and (vi) rights to sue for past, present or
future infringements or other violations thereof.



     SECTION 2. Grant of Security Interest in Patent Collateral. As collateral security for
the payment and performance in full of all the Secured Obligations, each Assignor hereby pledges
and grants to the Assignee for the benefit of the Secured Parties, a lien on and security interest
in all of the right, title and interest of such Assignor in, to and under the following property,
wherever located, and whether now existing or hereafter arising or acquired from time to time
(collectively, the “Pledged Patent Collateral”):



     (a) all Patents of such Assignor, including, without limitation, the registered and
applied-for Patents of such Assignor listed on Schedule I attached hereto; and









 





-2-


     (b) all Proceeds and products of each of the foregoing and all accessions to, substitutions
and replacements for, and rents, profits and products of, each of the foregoing, and any and all
Proceeds of any insurance, indemnity, warranty or guaranty payable to such Assignor from time to
time with respect to any of the foregoing.



Notwithstanding anything to the contrary contained in clauses (a) and (b) above, the security
interest created by this Patent Security Agreement shall not extend to any Excluded Property.



     SECTION
3. Security Agreement. The lien and security interest granted pursuant to this
Patent Security Agreement is granted in conjunction with the lien and security interest granted to
the Assignee pursuant to the Security Agreement and Assignors hereby acknowledge and affirm that
the rights and remedies of the Assignee with respect to the lien and security interest in the
Patents made and


granted hereby are more fully set forth in the Security Agreement. In the event that any provision
of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions
of the Security Agreement shall control unless the Assignee shall otherwise determine.



     SECTION 4. Recordation. Each Assignor hereby authorizes and requests that the
Commissioner of Patents and Trademarks record this Patent and Security Agreement.



     SECTION 5. Termination. When all the Secured Obligations have been paid in full and
the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit
Agreement shall have expired or been sooner terminated and all Letters of Credit have been
terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this
Patent Security Agreement shall terminate. Upon termination of this Patent Security Agreement the
Pledged Patent Collateral shall be released from the Lien of this Patent Security Agreement and
upon the request and at the sole cost and expense of the Assignors, the Assignee shall execute,
acknowledge, and deliver to the Assignors an instrument in writing in recordable form releasing the
Pledged Patent Collateral from the Lien of this Patent Security Agreement.



     SECTION 6. Counterparts. This Patent Security Agreement and any amendments, waivers,
consents or supplements hereto may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all such counterparts together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page of this Patent Security
Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this
Patent Security Agreement.



     SECTION 7. Governing Law. This Patent Security Agreement shall be construed in
accordance with and governed by the law of the State of New York, without regard to conflicts of
law principles that would require the application of the laws of another jurisdiction.



     SECTION 8. INTERCREDITOR AGREEMENT GOVERNS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
ASSIGNEE, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS PATENT SECURITY AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ASSIGNEE AND THE OTHER SECURED PARTIES HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF









 



-3-

ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS PATENT
SECURITY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]










 



-4-


     IN WITNESS WHEREOF, each Assignor has caused this Patent Security Agreement to be executed and
delivered by its duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	[ASSIGNORS]2

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Accepted and Agreed:


LASALLE BUSINESS CREDIT, LLC, 

as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	This document needs only to be executed by Pledgors that hold registered or applied-for Patents
that are subject to the Lien of the Security Agreement.












 





-5-


SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS




Patent Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	NAME
	 
	 	 	 	 





Patent
Applications: 




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	NAME
	 
	 	 	 	 











 



 


EXHIBIT 6




TRADEMARK SECURITY AGREEMENT




     TRADEMARK SECURITY AGREEMENT, dated as of [                    ] ( “Trademark
Security Agreement”), by [                      ] and [                      ] (individually, an “Assignor”, and, collectively, the
“Assignors”), in favor of LASALLE BUSINESS CREDIT, LLC, a limited liability company located at 135
South LaSalle Street, Suite 425, Chicago, Illinois 60603, in its capacity as collateral agent
pursuant to the Credit Agreement (in such capacity, the “Assignee”).



W I T N E S S E T H:




     WHEREAS, the Assignors are party to a Security Agreement of even date herewith (the “Security
Agreement”) in favor of the Assignee pursuant to which the Assignors are required to execute and
deliver this Trademark Security Agreement;



     NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Assignor and the
Assignee hereby agree as follows:



     SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein
shall have the meanings given to them in the Security Agreement. For purposes of this Trademark
Security Agreement, the term “Trademarks” shall mean, collectively, all trademarks (including
service marks and certification marks), slogans, logos, certification marks, trade dress, Internet
Domain Names, corporate names and trade names, whether registered or unregistered (whether
statutory or common law and whether established or registered in the United States or any other
country or any political subdivision thereof), together with any and all (i) registrations and
applications for any of the foregoing, (ii) goodwill connected with the use thereof and symbolized
thereby, (iii) rights and privileges arising under applicable law with respect to the use of any of
the foregoing, (iv) reissues, continuations, extensions and renewals thereof and amendments
thereto, (v) income, fees, royalties, damages and payments now and hereafter due and/or payable
thereunder and with respect thereto, including damages, claims and payments for past, present or
future infringements, dilutions or other violations thereof, (vi) rights corresponding thereto
throughout the world and (vii) rights to sue for past, present and future infringements, dilutions
or other violations thereof.



     SECTION 2. Grant of Security Interest in Trademark Collateral. As collateral security
for the payment and performance in full of all the Secured Obligations, each Assignor hereby
pledges and grants to the Assignee for the benefit of the Secured Parties, a lien on and security
interest in all of the right, title and interest of such Assignor in, to and under the following
property, wherever located, and whether now existing or hereafter arising or acquired from time to
time (collectively, the “Pledged Trademark Collateral”):



     (a) all Trademarks of such Assignor, including, without limitation, the registered and
applied-for Trademarks of such Assignor listed on Schedule I attached hereto; and









 



-2-


     (b) all Proceeds and products of each of the foregoing and all accessions to, substitutions
and replacements for, and rents, profits and products of, each of the foregoing, and any and all
Proceeds of any insurance, indemnity, warranty or guaranty payable to such Assignor from time to
time with respect to any of the foregoing.



Notwithstanding anything to the contrary contained in clauses (a) through (c) above, the security
interest created by this Trademark Security Agreement shall not extend to any Excluded Property.



     SECTION
3. Security Agreement. The lien and security interest granted pursuant to this
Trademark Security Agreement is granted in conjunction with the lien and security interest granted
to the Assignee pursuant to the Security Agreement and Assignors hereby acknowledge and affirm that
the rights and remedies of the Assignee with respect to the lien and security interest in the
Trademarks made and granted hereby are more fully set forth in the Security Agreement. In the event
that any provision of this Trademark Security Agreement is deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall control unless the Assignee shall
otherwise determine.



     SECTION 4. Recordation. Each Assignor hereby authorizes and requests that the
Commissioner of Patents and Trademarks record this Trademark Security Agreement.



     SECTION 5. Termination. When all the Secured Obligations have been paid in full and
the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit
Agreement shall have expired or been sooner terminated and all Letters of Credit have been
terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this
Trademark Security Agreement shall terminate. Upon termination of this Trademark Security Agreement
the Pledged Trademark Collateral shall be released from the Lien of this Trademark Security
Agreement and upon the request and at the sole cost and expense of the Assignors, the Assignee
shall execute, acknowledge, and deliver to the Assignors an instrument in writing in recordable
form releasing the Pledged Trademark Collateral from the Lien of this Trademark Security Agreement.



     SECTION 6. Counterparts. This Trademark Security Agreement and any amendments,
waivers, consents or supplements hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page of this Trademark Security
Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this
Trademark Security Agreement.



     SECTION 7. Governing Law. This Trademark Security Agreement shall be construed in
accordance with and governed by the law of the State of New York, without regard to conflicts of
law principles that would require the application of the laws of another jurisdiction.



     SECTION 8. INTERCREDITOR AGREEMENT GOVERNS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE
ASSIGNEE, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS TRADEMARK SECURITY AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ASSIGNEE AND THE OTHER SECURED PARTIES HEREUNDER









 



-3-



ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS TRADEMARK SECURITY
AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]










 



-4-


     IN WITNESS WHEREOF, each Assignor has caused this Trademark Security Agreement to be
executed and delivered by its duly authorized officer as of the date first above written.



	 	 	 	 	 
	 	[ASSIGNORS]3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Accepted and Agreed:


LASALLE BUSINESS CREDIT, LLC, 

as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	3	 	This document needs only to be executed by Pledgors that hold registered or applied-for Trademarks
that are subject to the Lien of the Security Agreement.










 



-5-






SCHEDULE I

to


TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS




Trademark Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 
	 	 	 	 





Trademark Applications:




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 
	 	 	 	 


















 





EXHIBIT 7




FORM OF BAILEE LETTER




LaSalle Business Credit, LLC, as Agent

135 South LaSalle Street, Suite 425

Chicago, Illinois 60603

Attention: Account Officer

Facsimile No: 312-904-6450




          Re: [                    ]




          [                    ] (the “Bailor”), a [                    ] and a subsidiary of Novelis Inc. (the
“Parent”), now does or hereafter may deliver to certain premises [managed] [owned] by [                    ]
(the “Bailee”), a [                    ], on behalf of the Bailor as owner and located at [                    ] (the
“Premises”), certain of its [DESCRIBE PROPERTY SUBJECT TO BAILMENT] for [DESCRIBE PURPOSE
FOR WHICH PROPERTY HAS BEEN DELIVERED TO BAILEE].




          The Parent and certain of its Subsidiaries (collectively, the “Borrowers”) have
entered into financing arrangements with certain financial institutions (the “Lenders”),
pursuant to a Credit Agreement, dated as of July 6, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”) for which LaSalle Business
Credit, LLC shall act as collateral agent (the “Agent”). As a condition to the Agent’s and
the Lenders’ loans and other financial accommodations to the Borrowers (as defined in the Credit
Agreement), the Agent and the Lenders require, among other things, liens on all of the Bailor’s
property located on the Premises, and the proceeds thereof (the “Collateral”).




          To induce the Agent and the Lenders (together with their respective agents and assigns) to
enter into said financing arrangements, and for other good and valuable consideration, the Bailee
hereby acknowledges receipt of the above notice, and hereby further agrees that:





     (i) title to the Collateral remains with the Bailor while the Collateral is in
the custody, control or possession of the Bailee, the undersigned, to the best of its
knowledge without special inquiry, does not know of any security interest or claim
with respect to such goods or proceeds, other than the security interest which is the
subject of this Agreement, and the Bailee will not assert against the Collateral any
lien, right of distraint or levy, right of offset, claim, deduction, counterclaim,
security or other interest in the Collateral, including any of the foregoing which
might arise or exist in its favor pursuant to any agreement, common law, statute
(including the Federal Bankruptcy Code) or otherwise, all of which the undersigned
hereby subordinates in favor of the Agent;









 



 


-2-





     (ii) the Collateral shall be clearly identified or identifiable as being owned by
the Bailor and is distinguishable from the property of the Bailee and other property
in its possession;




     (iii) none of the Collateral located on the Premises shall be permitted to become
a fixture to the Premises;




     (iv) the Bailee has not issued, and shall not issue, any negotiable documents or
other negotiable instruments in respect of any Collateral;




     (v) if any Borrower defaults on its obligations to the Agent and the Lenders,
subject to any grace period, and, as a result, the Agent undertakes to enforce its
security interest in the Collateral, the Bailee, upon receipt of reasonable written
confirmation of the currency and existence of a default (a) will hold the Collateral
for the Agent’s account for the benefit of the Lenders, and release the Collateral only
to the Agent or its designee, (b) will permit the Agent to enter the Premises upon
reasonable notice and during regular business hours and without unduly interrupting the
Bailee’s operations, to inspect, assemble, take possession of, and remove all of the
Collateral located on the Premises and will reasonably cooperate with the Agent in its
efforts to do so; (c) will permit the Collateral to remain on the Premises for
forty-five (45) days after the Agent notifies the Bailee in writing of the default, or,
at the Agent’s option, to remove the Collateral from the Premises within a reasonable
time, not to exceed forty-five (45) days after the Agent notifies the undersigned in
writing of the default; (d) will not hinder the Agent’s actions in enforcing its liens
on the Collateral; and (e) after the Agent notifies the Bailee in writing of the
default, will, without further consent or agreement of the Bailor, abide solely by
Agent’s lawful instructions with respect to the Collateral, and not those of the Bailor
and




     (vi) the Bailee hereby waives and releases, for Agent’s benefit, any and all
claims, liens, including bailee’s liens, and demands of every kind which Bailee has or
may later have against the Collateral (including any right to include such goods in
any secured financing to which Bailee may become party).



          The Bailee hereby irrevocably and unconditionally authorizes Agent (or its designee) to file
at any time prior to the payment in full of the Secured Obligations (as defined in the Credit
Agreement) in any jurisdiction and with such filing offices as the Agent so chooses such financing
statements naming the Bailee as the debtor consignee, the Bailor as the secured party consignor,
and the Agent as assignee, describing the Collateral in a manner that Agent believes is reasonably
necessary or desirable to protect its security interest in the Bailor’s property, and including any
other information with respect to the Bailee required under the Uniform Commercial Code for the
sufficiency of such financing statement or for it to be accepted by the filing office of any
applicable jurisdiction (and any amendments or continuations with respect thereto); provided,
however, Agent shall provide to Bailor for review copies of any such filings to be made,
sufficiently in advance of filing and once filed, final copies of such filings.




          Any notice(s) required or desired to be given hereunder shall be directed to the party to be
notified at the address stated herein.










 



-3-




          The agreements contained herein shall continue in force until each Borrower’s obligations and
liabilities to the Agent and the Lenders are paid and satisfied in full and all financing
arrangements among the Agent, the Lenders and the Borrowers have been terminated.




          The consent of the Bailor hereto constitutes its acknowledgment that Agent may assert any of
the rights set forth or referred to herein, without objection by the Bailor, and that the Bailee
may act in accordance with this Agreement without liability to the Bailor. By its signature below,
the Bailor agrees to reimburse the Bailee for all reasonable costs and expenses incurred by the
Bailee as a direct result of compliance with this Agreement.




   The Bailee will notify all successor owners, transferees, purchasers and mortgagees of the
Premises of the existence of this waiver. The agreements contained herein may not be modified or
terminated orally and shall be binding upon the successors, assigns and personal representatives of
the undersigned.



[Signature pages follow]










 



-4-


          This Agreement may be executed in any number of counterparts and by different parties to this
Agreement on separate counterparts, each of which, when so executed, shall be deemed an original,
but all such counterparts shall constitute one and the same agreement. Any signature delivered by a
party by facsimile transmission shall be deemed to be an original signature hereto. The undersigned
hereby waives notice of acceptance of this Agreement by Agent.




          Executed and delivered this ___ day of                      , 20 ___ .




	 	 	 	 	 
	 	[                    ]

[Address]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CONSENTED AND AGREED TO:




[                    ]

[Address]




	 	 	 	 	 
	By:
	 	 	 	 
	Title:

	 	 

	 	 






ACKNOWLEDGED AND ACCEPTED:




LASALLE BUSINESS CREDIT, LLC, as Agent

135 South LaSalle Street, Suite 425

Chicago, Illinois 60603

Attention: Account Officer

Facsimile No: 312-904-6450




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: 
Title:
	 	 












 








EXHIBIT M-2




Form of

CANADIAN SECURITY AGREEMENT




[See attached]




EXHIBIT M-2-1














 





 


AV ALUMINUM INC.




NOVELIS INC.




NOVELIS CAST HOUSE TECHNOLOGY LTD.




4260848 CANADA INC.




4260856 CANADA INC.




NOVELIS NO. 1 LIMITED PARTNERSHIP




as Obligors




and




LASALLE BUSINESS CREDIT, LLC




as Collateral Agent





 





SECURITY AGREEMENT

July 6, 2007





 











 





 


SECURITY AGREEMENT




     Security agreement dated as of July 6, 2007 made by each of AV Aluminum Inc., Novelis Inc.,
Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260848 Canada Inc. and Novelis No. 1
Limited Partnership, by its general partner 4260848 Canada Inc., to and in favour of LaSalle
Business Credit, LLC, as Collateral Agent for the benefit of the Secured Parties.



RECITALS:





	 	(a)	 	The Agents and the Lenders have agreed to make certain credit facilities
available to the Borrowers on the terms and conditions contained in the Credit
Agreement;
	 
	 	(b)	 	The Guarantors have guaranteed the obligations of the Borrowers on the terms and
conditions contained in the Guarantee; and
	 
	 	(c)	 	It is a condition precedent to the extension of credit to the Borrowers under
the Credit Agreement that the Obligors execute and deliver this Agreement in favour of
the Collateral Agent as security for the payment and performance of their obligations
under the Credit Agreement, the Guarantee and the other Credit Documents to which they
are a party.





     In consideration of the foregoing and other good and valuable consideration, the receipt and
adequacy of which are acknowledged, the Obligors agree as follows.



ARTICLE 1

INTERPRETATION




Section 1.1 Defined Terms.




     As used in this Agreement, the following terms have the following meanings:


“Administrative Agent” means ABN AMRO Bank N.V. acting as administrative agent for the Lenders
under the Credit Agreement and any successor administrative agent appointed under the Credit
Agreement, and its successors and assigns.



“Agents” mean, collectively, the Administrative Agent, the Canadian Administrative Agent and the
Collateral Agent.



“Agreement” means this security agreement.



“Borrowers” means, collectively, the Canadian Borrower, the U.S. Borrowers, the U.K. Borrower and
the Swiss Borrower.










 



 


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“Canadian Administrative Agent” means ABN AMRO Bank N.V., Canada Branch, as Canadian administrative
agent for the Lenders under the Credit Agreement and any successor Canadian administrative agent
appointed under the Credit Agreement, and its successors and assigns.



“Canadian Borrower” means Novelis Inc., a corporation amalgamated and existing under the laws of
Canada, and its successors and permitted assigns.



“Collateral” has the meaning specified in Section 2.1.



“Collateral Agent” means LaSalle Business Credit, LLC acting as collateral agent for the Secured
Parties and any successor collateral agent appointed under the Credit Agreement, and its successors
and permitted assigns.



“Credit Agreement” means the credit agreement dated as of July 6, 2007 among the Borrowers,
Holdings, the Subsidiary Guarantors, the Lenders, ABN AMRO Bank N.V., as U.S./European issuing
bank, ABN AMRO Bank N.V., Canada Branch, as Canadian issuing bank, ABN AMRO Bank N.V., as
swingline lender, the Administrative Agent, the Collateral Agent, LaSalle Business Credit, LLC, as
funding agent, UBS Securities LLC, as syndication agent, Bank of America, N.A. National City
Business Credit, Inc. and CIT Business Credit Canada Inc., as documentation agents, ABN AMRO Bank
N.V., acting through its Canadian branch, as Canadian funding agent the Canadian Administrative
Agent and ABN AMRO Incorporated and UBS Securities LLC, as joint lead arrangers and joint
bookmanagers, as the same may be amended, modified, extended, renewed, replaced, restated,
supplemented or refinanced from time to time and includes any agreement extending the maturity of,
refinancing or restructuring all or any portion of, the indebtedness under such agreement or any
successor agreements, whether or not with the same Agents or Lenders.



“Excluded Property” means any (i) Equity Interest in any joint venture to the extent that the
terms of the applicable joint venture agreement validly prohibit the creation by the applicable
Obligor of a security interest in such Equity Interests in favour of the Collateral Agent, but
only to the extent and for so long as (A) the terms of the applicable agreement prohibit the
creation by the applicable Obligor of a security interest in such Equity Interests in favor of the
Collateral Agent and (B) such prohibition is permitted by Section 6.19 of the Credit Agreement,
and (ii) any United States trade-mark or service mark application filed on the basis of an
Obligor’s intent-to-use such mark, in each case, unless and until evidence of the use of such
trade-mark in interstate commerce is submitted to and accepted by the United States Patent and
Trademark Office; provided that, Excluded Property shall not include any proceeds, substitutions
or replacements of any Excluded Property referred to above (unless such proceeds, substitutions or
replacements would constitute Excluded Property referred to above)).










 



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“Excluded Securities Accounts” means (i) securities accounts with investment property or other
property held in or credited to such securities accounts with an aggregate value of less than
$10,000,000 at any time in the aggregate for all such securities account of any Loan Party which
are not subject to a control agreement satisfactory to the Collateral Agent (excluding accounts
referred in clause (ii)), and (ii) securities accounts with property held in or credited to such
securities accounts consisting solely of the Equity Interests of Aluminum Company of Malaysia
Berhard (Malaysia).



“Expenses” has the meaning specified in Section 2.2(d).



“Guarantee” means the guarantee dated the date hereof by the Guarantors to and in favour of the
Collateral Agent and the other Secured Parties.



“Guarantors” means, collectively, AV Aluminum Inc., a corporation incorporated and existing under
the laws of Canada, the Canadian Borrower, Novelis Cast House Technology Ltd., a corporation
incorporated and existing under the laws of Ontario, 4260848 Canada Inc., a corporation
incorporated and existing under the laws of Canada, 4260856 Canada Inc., a corporation
incorporated and existing under the laws of Canada and Novelis No. 1 Limited Partnership, a
partnership formed and existing under the laws of Quebec, by its general partner 4260848 Canada
Inc., and each of their successors and permitted assigns, and “Guarantor” shall mean anyone of
them.



“Instruments” means (i) a bill, note or cheque within the meaning of the Bills of Exchange Act
(Canada) or any other writing that evidences a right to the payment of money and is of a type that
in the ordinary course of business is transferred by delivery with any necessary endorsement or
assignment, or (ii) a letter of credit and an advice of credit if the letter or advice states that
it must be surrendered upon claiming payment thereunder, or (iii) chattel paper or any other
writing that evidences both a monetary obligation and a security interest in or a lease of specific
goods, or (iv) documents of title or any other writing that purports to be issued by or addressed
to a bailee and purports to cover such goods in the bailee’s possession as are identified or
fungible portions of an identified mass, and that in the ordinary course of business is treated as
establishing that the Person in possession of it is entitled to receive, hold and dispose of the
document and the goods it covers, or (v) any document or writing commonly known as an instrument.



“Intellectual Property” means domestic and foreign: (i) patents, applications for patents and
reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or
patent applications; (ii) proprietary and non-public business information, including inventions
(whether patentable or not), invention disclosures, improvements, discoveries, trade secrets,
confidential information, know-how, methods, processes, designs, technology, technical data,








 



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schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii)
copyrights, copyright registrations and applications for copyright registration; (iv) mask works,
mask work registrations and applications for mask work registrations; (v) designs, design
registrations, design registration applications and integrated circuit topographies; (vi) trade
names, business names, corporate names, domain names, website names and world wide web addresses,
common law trade-marks, trade-mark registrations and all renewals thereof, trade-mark applications,
trade dress and logos, and the goodwill associated with any of the foregoing; (vii) computer
software and programs (both source code and object code form), all proprietary rights in the
computer software and programs and all documentation and other materials related to the computer
software and programs; and (viii) any other intellectual property and industrial property; (ix)
income, fees, royalties, damages, claims and payments for past, present, or future infringements or
other violations thereof; (x) rights corresponding thereto throughout the world; and (xi) rights to
sue for past, present or future infringements or other violations thereof.



“Lenders” means the financial institutions and other lenders listed on the signature pages of the
Credit Agreement, any Person who may become a Lender pursuant to the Credit Agreement, and their
respective successors and assigns.



“Obligors”
means, collectively, the Canadian Borrower and the Guarantors and
“Obligor” means any
one of them.



“Perfection Certification” means the perfection certificate executed by each of the Obligors and
attached hereto as Schedule “B”.



“Registrable Intellectual Property” means any Intellectual Property in respect of which ownership,
title, security interests, charges or encumbrances are capable of registration, recording or
notation with any Governmental Authority pursuant to applicable laws.



“Required Secured Parties” means the Required Lenders, or to the extent required by the Credit
Agreement, all of the Lenders.



“Restricted Asset” has the meaning specified in Section 2.4(1).



“Secured Obligations” has the meaning specified in Section 2.2.



“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Funding
Agent, the Canadian Funding Agent, any Receiver or Delegate, each other Agent, the Lenders, the
Issuing Banks, and each party providing services to a Loan Party pursuant to a Treasury Services
Agreement, if at the date of entering into such Treasury Services Agreement (or, with respect to
Treasury Services Agreements in effect at the date hereof, at the date hereof) such person was a








 



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Lender, Arranger or Agent (or an Affiliate of a Lender, Arranger or Agent) (i) with an investment
grade credit rating with respect to its unsecured debt or liabilities from Moody’s and S&P or (ii)
otherwise approved by the Funding Agent, and in each case (with respect to any Affiliate of a
Lender) such person executes and delivers to the Funding Agent a letter agreement in form and
substance acceptable to the Funding Agent pursuant to which such person (i) appoints the Collateral
Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the
provisions of Sections 10.03 and 10.09 of the Credit Agreement, the Intercreditor Agreement and the
Security Documents as if it were a Lender.



“Securities” means:





	 	(a)	 	a document that is (i) issued in bearer, order or registered form, (ii) of a
type commonly dealt in upon securities exchanges or markets or commonly recognized in
any area in which it is issued or dealt in as a medium for investment, (iii) one of a
class or series or by its terms is divisible into a class or series of documents, and
(iv) evidence of a share, participation or other interest in property or in any
enterprise or is evidence of an obligation of the issuer and includes an uncertificated
security; and
	 
	 	(b)	 	a share, participation or other interest in a Person;





but excludes





	 	(c)	 	any ULC Shares.




“Security Interest” has the meaning specified in Section 2.2.



“U.K. Borrower” means Novelis UK Ltd, a limited liability company incorporated under the laws of
England and Wales, and its successors and permitted assigns.



“ULC Shares” means shares in any unlimited company or unlimited liability corporation at any time
owned or otherwise held by the Obligor.



“U.S. Borrowers” means, collectively, Novelis Corporation, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory to the Credit Agreement as borrowers, and their
successors and permitted assigns.




Section 1.2 Interpretation.





	(1)	 	Terms defined in the Personal Property Security Act (Ontario) and the Securities Transfer
Act (Ontario) and used but not otherwise defined in this Agreement have the same meanings.
Capitalized terms used in this Agreement but not defined have the meanings given to them in
the Credit Agreement.










 



- 7 -


	(2)	 	Any reference in any Credit Document to Liens permitted by the Credit Agreement and any right
of the Obligors to create or suffer to exist Liens permitted by the Credit Agreement are not
intended to and do not and will not subordinate the Security Interest to any such Lien or
give priority to any Person over the Secured Parties.
	 
	(3)	 	In this Agreement the words “including”, “includes” and “include” mean “including (or
includes or include) without limitation”. The expressions “Article”, “Section” and other
subdivision followed by a number mean and refer to the specified Article, Section or other
subdivision of this Agreement.
	 
	(4)	 	Any reference in this Agreement to gender includes all genders. Words importing the singular
number only include the plural and vice versa.
	 
	(5)	 	The division of this Agreement into Articles, Sections and other subdivisions and the
insertion of headings are for convenient reference only and do not affect its interpretation.
	 
	(6)	 	The schedules attached to this Agreement form an integral part of it for all purposes of it.
	 
	(7)	 	Any reference to this Agreement, any Credit Document or any Security Document refers to this
Agreement or such Credit Document or Security Document as the same may have been or may from
time to time be amended, modified, extended, renewed, restated, replaced or supplemented and
includes all schedules attached to it. Except as otherwise provided in this Agreement, any
reference in this Agreement to a statute refers to such statute and all rules and regulations
made under it as the same may have been or may from time to time be amended or re-enacted.





ARTICLE 2

SECURITY




Section 2.1 Grant of Security.




     Subject to Section 2.4, each Obligor grants to the Collateral Agent, for the benefit of the
Secured Parties, a security interest in, and assigns, mortgages, charges, hypothecates and pledges
to the Collateral Agent, for the benefit of the Secured Parties, all of the property and
undertaking of such Obligor whether now owned or hereafter acquired and all of the property and
undertaking in which such Obligor now has or hereafter acquires any interest (collectively, the
“Collateral”) including all of such Obligor’s:




	 	(a)	 	present and after-acquired personal property;










 



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	 	(b)	 	inventory including goods held for sale, lease or resale, goods furnished or to be
furnished to third parties under contracts of lease, consignment or service, goods
which are raw materials or work in process, goods used in or procured for packing and
materials used or consumed in the businesses of the Obligor;
	 
	 	(c)	 	equipment, machinery, furniture, fixtures, plant, vehicles and other goods of
every kind and description and all licences and other rights and all related records,
files, charts, plans, drawings, specifications, manuals and documents;
	 
	 	(d)	 	accounts due or accruing and all related agreements, books, accounts, invoices,
letters, documents and papers recording, evidencing or relating to them;
	 
	 	(e)	 	money, documents of title and chattel paper;
	 
	 	(f)	 	Instruments and Securities, including the Instruments and Securities listed in
Schedule “A”;
	 
	 	(g)	 	intangibles including all security interests, goodwill, choses in action,
contracts, contract rights, licenses and other contractual benefits;
	 
	 	(h)	 	Intellectual Property including the Registrable Intellectual Property listed in
the Perfection Certificate;
	 
	 	(i)	 	all substitutions and replacements of and increases, additions and, where
applicable, accessions to the property described in Section 2.1(a) through Section
2.1(h) inclusive; and
	 
	 	(j)	 	all proceeds in any form derived directly or indirectly from any dealing with
all or any part of the property described in 

Section 2.1(a) through Section 2.1(i)
inclusive, including the proceeds of such proceeds.





Section 2.2 Secured Obligations.




     The security interest, assignment, mortgage, charge, hypothecation and pledge granted by this
Agreement (collectively, the “Security Interest”) secures the payment and performance of the
following (collectively, the “Secured Obligations”):




	 	(a)	 	the obligations of the Borrowers and the other Loan Parties from time to time
arising under or in respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing (and interest that would
have accrued but for such










 



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	 	 	 	proceeding) during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or more
dates set for prepayment or otherwise, (ii) each payment required to be made by the
Borrowers and the other Loan Parties under the Credit Agreement in respect of any
Letter of Credit, when and as due, including payments in respect of Reimbursement
Obligations, interest thereon and obligations to provide cash collateral and (iii) all
other monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding), of the Borrowers and the other Loan Parties under the Credit Agreement and
the other Loan Documents;
	 
	 	(b)	 	the due and punctual performance of all covenants, agreements, obligations and
liabilities of the Borrowers and the other Loan Parties under or pursuant to the Credit
Agreement and the other Loan Documents;
	 
	 	(c)	 	the due and punctual payment and performance of all obligations of the Borrowers
and the other Loan Parties (including overdrafts and related liabilities) under each
Treasury Services Agreement entered into with any counterparty that is a Secured Party;
and
	 
	 	(d)	 	all expenses, costs and charges incurred by or on behalf of the Secured Parties
in connection with this Agreement, the Security Interest or the Collateral, including
all legal fees, court costs, receiver’s or agent’s remuneration and other expenses of
taking possession of, repairing, protecting, insuring, preparing for disposition,
realizing, collecting, selling, transferring, delivering or obtaining payment for the
Collateral, and of taking, defending or participating in any action or proceeding in
connection with any of the foregoing matters or otherwise in connection with the
Secured Parties’ interest in any Collateral, whether or not directly relating to the
enforcement of this Agreement or any other Credit Document (collectively, the
“Expenses”).





Section 2.3 Attachment.





	(1)	 	Each Obligor acknowledges that (i) value has been given, (ii) it has rights in the applicable
Collateral (other than after-acquired Collateral), (iii) it has not










 



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	 	 	agreed to postpone the time of attachment of the Security Interest, and (iv) it has received
a copy of this Agreement.
	 
	(2)	 	If any Securities or Instruments are now or at any time become evidenced, in whole or in
part, by uncertificated securities registered or recorded in records maintained by or on
behalf of the issuer thereof in the name of a clearing agency or a custodian or of a nominee
of either, the applicable Obligor will, at the request and option of the Collateral Agent,
(i) cause an appropriate entry to be made in the records of the clearing agency or custodian
to record the interest of the Collateral Agent in such Securities or Instruments created
pursuant to this Agreement or (ii) cause the Collateral Agent to have control over such
Securities or Instruments, other than with respect to Securities and Instruments held in an
Excluded Securities Account.
	 
	(3)	 	Each Obligor delivers to and deposits with the Collateral Agent any and all certificates
evidencing the Securities listed in Schedule “A”, to the extent such Securities are
certificated, together with, in each case, a stock power duly endorsed in blank for transfer
and grants control over such Securities to the Collateral Agent, as applicable. Each Obligor
also delivers to and deposits with the Collateral Agent the Instruments listed in Schedule
“A”, as applicable.
	 
	(4)	 	If any Obligor acquires any Securities or any Instruments, such Obligor will notify the
Collateral Agent in writing and provide the Collateral Agent with a revised Schedule “A”
recording the acquisition and particulars of such Instruments or Securities within 15 days
after such acquisition. Upon request by the Collateral Agent, such Obligor will promptly (but
in any event within 30 days after receipt by such Obligor or such longer period as may be
determined by the Collateral Agent in its sole discretion) deliver to and deposit with the
Collateral Agent, or cause the Collateral Agent to have control over, such Securities or
Instruments other than (i) Instruments evidencing amounts payable of less than $1,000,000 in
the aggregate for all Obligors or evidencing any rights to goods having a value of less than
$1,000,000 in the aggregate for all Obligors and (ii) Securities or Instruments representing
or evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a Loan
Party, as security for the Secured Obligations. The applicable Obligor will also promptly
inform the Collateral Agent in writing of the acquisition by it of any ULC Shares.
	 
	(5)	 	At the request of the Collateral Agent, the Obligors, as applicable will (i) cause the
transfer of any Securities or Instruments (other than Securities or Instruments representing
or evidencing Equity Interests in an Excluded Collateral Subsidiary which is not a Loan
Party) to the Collateral Agent to be registered wherever such registration may be required or
advisable in the










 



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	 	 	reasonable opinion of the Collateral Agent, (ii) duly endorse any such Securities or
Instruments for transfer in blank or register them in the name of the Collateral Agent or its
nominee or otherwise as the Collateral Agent may reasonably direct, (iii) immediately deliver
to the Collateral Agent any and all consents or other documents which may be necessary to
effect the transfer of any such Securities or Instruments to the Collateral Agent or any
third party and (iv) deliver to or otherwise cause the Collateral Agent to have control over
such Securities or Instruments.
	 
	(6)	 	Each Obligor will promptly notify the Collateral Agent in writing of the acquisition by it
of any Registrable Intellectual Property and will provide the Collateral Agent with a revised
Perfection Certificate recording the acquisition and particulars of such additional
Intellectual Property.





Section 2.4 Scope of Security Interest.





	(1)	 	To the extent that an assignment of amounts payable and other proceeds arising under or in
connection with, or the grant of a security interest in any agreement, licence, lease, permit
or quota of any Obligor would constitute a default under or a breach of or would result in
the termination of such agreement, licence, lease, permit or quota (each, a “Restricted
Asset”), the Security Interest with respect to each Restricted Asset will constitute a trust
created in favour of the Collateral Agent, for the benefit of the Secured Parties, pursuant
to which the applicable Obligor holds as trustee all proceeds arising under or in connection
with the Restricted Asset in trust for the Collateral Agent, for the benefit of the Secured
Parties, on the following basis:






	 	(a)	 	subject to the Credit Agreement, until the Security Interest is enforceable the
Obligor is entitled to receive all such proceeds; and
	 
	 	(b)	 	whenever the Security Interest is enforceable, (i) all rights of such Obligor to
receive such proceeds cease and all such proceeds will be immediately paid over to the
Collateral Agent for the benefit of the Secured Parties, and (ii) such Obligor will
take all actions requested by the Collateral Agent to collect and enforce payment and
other rights arising under the Restricted Asset.






	 	 	Upon request by the Collateral Agent, the Obligors will use all commercially reasonable efforts
to obtain the consent of each other party to any and all Restricted Assets to the assignment of
such Restricted Asset to the Collateral Agent in accordance with this Agreement. The Obligors
will also use all commercially reasonable efforts to ensure that all agreements entered into on
and after the date of this Agreement expressly permit assignments of the benefits of such
agreements as collateral security to the Collateral Agent in accordance with the terms of this
Agreement.










 



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	(2)	 	The Security Interest with respect to trade-marks and Intellectual Property established under
the laws of the United States, including any state, territory or political subdivision
thereof, constitutes a lien on and security interest in, and a charge, hypothecation and
pledge of, such Collateral in favour of the Collateral Agent for the benefit of the Secured
Parties, but does not constitute an assignment or mortgage of such Collateral to the
Collateral Agent or any Secured Party.
	 
	(3)	 	Until the Security Interest is enforceable, the grant of the Security Interest in the
Intellectual Property does not affect in any way the Obligors’ rights to commercially exploit
the Intellectual Property, defend it, enforce such Obligor’s rights in it or with respect to
it against third parties in any court or claim and be entitled to receive any damages with
respect to any infringement of it.
	 
	(4)	 	The Security Interest does not extend to consumer goods or ULC Shares.
	 
	(5)	 	The Security Interest does not extend or apply to the last day of the term of any lease or
sublease of real property or any agreement for a lease or sublease of real property, now held
or hereafter acquired by any of the Obligors, but the Obligors will stand possessed of any
such last day upon trust to assign and dispose of it as the Collateral Agent may reasonably
direct.
	 
	(6)	 	The Security Interest does not extend to Excluded Property.





Section 2.5 Grant of Licence to Use Intellectual Property.




     Each Obligor hereby grants to the Collateral Agent an irrevocable, nonexclusive licence
(exercisable without payment of royalty or other compensation to such Obligor) to use, or
sublicense any Intellectual Property in which such Obligor has rights wherever the same may be
located, provided that the quality of any products in connection with which any trade-marks is
used will not be materially inferior to the quality of such products prior to such Event of
Default. Such licence includes access to (i) all media in which any of the licensed items may be
recorded or stored, and (ii) all software and computer programs used for compilation or print-out.
The license granted under this Section is to enable the Collateral Agent to exercise its rights
and remedies under Article 3 and for no other purpose.



Section 2.6 Care and Custody of Collateral.





	(1)	 	The Secured Parties have no obligation to keep Collateral in their possession identifiable.
	 
	(2)	 	The Collateral Agent may upon the occurrence and during the continuance of an Event of
Default, (i) notify any Person obligated on an Instrument,










 



- 13 -


	 	 	Security or account to make payments to the Collateral Agent, whether or not the Obligors
were previously making collections on such accounts, chattel paper, instruments, and (ii)
assume control of any proceeds arising from the Collateral.
	 
	(3)	 	The Collateral Agent has no obligation to collect dividends, distributions or interest
payable on, or exercise any option or right in connection with, any Securities or
Instruments. The Collateral Agent has no obligation to protect or preserve any Securities or
Instruments from depreciating in value or becoming worthless and is released from all
responsibility for any loss of value. In the physical keeping of any Securities, the
Collateral Agent is only obliged to exercise the same degree of care as it would exercise
with respect to its own Securities kept at the same place.





Section 2.7 Rights of the Obligor.





	(1)	 	Until the occurrence of an Event of Default which is continuing, each Obligor, as
applicable, is entitled to vote the Securities that are part of the Collateral and to receive
dividends and distributions on such Securities, as may be permitted by the Credit Agreement.
Upon the occurrence and during the continuance of an Event of Default, all rights of the
Obligors to vote (under any proxy given by the Collateral Agent (or its nominee) or
otherwise) or to receive distributions or dividends cease and all such rights become vested
solely and absolutely in the Collateral Agent.
	 
	(2)	 	Any distributions or dividends received by any of the Obligors contrary to Section 2.7(1) or
any other moneys or property received by any of the Obligors after the Security Interest is
enforceable will be received as trustee for the Collateral Agent and the Secured Parties and
shall be immediately paid over to the Collateral Agent.





Section 2.8 Expenses.




     All Taxes and Other Taxes (as these terms are defined in the Credit Agreement), charges,
costs, and Expenses (including legal fees and notarial fees) including withholding taxes (a “Tax
Payment”), relating to, resulting from, or otherwise connected with, this Agreement, the
execution, amendment and/or the enforcement of this Agreement shall, for greater certainty be for
the account of the applicable Obligor and all shall be paid in accordance with Section 2.15 of the
Credit Agreement.



     The Obligors are liable for and will pay on demand by the Collateral Agent any and all
Expenses.









 



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ARTICLE 3

ENFORCEMENT




Section 3.1 Enforcement.




     The Security Interest becomes and is enforceable against the Obligors upon the occurrence and
during the continuance of an Event of Default.



Section 3.2 Remedies.




     Whenever the Security Interest is enforceable, the Collateral Agent may realize upon the
Collateral and enforce the rights of the Collateral Agent and the Secured Parties by:




	 	(a)	 	entry onto any premises where Collateral consisting of tangible personal
property may be located;
	 
	 	(b)	 	entry into possession of the Collateral by any method permitted by law;
	 
	 	(c)	 	sale, grant of options to purchase, or lease of all or any part of the
Collateral;
	 
	 	(d)	 	holding, storing and keeping idle or operating all or any part of the
Collateral;
	 
	 	(e)	 	exercising and enforcing all rights and remedies of a holder of the Securities
and Instruments as if the Collateral Agent were the absolute owner thereof (including,
if necessary, causing the Collateral to be registered in the name of the Collateral
Agent or its nominee if not already done);
	 
	 	(f)	 	collection of any proceeds arising in respect of the Collateral;
	 
	 	(g)	 	collection, realization or sale of, or other dealing with, accounts;
	 
	 	(h)	 	license or sublicense, whether on an exclusive or nonexclusive basis, of any
Intellectual Property for such term and on such conditions and in such manner as the
Collateral Agent in its sole judgment determines (taking into account such provisions
as may be necessary to protect and preserve such Intellectual Property);
	 
	 	(i)	 	instruction to any bank which has entered into a control agreement with the
Collateral Agent to transfer all moneys, Securities and Instruments held by such
depositary bank to an account maintained with or by the Collateral Agent;










 



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	 	(j)	 	application of any moneys constituting Collateral or proceeds thereof in
accordance with Section 5.11;
	 
	 	(k)	 	appointment by instrument in writing of a receiver (which term as used in this
Agreement includes a receiver and manager) or agent of all or any part of the
Collateral and removal or replacement from time to time of any receiver or agent;
	 
	 	(1)	 	institution of proceedings in any court of competent jurisdiction for the
appointment of a receiver of all or any part of the Collateral;
	 
	 	(m)	 	institution of proceedings in any court of competent jurisdiction for sale or
foreclosure of all or any part of the Collateral;
	 
	 	(n)	 	filing of proofs of claim and other documents to establish claims to the
Collateral in any proceeding relating to the Obligors; and
	 
	 	(o)	 	any other remedy or proceeding authorized or permitted under the Personal
Property Security Act (Ontario).





Section 3.3 Additional Rights.




     In addition to the remedies set forth in Section 3.2 and elsewhere in this Agreement, whenever
the Security Interest is enforceable, the Collateral Agent may:




	 	(a)	 	require any of the Obligors, at such Obligor’s expense, to assemble the
Collateral at a place or places designated by notice in writing and each of the
Obligors agree to so assemble the Collateral immediately upon receipt of such notice;
	 
	 	(b)	 	require the Obligors, by notice in writing, to disclose to the Collateral Agent
the location or locations of the Collateral and the Obligors agree to promptly make
such disclosure when so required;
	 
	 	(c)	 	repair, process, modify, complete or otherwise deal with the Collateral and
prepare for the disposition of the Collateral, whether on the premises of the Obligors
or otherwise;
	 
	 	(d)	 	redeem any prior security interest against any Collateral, procure the transfer
of such security interest to itself, or settle and pass the accounts of the prior
mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on the
applicable Obligor);
	 
	 	(e)	 	pay any liability secured by any Lien against any Collateral (the Obligors will
immediately on demand reimburse the Collateral Agent for all such payments);










 



- 16 -


	 	(f)	 	carry on all or any part of the business of the Obligors and, to the exclusion of all
others including the Obligors, enter upon, occupy and use all or any of the premises,
buildings, and other property of or used by any of the Obligor for such time as the
Collateral Agent sees fit, free of charge, and the Collateral Agent and the Secured
Parties are not liable to the Obligors for any act, omission or negligence in so doing
or for any rent, charges, depreciation or damages incurred in connection with or
resulting from such action;
	 
	 	(g)	 	borrow for the purpose of carrying on any of the businesses of the Obligors or
for the maintenance, preservation or protection of the Collateral and grant a security
interest in the Collateral, whether or not in priority to the Security Interest, to
secure repayment;
	 
	 	(h)	 	commence, continue or defend any judicial or administrative proceedings for the
purpose of protecting, seizing, collecting, realizing or obtaining possession or
payment of the Collateral, and give good and valid receipts and discharges in respect
of the Collateral and compromise or give time for the payment or performance of all or
any part of the accounts or any other obligation of any third party to the Obligors;
and
	 
	 	(i)	 	at any public sale, and to the extent permitted by law on any private sale, bid
for and purchase any or all of the Collateral offered for sale and upon compliance with
the terms of such sale, hold, retain and dispose of such Collateral without any further
accountability to the Obligors or any other Person with respect to such holding,
retention or disposition, except as required by law. In any such sale to the Collateral
Agent, the Collateral Agent may, for the purpose of making payment for all or any part
of the Collateral so purchased, use any claim for Secured Obligations then due and
payable to it as a credit against the purchase price.





Section 3.4 Exercise of Remedies.




     The remedies under Section 3.2 and Section 3.3 may be exercised from time to time separately
or in combination and are in addition to, and not in substitution for, any other rights of the
Collateral Agent and the Secured Parties however arising or created. The Collateral Agent and the
Secured Parties are not bound to exercise any right or remedy, and the exercise of rights and
remedies is without prejudice to the rights of the Collateral Agent and the Secured Parties in
respect of the Secured Obligations including the right to claim for any deficiency.









 



- 17 -


Section 3.5 Receiver’s Powers.





	(1)	 	Any receiver appointed by the Collateral Agent is vested with the rights and remedies which
could have been exercised by the Collateral Agent in respect of the Obligors or the Collateral
and such other powers and discretions as are granted in the instrument of appointment and any
supplemental instruments. The identity of the receiver, its replacement and its remuneration
are within the sole and unfettered discretion of the Collateral Agent.
	 
	(2)	 	Any receiver appointed by the Collateral Agent will act as agent for the Collateral Agent
for the purposes of taking possession of the Collateral, but otherwise and for all other
purposes (except as provided below), as agent for the Obligors. The receiver may sell, lease,
or otherwise dispose of Collateral as agent for the Obligors or as agent for the Collateral
Agent as the Collateral Agent may determine in its discretion. The Obligors agree to ratify
and confirm all actions of the receiver acting as agent for the Obligors, and to release and
indemnify the receiver in respect of all such actions.
	 
	(3)	 	The Collateral Agent, in appointing or refraining from appointing any receiver, does not
incur liability to the receiver, the Obligors or otherwise and is not responsible for any
misconduct or negligence of such receiver.





Section 3.6 Appointment of Attorney.




     The Obligors hereby irrevocably constitute and appoint the Collateral Agent (and any officer
of the Collateral Agent) the true and lawful attorney of the Obligors. As the attorney of the
Obligors, the Collateral Agent has the power to exercise for and in the name of the Obligors, upon
the occurrence and during the continuation of an Event of Default, with full power of
substitution, any of the Obligors’ right (including the right of disposal), title and interest in
and to the Collateral including the execution, endorsement, delivery and transfer of the
Collateral to the Collateral Agent, its nominees or transferees, and the Collateral Agent and its
nominees or transferees are hereby empowered to exercise all rights and powers and to perform all
acts of ownership with respect to the Collateral to the same extent as the Obligors might do. This
power of attorney is irrevocable, is coupled with an interest, has been given for valuable
consideration (the receipt and adequacy of which is acknowledged) and survives, and does not
terminate upon, the bankruptcy, dissolution, winding up or insolvency of any of the Obligors. This
power of attorney extends to and is binding upon each of the Obligors’ successors and permitted
assigns. The Obligors authorize the Collateral Agent to delegate in writing to another Person any
power and authority of the Collateral Agent under this power of attorney as may be necessary or
desirable in the opinion of the Collateral Agent, and to revoke or suspend such delegation.









 



- 18 -


Section 3.7 Dealing with the Collateral.





	(1)	 	The Collateral Agent and the Secured Parties are not obliged to exhaust their recourse
against the Obligors or any other Person or against any other security they may hold in
respect of the Secured Obligations before realizing upon or otherwise dealing with the
Collateral in such manner as the Collateral Agent may consider desirable.
	 
	(2)	 	The Collateral Agent and the Secured Parties may grant extensions or other indulgences, take
and give up securities, accept compositions, grant releases and discharges and otherwise deal
with the Obligors and with other Persons, sureties or securities as they may see fit without
prejudice to the Secured Obligations, the liability of the Obligors or the rights of the
Collateral Agent and the Secured Parties in respect of the Collateral.
	 
	(3)	 	Except as otherwise provided by law or this Agreement, the Collateral Agent and the Secured
Parties are not (i) liable or accountable for any failure to collect, realize or obtain
payment in respect of the Collateral, (ii) bound to institute proceedings for the purpose of
collecting, enforcing, realizing or obtaining payment of the Collateral or for the purpose of
preserving any rights of any Persons in respect of the Collateral, (iii) responsible for any
loss occasioned by any sale or other dealing with the Collateral or by the retention of or
failure to sell or otherwise deal with the Collateral, or (iv) bound to protect the
Collateral from depreciating in value or becoming worthless.





Section 3.8 Standards of Sale.




     Without prejudice to the ability of the Collateral Agent to dispose of the Collateral in any
manner which is commercially reasonable, the Obligor acknowledges that:




	 	(a)	 	the Collateral may be disposed of in whole or in part;
	 
	 	(b)	 	the Collateral may be disposed of by public auction, public tender or private
contract, with or without advertising and without any other formality;
	 
	 	(c)	 	any assignee of such Collateral may be the Collateral Agent, a Secured Party or
a customer of any such Person;
	 
	 	(d)	 	any sale conducted by the Collateral Agent will be at such time and place, on
such notice and in accordance with such procedures as the Collateral Agent, in its sole
discretion, may deem advantageous;
	 
	 	(e)	 	the Collateral may be disposed of in any manner and on any terms necessary to
avoid violation of applicable law (including compliance










 



- 19 -


	 	 	 	with such procedures as may restrict the number of prospective bidders and purchasers,
require that the prospective bidders and purchasers have certain qualifications, and
restrict the prospective bidders and purchasers to Persons who will represent and agree
that they are purchasing for their own account for investment and not with a view to
the distribution or resale of the Collateral) or in order to obtain any required
approval of the disposition (or of the resulting purchase) by any governmental or
regulatory authority or official;
	 
	 	(f)	 	a disposition of the Collateral may be on such terms and conditions as to credit
or otherwise as the Collateral Agent, in its sole discretion, may deem advantageous;
and
	 
	 	(g)	 	the Collateral Agent may establish an upset or reserve bid or price in respect
of the Collateral.





Section 3.9 Dealings by Third Parties.





	(1)	 	No Person dealing with the Collateral Agent, any of the Secured Parties or an agent or
receiver is required to determine (i) whether the Security Interest has become enforceable,
(ii) whether the powers which such Person is purporting to exercise have become exercisable,
(iii) whether any money remains due to the Collateral Agent or the Secured Parties by the
Obligors, (iv) the necessity or expediency of the stipulations and conditions subject to
which any sale or lease is made, (v) the propriety or regularity of any sale or other dealing
by the Collateral Agent or any Secured Party with the Collateral, or (vi) how any money paid
to the Collateral Agent or the Secured Parties have been applied.
	 
	(2)	 	Any bona fide purchaser of all or any part of the Collateral from the Collateral Agent or
any receiver or agent will hold the Collateral absolutely, free from any claim or right of
whatever kind, including any equity of redemption, of any of the Obligors, which it
specifically waives (to the fullest extent permitted by law) as against any such purchaser
together with all rights of redemption, stay or appraisal which such Obligor has or may have
under any rule of law or statute now existing or hereafter adopted.





ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS




Section 4.1 General Representations, Warranties and Covenants.




     The Obligors represent and warrant and covenant and agree, acknowledging and confirming that
the Collateral Agent and each Secured Party is relying on such representations, warranties,
covenants and agreements, that:









 



- 20 -



	(a)	 	Continuous Perfection. The Perfection Certificate sets out each of the Obligor’s place of
business or, if more than one, each Obligor’s chief executive office. Other than in the case
of Novelis No. 1 Limited Partnership, such place of business or chief executive office, as
the case may be, has been located at such address for the 60 days immediately preceding the
date of this Agreement. The Perfection Certificate also sets out the address at which the
books and records of the Obligor are located, the address at which senior management of the
Obligor are located and conduct their deliberations and make their decisions with respect to
the business of each Obligor and the address from which the invoices and accounts of each
Obligor are issued.
	 
	(b)	 	Additional Security Perfection and Protection of Security Interest.
The Obligors will grant to the Collateral Agent, for the benefit of the Secured Parties,
security interests, assignments, mortgages, charges, hypothecations and pledges in such
property and undertaking of such Obligor that is not subject to a valid and perfected first
ranking security interest (subject only to Permitted Liens), other than Excluded Securities
Accounts in respect of which a securities intermediary may have a prior ranking interest,
constituted by the Security Documents, in each relevant jurisdiction as determined by the
Collateral Agent. The Obligors will perform all acts, execute and deliver all agreements,
documents and instruments and take such other steps as are requested by the Collateral Agent
at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the
Security Interest including: (i) executing, recording and filing of financing or other
statements, and paying all taxes, fees and other charges payable, (ii) placing notations on
its books of account to disclose the Security Interest, (iii) delivering or using its
commercially reasonable efforts to deliver, as applicable, acknowledgements, confirmations
and subordinations that may be necessary to ensure that the Security Documents constitute a
valid and perfected first ranking security interest (subject only to Permitted Liens), other
than Excluded Securities Accounts in respect of which a securities intermediary may have a
prior ranking interest, (iv) executing and delivering any agreements, documents and
instruments that may be needed as a result of the coming into force of the Securities
Transfer Act (Ontario), and (v) delivering opinions of counsel in respect of matters
contemplated by this paragraph. The documents and opinions contemplated by this paragraph
must be in form and substance satisfactory to the Collateral Agent.
	 
	(c)	 	Confirmation of Registerable Intellectual Property. The Perfection Certificate lists all
Registerable Intellectual Property that is owned by










 



- 21 -


	 	 	each of the Obligors on the date of this Agreement. Upon the request of the Collateral
Agent, the Obligors shall deliver to the Collateral Agent a Confirmation of Security
Interest in the form of Schedule “C” in respect of all Registerable Intellectual
Property now owned, and subsequently when acquired after the date hereof, confirming
the assignment for security of such Registerable Intellectual Property to the
Collateral Agent and shall within 30 days or such longer period as may be determined by
the Collateral Agent in its sole discretion make all filings, registrations and
recordings as are necessary or appropriate to perfect the Security Interest granted to
the Collateral Agent in the Registerable Intellectual Property.
	 
	(d)	 	Location of Property. None of the Obligors other than the Canadian Borrower and
4260848 Canada Inc., in its capacity as general partner of Novelis No. 1 Limited
Partnership has any tangible property located outside of Ontario. The Canadian Borrower
does not hold any tangible property outside of Ontario, Quebec, British Columbia and
Alberta. 4260848 Canada Inc., in its capacity as general partner of Novelis No. 1
Limited Partnership does not hold any tangible property outside of Quebec and Ontario.
	 
	(e)	 	Control Agreements. Other than as contemplated by Section 4.1(b), none of the
Obligors will grant control to any party other than the Collateral Agent and, subject
to the terms of the Intercreditor Agreement, the Revolving Credit Agents, in respect of
any investment property.





ARTICLE 5

GENERAL




Section 5.1 Notices.




     Any notices, directions or other communications provided for in this Agreement must be in
writing and given in accordance with the Credit Agreement, for the Canadian Borrower, or the
Guarantee, for any of the Guarantors.



Section 5.2 Discharge.




     The Security Interest will be discharged upon, but only upon, (i) full and indefeasible
payment and performance of the Secured Obligations, and (ii) the Collateral Agent and the Secured
Parties having no Commitments under any Credit Document. Upon discharge of the Security Interest
and at the request and expense of the Obligors, the Collateral Agent will execute and deliver to
each of the Obligors such releases, discharges, financing statements and other documents or
instruments as the Obligors may reasonably require and the Collateral Agent will redeliver to the









 



- 22 -

Obligors, or as the Obligors may otherwise direct the Collateral Agent, any Collateral in its
possession.




Section 5.3 No Merger, Survival of Representations and Warranties.




     This Agreement does not operate by way of merger of any of the Secured Obligations and no
judgment recovered by the Collateral Agent or any of the Secured Parties will operate by way of
merger of, or in any way affect, the Security Interest, which is in addition to, and not in
substitution for, any other security now or hereafter held by the Collateral Agent and the Secured
Parties in respect of the Secured Obligations. The representations, warranties and covenants of
the Obligors in this Agreement survive the execution and delivery of this Agreement and any
advances under the Credit Agreement. Notwithstanding any investigation made by or on behalf of the
Collateral Agent or the Secured Parties these covenants, representations and warranties continue
in full force and effect.



Section 5.4 Further Assurances.




     The Obligors will do all acts and things and execute and deliver, or cause to be executed and
delivered, all agreements, documents and instruments that the Collateral Agent may require and
take all further steps relating to the Collateral or any other property or assets of the Obligors
that the Collateral Agent may require for (i) protecting the Collateral, (ii) perfecting the
Security Interest, and (iii) exercising all powers, authorities and discretions conferred upon the
Collateral Agent. After the Security Interest becomes enforceable, the Obligors will do all acts
and things and execute and deliver all documents and instruments that the Collateral Agent may
require for facilitating the sale or other disposition of the Collateral in connection with its
realization.



Section 5.5 Supplemental Security.




     This Agreement is in addition to, without prejudice to and supplemental to all other security
now held or which may hereafter be held by the Collateral Agent or the Secured Parties.



Section 5.6 Successors and Assigns.




     This Agreement is binding on the Obligors and their successors and permitted assigns, and
enures to the benefit of the Collateral Agent, the Secured Parties and their respective successors
and assigns. This Agreement may be assigned by the Collateral Agent without the consent of, or
notice to, the Obligors, to such Person as the Collateral Agent may determine and, in such event,
such Person will be entitled to all of the rights and remedies of the Collateral Agent as set
forth in this Agreement or otherwise. In any action brought by an assignee to enforce any such
right or remedy, the Obligors will not assert against the assignee any claim or defence which the
Obligors now have or may have against the Collateral Agent or any of the Secured Parties. The
Obligors may not assign, transfer or delegate any of









 



- 23 -



their rights or obligations under this Agreement without the prior written consent of the
Collateral Agent which may be unreasonably withheld.



Section 5.7 Amalgamation.




     Each Obligor acknowledges and agrees that in the event it amalgamates with any other
corporation or corporations, it is the intention of the parties that the Security Interest (i)
subject to Section 2.4, extends to: (A) all of the property and undertaking that any of the
amalgamating corporations then owns, (B) all of the property and undertaking that the amalgamated
corporation thereafter acquires, (C) all of the property and undertaking in which any of the
amalgamating corporations then has any interest and (D) all of the property and undertaking in
which the amalgamated corporation thereafter acquires any interest; and (ii) secures the payment
and performance of all debts, liabilities and obligations, present or future, direct or indirect,
absolute or contingent, matured or unmatured, at any time or from time to time due or accruing due
and owing by or otherwise payable by each of the amalgamating corporations and the amalgamated
corporation to the Secured Parties in any currency, however or wherever incurred, and whether
incurred alone or jointly with another or others and whether as principal, guarantor or surety and
whether incurred prior to, at the time of or subsequent to the amalgamation. The Security Interest
attaches to the additional collateral at the time of amalgamation and to any collateral thereafter
owned or acquired by the amalgamated corporation when such becomes owned or is acquired. Upon any
such amalgamation, the defined term “Obligors” shall include, collectively, each of the
amalgamating corporations and the amalgamated corporation, the defined term “Collateral” means all
of the property and undertaking and interests described in (i) above, and the defined term
“Secured Obligations” means the obligations described in (ii) above.



Section 5.8 Severability.




     If any court of competent jurisdiction from which no appeal exists or is taken, determines
any provision of this Agreement to be illegal, invalid or unenforceable, that provision will be
severed from this Agreement and the remaining provisions will remain in full force and effect.



Section 5.9 Amendment.




     This Agreement may only be amended, supplemented or otherwise modified by written agreement
executed by the Collateral Agent (with the consent of the Required Secured Parties) and the
Obligors.



Section 5.10 Waivers, etc.





	(1)	 	No consent or waiver by the Collateral Agent or the Secured Parties in respect of this
Agreement is binding unless made in writing and signed by an authorized officer of the
Collateral Agent (with the consent of the Required










 



- 24 -


	 	 	Secured Parties). Any consent or waiver given under this Agreement is effective only in the
specific instance and for the specific purpose for which given. No waiver of any of the
provisions of this Agreement constitutes a waiver of any other provision.
	 
	(2)	 	A failure or delay on the part of the Collateral Agent or the Secured Parties in exercising a
right under this Agreement does not operate as a waiver of, or impair, any right of the
Collateral Agent or the Secured Parties however arising. A single or partial exercise of a
right on the part of the Collateral Agent or the Secured Parties does not preclude any other
or further exercise of that right or the exercise of any other right by the Collateral Agent
or the Secured Parties.





Section 5.11 Application of Proceeds of Security.




     All monies collected by the Collateral Agent upon the enforcement of the Collateral Agent’s or
the Secured Parties’ rights and remedies under the Security Documents and the Liens created by them
including any sale or other disposition of the Collateral, together with all other monies received
by the Collateral Agent and the Secured Parties under the Security Documents, will be applied as
provided in the Credit Agreement. To the extent any other Credit Document requires proceeds of
collateral under such Credit Document to be applied in accordance with the provisions of this
Agreement, the Collateral Agent or holder under such other Credit Document shall apply such
proceeds in accordance with this Section.



Section 5.12 Conflict.





	(1)	 	Subject to Subsection (2) below, in the event of any conflict between the provisions of this
Agreement and the provisions of the Credit Agreement which cannot be resolved by both
provisions being complied with, the provisions contained in the Credit Agreement will prevail
to the extent of such conflict.
	 
	(2)	 	NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO
THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND
THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES
HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, DATED AS OF JULY
6, 2007 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM
TIME TO TIME, THE “INTERCREDITOR AGREEMENT”, AMONG NOVELIS INC., A CORPORATION FORMED UNDER
THE CANADA BUSINESS CORPORATIONS ACT, NOVELIS CORPORATION, A TEXAS










 



- 25 -


	 	 	CORPORATION, NOVELIS PAE CORPORATION, A DELAWARE CORPORATION, NOVELIS FINANCES USA LLC, A
DELAWARE LIMITED LIABILITY COMPANY, NOVELIS SOUTH AMERICA HOLDINGS LLC, A DELAWARE LIMITED
LIABILITY COMPANY, ALUMINUM UPSTREAM HOLDINGS LLC, A DELAWARE LIMITED LIABILITY COMPANY,
NOVELIS UK LTD, A LIMITED LIABILITY COMPANY INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES
WITH REGISTERED NUMBER 00279596, AND NOVELIS AG, A STOCK CORPORATION (AG) ORGANIZED UNDER THE
LAWS OF SWITZERLAND, HOLDINGS, THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO,
ABN AMRO BANK N.V., AS ADMINISTRATIVE AGENT, FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN
THE INTERCREDITOR AGREEMENT), LASALLE BUSINESS CREDIT, LLC, AS COLLATERAL AGENT FOR THE
REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) AND AS FUNDING
AGENT, ABN AMRO BANK N.V., ACTING THROUGH ITS CANADIAN BRANCH, AS CANADIAN ADMINISTRATIVE
AGENT FOR THE REVOLVING CREDIT LENDERS AND AS CANADIAN FUNDING AGENT, AND UBS AG, STAMFORD
BRANCH, AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR
AGREEMENT), AND AS COLLATERAL AGENT FOR THE TERM LOAN CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT) AND CERTAIN OTHER PERSONS WHICH MAY BE OR BECOME PARTIES THERETO OR
BECOME BOUND THERETO FROM TIME TO TIME. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.





Section 5.13 Governing Law.




     This Agreement will be governed by, interpreted and enforced in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable therein.









 



 


     IN WITNESS WHEREOF the Obligors have executed this Agreement.



	 	 	 	 	 
	 	AV ALUMINUM INC.

 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 
	 	NOVELIS INC.

 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 
	 	NOVELIS CAST HOUSE TECHNOLOGY LTD.

 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 
	 	4260848 CANADA INC.

 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 
	 	4260856 CANADA INC.

 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 










 



 

	 	 	 	 	 
	 	NOVELIS NO. 1 LIMITED PARTNERSHIP, by its general partner, 4260848 CANADA INC.

 	 
	 	By:  	
 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 
	 











 



 


Schedule
“A”




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Record	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Owner	 	 	 	 	 	No. of	 	No. of	 	 	 	 	 	No. Shares
	 	 	 	 	(Beneficial	 	 	 	 	 	Shares or	 	Shares or	 	 	 	 	 	Covered by
	 	 	Type of	 	Owner, if	 	Certificate	 	Interests	 	Interests	 	Percentage	 	Warrants;
	Issuer	 	Organization	 	different)	 	No.	 	Owned	 	Outstanding	 	Ownership	 	Options
	Novelis Inc.

	 	Canadian
Corporation
	 	AV 


Aluminum Inc.
	 	ZQ937639
	 	75,415,536

common shares
	 	77,459,658

common shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	1	 	 	2,044,122

common
shares	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis
Corporation

	 	Texas
Corporation
	 	Novelis Inc.
	 	 	7	 	 	4,945

common shares
	 	4,945

common shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis 

Cast House 

Technology Ltd.
	 	Ontario
Corporation
	 	Novelis Inc.
	 	 	6	 	 	200

common
shares
	 	200 
common
shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis
Finances
USA LLC

	 	Delaware
Limited
Liability Company
	 	Novelis Inc.
	 	 	1	 	 	1 share
	 	1 share
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Foil
France SAS

	 	French
Société par
Action
Simplifiée
	 	Novelis Inc.
	 	 	N/A	 	 	3,127,500

shares
	 	3,127,500

shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis
Europe
Holdings
Limited

	 	Private
company
limited by
shares
	 	Novelis Inc.
	 	 	10	 	 	61,238,501

ordinary
shares
	 	165,631,965

ordinary
shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	[tbd]
	 	84,393,463

ordinary
shares
	 	144,928,900

preferred
shares	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	[tbd]
	 	1 ordinary share	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	20,000,000

ordinary
shares1	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	[tbd]
	 	144,928,900

preferred
shares	 	 	 	 	 	 	 	 








 




			
	1	 	To be issued on closing











 



 


- 2 -




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Record	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Owner	 	 	 	No. of	 	No. of	 	 	 	 	 	No. Shares
	 	 	 	 	(Beneficial	 	 	 	Shares or	 	Shares or	 	 	 	 	 	Covered by
	 	 	Type of	 	Owner, if	 	Certificate	 	Interests	 	Interests	 	Percentage	 	Warrants;
	Issuer 	 	Organization	 	different)	 	No.	 	Owned	 	Outstanding	 	Ownership	 	Options
	Novelis
Aluminium
Beteiligungs
GmbH

	 	German
GmbH
	 	Novelis Inc.
	 	N/A
	 	25,000

common
shares
	 	25,000

common
shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis
Laminés
France SAS

	 	French
Société par
Action Simplifiée
	 	Novelis Inc.
	 	N/A
	 	200,000

shares
	 	200,000

shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis
PAE SAS

	 	French
Société par

Action

Simplifiée
	 	Novelis Inc.
	 	N/A
	 	8,000 shares
	 	8,000 shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis No.
1 Limited
Partnership

	 	Québec
Limited
Partnership
	 	Novelis Inc.

(Limited
Partner)
	 	N/A
	 	N/A
	 	N/A
	 	 	99.99

0.01	%

%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	4260848 

Canada Inc.

(General Partner)	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4260848

Canada Inc.

	 	Canadian
Corporation
	 	Novelis Inc.
	 	C-5
	 	100

common shares
	 	100 
common
shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4260856

Canada Inc.

	 	Canadian
Corporation
	 	Novelis Inc.
	 	C-5
	 	100

common shares
	 	100 
common
shares
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aluminum
Company
of Malaysia
Berhad

	 	Malaysian
Public
Company
limited by shares listed on
the Malaysian Stock Exchange
	 	Novelis Inc.
	 	N/A
	 	78,234,054

ordinary
shares
	 	134,330,848

ordinary
shares
	 	 	58.24	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis do
Brasil Ltda.

	 	Brazilian
Limited Liability Quota Company
	 	Novelis Inc.
	 	N/A
	 	120,130,999

quotas
	 	120,131,000

quotas
	 	 	99.99	%	 	None












 



- 3 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Record	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Owner	 	 	 	No. of	 	No. of	 	 	 	 	 	No. Shares
	 	 	 	 	(Beneficial	 	 	 	Shares or	 	Shares or	 	 	 	 	 	Covered by
	 	 	Type of	 	Owner, if	 	Certificate	 	Interests	 	Interests	 	Percentage	 	Warrants;
	Issuer	 	Organization	 	different)	 	No.	 	Owned	 	Outstanding	 	Ownership	 	Options
	Novelis
South
America
Holdings
LLC

	 	Delaware Limited
Liability Company
	 	Novelis Inc.
	 	N/A
	 	1 share
	 	1 share
	 	 	100	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Korea
Limited

	 	Korean
Company, Limited
	 	4260856 Canada Inc.
	 	Ahje00006~9
	 	47,631 shares
	 	136,640 shares
	 	 	40.74	%	 	None
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Saje000 017~23

Maje00 0030~35
	 	 	 	(including 19,735

Treasury Stock)
	 	(except
Treasury
Stock)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	4260848 Canada Inc.
	 	Daje000032~34
	 	31,755 shares
	 	 	 	27.16%
(except
Treasury
Stock)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Gaje000065	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Ahje00003~5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Saje000016	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Maje000023~29	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Daje000027~31	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Gaje000060~64	 	 	 	 	 	 	 	 	 	 












 





- 4 -


INSTRUMENTS



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	US$
	Debtor	 	Noteholder	 	Issue Date	 	Due date	 	Amount
	Novelis Deutschland GmbH

	 	Novelis Aluminium Holding Company
	 	Jan. 6, 2005
	 	Jan. 6, 2015
	 	$	172,255,970	 
	Novelis Deutschland GmbH

	 	Novelis Aluminium Holding Company
	 	Jan. 6, 2005
	 	Jan. 6, 2015
	 	$	188,561,280	 
	Novelis Corporation

	 	Novelis Deutschland GmbH
	 	Feb. 28, 2007
	 	Feb. 28, 2008
	 	$	11,000,000	 
	Novelis UK Ltd.

	 	Novelis Deutschland GmbH
	 	Feb. 25, 2006
	 	Dec. 30, 2014
	 	$	39,970,000	 
	Novelis Italia SpA

	 	Novelis Deutschland GmbH
	 	Feb. 25, 2006
	 	Dec. 30, 2014
	 	$	49,050,000	 
	Novelis Corporation

	 	Novelis Deutschland GmbH
	 	Sept. 29, 2006
	 	Sept. 28, 2007
	 	$	53,137,500	 
	Novelis Corporation

	 	Novelis Deutschland GmbH
	 	Sept. 29, 2006
	 	Sept. 28, 2007
	 	$	70,850,000	 
	Novelis Corporation

	 	Novelis do Brasil Ltda.
	 	Sept. 28, 2006
	 	Sept. 28, 2007
	 	$	20,000,000	 
	Novelis do Brasil Ltda.

	 	Novelis Inc.
	 	Feb. 22, 2007
	 	Aug. 24, 2007
	 	$	5,000,000	 
	Novelis PAE SAS

	 	Novelis Inc.
	 	Feb. 3, 2005
	 	Feb. 3, 2015
	 	$	8,680,680	 
	Novelis do Brasil Ltda.

	 	Novelis Inc.
	 	Aug. 4, 1998
	 	Aug. 4, 2007
	 	$	20,000,000	 
	Novelis Luxembourg
S.A.

	 	Novelis Inc.
	 	Feb. 3, 2005
	 	Feb. 3, 2015
	 	$	20,437,500	 
	Novelis do Brasil Ltda.

	 	Novelis Inc.
	 	Feb. 22, 2007
	 	Aug. 24, 2007
	 	$	25,000,000	 
	Novelis do Brasil Ltda.

	 	Novelis Inc.
	 	Feb. 22, 2007
	 	Aug. 24, 2007
	 	$	25,000,000	 
	Novelis Switzerland
S.A.

	 	Novelis Inc.
	 	Feb. 3, 2005
	 	Feb. 3, 2015
	 	$	29,261,933	 
	Novelis do Brasil Ltda.

	 	Novelis Inc.
	 	Feb. 2, 1998
	 	Aug. 4, 2007
	 	$	30,000,000	 
	Novelis do Brasil Ltda.

	 	Novelis Inc.
	 	Mar. 20, 1998
	 	Aug. 4, 2007
	 	$	30,000,000	 
	Novelis Foil France

	 	Novelis Inc.
	 	Feb. 3, 2005
	 	Feb. 3, 2015
	 	$	51,775,000	 
	Novelis Luxembourg
S.A.

	 	Novelis Inc.
	 	Feb. 3, 2005
	 	Feb. 3, 2015
	 	$	123,457,338	 
	Novelis
Aluminium Holding Company

	 	 Novelis Inc.
	 	Jan. 7, 2005
	 	Jan. 7, 2015
	 	$	188,561,280	 
	Novelis
Aluminium Holding Company

	 	 Novelis Inc.
	 	Feb. 3, 2005
	 	Feb. 3, 2015
	 	$	196,597,304	 
	Novelis AG

	 	Novelis Inc.
	 	Jan. 13, 2005
	 	Jan. 13, 2015
	 	$	198,033,974	 
	Novelis
Aluminium Holding Company

	 	 Novelis Inc.
	 	Jan. 7, 2005
	 	Jan. 6, 2015
	 	$	400,349,972	 
	Novelis UK Ltd.

	 	Novelis Luxembourg Participations S.A.
	 	Feb. 3, 2005
	 	Feb. 3, 2015
	 	$	123,457,338	 
	Novelis Specialites France

	 	Novelis Inc.
	 	February 3, 2005
	 	February 3, 2015
	 	EUR 	6,108,189	 
	Novelis AG

	 	Novelis Inc.
	 	March 31, 2005
	 	March 31, 2010
	 	US$ 	16,000,000	 
	Novelis Aluminium Holding Company

	 	Novelis AG
	 	June 29, 2007
	 	Sep. 28, 2007
	 	EUR 	18,379,739.24	 












 





- 5 -


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	US$
	Debtor	 	Noteholder	 	Issue Date	 	Due date	 	Amount
	Novelis AG

	 	Novelis Lamines France SAS
	 	June 10, 2007
	 	July 10, 2007
	 	EUR	 700,000.00	 
	Novelis Foil France

	 	Novelis AG
	 	June 11, 2007
	 	July 11, 2007
	 	EUR	 22,000,000.00	 
	Novelis AG

	 	Novelis PAE SAS
	 	June 19, 2007
	 	July 9, 2007
	 	EUR	 4,800,000.00	 
	Novelis AG

	 	Novelis Technology SA
	 	June 29, 2007
	 	July 31, 2007
	 	EUR	 605,730.78	 
	Novelis Aluminium Holding Company

	 	Novelis AG
	 	June 27, 2007
	 	Sep. 28, 2007
	 	EUR	 5,400,000.00	 
	Novelis Corporation

	 	Novelis do Brasil Ltda.
	 	June 29, 2007
	 	June 28, 2008
	 	$	15,000,000	 
	Novelis Corporation

	 	Novelis Inc.
	 	June 28, 2007
	 	June 27, 2008
	 	$	40,000,000	 
	Novelis Corporation

	 	Novelis Inc.
	 	June 29, 2007
	 	June 28, 2008
	 	$	25,000,000	 
	Novelis Deutschland GmbH

	 	Novelis AG
	 	July 6, 2007
	 	July 3, 2008
	 	EUR	 30,115,675.00	 
	Novelis Corporation

	 	Novelis Deutschland GmbH
	 	July 6, 2007
	 	July 3, 2008
	 	$	37,947,495.76	 
	Novelis AG

	 	Novelis Inc.
	 	July 6, 2007
	 	July 3, 2008
	 	$	226,176,631.12	 
	Novelis Inc.

	 	Novelis Corporation
	 	July 6, 2007
	 	July 3, 2008
	 	$	226,176,631.12	 












 



- 6 -


TRANSFER RESTRICTIONS





	1.	 	Novelis do Brasil Ltda. 
	 
	 	 	Nil.
	 
	2.	 	Novelis Europe Holdings Ltd. (UK)
	 
	 	 	There are no restrictions on transfer where the transfer is to a bank or a financial
institution.
	 
	3.	 	Novelis Laminés France SAS, Novelis PAE SAS, Novelis Foil France SAS
	 
	 	 	Nil.
	 
	4.	 	4260848 Canada Inc., 4260856 Canada Inc., Cast House
Technology Ltd., Novelis Inc.
	 
	 	 	4260848 Canada Inc.: The shares of the Corporation
shall not be transferred without the consent
of either (i) the directors evidenced by a resolution passed or signed by them and recorded in the
books of the Corporation or (ii) the holders of a majority in number of the outstanding voting
shares of the Corporation.
	 
	 	 	4260856 Canada Inc.: The shares of the Corporation shall not be transferred without the consent
of either (i) the directors evidenced by a resolution passed or signed by them and recorded in
the books of the Corporation or (ii) the holders of a majority in number of the outstanding
voting shares of the Corporation.
	 
	 	 	Cast House Technology Ltd.: The issue or transfer of shares of the Corporation shall require the
express sanction of the Board of Directors signified by a resolution passed by the Board.
	 
	 	 	Novelis Inc.: No restrictions on transfer.
	 
	5.	 	Novelis Corporation, Novelis Finances USA LLC, Novelis
South America Holdings LLC
	 
	 	 	Nil.











 



 


SCHEDULE “B”

PERFECTION CERTIFICATE










 



 


SCHEDULE “C”

FORM OF CONFIRMATION OF SECURITY INTEREST IN INTELLECTUAL

PROPERTY




WHEREAS:



[Name of Relevant Obligor]
(the “Debtor”), a corporation incorporated and existing under the laws
of • with offices at [address], is the owner of the [trade-marks/patents/copyrights/industrial
designs] set forth in Exhibit “A” hereto, the registrations and applications for the
[trade-marks/patents/copyrights/industrial designs] identified therein and the underlying goodwill
associated with such [trademarks/patents/copyrights/industrial designs] (collectively, the
“[Trade-Marks/ Patents/Copyrights/Industrial Designs]”); and



LaSalle Business Credit, LLC, as agent
for certain lenders (the “Collateral Agent”), with offices
at [address], has entered into an agreement with the Debtor, as reflected by a separate document
entitled the “Security Agreement” dated as of the [•] day of •, 2007 by which the Debtor granted
to the Collateral Agent, a security interest in certain property, including the
[Trade-Marks/Patents/Copyrights/Industrial Designs], in consideration of the provision of certain
credit facilities to certain companies which are the wholly-owned subsidiaries of the Debtor;



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
acknowledged and in accordance with the terms and obligations set forth in the Security Agreement,
the Debtor confirms the grant to the Collateral Agent of a security interest in and to the
[Trade-Marks/Patents/Copyrights/Industrial Designs].



DATED at                      on this [•] day of [•], [•].




	 	 	 	 	 
	 

	 	[NAME OF RELEVANT OBLIGOR]	 	 
	 
	 	 	 	 
	 

	 	Per:	 	 
	 

	 	 

Authorized Signing Officer
	 	 












 



 


EXHIBIT “A”

TRADE-MARKS/PATENTS/COPYRIGHTS/INDUSTRIAL DESIGNS





 











 








EXHIBIT M-3




Form of

U.K. SECURITY AGREEMENT




[See attached]




EXHIBIT M-3-1














 








EXECUTION COPY




Dated 6 July 2007




Between




NOVELIS UK LTD




NOVELIS EUROPE HOLDINGS LIMITED




as Original Chargors




and




LASALLE BUSINESS CREDIT, LLC




as Collateral Agent




 






GUARANTEE AND SECURITY AGREEMENT




 






This Deed is entered into subject to

the terms of a Credit Agreement

and an Intercreditor Agreement dated

on or about the date hereof




Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London E14 5DS














 





CONTENTS




	 	 	 
	Clause	 	Page
	1. INTERPRETATION
	 	1
	2. GUARANTEE
	 	7
	3. CREATION OF SECURITY
	 	10
	4.
REPRESENTATIONS - GENERAL
	 	14
	5. RESTRICTIONS ON DEALINGS
	 	15
	6. LAND
	 	15
	7. INVESTMENTS
	 	19
	8. INTELLECTUAL PROPERTY
	 	23
	9. ACCOUNTS
	 	24
	10. RELEVANT CONTRACTS
	 	26
	11. PLANT AND MACHINERY
	 	27
	12. WHEN SECURITY BECOMES ENFORCEABLE
	 	28
	13. ENFORCEMENT OF SECURITY
	 	28
	14. ADMINISTRATOR
	 	30
	15. RECEIVER
	 	30
	16. POWERS OF RECEIVER
	 	31
	17. APPLICATION OF PROCEEDS
	 	34
	18. TAXES, EXPENSES AND INDEMNITY
	 	34
	19. DELEGATION
	 	34
	20. FURTHER ASSURANCES
	 	34
	21. POWER OF ATTORNEY
	 	35
	22. PRESERVATION OF SECURITY
	 	35
	23. MISCELLANEOUS
	 	38
	24. LOAN PARTIES
	 	39
	25. RELEASE
	 	39
	26. COUNTERPARTS
	 	40
	27. NOTICES
	 	40
	28. GOVERNING LAW
	 	41
	29. ENFORCEMENT
	 	41
	SCHEDULE 1 Security Assets
	 	43
	PART 1 Real Property
	 	43
	PART 2 Charged Shares
	 	45
	PART 3 Specific Plant and Machinery
	 	45
	PART 4 Security Contracts
	 	45
	PART 5 Specific Intellectual Property
	 	46
	PART 6 Security Accounts
	 	46
	SCHEDULE 2 Forms of Letter for Security Accounts
	 	48
	PART 1 Notice to Account Bank
	 	48
	PART 2 Acknowledgement of Account Bank
	 	50
	PART 3 Letter for Operation of Security Accounts
	 	52
	SCHEDULE 3 Forms of Letter for Insurance Policies
	 	54
	PART 1 Form of Notice of Assignment
	 	54
	PART 2 Form of Letter of Undertaking
	 	56
	SCHEDULE 4 Forms of Letter for Primary Contracts
	 	58
	PART 1 Notice to Counterparty
	 	58






ii









 






	 	 	 
	Clause	 	Page
	PART 2 Acknowledgement of Counterparty
	 	60
	SCHEDULE 5 Form of Deed of Accession
	 	61
	SCHEDULE
	 	63
	PART 1 Real Property
	 	63
	PART 2 Charged Shares
	 	63
	PART 3
Specific Plant and Machinery
	 	63
	PART 4 Security Contracts
	 	63
	PART 5 Specific Intellectual Property
	 	63
	PART 6 Security Accounts
	 	64







iii











 





THIS DEED is dated 6 July 2007




BETWEEN:





	(1)	 	NOVELIS UK LTD (registered number 00279596) with its
registered office at Castle Works,
Rogerstone, Newport, NP10 9 YD (Novelis UK);
	 
	(2)	 	NOVELIS EUROPE HOLDINGS LIMITED (registered number 05308334) with its registered office at
Castle Works, Rogerstone, Newport, NP10 9YD (Novelis Europe and together with Novelis UK, the
Original Chargors); and
	 
	(3)	 	LASALLE BUSINESS CREDIT, LLC as agent and trustee for the Secured Parties referred to below
(the Collateral Agent).





BACKGROUND:





	(A)	 	Each Chargor enters into this Deed in connection with the Credit Agreement (as defined below).
	 
	(B)	 	It is Intended that this document takes effect as a deed notwithstanding the fact that a party
may only execute this document under hand.










IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions






In this Deed:




Account Bank means a bank with whom a Security Account is maintained.




Act means the Law of Property Act 1925.




Acquisition Document means in relation to any Chargor, any agreement under which it acquires or
disposes of a business or part of a business (either by share or asset sale) and under which the
aggregate consideration payable at anytime is in excess of £250,000.




Additional Chargor means a member of the Group which becomes a Chargor by executing a Deed of
Accession.




Administrator means any administrator appointed in respect of any Chargor (whether by the
Collateral Agent, or a court or otherwise).




Cash Management Document means in relation to any Chargor, any agreement between two or more
members of the Group to which it is a party that provides for any cash pooling, set-off or netting
arrangement, including the European Cash Pooling Arrangements.




Chargor means an Original Chargor and any Additional Chargor.




Charged Shares means all shares in any member of the Group incorporated in England and Wales from
time to time issued to a Chargor or held by any nominee on its behalf.



1









 






Charged Company means each member of the Group from time to time whose shares are subject to the
Security under this Deed.




Credit
Agreement means the Credit Agreement dated on or about the date hereof, between, amongst
others, Novelis Inc., as Canadian Borrower, Novelis Corporation, as U.S. Borrower, the other U.S.
Subsidiaries of Canadian Borrower party thereto, as U.S. Borrowers, Novelis UK Ltd, as U.K.
Borrower, Novelis AG, as Swiss Borrower, AV ALUMINUM INC., as Parent Guarantor, the Other
Guarantors party thereto, the Lenders party thereto, ABN Amro Bank N.V., as U.S./European Issuing
Bank, U.S. Swingline Lender and Administrative Agent and LaSalle Business Credit, LLC, as
Collateral Agent and Funding Agent.




Deed of Accession means a deed substantially in the form of Schedule 5 (Form of Deed of Accession).




Discharge Date means the date on which the Funding Agent is satisfied that all of the Revolving
Credit Obligations (as defined in the Intercreditor Agreement) have been irrevocably paid and
discharged.




Excluded Leasehold Property means in relation to any Chargor, the leasehold property specified in
Part 1B of Schedule 1 (Security Assets) opposite its name.




Excluded Real Property means in relation to any Chargor:




	 	(a)	 	the freehold property specified in Part 1B of Schedule 1 (Security Assets) opposite its name;
	 
	 	(b)	 	its Excluded Leasehold Property; and
	 
	 	(c)	 	any real property acquired by that Chargor after the date of this Deed which that Chargor and
the Collateral Agent have designated an Excluded Real Property.






Fixtures means all fixtures and fittings (including trade fixtures and fittings) and fixed plant
and machinery included in a Chargor’s Mortgaged Property.




Group means the Original Chargors and their Affiliates from time to time.




Intercompany Document means in relation to any Chargor, any agreement with any other member of the
Group under which the aggregate consideration payable at anytime is
in excess of £250,000.




Investments means:




	 	(a)	 	the Charged Shares; and
	 
	 	(b)	 	all other shares, stocks, debentures, bonds, warrants, coupons and other securities and
investments,






which a Chargor purports to mortgage or charge under this Deed.




Mortgaged Property means all freehold and leasehold property which a Chargor purports to mortgage
or charge under this Deed.




Original Property means any freehold or leasehold property specified in Part 1A of Schedule 1
(Security Assets).



2









 






Party means a party to this Deed.




Plant and Machinery means any plant, machinery, computers, office equipment or vehicles which a
Chargor purports to mortgage or charge under this Deed.




Premises means all buildings and erections included in a Chargor’s Mortgaged Property.




Primary Contract means in relation to any Chargor:




	 	(a)	 	any agreement specified in Part 4A of Schedule 1 (Security Assets) opposite its
name or in Part 4A of the schedule to any Deed of Accession by which it became party to this Deed;
	 
	 	(b)	 	any other agreement to which that Chargor is a party and which that Chargor and
the Collateral Agent have designated a Primary Contract;
	 
	 	(c)	 	any Acquisition Document;
	 
	 	(d)	 	any Cash Management Document;
	 
	 	(e)	 	any Hedging Agreement;
	 
	 	(f)	 	any Intercompany Document;
	 
	 	(g)	 	any letter of credit issued in its favour under which the aggregate consideration
payable at anytime is in excess of £100,000; or
	 
	 	(h)	 	any bill of exchange or other negotiable instrument held by it.






Receiver means an administrative receiver, a receiver and manager or a receiver, in each case,
appointed under this Deed.




Related Rights means in relation to any Investment:




	 	(a)	 	the proceeds of sale of the whole or any part of that asset or any monies and proceeds paid or
payable in respect of that asset;
	 
	 	(b)	 	all rights under any licence, agreement for sale, option or lease in respect of that
asset; and
	 
	 	(c)	 	all rights, benefits, claims, contracts, warranties, remedies, security indemnities
or covenants for title
	 
	 	(d)	 	in respect of that asset.






Report on Title means any report or certificate on title on the Mortgaged Property provided to the
Collateral Agent, together with confirmation from the provider of that Report that it can be relied
upon by the Secured Parties.




Secondary Contract means in relation to any Chargor:




	 	(a)	 	any agreement specified in Part 4B of Schedule 1 (Security Assets) opposite its name or in Part
4B of the schedule to any Deed of Accession by which it became party to this Deed;




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	 	(b)	 	any other agreement to which that Chargor is a party and which that Chargor and the Collateral
Agent have designated a Secondary Contract; and
	 
	 	(c)	 	any other agreement (other than a Primary Contract) entered into after the date of
this Deed under which the aggregate consideration payable at anytime
is in excess of £250,000.






Security means any Security Interest created, evidenced or conferred by or under this Deed or any
Deed of Accession.




Security Account means in relation to any Chargor:




	 	(a)	 	any account specified in Part 6 of Schedule 1 (Security Assets) opposite its name or in Part 6
of the schedule to any Deed of Accession by which it became party to this Deed; and
	 
	 	(b)	 	any other account which it purports to charge under this Deed.






Security Assets means any and all assets of each Chargor that are the subject of this Security.




Security Contracts means in relation to any Chargor, its Primary Contracts and its Secondary
Contracts.




Security Interest means any mortgage, pledge, lien, charge (fixed or floating), assignment,
hypothecation, set-off or trust arrangement for the purpose of creating security, reservation of
title or security interest or any other agreement or arrangement having a similar effect.




Security Period means the period beginning on the date of this Deed and ending on the Discharge
Date.




Security Trust Deed means the Security Trust Deed dated on or about the date of this Deed and
entered into between, amongst others, the Collateral Agent, the Funding Agent and the Chargors.




Term Loan Collateral Release Date means in relation to any Chargor the date on which the Security
Interests granted by that Chargor over the Term Loan Priority Collateral to the Term Loan
Collateral Agent pursuant to the Term Loan Security Agreement have been irrevocably and
unconditionally released, revoked, re-transferred or otherwise become unenforceable.




Term Loan Security Agreement means the Guarantee and Security Agreement dated on about the date
hereof between the Chargors and the Term Loan Collateral Agent.




	1.2	 	Construction






	 	(a)	 	Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Deed,
the same meaning in this Deed.
	 
	 	(b)	 	an “agreement” includes any legally binding arrangement, agreement, contract, deed or
instrument (in each case whether oral or written);




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	 	(c)	 	an “amendment” includes any amendment, supplement, variation, waiver, novation, modification,
replacement or restatement (however fundamental) and “amend” and “amended” shall be construed
accordingly;
	 
	 	(d)	 	“assets” includes properties, assets, businesses, undertakings, revenues and rights of every
kind (including uncalled share capital), present or future, actual or contingent, and any interest
in any of the above;
	 
	 	(e)	 	a “consent” includes an authorisation, permit, approval, consent, exemption, licence, order,
filing, registration, recording, notarisation, permission or waiver;
	 
	 	(f)	 	references to an Event of Default being “continuing” means that such Event of Default has
occurred or arisen and has not been expressly waived in writing by the by the Collateral Agent or
Funding Agent (as appropriate);
	 
	 	(g)	 	a “disposal” includes any sale, transfer, grant, lease, licence or other disposal, whether
voluntary or involuntary and “dispose” will be construed accordingly;
	 
	 	(h)	 	“including” means including without limitation and “includes” and “Included” shall be construed
accordingly;
	 
	 	(i)	 	“Indebtedness” includes any obligation (whether incurred as principal, guarantor or surety and
whether present or future, actual or contingent) for the payment or repayment of money;
	 
	 	(j)	 	“losses” includes losses, actions, damages, payments, claims, proceedings, costs, demands,
expenses (including legal and other fees) and liabilities of any kind and “loss” shall be construed
accordingly;
	 
	 	(k)	 	a “person” includes any individual, trust, firm, fund, company, corporation, partnership, joint
venture, government, state or agency of a state or any undertaking or other association (whether or
not having separate legal personality) or any two or more of the foregoing; and
	 
	 	(l)	 	a “regulation” includes any regulation, rule, official directive, request or guideline (whether
or not having the force of law but if not having the force of law compliance with which is
customary) of any governmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation.
	 
	 	(m)	 	In this Deed, unless a contrary intention appears:






	 	(i)	 	a reference to any person includes a reference to that person’s permitted successors, assignees
and transferees and, in the case of the Collateral Agent and the Funding Agent, any person for the
time being appointed as Collateral Agent or Funding Agent (as appropriate) in accordance with the
Loan Documents, and in the case of the Collateral Agent and any Receiver, any Delegate of the
Collateral Agent or Receiver (as appropriate);
	 
	 	(ii)	 	references to Clauses, Subclauses and Schedules are references to, respectively, clauses and
subclauses of and schedules to this Deed and references to this Deed include its schedules;




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	 	(iii)	 	a reference to (or to any specified provision of) any agreement is to that agreement (or that
provision) as amended from time to time;
	 
	 	(iv)	 	a reference to a statute, statutory instrument or provision of law is to that statute,
statutory instrument or provision of law, as it may be applied, amended or re-enacted from time to
time;
	 
	 	(v)	 	the index to and the headings in this Deed are for convenience only and are to be ignored in
construing this Deed;
	 
	 	(vi)	 	references to “with full title guarantee” are to be construed as provided for in the Law of
Property (Miscellaneous Provisions) Act 1994; and
	 
	 	(vii)	 	words imparting the singular include the plural and vice versa.






	 	(n)	 	The term:
	 
	 	 	 	certificated has the meaning given to it in the Uncertificated Securities Regulations 2001; and
	 
	 	 	 	clearance system means a person whose business is or includes the provision of clearance services
or security accounts or any nominee or depository for that person.
	 
	 	(o)	 	Any covenant of a Chargor under this Deed (other than a payment obligation) remains in force
during the Security Period and is given for the benefit of each Secured Party.
	 
	 	(p)	 	The terms of the other Loan Documents and of any side letters between any Parties in relation
to any Loan Document (as the case may be) are incorporated in this Deed to the extent required to
ensure that any purported disposition of any freehold or leasehold property contained in this Deed
is a valid disposition in accordance with section 2(1) of the Law of Property (Miscellaneous
Provisions) Act 1989.
	 
	 	(q)	 	Without prejudice to any other provision of this Deed, the Collateral Agent shall be entitled
to retain this Deed and not to release any of the Security Assets if the Collateral Agent, acting
reasonably, considers that an amount paid to a Secured Party under a Loan Document is capable of
being avoided or otherwise set aside on the liquidation or administration of the payer or
otherwise, and any amount so paid will not be considered to have been irrevocably paid for the
purposes of this Deed.
	 
	 	(r)	 	Unless the context otherwise requires, a reference to a Security Asset or any type or
description of a Security Asset includes:






	 	(i)	 	any part of that Security Asset; and
	 
	 	(ii)	 	any present and future assets of that type.






	1.3	 	Third Party Rights






	 	(a)	 	Unless expressly provided to the contrary in this Deed, a person who is not a party to this
Deed may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.




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	 	(b)	 	Notwithstanding any term of this Deed, the consent of any third party is not required to
rescind, vary, amend or terminate this Deed at any time.






	1.4	 	Intercreditor Agreement Governs






NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE COLLATERAL
AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY
RIGHT OR REMEDY BY THE COLLATERAL AGENT OR ANY RECIEVER OR OTHER SECURED PARTIES HEREUNDER ARE
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT. IN THE EVENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




	2.	 	GUARANTEE
	 
	2.1	 	Guarantee






Each Chargor irrevocably and unconditionally jointly and severally:




	 	(i)	 	guarantees as principal obligor to the Collateral Agent due and punctual performance by each
Loan Party of all of the Secured Obligations now or in the future due, owing or incurred by it;
	 
	 	(ii)	 	undertakes with the Collateral Agent that whenever another Loan Party does not pay or
discharge any Secured Obligation now or in the future due, owing or incurred by that Loan Party, it
shall immediately on the Collateral Agent’s written demand pay or discharge such Secured Obligation
as if it was the principal obligor; and
	 
	 	(iii)	 	indemnifies the Collateral Agent immediately on written demand against any cost, loss or
liability suffered by the Collateral Agent or other Secured Party if any obligation guaranteed by
it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall
be equal to the amount which the Collateral Agent or other Secured Party would otherwise have been
entitled to recover.






	2.2	 	Continuing Guarantee






This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by
any Loan Party under the Loan Documents, regardless of any Intermediate payment or discharge in
whole or in part.




	2.3	 	Reinstatement






If any payment by a Loan Party or any discharge given by the Collateral Agent or Secured Party
(whether in respect of the obligations of any Loan Party or any security for those obligations or
otherwise) is avoided or reduced as a result of insolvency or any similar event:




	 	(a)	 	the liability of each Loan Party shall continue as if the payment, discharge, avoidance or
reduction had not occurred; and




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	 	(b)	 	the Collateral Agent and each other Secured Party shall be entitled to recover the value or
amount of that security or payment from each Loan Party, as if the payment, discharge, avoidance or
reduction had not occurred.






	2.4	 	Waiver of defences






The obligations of each Chargor under this Clause 2 (Guarantee) will not be affected by an act,
omission, matter or thing which, but for this Clause 2 (Guarantee), would reduce, release or
prejudice any of its obligations under this Clause 2 (Guarantee) (without limitation and whether or
not known to it or any Secured Party) including:




	 	(i)	 	any time, waiver or consent granted to, or composition with, any Loan Party or other person;
	 
	 	(ii)	 	the release of any other Loan Party or any other person under the terms of any composition or
arrangement with any creditor of any member of the Group;
	 
	 	(iii)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to
perfect, take up or enforce, any rights against, or security over assets of, any Loan Party or
other person or any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any security;
	 
	 	(iv)	 	any incapacity or lack of power, authority or legal personality of or dissolution or change in
the members or status of a Loan Party or any other person;
	 
	 	(v)	 	any amendment, novation, supplement, extension (whether of maturity or otherwise) or
restatement (in each case, however fundamental and of whatsoever nature) or replacement of a Loan
Document or any other document or security;
	 
	 	(vi)	 	any unenforceability, illegality or invalidity of any obligation of any person under any Loan
Document or any other document or security; or
	 
	 	(vii)	 	any insolvency or similar proceedings.






	2.5	 	Demands






	 	(a)	 	The making of one demand under Clause 2.1 (Guarantee) shall not preclude the Collateral Agent
from making any further demands.
	 
	 	(b)	 	Any delay of the Collateral Agent in making a demand under Clause 2.1 (Guarantee) shall not be
treated as a waiver of its rights to make such demand.






	2.6	 	Chargor Intent






Without prejudice to the generality of Clause 2.4 (Waiver of Defences), each Chargor expressly
confirms that it intends that this guarantee shall extend from time to time to any (however
fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or
any facility or amount made available under any of the Loan Documents for the purposes of or in
connection with any of the following: business acquisitions of any nature; increasing working
capital; enabling investor distributions to



8









 






be made; carrying out restructurings; refinancing existing facilities; refinancing any other
indebtedness; making facilities available to new borrowers; any other variation or extension of the
purposes for which any such facility or amount might be made available from time to time; and any
fees, costs and/or expenses associated with any of the foregoing.




	2.7	 	Immediate recourse






Each Chargor waives any right it may have of first requiring the Collateral Agent or any Secured
Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or
security or claim payment from any person before claiming from that Chargor under this Clause 2
(Guarantee). This waiver applies irrespective of any law or any provision of a Loan Document to the
contrary.




	2.8	 	Deferral of Chargors’ rights






	 	(a)	 	Until all amounts which may be or become payable by the Loan Parties under or in connection
with the Loan Documents have been irrevocably paid in full and unless the Collateral Agent
otherwise directs (in which case it shall take such action as it is directed), no Chargor will
exercise any rights which it may have by reason of performance by it of its obligations under the
Loan Documents:






	 	(i)	 	to be indemnified by a Loan Party;
	 
	 	(ii)	 	to claim any contribution from any other Chargor of any Loan Party’s obligations under the
Loan Documents; and/or
	 
	 	(iii)	 	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of
any rights of any Secured Party under the Loan Documents or of any other guarantee or security
taken pursuant to, or in connection with, the Loan Documents by any Secured Party.






	 	(b)	 	If a Chargor receives any benefit, payment or distribution in relation to such rights it shall
hold that benefit, payment or distribution to the extent necessary to enable all amounts which may
be or become payable to the Secured Parties by the Loan Parties under or in connection with the
Loan Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or
transfer the same to the Collateral Agent or as the Collateral Agent may direct.






	2.9	 	Additional security
	 
	 	 	This guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Secured Party.
	 
	2.10	 	Credit Agreement
	 
	 	 	The provisions of Sections 2.06(j), 2.12 (with respect to Taxes), 2.15, 2.20, 2.22, 2.23 and 7.10 of
the Credit Agreement are hereby incorporated, mutatis mutandi, and shall apply to this Agreement,
the Chargors, the Lenders, the Collateral Agent and the Funding Agent as if set forth herein.




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	3.	 	CREATION OF SECURITY
	 
	3.1	 	General






	 	(a)	 	All this Security;






	 	(i)	 	is created in favour of the Collateral Agent;
	 
	 	(ii)	 	is security for the payment, discharge and performance of all the Secured Obligations; and
	 
	 	(iii)	 	is made with full title guarantee in accordance with the Law of Property (Miscellaneous
Provisions) Act 1994.






	 	(b)	 	If a Chargor assigns or charges an agreement under this Deed and the assignment or charge
breaches a term of that agreement because a third party’s consent has not been obtained:






	 	(i)	 	the Chargor must notify the Collateral Agent immediately;
	 
	 	(ii)	 	unless the Collateral Agent otherwise requires, the Chargor must, and each other Chargor must
ensure that the Chargor will, use all reasonable endeavours to obtain the consent as soon as
practicable; and
	 
	 	(iii)	 	the Chargor must promptly supply to the Collateral Agent a copy of the consent obtained by
it.






	 	(c)	 	Each Chargor hereby acknowledges that all assets, right, interests and benefits which are now
or in the future granted to the Collateral Agent pursuant to this Clause 3 or otherwise mortgaged,
charged, assigned or otherwise granted to it under this Deed (or any other document in connection
herewith) and all other rights, powers and discretions granted to or conferred upon the Collateral
Agent under this Deed or the Loan Documents (or any other document in connection therewith) shall
be held by the Collateral Agent on trust for the Secured Parties from time to time in accordance
with the provisions of the Security Trust Deed.
	 
	 	(d)	 	The fact that no or incomplete details of any Security Asset are inserted in Schedule 1
(Security Assets) or in the schedule to any Deed of Accession (if any) by which any Chargor became
party to this Deed does not affect the validity or enforceability of this Security.






	3.2	 	Land






	 	(a)	 	Each Chargor charges:






	 	(i)	 	by way of a legal mortgage all estates or interests in any freehold or leasehold property owned
by it (save for the Excluded Real Property) and all rights under any licence or other agreement or
document which gives that Chargor a right to occupy or use property; this includes any specified in
Part 1 of Schedule 1 (Security Assets) opposite its
name or in Part 1 of the schedule to any Deed
of Accession by which it became party to this Deed; and
	 
	 	(ii)	 	(to the extent that they are not the subject of a mortgage under sub-paragraph (i) above) by
way of fixed charge all estates or interests




10









 












in any freehold or leasehold property owned by it (save for the Excluded Real Property) and all
rights under any licence or other agreement or document which gives that Chargor a right to occupy
or use property.




	 	(b)	 	A reference in this Deed to any freehold or leasehold property includes:






	 	(i)	 	all buildings, erections, fixtures and fittings (including trade fixtures and fittings) and
fixed plant and machinery on that property owned by the relevant Chargor; and
	 
	 	(ii)	 	the benefit of any covenants for title given or entered into by any predecessor in title of
the relevant Chargor in respect of that property and any moneys paid or payable in respect of those
covenants.






	3.3	 	Investments






	 	(a)	 	Each Chargor charges:






	 	(i)	 	by way of a first legal mortgage the Charged Shares; this includes any Charged Shares specified
in Part 2 of Schedule 1 (Security Assets) opposite its name or in Part 2 of the schedule to any
Deed of Accession by which it became party to this Deed; and
	 
	 	(ii)	 	(to the extent that they are not the subject of a mortgage under sub-paragraph (i) above) by
way of a fixed charge its interest in all shares, stocks, debentures, bonds, warrants, coupons or
other securities and investments (including all Cash Equivalents) owned by it or held by any
nominee on its behalf.






	 	(b)	 	A reference in this Deed to any share, stock, debenture, bond, warrant, coupon or other
security or investment includes:






	 	(i)	 	any dividend, interest or other distribution paid or payable;
	 
	 	(ii)	 	any right, money or property accruing, derived, incidental or offered at any time by way of
redemption, substitution, exchange, bonus or preference, under option rights or otherwise;
	 
	 	(iii)	 	any right against any clearance system;
	 
	 	(iv)	 	any Related Rights; and
	 
	 	(v)	 	any right under any custodian or other agreement,






in relation to that share, stock, debenture, bond, warrant, coupon or other security or investment.




	3.4	 	Plant and machinery






Each Chargor charges by way of a fixed charge all plant, machinery, computers, office equipment or
vehicles or interest specified in Part 3 of Schedule 1 (Security Assets) opposite its name or in
Part 3 of the schedule to any Deed of Accession by which it became party to this Deed and any and
all other plant, machinery, computers, office equipment or vehicles (or interest therein) owned by
it.



11









 






	3.5	 	Credit balances






Each Chargor charges by way of a fixed charge all of its rights in respect of each amount standing
to the credit of each account with any person, including its Security Accounts and the debt
represented by that account.




	3.6	 	Book debts etc.






Each Chargor charges by way of a fixed charge:




	 	(a)	 	all of its book and other debts;
	 
	 	(b)	 	all other moneys due and owing to it; and
	 
	 	(c)	 	the benefit of all rights, securities and guarantees of any nature enjoyed or held by it in
relation to any item under paragraph (a) or (b) above.






	3.7	 	Insurance Policies






	 	(a)	 	Each Chargor assigns absolutely, subject to a proviso for re-assignment on redemption, all
amounts payable to it under or in connection with each of its Insurance Policies and all of its
rights in connection with those amounts.
	 
	 	(b)	 	To the extent that they are not effectively assigned under paragraph (a) above, each Chargor
charges by way of fixed charge all amounts and rights described in paragraph (a) above.
	 
	 	(c)	 	A reference in this Subclause to any amounts excludes all amounts received or receivable under
or in connection with any third party liability Insurance and required to settle a liability of a
Loan Party to a third party.






	3.8	 	Other contracts






	 	(a)	 	Each Chargor assigns absolutely, subject to a proviso for re-assignment on redemption, all of
its rights in respect of its Primary Contracts.
	 
	 	(b)	 	Without prejudice to the obligations of the Chargor under Clause 3.1 (b), to the extent that
any such right described in paragraph (a) above is not assignable or capable of assignment, the
assignment of that right purported to be effected by paragraph (a) shall operate as an assignment
of any damages, compensation, remuneration, profit, rent or income which that Chargor may derive
from that right or be awarded or entitled to in respect of that right.
	 
	 	(c)	 	To the extent that they do not fall within any other Subclause of this Clause and are not
effectively assigned under paragraph (a) or (b) above, each Chargor charges by way of fixed charge
all of its rights under each agreement and document to which it is a party, including, without
limitation, its Secondary Contracts.






	3.9	 	Intellectual property






Each Chargor charges by way of a fixed charge all of its rights in respect of any Intellectual
Property; this includes any specified in Part 5 of Schedule 1 (Security Assets) opposite its name
or in Part 5 of the schedule to any Deed of Accession by which it became party to this Deed.



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	3.10	 	Miscellaneous






Each Chargor charges by way of a fixed charge:




	 	(a)	 	any beneficial interest, claim or entitlement it has to any assets of any pension fund;
	 
	 	(b)	 	its goodwill;
	 
	 	(c)	 	the benefit of any authorisation (statutory or otherwise) held in connection with its business
or the use of any Security Asset;
	 
	 	(d)	 	the right to recover and receive compensation which may be payable to it in respect of any
authorisation referred to in paragraph (c) above; and
	 
	 	(e)	 	its uncalled capital.






	3.11	 	Floating charge






	 	(a)	 	Each Chargor charges by way of a floating charge all of its assets whatsoever and wheresoever
not otherwise effectively mortgaged, charged or assigned under this Deed.
	 
	 	(b)	 	Except as provided below, the Collateral Agent may by notice to a Chargor convert the floating
charge created by that Chargor under this Deed into a fixed charge as regards any of that Chargor’s
assets specified in that notice, if:






	 	(i)	 	an Event of Default is continuing;
	 
	 	(ii)	 	the Collateral Agent considers those assets to be in danger of being seized or sold under any
form of distress, attachment, execution or other legal process or to be otherwise in jeopardy; or
	 
	 	(iii)	 	that Chargor fails to comply, or takes or threatens to take any action which, in the
reasonable opinion of the Collateral Agent, is likely to result in it failing to comply with its
obligations under paragraph (a) of Clause 5 (Restrictions on dealing).






	 	(c)	 	The floating charge created under this Deed may not be converted into a fixed charge solely by
reason of:






	 	(i)	 	the obtaining of a moratorium; or
	 
	 	(ii)	 	anything done with a view to obtaining a moratorium,






under section 1A of the Insolvency Act 1986.




	 	(d)	 	The floating charge created under this Deed will (in addition to the circumstances in which the
same will occur under general law) automatically convert into a fixed charge over all of each
Chargor’s assets:






	 	(i)	 	if an administrator is appointed or the Collateral Agent receives notice of an intention to
appoint an administrator; or




13









 












	 	(ii)	 	on the convening of any meeting of the members of that Chargor to consider a resolution to
wind that Chargor up (or not to wind that Chargor up).






	 	(e)	 	The floating charge created under this Deed is a qualifying floating charge for the purpose of
paragraph 14 of Schedule B1 to the Insolvency Act 1986.
	 
	 	(f)	 	The giving by the Collateral Agent of a notice under paragraph (b) above in relation to any
asset of a Chargor will not be construed as a waiver or abandonment of the Collateral Agent’s
rights to give any other notice in respect of any other asset or of any other right of any other
Secured Party under this Deed or any other Loan Document.
	 
	 	(g)	 	Any charge which has been converted into a fixed charge in accordance with paragraphs (b) or
(d) above may, by notice in writing given at any time by the Collateral Agent to the relevant
Chargor, be reconverted into a floating charge in relation to the Security Assets specified in such
notice.






	4.	 	REPRESENTATIONS - GENERAL
	 
	4.1	 	Nature of security






Each Chargor represents and warrants to each Secured Party that:




	 	(a)	 	this Deed creates those Security Interests it purports to create (save that the legal mortgage
created in Clause 3.3(a)(i) will take effect in equity until such time as the Collateral Agent
exercises its discretion under Clause 7.2(b)) and is not liable to be avoided or otherwise set
aside on its liquidation or administration or otherwise;
	 
	 	(b)	 	this Deed is its legal, valid and binding obligation and is enforceable against it in
accordance with its terms;
	 
	 	(c)	 	no authorisation, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for either:






	 	(i)	 	the pledge or grant by the Chargor of the Security purported to be created in favour of the
Collateral Agent under this Deed; or
	 
	 	(ii)	 	the exercise by the Collateral Agent of any rights or remedies in respect of the Security
Assets (whether specifically granted or created under this Deed or created or provided for by
applicable law); and






	 	(d)	 	all actions and consents, including all filings, notices, registrations and recordings
necessary for the exercise by the Collateral Agent of the voting or other rights provided for in
this Deed or the exercise of remedies in respect of the Security Assets have been made or will be
obtained within periods required to perfect the Security as against any third party.






	4.2	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this Clause) are made by
each Chargor.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by:





14









 












	 	(i)	 	each Chargor which becomes party to this Deed of Accession, on the date on which that
Chargor becomes a Chargor; and
	 
	 	(ii)	 	each Chargor on each date during the Security Period.






	 	(c)	 	When a representation and warranty is deemed to be repeated, it is deemed to be made by
reference to the circumstances existing at the time of repetition.






	5.	 	RESTRICTIONS ON DEALINGS






No Chargor may:




	 	(a)	 	create or permit to subsist any Security Interest on any of its assets; or
	 
	 	(b)	 	either in a single transaction or in a series of transactions and whether related or not and
whether voluntarily or involuntarily sell, lease, transfer, redeem or otherwise dispose of all or
any part of its assets,






unless permitted under the Credit Agreement.




	6.	 	LAND
	 
	6.1	 	Information for Report on Title






Each
Chargor represents and warrants to each Secured Party that:




	 	(a)	 	the information supplied by it or on its behalf to the lawyers who prepared any Report on Title
relating to any of its Mortgaged Property for the purpose of that Report on Title was true in all
material respects at the date it was expressed to be given; and
	 
	 	(b)	 	the information referred to in paragraph (a) above was at the date it was expressed to be given
complete and did not omit any information which, if disclosed would make that information untrue or
misleading in any material respect;
	 
	 	(c)	 	the Excluded Leasehold Properties are rack rent leases granted to a Chargor at a rent without a
fine or premium from time to time.






	6.2	 	Title






Each Chargor represents and warrants to each Secured Party that except as disclosed in any Report
on Title relating to any of its Mortgaged Property:




	 	(a)	 	it is the legal and beneficial owner of its Mortgaged Property;
	 
	 	(b)	 	no breach of any law, regulation or covenant is outstanding which affects or would be
reasonably likely to affect materially the value, saleability or use of its Mortgaged Property;
	 
	 	(c)	 	there are no covenants, agreements, stipulations, reservations, conditions, interests, rights
or other matters whatsoever affecting its Mortgaged Property which conflict with its present use or
adversely affect the value, saleability or use of any of the Mortgaged Property, in each case to
any material extent;




15









 












	 	(d)	 	nothing has arisen or has been created or is subsisting which would be an overriding interest
or an unregistered interest which overrides first registration or registered dispositions over its
Mortgaged Property and which would be reasonably likely to affect materially its value, saleability
or use;
	 
	 	(e)	 	all facilities (including access) necessary for the enjoyment and use of its Mortgaged Property
(including those necessary for the carrying on of its business at the Mortgaged Property) are
enjoyed by that Mortgaged Property and none of those facilities are on terms entitling any person
to terminate or curtail its use or on terms which conflict with or restrict its use, where the lack
of those facilities would be reasonably likely to affect materially its value, saleability or use;
	 
	 	(f)	 	it has received no notice of any adverse claims by any person in respect of its Mortgaged
Property which if adversely determined would or would be reasonably likely to materially adversely
affect the value, saleability or use of any of its Mortgaged Property, nor has any acknowledgement
of such been given to any person in respect of its Mortgaged Property; and
	 
	 	(g)	 	its Mortgaged Property is held by it free from any Security Interest (other than as permitted
by the Credit Agreement) or any lease or licence which would be reasonably likely to affect
materially its value, saleability or use.






	6.3	 	Repair






Each Chargor must keep:




	 	(a)	 	its Premises in good and substantial repair and condition; and
	 
	 	(b)	 	its Fixtures in a good state of repair and in good working order and condition.






	6.4	 	Compliance with leases and covenants






Each Chargor must:




	 	(a)	 	perform all the material terms on its part contained in any lease, agreement for lease, licence
or other agreement or document which gives that Chargor a right to occupy or use property comprised
in its Mortgaged Property;
	 
	 	(b)	 	not do or allow to be done any act as a result of which any lease comprised in its Mortgaged
Property may become liable to forfeiture or otherwise be terminated; and
	 
	 	(c)	 	duly and punctually comply with all material covenants and stipulations affecting the Mortgaged
Property or the facilities (including access) necessary for the enjoyment and use of the Mortgaged
Property and indemnify each Secured Party in respect of any breach of those covenants and
stipulations.






	6.5	 	Acquisitions






If a Chargor acquires any freehold or leasehold property after the date of this Deed (save for
Excluded Real Property), it must:




	 	(a)	 	notify the Collateral Agent immediately;




16









 












	 	(b)	 	immediately on request by the Collateral Agent and at the cost of that Chargor, execute and
deliver to the Collateral Agent a legal mortgage in favour of the Collateral Agent of that property
in any form (consistent with, and no more onerous than, this Deed) which the Collateral Agent may
require;
	 
	 	(c)	 	if the title to that freehold or leasehold property is registered at the Land Registry or
required to be so registered, give the Land Registry written notice of this Security; and
	 
	 	(d)	 	if applicable, ensure that this Security is correctly noted in the Register of Title against
that title at the Land Registry.






	6.6	 	Notices






Each Chargor must, within 14 days after the receipt by it of any application, requirement, order or
notice served or given by any public or local or any other authority with respect to its Mortgaged
Property (or any part of it) which would or would be reasonably likely to have a material adverse
effect on the value, saleability or use of any of the Mortgaged Property:




	 	(a)	 	deliver a copy to the Collateral Agent; and
	 
	 	(b)	 	inform the Collateral Agent of the steps taken or proposed to be taken to comply with the
relevant requirement,






	6.7	 	Leases






No Chargor may in respect of its Mortgaged Property (or any part of it), unless expressly permitted
under the Credit Agreement:




	 	(a)	 	grant or agree to grant (whether in exercise or independently of any statutory power) any lease
or tenancy;
	 
	 	(b)	 	agree to any amendment or waiver or surrender of any lease or tenancy;
	 
	 	(c)	 	commence any forfeiture proceedings in respect of any lease or tenancy;
	 
	 	(d)	 	confer upon any person any contractual licence or right to occupy;
	 
	 	(e)	 	consent to any assignment of any tenant’s interest under any lease or tenancy;
	 
	 	(f)	 	agree to any rent reviews in respect of any lease or tenancy; or
	 
	 	(g)	 	serve any notice on any former tenant under any lease or tenancy (or any guarantor of that
former tenant) which would entitle it to a new lease or tenancy.






	6.8	 	The Land Registry






	 	(a)	 	Each Chargor consents to a restriction in the following terms being entered into on the
Register of Title relating to any Mortgaged Property registered at the Land Registry:






“No disposition of the registered estate by the proprietor of the registered estate is to be
registered without a written consent signed by the proprietor for the time being of the security
agreement referred to in the charges register dated [  ] in



17









 






favour of [  ] (as agent and trustee for the Secured Parties referred to in that security agreement)
or its conveyancer.”




	 	(b)	 	Each Chargor applies to the Chief Land Registrar for a notice in the following terms to be
entered on the Register of Title relating to any Mortgaged Property registered at the Land
Registry:






“The Lenders under a Credit Agreement dated as of [-], 2007, among Novelis Inc., as Canadian
Borrower, Novelis Corporation, Novelis Pae Corporation Eurofoil, Inc., as U.S. Borrowers, Novelis
UK Ltd, as U.K. Borrower, Novelis AG, as Swiss Borrower, AV ALUMINUM INC., as Parent Guarantor, and
the Other Guarantors Party thereto, the Lenders Party thereto LaSalle
Business Credit, LLC, as U.S.
Issuing Bank, Swingline Lender, Funding Agent and Collateral Agent, Canadian Issuing Bank and
Canadian Funding Agent, and ABN AMRO Incorporated, UBS Securities LLC, as Joint Lead Arrangers and
Joint Bookmanagers are under an obligation (subject to the terms of that Credit Agreement) to [the
Chargor] to make further advances and the security agreement referred to in the charges register
dated [  ] in favour of [  ] (as agent and trustee for the Secured Parties referred to in that
security agreement) secures those further advances.”




	6.9	 	Deposit of title deeds






Each Chargor must deposit with the Collateral Agent all deeds and documents of title relating to
its Mortgaged Property and all local land charges, land charges and Land Registry search
certificates and similar documents received by it or on its behalf.




	6.10	 	Development






No Chargor may, unless expressly permitted under the Credit Agreement:




	 	(a)	 	make or permit others to make any application for planning permission in respect of any part of
the Mortgaged Property; or
	 
	 	(b)	 	carry out or permit to be carried out on any part of the Mortgaged Property any development for
which the permission of the local planning authority is required,






except as part of carrying on its principal business where it would not or would not be reasonably
likely to have a material adverse effect on the value, saleability or use of the Mortgaged Property
or the carrying on of the principal business of that Chargor.




	6.11	 	Investigation of title






Each Chargor must grant the Collateral Agent or its lawyers on request all reasonable facilities
within the power of that Chargor to enable the Collateral Agent or its lawyers (at the expense of
that Chargor) after this Security has become enforceable to:




	 	(a)	 	carry out investigations of title to the Mortgaged Property; and
	 
	 	(b)	 	make such enquiries in relation to any part of the Mortgaged Property as a prudent mortgagee
might carry out.




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	6.12	 	Report on Title






Each Chargor must, as soon as practicable after a request by the Collateral Agent at a time when an
Event of Default is continuing, supply the Collateral Agent with a Report on Title of that Chargor
to its Mortgaged Property concerning those items which may properly be sought to be covered by a
prudent mortgagee in a lawyer’s report of this nature.




	6.13	 	Power to remedy






If a Chargor fails to perform any covenant or stipulation or any term of this Deed affecting its
Mortgaged Property, that Chargor must allow the Collateral Agent or its agents and contractors:




	 	(a)	 	to enter any part of its Mortgaged Property;
	 
	 	(b)	 	to comply with or object to any notice served on that Chargor in respect of its Mortgaged
Property; and
	 
	 	(c)	 	to take any action as the Collateral Agent may reasonably consider necessary or desirable to
prevent or remedy any breach of any such covenant, stipulation or term or to comply with or object
to any such notice.






That Chargor must immediately on request by the Collateral Agent pay the costs and expenses of the
Collateral Agent or its agents and contractors incurred in connection with any action taken by it
under this Subclause.




	6.14	 	Unregistered Property






Each Chargor shall use reasonable endeavours to:




	 	(a)	 	to provide a completed and signed Land Registry application form to complete the first
registration of any unregistered real properties and registration of this Security at the Land
Registry: and
	 
	 	(b)	 	answer any requisitions raised by the Land Registry,






including in each case, without limitation, instruction of solicitors in these regards and
providing statutory declarations in respect of any title requisitions raised by the Land Registry.




	7.	 	INVESTMENTS
	 
	7.1	 	Investments






Each Chargor represents and warrants to each Secured Party that:




	 	(a)	 	its Investments are duly authorised, validly issued and fully paid;
	 
	 	(b)	 	its Investments are not subject to any Security Interest (other than as permitted by the Credit
Agreement), any option to purchase or similar right;
	 
	 	(c)	 	it is the sole legal and beneficial owner of its Investments (save for any Investments acquired
by or issued to that Chargor after the date of this Deed that





19









 






are held by any nominee on its behalf or any Investments transferred to the Collateral Agent or its
nominee pursuant to this Deed);




	 	(d)	 	each Charged Company is a company incorporated with limited liability;
	 
	 	(e)	 	the constitutional documents of each Charged Company do not and could not restrict or inhibit
any transfer of those shares on creation or enforcement of this Security; and
	 
	 	(f)	 	there are no agreements in force which provide for the issue or allotment of, or grant any
person the right to call for the issue or allotment of, any share or loan capital of any Charged
Company (including any option or right of pre-emption or conversion).






	7.2	 	Certificated Investments






	 	(a)	 	Each Chargor must:






	 	(i)	 	deposit with the Collateral Agent, or as the Collateral Agent may direct, any bearer
instrument, share certificate or other document of title or evidence of ownership in relation to
any Investment, immediately in respect of any Investment subject to this Security on the date of
this Deed and thereafter immediately following the acquisition by, or the issue to, that Chargor of
any certificated Investment (unless the same is required for registering any transfer, in which
case the relevant Chargor must deposit the same immediately after such registration is completed);
and
	 
	 	(ii)	 	immediately take any action and execute and deliver to the Collateral Agent any share transfer
or other document which may be requested by the Collateral Agent in order to enable the transferee
to be registered as the owner or otherwise obtain a legal title to that Investment; this includes:






	 	(1)	 	delivering executed and (unless exempt from stamp duty), pre-stamped share transfers in favour
of the Collateral Agent or any of its nominees as transferee or, if the Collateral Agent so
directs, with the transferee left blank; and
	 
	 	(2)	 	procuring that those share transfers are registered by the Charged Company in which the
Investments are held in the share register of that Charged Company and that share certificates in
the name of the transferee are delivered to the Collateral Agent.






	 	(b)	 	The Collateral Agent may, at any time, complete the instruments of transfer on behalf of
the Chargor in favour of itself or such other person as it shall select.






	7.3	 	Changes to rights






No Chargor may (except to the extent permitted by the Credit Agreement and the Intercreditor
Agreement) take or allow the taking of any action on its behalf which may



20









 






result in the rights attaching to any of its Investments being altered or further shares being issued.




	7.4	 	Calls






	 	(a)	 	Each Chargor must pay all calls and other payments due and payable in respect of any of its
Investments.
	 
	 	(b)	 	If a Chargor fails to do so, the Collateral Agent may (at its discretion) pay those calls or
other payments on behalf of that Chargor. That Chargor must immediately on request reimburse the
Collateral Agent for any payment made by the Collateral Agent under this Subclause and, pending
reimbursement, that payment will constitute part of the Secured Obligations.






	7.5	 	Other obligations in respect of Investments






	 	(a)	 	Each Chargor must comply with all requests for information which is within its knowledge and
which it is required to comply with by law (including section 212 of the Companies Act 1985) or
under the constitutional documents relating to any of its Investments. If a Chargor fails to do so,
the Collateral Agent may elect to provide any information which it may have on behalf of that
Chargor.
	 
	 	(b)	 	Each Chargor must promptly supply a copy to the Collateral Agent of any information referred to
in sub-paragraph (a) above.
	 
	 	(c)	 	It is acknowledged and agreed that notwithstanding anything to the contrary contained in this
Deed, each Chargor shall remain liable to observe and perform all of the conditions and obligations
assumed by it in respect of any of its Investments.
	 
	 	(d)	 	No Secured Party will be required in any manner to:






	 	(i)	 	perform or fulfil any obligation of a Chargor;
	 
	 	(ii)	 	make any payment;
	 
	 	(iii)	 	make any enquiry as to the nature or sufficiency of any payment received by it or a Chargor;
	 
	 	(iv)	 	present or file any claim or take any other action to collect or enforce the payment of any
amount; or
	 
	 	(v)	 	take any action in connection with the taking up of any (or any offer of any) stocks, shares,
rights, monies or other property paid, distributed, accruing or offered at any time by way of
interest, dividend, redemption, bonus, rights, preference, option,
warrant or otherwise,






in respect of any Investment.




	7.6	 	Voting rights






	 	(a)	 	Unless and until the service of a notice by the Collateral Agent or an Event of Default is
continuing, each Chargor may continue to exercise the voting rights, powers and other rights in
respect of its Investments, provided that (x) it shall deliver copies of any minutes shareholder
meeting in respect of the Investments




21









 












to the Collateral Agent promptly upon receipt, and (y) it shall not exercise such voting rights,
powers and other rights in a manner which would result in, or otherwise permit or agree to, (i) any
variation of the rights attaching to or conferred by any of the Investments which the Collateral
Agent considers prejudicial to the interests of the Secured Parties or which conflict or derogate
from any Loan Documents or (ii) any increase in the issued share capital of a Charged Company,
which in the opinion of the Collateral Agent would prejudice the value of, or the ability of the
Collateral Agent to realise, the security created by this Deed.




	 	(b)	 	Unless and until the service of a notice by the Collateral Agent or an Event of Default is
continuing, if the relevant Investments have been registered in the name of the Collateral Agent or
its nominee, the Collateral Agent (or that nominee) must exercise the voting rights, powers and
other rights in respect of the Investments in any manner which the relevant Chargor may direct in
writing. The Collateral Agent (or that nominee) will execute any form of proxy or other document
which the relevant Chargor may reasonably require for this purpose.
	 
	 	(c)	 	Subject to the terms of the Credit Agreement and the Intercreditor Agreement, unless and until
the service of a notice by the Collateral Agent or an Event of Default is continuing, all dividends
or other income or distributions paid or payable in relation to any Investments must be paid to the
relevant Chargor. To achieve this:






	 	(i)	 	the Collateral Agent or its nominee will promptly execute any dividend mandate necessary to
ensure that payment is made direct to the relevant Chargor;) or
	 
	 	(ii)	 	if payment is made directly to the Collateral Agent (or its nominee) before the service of a
notice by the Collateral Agent or at a time when an Event of Default is not continuing, the
Collateral Agent (or that nominee) will promptly pay that amount to the relevant Chargor.






	 	(d)	 	Unless and until the service of a notice by the Collateral Agent or an Event of Default is
continuing, the Collateral Agent shall use its reasonable endeavours to promptly forward to the
relevant Chargor all material notices, correspondence and/or other communication it receives in
relation to the Investments.
	 
	 	(e)	 	Following the service of a notice by the Collateral Agent or so long as an Event of Default is
continuing, the Collateral Agent or its nominee may exercise or refrain from exercising:






	 	(i)	 	any voting rights; and
	 
	 	(ii)	 	any other powers or rights which maybe exercised by the legal or beneficial owner of any
Investment, any person who is the holder of any Investment or otherwise






in each case, in the name of the relevant Chargor, the registered holder or otherwise and without
any further consent or authority on the part of the relevant Chargor and irrespective of any
direction given by any Chargor.




	 	(f)	 	To the extent that the Investments remain registered in the names of the Chargors, each Chargor
irrevocably appoints the Collateral Agent or its nominee




22









 












as its proxy to exercise all voting rights in respect of those Investments following the service of
a notice by the Collateral Agent or so long as an Event of Default is continuing.




	 	(g)	 	Each Chargor must indemnify the Collateral Agent against any loss or liability incurred by the
Collateral Agent as a consequence of the Collateral Agent acting in respect of its Investments on
the direction of that Chargor.






	7.7	 	Clearance systems






	 	(a)	 	Each Chargor must, if so requested by the Collateral Agent:






	 	(i)	 	instruct any clearance system to transfer any Investment held by it for that Chargor or its
nominee to an account of the Collateral Agent or its nominee with that clearance system; and
	 
	 	(ii)	 	take whatever action the Collateral Agent may request for the dematerialisation or
rematerialisation of any Investments held in a clearance system.






	 	(b)	 	Without prejudice to the rest of this Subclause the Collateral Agent may, at the expense of the
relevant Chargor, take whatever action is required for the dematerialisation or rematerialisation
of the Investments as necessary.






	7.8	 	Custodian arrangements






Each Chargor must;




	 	(a)	 	promptly give notice of this Deed to any custodian of any Investment in any form which the
Collateral Agent may reasonably require; and
	 
	 	(b)	 	use reasonable endeavours to ensure that the custodian acknowledges that notice in any form
which the Collateral Agent may reasonably require.






	8.	 	INTELLECTUAL PROPERTY
	 
	8.1	 	Representations






Each Chargor represents and warrants to each Secured Party that as at the date of this Deed or, if
later, the date it became a Party:




	 	(a)	 	all Intellectual Property which is material to its business is identified in Part 5 of Schedule
1 (Security Assets) opposite its name or in Part 5 of the schedule to any Deed of Accession by
which it became party to this Deed; and
	 
	 	(b)	 	it is not aware of any circumstances relating to the validity, subsistence or use of any of its
Intellectual Property which could reasonably be expected to have a Material Adverse Effect.






	8.2	 	Preservation






	 	(a)	 	Each Chargor must promptly, if requested to do so by the Collateral Agent, sign or procure the
signature of, and comply with all instructions of the Collateral Agent in respect of, any document
required to make entries in any public register of Intellectual Property (including the United
Kingdom Trade Marks Register)




23









 












which either record the existence of this Deed or the restrictions on disposal imposed by this
Deed.




	 	(b)	 	No Chargor may, without the prior consent of the Collateral Agent or unless permitted by
the Credit Agreement:






	 	(i)	 	amend or waive or terminate, any of its rights in respect of
its Intellectual Property;
or
	 
	 	(ii)	 	take any action which might jeopardise the existence or enforceability of any of its
rights in respect of its Intellectual Property.






	9.	 	ACCOUNTS
	 
	9.1	 	Accounts






All Security Accounts must be maintained at a branch of the Account Bank approved by the Collateral Agent




	9.2	 	Change of Account Bank






	 	(a)	 	Any Account Bank may be changed to another bank and additional banks may be appointed as
Account Banks if the Company and the Collateral Agent so agree.
	 
	 	(b)	 	Without prejudice to Clause 9.2(a), a Chargor may only open an account with a new Account Bank
after the proposed new Account Bank agrees with the Collateral Agent and the relevant Chargors, in
a manner satisfactory to the Collateral Agent, to fulfil the role of the Account Bank under this
Deed.
	 
	 	(c)	 	If there is a change of Account Bank, the net amount (if any) standing to the credit of the
Security Accounts maintained with the old Account Bank will be transferred to the corresponding
Security Accounts maintained with the new Account Bank immediately upon the appointment taking
effect and each Chargor and the Collateral Agent hereby irrevocably gives all authorisations and
instructions necessary for any such transfer to be made.
	 
	 	(d)	 	Each Chargor;






	 	(i)	 	must take any action which the Collateral Agent may require to facilitate a change of Account
Bank in accordance with the preceding provisions of Clause 9.2 and any transfer of credit balances
(including the execution of bank mandate forms); and
	 
	 	(ii)	 	irrevocably appoints the Collateral Agent as its attorney to take any such action if that
Chargor should fail to do so.
	 
	 	(iii)	 	No Chargor shall, during the subsistence of this Deed, without the Collateral Agent’s prior
consent, permit or agree to any variation of the rights attaching to any Security Account or close
any Security Account.






	9.3	 	Book debts and receipts






	 	(a)	 	Each Chargor must immediately deposit and direct their respective Account Debtors to
directly remit all payments on Accounts and all payments




24









 












constituting proceeds of Inventory or other Collateral (each term as defined in the Credit
Agreement) into a Security Account in accordance with Section 9.01 of the Credit Agreement.




	 	(b)	 	To the extent not deposited or remitted to a Security Account under Clause 9.3(a), each Chargor
must promptly get in and realise its;






	 	(i)	 	securities to the extent held by way of temporary investment;
	 
	 	(ii)	 	book and other debts and other moneys owed to it; and
	 
	 	(iii)	 	royalties, fees and income of any nature owed to it,






in the ordinary course of its business and (prior to payment into a Security Account under Clause
9.3(c)) hold the proceeds of the getting in and realisation on trust for the Collateral Agent.




	 	(c)	 	Each Chargor must, except to the extent that the Collateral Agent otherwise agrees, pay all the
proceeds of the getting in and realisation under Clause 9.3(b) into a Security Account as soon as
practicable on receipt.






	9.4	 	Withdrawals






	 	(a)	 	The Collateral Agent (or a Receiver) may (subject to the payment of any claims having priority
to this Security and subject to the Intercreditor Agreement) withdraw amounts standing to the
credit of any Security Account for application in accordance with the Loan Documents.
	 
	 	(b)	 	No Chargor shall be entitled to receive, withdraw or otherwise transfer any credit balance from
time to time standing to the credit of any Security Account except with the prior consent of the
Collateral Agent.
	 
	 	(c)	 	Each Chargor must ensure that none of its Security Accounts is overdrawn at any time.
	 
	 	(d)	 	Each Chargor must ensure that each Account Bank operates each Security Account in accordance
with the terms of this Deed and the notices given under Clause 9.5 or as permitted by the Credit
Agreement.






	9.5	 	Notices of charge






	 	(a)	 	Each Chargor must:






	 	(i)	 	immediately give notice to each relevant Account Bank substantially in the form of Part 1 of
Schedule 2 (Forms of letter for Security Accounts); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant Account Bank acknowledges that
notice substantially in the form of Part 2 of Schedule 2 (Forms of letter for Security Accounts).






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the acknowledgement in
paragraph (a)(ii) above from an Account Bank and provided that no Default is outstanding, the
Collateral Agent will send a letter to




25









 












that Account Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).




	10.	 	RELEVANT CONTRACTS
	 
	10.1	 	Representations






Each
Chargor represents and warrants to each Secured Party that:




	 	(a)	 	each of its Security Contracts is its legally binding, valid, and enforceable obligation;
	 
	 	(b)	 	it is not in default of any of its obligations under any of its Security Contracts;
	 
	 	(c)	 	(save as otherwise agreed with the Collateral Agent) there is no prohibition on assignment in
any of its Primary Contracts; and
	 
	 	(d)	 	its entry into and performance of this Deed will not conflict with any term of any of its
Primary Contracts.






	10.2	 	Preservation






	 	(a)	 	No Chargor may, without the prior consent of the Collateral Agent or unless expressly permitted
by the Credit Agreement:






	 	(i)	 	amend or waive any term of, or terminate, any of its Secondary Contracts; or
	 
	 	(ii)	 	take any action which might jeopardise the existence or enforceability of any of its
Secondary Contracts,






in each case to the extent that the same would have a Material Adverse Effect.




	 	(b)	 	No Chargor may, without the prior consent of the Collateral Agent or unless expressly permitted
by the Credit Agreement:






	 	(i)	 	amend or waive any term of, or terminate, any of its Primary Contracts; or
	 
	 	(ii)	 	take any action which might jeopardise the existence or enforceability of any of its
Primary Contracts.






	10.3	 	Other undertaking






Each Chargor must:




	 	(a)	 	duly and promptly perform its obligations under each of its Security Contracts; and
	 
	 	(b)	 	supply the Collateral Agent and any Receiver with copies of each of its Security Contracts and
any information and documentation relating to any of its Security Contracts requested by the
Collateral Agent or any Receiver.




26









 












	10.4	 	Rights






	 	(a)	 	Subject to the rights of the Collateral Agent under paragraph (b) below, each Chargor must
diligently pursue its rights under each of its Security Contracts, but only if and to the extent
that the exercise of those rights in the manner proposed would not result in a Default under the
terms of the Credit Agreement.
	 
	 	(b)	 	If an Event of Default is continuing, the Collateral Agent may exercise (without any further
consent or authority on the part of the relevant Chargor and irrespective of any direction given by
the Chargor) any of that Chargor’s rights under its Security Contracts.






	10.5	 	Notices of assignment






Each Chargor must:




	 	(a)	 	following the Term Loan Collateral Discharge Date immediately serve a notice of assignment,
substantially in the form of Part 1 of Schedule 4 (Forms of letter for Primary Contracts), on each
of the other parties to each of its Primary Contracts (unless notice is given to those parties
under the Loan Documents); and
	 
	 	(b)	 	use all reasonable endeavours to procure that each of those other parties acknowledges that
notice, substantially in the form of Part 2 of Schedule 4 (Forms of letter for Primary Contracts)
within 14 days of the date of Term Loan Collateral Discharge Date or any Deed of Accession by which
it became party to this Deed after the Term Loan Collateral Discharge Date or, if later, the date
of entry into that Primary Contract (as appropriate).






	11.	 	PLANT AND MACHINERY
	 
	11.1	 	Maintenance






Each Chargor must keep its Plant and Machinery in good repair and in good working order and condition.




	11.2	 	Nameplates






Each Chargor must take any action which the Collateral Agent may reasonably require to evidence the
interest of the Collateral Agent in its Plant and Machinery; this includes (if so requested) fixing
a nameplate on its Plant and Machinery in a prominent position stating that:




	 	(a)	 	the Plant and Machinery is charged in favour of the Collateral Agent; and
	 
	 	(b)	 	the Plant and Machinery must not be disposed of without the prior consent of the Collateral
Agent unless permitted under the Credit Agreement.






	11.3	 	INSURANCE POLICIES
	 
	11.4	 	Rights






	 	(a)	 	Subject to the rights of the Collateral Agent under paragraph (b) below, each Chargor
must diligently pursue its rights under each of its Insurance Policies, but




27









 












only if and to the extent that the exercise of those rights in the manner proposed would not result
in a Default under the terms of the Credit Agreement.




	 	(b)	 	If an Event of Default is continuing:






	 	(i)	 	the Collateral Agent may exercise (without any further consent or authority on the part of any
Chargor and irrespective of any direction given by any Chargor) any of the rights of any Chargor in
connection with any amounts payable to it under any of its Insurance Policies;
	 
	 	(ii)	 	each Chargor must take such steps (at its own cost) as the Collateral Agent may require to
enforce those rights; this includes initiating and pursuing legal or arbitration proceedings in the
name of that Chargor; and
	 
	 	(iii)	 	each Chargor must hold any payment received by it under any of its Insurance Policies on
trust for the Collateral Agent.






	11.5	 	Notice






Each Chargor must:




	 	(a)	 	Following the Term Loan Collateral Discharge Date immediately give notice of this Deed to each
of the other parties to each of the Insurance Policies by sending a notice substantially in the
form of Part 1 of Schedule 3 (Insurance Policies); and
	 
	 	(b)	 	use all reasonable endeavours to procure that each such other party delivers a letter of
undertaking to the Collateral Agent in the form of Part 2 of Schedule 3 (Insurance Policies) within
14 days of the date of Term Loan Collateral Discharge Date or any Deed of Accession by which it
became party to this Deed after the Term Loan Collateral Discharge Date or, if later, the date of
entry into that Primary Contract (as appropriate).






	12.	 	WHEN SECURITY BECOMES ENFORCEABLE
	 
	12.1	 	Timing






This Security will become immediately enforceable if an Event of Default is continuing.




	12.2	 	Enforcement






After this Security has become enforceable, the Collateral Agent may in its absolute discretion
enforce all or any part of this Security in any manner it sees fit or as the Required Lenders
direct.




	13.	 	ENFORCEMENT OF SECURITY
	 
	13.1	 	General






	 	(a)	 	The power of sale and any other power conferred on a mortgagee by law (including under section
101 of the Act) as varied or amended by this Deed will be immediately exercisable at any time after
this Security has become enforceable.




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	 	(b)	 	For the purposes of all powers implied by law, the Secured Obligations are deemed to have
become due and payable on the date of this Deed.
	 
	 	(c)	 	Any restriction imposed by law on the power of sale (including under section 103 of the Act) or
the right of a mortgagee to consolidate mortgages (including under section 93 of the Act) does not
apply to this Security.
	 
	 	(d)	 	Any powers of leasing conferred on the Collateral Agent by law are extended so as to authorise
the Collateral Agent to lease, make agreements for leases, accept surrenders of leases and grant
options as the Collateral Agent may think fit and without the need to comply with any restrictions
conferred by law (including under section 99 or 100 of the Act).






	13.2	 	No liability as mortgagee in possession






Neither the Collateral Agent nor any Receiver will be liable, by reason of entering into possession
of a Security Asset:




	 	(a)	 	to account as mortgagee in possession or for any loss on realisation; or
	 
	 	(b)	 	for any default or omission for which a mortgagee in possession might be liable.






	13.3	 	Privileges






Each Receiver and the Collateral Agent is entitled to all the rights, powers, privileges and
immunities conferred by law (including the Act) on mortgagees and receivers duly appointed under
any law (including the Act).




	13.4	 	Protection of third parties






No person (including a purchaser) dealing with the Collateral Agent or a Receiver or its or his
agents will be concerned to enquire:




	 	(a)	 	whether the Secured Obligations have become payable;
	 
	 	(b)	 	whether any power which the Collateral Agent or a Receiver is purporting to exercise has become
exercisable or is being properly exercised;
	 
	 	(c)	 	whether any money remains due under the Loan Documents; or
	 
	 	(d)	 	how any money paid to the Collateral Agent or to that Receiver is to be applied.






	13.5	 	Redemption of prior mortgages






	 	(a)	 	At any time after this Security has become enforceable, the Collateral Agent may:






	 	(i)	 	redeem any prior Security Interest against any Security Asset; and/or
	 
	 	(ii)	 	procure the transfer of that Security Interest to itself; and/or
	 
	 	(iii)	 	settle and pass the accounts of the prior mortgagee, chargee or encumbrancer; any accounts so
settled and passed will be, in the absence of manifest error, conclusive and binding on each
Chargor.




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	 	(b)	 	Each Chargor must pay to the Collateral Agent, immediately on demand, the costs and expenses
incurred by the Collateral Agent in connection with any such redemption and/or transfer, including
the payment of any principal or interest.






	13.6	 	Contingencies






If this Security is enforced at a time when no amount is due under the Loan Documents but at a time
when amounts may or will become due, the Collateral Agent (or the Receiver) may pay the proceeds of
any recoveries effected by it into such number of suspense accounts as it considers appropriate.




	14.	 	ADMINISTRATOR
	 
	14.1	 	Appointment of Administrator






	 	(a)	 	Subject to the Insolvency Act 1986, at any time and from time to time after this Security
becomes enforceable in accordance with Clause 12.1, or if any Chargor so requests the Collateral
Agent in writing from time to time, the Collateral Agent may appoint any one or more qualified
persons to be an Administrator of that Chargor, to act together or independently of the other or
others appointed (to the extent applicable).
	 
	 	(b)	 	Any such appointment may be made pursuant to an application to court under paragraph 12 of
Schedule B1 of the Insolvency Act 1986 (Administration application) or by filing specified
documents with the court under paragraphs 14 – 21 of Schedule Bl of the Insolvency Act 1986
(Appointment of administrator by holder of floating charge).
	 
	 	(c)	 	In this clause qualified person means a person who, under the Insolvency Act 1986, is qualified
to act as an Administrator of any company with respect to which he is appointed.






	15.	 	RECEIVER
	 
	15.1	 	Appointment of Receiver






	 	(a)	 	Except as provided below, the Collateral Agent may appoint any one or more persons to be a
Receiver of all or any part of the Security Assets if:






	 	(i)	 	this Security has become enforceable; or
	 
	 	(ii)	 	a Chargor so requests the Collateral Agent in writing at any time.






	 	(b)	 	Any appointment under paragraph (a) above may be by deed, under seal or in writing under its
hand.
	 
	 	(c)	 	Except as provided below, any restriction imposed by law on the right of a mortgagee to appoint
a Receiver (including under section 109(1) of the Act) does not apply to this Deed.
	 
	 	(d)	 	The Collateral Agent is not entitled to appoint a Receiver solely as a result of the obtaining
of a moratorium (or anything done with a view to obtaining a moratorium) under the Insolvency Act
2000 except with the leave of the court.




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	 	(e)	 	The Collateral Agent may not appoint an administrative receiver (as defined in section 29(2) of
the Insolvency Act 1986) over the Security Assets if the Collateral Agent is prohibited from so
doing by section 72A of the Insolvency Act 1986 and no exception to the prohibition on appointing
an administrative receiver applies.






	15.2	 	Removal






The Collateral Agent may by writing under its hand (subject to any requirement for an order of the
court in the case of an administrative receiver) remove any Receiver appointed by it and may,
whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may
for any reason have terminated.




	15.3	 	Remuneration






The Collateral Agent may fix the remuneration of any Receiver appointed by it and any maximum rate
imposed by any law (including under section 109(6) of the Act) will not apply.




	15.4	 	Agent of each Chargor






	 	(a)	 	A Receiver will be deemed to be the agent of the relevant Chargor for all purposes and
accordingly will be deemed to be in the same position as a Receiver duly appointed by a mortgagee
under the Act. The relevant Chargor is solely responsible for the contracts, engagements, acts,
omissions, defaults and losses of a Receiver and for liabilities incurred by a Receiver.
	 
	 	(b)	 	No Secured Party will incur any liability (either to a Chargor or to any other person) by
reason of the appointment of a Receiver or for any other reason.






	15.5	 	Relationship with Collateral Agent






To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either
expressly or impliedly) or by law on a Receiver may after this Security becomes enforceable be
exercised by the Collateral Agent in relation to any Security Asset without first appointing a
Receiver or notwithstanding the appointment of a Receiver.




	16.	 	POWERS OF RECEIVER
	 
	16.1	 	General






	 	(a)	 	A Receiver has all the rights, powers and discretions set out below in this Clause in addition
to those conferred on it by any law. This includes:






	 	(i)	 	in the case of an administrative receiver, all the rights, powers and discretions conferred on
an administrative receiver under the Insolvency Act 1986; and
	 
	 	(ii)	 	otherwise, all the rights, powers and discretions conferred on a receiver (or a receiver and
manager) under the Act and the Insolvency Act 1986.






	 	(b)	 	If there is more than one Receiver holding office at the same time; each Receiver may (unless
the document appointing him states otherwise) exercise all the




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powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.




	16.2	 	Possession






A Receiver may take immediate possession of, get in and collect any Security Asset.




	16.3	 	Carry on business






A Receiver may carry on any business of any Chargor in any manner he thinks fit.




	16.4	 	Employees






	 	(a)	 	A Receiver may appoint and discharge managers, officers, agents, accountants, servants, workmen
and others for the purposes of this Deed upon such terms as to remuneration or otherwise as he
thinks fit.
	 
	 	(b)	 	A Receiver may discharge any person appointed by any Chargor.






	16.5	 	Borrow money






A Receiver may raise and borrow money either unsecured or on the security of any Security Asset
either in priority to this Security or otherwise and generally on any terms and for whatever
purpose which he thinks fit.




	16.6	 	Sale of assets






	 	(a)	 	A Receiver may sell, exchange, convert into money and realise any Security Asset by public
auction or private contract and generally in any manner and on any terms which he thinks fit.
	 
	 	(b)	 	The consideration for any such transaction may consist of cash, debentures or other
obligations, shares, stock or other valuable consideration and any such consideration may be
payable in a lump sum or by instalments spread over any period which he thinks fit.
	 
	 	(c)	 	Fixtures may be severed and sold separately from the property containing them without the
consent of the relevant Chargor.






	16.7	 	Leases






A Receiver may let any Security Asset for any term and at any rent (with or without a premium)
which he thinks fit and may accept a surrender of any lease or tenancy of any Security Asset on any
terms which he thinks fit (including the payment of money to a lessee or tenant on a surrender).




	16.8	 	Compromise






A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account,
dispute, question or demand with or by any person who is or claims to be a creditor of any Chargor
or relating in any way to any Security Asset.



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	16.9	 	Legal actions






A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in
relation to any Security Asset which he thinks fit.




	16.10	 	Receipts






A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be
proper or desirable for realising any Security Asset.




	16.11	 	Subsidiaries






A Receiver may form a Subsidiary of any Chargor and transfer to that Subsidiary any Security Asset.




	16.12	 	Delegation






A Receiver may delegate his powers in accordance with this Deed.




	16.13	 	Lending






A Receiver may lend money or advance credit to any customer of any Chargor.




	16.14	 	Protection of assets






A Receiver may:




	 	(a)	 	effect any repair or insurance and do any other act which any Chargor might do in the ordinary
conduct of its business to protect or improve any Security Asset;
	 
	 	(b)	 	commence and/or complete any building operation; and
	 
	 	(c)	 	apply for and maintain any planning permission, building regulation approval or any other
authorisation,
	 
	 	(d)	 	in each case as he thinks fit.






	16.15	 	Other powers






A Receiver may:




	 	(a)	 	do all other acts and things which he may consider desirable or necessary for realising any
Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on
a Receiver under or by virtue of this Deed or by law;
	 
	 	(b)	 	exercise in relation to any Security Asset all the powers, authorities and things which he
would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and
	 
	 	(c)	 	use the name of any Chargor for any of the above purposes.




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	17.	 	APPLICATION OF PROCEEDS






	 	(a)	 	All moneys from time to time received or recovered by the Collateral Agent or any Receiver in
connection with the realisation or enforcement of all or any part of the Security shall be held by
the Collateral Agent on trust for the Secured Parties from time to time in accordance with the
provisions of the Security Trust Deed to apply them at such times as the Collateral Agent sees fit,
to the extent permitted by applicable law (subject to the provisions of this Clause), in accordance
with the terms of the Loan Documents.
	 
	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any shortfall from a
Loan Party.






	18.	 	TAXES, EXPENSES AND INDEMNITY






	 	(a)	 	Each Chargor must immediately on demand pay, or on an indemnity basis reimburse, any and all
amounts for which it is liable under Sections 2.06, 2.15, 2.16, 2.22, 7.10, 11.03 and 11.18 of the
Credit Agreement.
	 
	 	(b)	 	Any amount due but unpaid shall carry interest from the date of such demand until so reimbursed
at the rate and on the basis mentioned in Clause 23.2 (Interest).
	 
	 	(c)	 	The Chargors shall pay and within three Business Days of demand, indemnify each Secured Party
against any cost, liability or loss that Secured Party incurs in relation to all stamp,
registration, notarial and other Taxes or fees to which this Deed, the Transaction Security or any
judgment given in connection with them, is or at any time may be subject.






	19.	 	DELEGATION
	 
	19.1	 	Power of Attorney






The Collateral Agent or any Receiver may delegate by power of attorney or in any other manner to
any person any right, power or discretion exercisable by it under this Deed.




	19.2	 	Terms






Any such delegation may be made upon any terms (including power to sub-delegate) which the
Collateral Agent or any Receiver may think fit.




	19.3	 	Liability






Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to any
Chargor for any loss or liability arising from any act, default, omission or misconduct on the part
of any Delegate.




	20.	 	FURTHER ASSURANCES






Each Chargor must, at its own expense, take whatever action the Collateral Agent or a Receiver may,
acting reasonably, require for:




	 	(a)	 	creating, perfecting or protecting any security intended to be created by or pursuant to
this Deed (including procuring that any third party create a Security




34









 












Interest in favour of the Collateral Agent over any Security Asset to which it holds the legal
title as trustee, nominee or agent);




	 	(b)	 	facilitating the realisation of any Security Asset;
	 
	 	(c)	 	facilitating the exercise of any right, power or discretion exercisable by the Collateral Agent
or any Receiver in respect of any Security Asset; or
	 
	 	(d)	 	creating and perfecting security in favour of the Collateral Agent (equivalent to the security
intended to be created by this Deed) over any assets of any Chargor located in any jurisdiction
outside England and Wales.






This includes;




	 	(i)	 	the re-execution of this Deed;
	 
	 	(ii)	 	the execution of any legal mortgage, charge, transfer, conveyance, assignment or assurance of
any property, whether to the Collateral Agent or to its nominee; and
	 
	 	(iii)	 	the giving of any notice, order or direction and the making
of any filing or registration,






which, in any such case, the Collateral Agent may think expedient.




	21.	 	POWER OF ATTORNEY






Each Chargor, by way of security, irrevocably and severally appoints the Collateral Agent and each
Receiver to be its attorney to take any action which that Chargor is obliged to take under this
Deed. Each Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.




	22.	 	PRESERVATION OF SECURITY
	 
	22.1	 	Continuing security






This Security is a continuing security and will extend to the ultimate balance of the Secured
Obligations, regardless of any intermediate payment or discharge in whole or in part.




	22.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of any Loan Party or any security for
those obligations or otherwise) or arrangement is made in whole or in
part on the faith of any
payment, security or other disposition which is avoided or must be restored on insolvency,
liquidation, administration or otherwise without limitation, the liability of each Chargor under
this Deed will continue or be reinstated as if the discharge or arrangement had not occurred.
	 
	 	(b)	 	Each Secured Party may concede or compromise any claim that any payment, security or other
disposition is liable to avoidance or restoration.




35









 












	22.3	 	Waiver of defences






The obligations of each Chargor under this Deed will not be affected by any act, omission or thing
which, but for this provision, would reduce, release or prejudice any of its obligations under this
Deed (whether or not known to it or any Secured Party). This includes:




	 	(a)	 	any time or waiver granted to, or composition with, any person;
	 
	 	(b)	 	any release of any person under the terms of any composition or arrangement:
	 
	 	(c)	 	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to
perfect, take up or enforce, any rights against, or security over assets of, any person;
	 
	 	(d)	 	any non-presentation or non-observance of any formality or other requirement in respect of any
instrument or any failure to realise the full value of any security;
	 
	 	(e)	 	any incapacity lack of power, authority or legal personality of or dissolution or change in the
members or status of any person;
	 
	 	(f)	 	any amendment (however fundamental) of a Loan Document or any other document or security; or
	 
	 	(g)	 	any unenforceability, illegality, invalidity or non-provability of any obligation of any person
under any Loan Document or any other document or security or the failure by any member of the Group
to enter into or be bound by any Loan Document.






	22.4	 	Immediate recourse






Each Chargor waives any right it may have of first requiring any Secured Party (or any trustee or
agent on its behalf) to proceed against or enforce any other right or security or claim payment
from any person or file any proof or claim in any insolvency, administration, winding-up or
liquidation proceedings relative to any other Loan Party or any other person before claiming from
that Chargor under this Deed.




	22.5	 	Appropriations






Until all amounts which may be or become payable by the Loan Parties under the Loan Documents have
been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may
without affecting the liability of any Chargor under this Deed:




	 	(a)	 	refrain from applying or enforcing any other moneys, security or rights held or received by
that Secured Party (or any trustee or agent on its behalf) against those amounts; or
	 
	 	(b)	 	apply and enforce them in such manner and order as it sees fit (whether against those amounts
or otherwise; and
	 
	 	(c)	 	hold in an interest-bearing suspense account any moneys received from any Chargor or on account
of that Chargor’s liability under this Deed.




36









 












	22.6	 	Non-competition






Unless:




	 	(a)	 	all amounts which may be or become payable by the Loan Parties under the Loan Documents have
been irrevocably paid in full; or
	 
	 	(b)	 	the Collateral Agent otherwise directs,






no Chargor will, after a claim has been made or by virtue of any payment or performance by it under
this Deed:




	 	(i)	 	be subrogated to any rights, security or moneys held, received or receivable by any Secured
Party (or any trustee or agent on its behalf);
	 
	 	(ii)	 	be entitled to any right of contribution or indemnity in respect of any payment made or moneys
received on account of that Chargor’s liability under this Clause;
	 
	 	(iii)	 	claim, rank, prove or vote as a creditor of any Loan Party or its estate in competition with
any Secured Party (or any trustee or agent on its behalf); or
	 
	 	(iv)	 	receive, claim or have the benefit of any payment, distribution or security from or on account
of any Loan Party, or exercise any right of set-off as against any Loan Party.






Each Chargor must hold in trust for and must immediately pay or transfer to the Collateral Agent
for the Secured Parties any payment or distribution or benefit of security received by it contrary
to this Clause or in accordance with any directions given by the Collateral Agent under this
Clause.




	22.7	 	Additional security






	 	(a)	 	This Deed is in addition to and is not in any way prejudiced by any other security now or
subsequently held by any Secured Party;
	 
	 	(b)	 	No prior security held by any Secured Party (in its capacity as such or otherwise) over any
Security Asset will merge into this Security.






	22.8	 	Delivery of documents






To the extent any Chargor is required hereunder to deliver any deed, certificate, document of title
or other document relating to the Security to the Collateral Agent for purposes of possession or
control and is unable to do so as a result of having previously delivered such to the Term Loan
Collateral Agent in accordance with the terms of the Term Loan Documents, such Chargor’s
obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to
the Term Loan Collateral Agent.




	22.9	 	Security held by Chargor






No Chargor may, without the prior consent of the Collateral Agent, hold any security from any other
Loan Party in respect of that Chargor’s liability under this Deed. Each Chargor will hold any
security held by it in breach of this provision on trust for the Collateral Agent.



37









 






	23.	 	MISCELLANEOUS
	 
	23.1	 	Covenant to pay






Each Chargor must pay or discharge the Secured Obligations in the manner provided for in the Loan Documents.




	23.2	 	Interest






If a Chargor fails to pay any sums on the due date for payment of that sum the Chargor shall pay
interest on such sum (before and after any judgment and to the extent interest at a default rate is
not otherwise being paid on that sum) from the date of demand until the date of payment calculated
and compounded in accordance with the provisions of Section 2.06(f) of the Credit Agreement.




	23.3	 	Tacking






Each Lender must perform its obligations under the Credit Agreement (including any obligation to
make available further advances).




	23.4	 	New Accounts






	 	(a)	 	If any subsequent charge or other interest affects any Security Asset, any Secured Party may
open a new account with any Loan Party.
	 
	 	(b)	 	If a Secured Party does not open a new account, it will nevertheless be treated as if it had
done so at the time when it received or was deemed to have received notice of that charge or other
interest.
	 
	 	(c)	 	As from that time all payments made to that Secured Party will be credited or be treated as
having been credited to the new account and will not operate to reduce any Secured Liability.






	23.5	 	Time deposits






Without prejudice to any right of set-off any Secured Party may have under any Loan Document or
otherwise, if any time deposit matures on any account a Chargor has with any Secured Party within
the Security Period when:




	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Liability is due and payable,






that time deposit will automatically be renewed for any further maturity which that Secured Party
in its absolute discretion considers appropriate unless that Secured Party otherwise agrees in
writing.




	23.6	 	Notice of assignment






This Deed constitutes notice in writing to each Chargor of any charge or assignment of a debt owed
by that Chargor to any other member of the Group and contained in any Loan Document.



38









 






	23.7	 	Perpetuity period






The perpetuity period for the trusts in this Deed is 80 years.




	23.8	 	Financial Collateral






	 	(a)	 	To the extent that the assets mortgaged or charged under this Deed constitute “financial
collateral” and this Deed and the obligations of the Chargors under this Deed constitute a
“security financial collateral arrangement” (in each case for the purpose of and as defined in the
Financial Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226)) the Collateral Agent
shall have the right after this Security has become enforceable to appropriate all or any part of
that financial collateral in or towards the satisfaction of the Secured Obligations.
	 
	 	(b)	 	For the purpose of paragraph (a) above, the value of the financial collateral appropriated
shall be such amount as the Collateral Agent reasonable determines having taken into account advice
obtained by it from an independent investment or accountancy firm of national standing selected by
it.






	24.	 	LOAN PARTIES






	 	(a)	 	All communications under this Deed to or from a Secured Party must be sent through the
Collateral Agent or Funding Agent.
	 
	 	(b)	 	Each Loan Party that is a Party to this Deed irrevocably appoints Novelis Europe to act as its
agent;






	 	(i)	 	to give and receive all communications under the Security Documents or this Deed;
	 
	 	(ii)	 	to supply all information concerning itself to any Secured Party; and
	 
	 	(iii)	 	to agree and sign all documents under or in connection with this Deed without further
reference to any Loan Party; this includes any amendment or waiver of this Deed which would
otherwise have required the consent of the Loan Parties.






	 	(c)	 	Novelis Europe hereby accepts the appointment under Clause 24(b)
	 
	 	(d)	 	Any communication given to Novelis Europe in connection with this Deed will be deemed to have
been given also to the other Loan Parties that are Party to this Deed.
	 
	 	(e)	 	The Collateral Agent may assume that any communication made by Novelis Europe is made with the
consent of each Loan Party that is Party to this Deed.






	25.	 	RELEASE






At the end of the Security Period (or as required by the Loan Documents), the Collateral Agent
must, at the request and cost of the Novelis Europe, take whatever action is reasonably necessary
to release the relevant Security Assets from this Security, provided that to the extent that any
Security Interests granted by any Chargor over the Revolving Credit Priority Collateral is released
under this Clause, that Chargor shall take whatever action is required under the Term Loan Security
Agreement, including serving any notice thereunder.



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	26.	 	COUNTERPARTS






This
Deed may be executed in any number of counterparts and all of those counterparts taken
together shall be deemed to constitute one and the same instrument.




	27.	 	NOTICES
	 
	27.1	 	Communications in Writing






Each communication to be made under or in connection with this Deed shall be made in writing and,
unless otherwise stated, shall be made by fax or letter.




	27.2	 	Addresses






	 	(a)	 	Any notice or other communication herein required or permitted to be given to a party to this
Deed shall be sent to the relevant party’s address set out in Clause 27.2(b) below or as set forth
in the Credit Agreement or any substitute address, fax number or department or officer as the
relevant party may notify to the Collateral Agent (or the Collateral Agent may notify to the other
parties, if a change is made by the Collateral Agent) by not less than five business days’ notice.
	 
	 	(b)	 	For the purposes of Clause 27.2(a) above, the address of each
Chargor shall be:


Novelis Europe Holdings Limited

Castle Works

Rogerstone

Newport

NP10 9YD

Attention: David Sneddon, CFO.


with a copy to


Novelis Inc

3399 Peachtree Road NE, Suite 1500

Atlanta GA 30326

USA

Attention; Orville Lunking, Treasurer.






	27.3	 	Delivery






	 	(a)	 	Any communication or document made or delivered by one person to another under or in connection
with this Deed will only be effective:






	 	(i)	 	if by way of fax, when received in legible form; or
	 
	 	(ii)	 	if by way of letter, when it has been left at the relevant address or, as the case may be,
five days after being deposited in the post postage prepaid in an envelope addressed to it at that
address.






	 	(b)	 	Any communication or document to be made or delivered to the Collateral Agent under or in
connection with this Deed shall be effective only when actually received by the Collateral Agent
and then only if it is expressly marked for the attention of the department or officer identified
with the Collateral




40









 












Agent’s communication details (or any substitute department or officer as the Collateral Agent
shall specify for this purpose).




	27.4	 	Notification of address and fax number






Promptly upon receipt of notification of an address and fax number or change of address or fax
number pursuant to Clause 27.2 (Addresses) or changing its own address or fax number, the
Collateral Agent shall notify the other parties.




	27.5	 	English language






	 	(a)	 	Any notice given under or in connection with this Deed must be in English.
	 
	 	(b)	 	All other documents provided under or in connection with this Deed must be:






	 	(i)	 	in English; or
	 
	 	(ii)	 	if not in English, and if so required by the Collateral Agent, accompanied by a certified
English translation and, in this case, the English translation will prevail unless the document is
a constitutional, statutory or other official document.






	28.	 	GOVERNING LAW






This Deed is governed by English law.




	29.	 	ENFORCEMENT
	 
	29.1	 	Jurisdiction






	 	(a)	 	The English courts have exclusive jurisdiction to settle any dispute in connection with this
Deed, save that the Collateral Agent (and only the Collateral Agent) has the right to have any
dispute settled by the New York courts, in which case the New York courts have exclusive
jurisdiction in respect of that dispute, and any proceedings before the English courts in respect
of that dispute shall be stayed with immediate effect.
	 
	 	(b)	 	The English courts are the most appropriate and convenient courts to settle any such dispute in
connection with this Agreement, save that, if the Collateral Agent invokes the jurisdiction of the
New York courts in respect of any dispute, the New York courts are the most appropriate and
convenient courts to settle such dispute, even if the jurisdiction of the English Courts has
already been seised. Each Chargor agrees not to argue to the contrary and waives objection to the
provisions of this clause on the grounds of inconvenient forum or otherwise in relation to
proceedings in connection with this Deed.
	 
	 	(c)	 	This Clause is for the benefit of the Secured Parties only. To the extent allowed by law, a
Secured Party may take:






	 	(i)	 	proceedings in any other court; and
	 
	 	(ii)	 	concurrent proceedings in any number of jurisdictions.






	 	(d)	 	References in this Clause to a dispute in connection with this Deed include any dispute as to
the existence, validity or termination of this Deed.




41









 












	29.2	 	Waiver of immunity






	 	(a)	 	Each Chargor irrevocably and unconditionally:
	 
	 	(b)	 	agrees not to claim any immunity from proceedings brought by a Secured Party against it in
relation to this Deed and to ensure that no such claim is made on its behalf;
	 
	 	(c)	 	consents generally to the giving of any relief or the issue of any process in connection with
those proceedings; and
	 
	 	(d)	 	waives all rights of immunity in respect of it or its assets.






This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.




42











 





SCHEDULE 1




SECURITY ASSETS




PART 1




REAL PROPERTY




A. Original Property




	 	 	 	 	 
	Legal Owner	 	Title No.	 	Description
	Novelis UK Ltd

	 	WA915530
	 	Rogerstone Works, Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd

	 	CYM94747
	 	Land at Rogerstone Works (Triangle)
	 
	 	 	 	 
	Novelis UK Ltd

	 	CYM94951
	 	Land at Tregwilym Road, Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd

	 	CYM94762
	 	115, 117, 1198, 121 Tregwilym Road, Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd

	 	WA989793
	 	127 Tregwilym Road, Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd

	 	WA989794
	 	The Cottage, Fieldsview, Tregwilym Road Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd	 	1, 2, 3 and 4 John’s Lane, Rogerstone, conveyed to the
Northern Aluminium Company Limited pursuant to (i) (in
relation to 1, 2 and 4 John’s Lane, Rogerstone) a
conveyance dated 2nd May, 1957 made between Northern
Aluminium Company Limited and Josiah Williams and (ii) (in
relation to 3 John’s Lane, Rogerstone) a conveyance dated
16th May, 1957 made between Northern Aluminium Company
Limited and Idris Whatley.
	 
	 	 	 	 
	Novelis UK Ltd

	 	CH449717
	 	Latchford Works, Thelwall Lane, Warrington
	 
	 	 	 	 
	Novelis UK Ltd

	 	CH492388
	 	Land lying to the north west of Thelwall
Lane, Warrington
	 
	 	 	 	 
	Novelis UK Ltd

	 	CH469667
	 	Land on the north side of Thelwall Lane,
Latchford
	 
	 	 	 	 
	Novelis UK Ltd

	 	CH469669
	 	Land and buildings lying to the north of
Thelwall Lane, Warrington
	 
	 	 	 	 
	Novelis UK Ltd	 	Such of the land conveyed by the following conveyances
which remains in the ownership of the Novelis UK Ltd at the
date hereof, subject to, but with the benefit of the leases
dated 1 July 2001 and 10 December 2002 made between Novelis
UK Ltd (in its then name Lawson Marden Star Limited) and
Bridgenorth Aluminium Limited
	 
	 	 	 	 
	 	 	(i) conveyance dated 24 February 1955 and made between
Edgar Clifford Marsland (1) and Star Aluminium Company
Limited (2);


(ii) conveyance dated 25 February 1955 and made between
James Alfred Wright (1) and Star Aluminium Company Limited
(2); and
	 
	 	 	 	 
	 	 	(iii) conveyance dated 25 February 1955 and made between
Thomas Corbett Rochelle and Jessie Vera Rochelle (1) and
Star Aluminium Company Limited






43









 






	 	 	 	 	 
	Legal Owner	 	Title No.	 	Description
	 

	 	(2);	 	 
	 
	 	 	 	 
	 	 	(iv) conveyance dated 25 September 1955 and made between
Thomas Corbette Rochelle and Jessie Vera Rochelle (1) and Star
Aluminium Company Limited (2).
	 
	 	 	 	 
	 	 	For the avoidance of doubt this property does not include the
land the subject of the transfer 10 December 2002 made between
Novelis UK Ltd (in its then name Lawson Marden Star Limited)
and Bridgenorth Aluminium Limited title to which freehold is
registered under title number SL 150811






B. Excluded Real Property




	 	 	 	 	 	 	 
	Legal Owner	 	Title No.	 	Description	 	Term
	A
Banbury
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis UK Ltd

	 	Unregistered title
	 	Leasehold property known as
Fifth Floor, Beaumont House,
Southam, Road, Banbury,
Oxfordshire as demised by a
Lease dated 8 August 2003 made
between Beryland Limited (1)
and British Alcan Aluminium Plc
(2)
	 	31 July 2003
and expiring on
30 July 2013
	 
	 	 	 	 	 	 
	B Latchford
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis UK Ltd

	 	CH469668
	 	Leasehold property known as
land on the north side of
Thelwall Lane, Warrington
	 	29th April, 1991
to 29th April
2021
	 
	 	 	 	 	 	 
	C West Bromwich
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis UK Ltd

	 	N/A
	 	Leasehold premises at Golds
Hill, Hill Top, West Bromwich,
Shropshire as demised by a
lease dated 14 December 1973
made between Murphy Brothers
Ltd and High Star Limited more
commonly known as Unit 1D
Hilltop Industrial Estate
	 	1st November 1973
to 1 November 2008
	 
	 	 	 	 	 	 
	D Bilston
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis UK Ltd

	 	N/A
	 	Leasehold premises at Unit 13,

Imex Business Centre, Dudley

Road, Bilston
	 	8th December 2005
to 8th December
2008
	 
	 	 	 	 	 	 
	E. Bridgenorth
	 	 	 	 	 	 






44









 






	 	 	 	 	 	 	 
	Legal Owner	 	Title No.	 	Description	 	Term
	Novelis UK Ltd

	 	SL66977
	 	Freehold land on the south
side of the Bridgenorth bypass
	 	N/A






PART 2 


CHARGED SHARES





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of	 	 	 	 
	 	 	Name of	 	nominee (if any)	 	 	 	 
	 	 	Charged	 	by whom shares	 	Class of shares	 	 	Number of
	Chargor	 	Company	 	are held	 	held	 	 	shares held
	 
	 	 	 	 	 	 	 	 	 	 
	Novelis Europe 

Holdings 

Limited

	 	Novelis UK Ltd
	 	 	 	Ordinary
	 	 	70,976,500	 
	 
	 	 	 	 	 	 	 	 	 	 
	Novelis UK Ltd

	 	Novelis

Automotive UK

Ltd
	 	 	 	Ordinary
	 	 	20,000	 






PART 3




SPECIFIC PLANT AND MACHINERY




	 	 	 
	Chargor

	 	Description






PART 4




SECURITY CONTRACTS





A. Primary Contracts





	 	 	 
	 	 	 
	Chargor	 	Description
	Novelis UK Ltd

	 	Intercompany
term promissory note
issued to Novelis
Deutschland GmbH
	 
	 	 
	Novelis UK Ltd

	 	Intercompany
term promissory note
issued to Novelis
Luxembourg Participations SA
	 
	 	 
	Novelis UK Ltd

	 	Cash management agreement
dated 1 February 2007
between, inter alios, Novelis
AG and Novelis UK Ltd






45









 






	 	 	 
	Novelis Europe Holdings
Limited

	 	Cash management agreement dated 1
February 2007 between, inter
alios, Novelis AG and Novelis
Europe Holdings Limited
	 
	 	 
	Novelis UK Ltd

	 	ACMS agreement dated 15 January
2007 between, inter alios,
Commerzbank AG, Novelis AG and
Novelis UK Ltd
	 
	 	 
	B. Secondary Contracts
	 	 






PART 5




SPECIFIC INTELLECTUAL PROPERTY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Owner	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Named on	 	 	 	 	 	Registration	 	 	 	 	 	Expiry
	Trademark	 	Register	 	Class	 	No	 	CTM	 	Filing Date	 	Date
	ALI CAN & DEVICE

	 	Alcan
Aluminium 

UK
Limited
	 	16, 39, 40,
41
	 	 	2215385	 	 	X
	 	26 Nov 1999
	 	26 Nov 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ALI-CAN & DEVICE
(Series of 3)

	 	Alcan Aluminium

UK Limited
	 	 	39	 	 	 	1521958	 	 	X
	 	22 Dec 1992
	 	22 Dec 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ALLIGATOR DEVICE

	 	Alcan Aluminium

UK Limited
	 	 	39	 	 	 	1551249	 	 	X
	 	20 Oct 1993
	 	20 Oct 2010
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	THINKCANS & DEVICE

	 	Novelis UK Ltd

(Latchford)
	 	 	35	 	 	 	2392058	 	 	X
	 	16 May 2005
	 	16 May 2015






PART 6




SECURITY ACCOUNTS




	 	 	 	 	 
	Account Bank	 	Security Account number(s)	 	Security Account name
	HSBC Bank plc

	 	51050176 (Bridgnorth — GBP)
	 	Novelis UK Ltd
	City of London Corporate
Office
	 	 	 	 






46









 






	 	 	 	 	 
	Account Bank	 	Security Account number(s)	 	Security Account name
	Canary Wharf
	 	 	 	 
	London
	 	 	 	 
	E14 5HQ
	 	 	 	 
	Sort Code: 40-02-50
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Novelis UK Ltd
	 

	 	51269313 (Rogerstone — GBP)	 	 
	 
	 	 	 	 
	 

	 	 	 	Novelis Europe
	 
	 	 	 	 
	 

	 	1272284
	 	Holdings Limited
	 
	 	 	 	 
	HSBC Bank plc

	 	36650238 (Bridgnorth — CAD)
	 	Novelis UK Ltd.
	City of London Corporate

	 	59081939 (Rogerstone — CAD)	 	 
	Office

	 	57166067 (Bridgnorth EUR)	 	 
	Canary Wharf

	 	59081947 (Rogerstone EUR)	 	 
	London

	 	57478406 (Bridgnorth CHF)	 	 
	El4 5HQ

	 	67178848 (Rogerstone CHF)	 	 
	Sort Code: 40-05-15

	 	57478371 (Bridgnorth SEK)	 	 
	 

	 	59081971 (Rogerstone SEK)	 	 
	 

	 	59081963 (Rogerstone DKK)	 	 
	 

	 	36658094 (Bridgnorth USD)	 	 
	 

	 	59081955 (Rogerstone USD)	 	 
	 
	 	 	 	 
	 

	 	 	 	Novelis Europe
	 
	 	 	 	 
	 

	 	59241725 (EUR)
	 	Holdings Limited
	 

	 	59241733 (USD)	 	 
	 
	 	 	 	 
	Commerzbank AG,

	 	 	 	Novelis UK Ltd.
	London Branch
	 	 	 	 
	60 Gracechurch Street

	 	30119391 (Rogerstone EUR)	 	 
	London EC3V 0HR

	 	30119392 (Bridgnorth EUR)	 	 
	Sort Code: 40-62-01
	 	 	 	 







47












 





SCHEDULE 2




FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK





			
	To:	 	[Account Bank]





Copy: [Collateral Agent]




[Date]




Dear Sirs,



Security agreement dated [     ] between [     ] and others
and [     ] (the Security Agreement)



This letter constitutes notice to you that under the Security Agreement [Chargor] (the Chargor) has
charged (by way of a fixed charge) in favour of [•] as agent and trustee for the Secured Parties
referred to in the Security Agreement (the Collateral Agent) as first priority chargee all of its
rights in respect of any amount standing to the credit of any account maintained by it with you at
any of your branches (the Security Accounts) and the debts represented by the Security Accounts.



We irrevocably instruct and authorise you to:





	 	(a)	 	disclose to the Collateral Agent any information relating to any Security
Account requested from you by the Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Collateral Agent issued from time
to time; and
	 
	 	(e)	 	pay all sums received by you for the account of the Chargor to the credit of
each Security Account of the Chargor with you.




We are not permitted to withdraw any amount from any Security Account without the prior written
consent of the Collateral Agent.



We acknowledge that you may comply with the instructions in this letter without any further
permission from us or any Chargor and without any enquiry by you as to the justification for or
validity of any request, notice or instruction.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Collateral Agent.



This letter is governed by English law.




48









 








Please send to the Collateral Agent at [•] with a copy to ourselves the attached acknowledgement
confirming your agreement to the above and giving the further undertakings set out in the
acknowledgement.




Yours faithfully,




	 	 	 
	 

(Authorised signatory)

	 	 






For [Chargor]




49









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK





			
	To:	 	[Collateral Agent]





Copy: [Novelis Europe Holdings Limited]




[Date]




Dear Sirs,



Security agreement dated [      ] between [      ] and others
and [      ] (the Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice dated [•] of a charge upon the terms
of the Security Agreement over all the rights of the Chargor to any amount standing to the credit
of any of its accounts with us at any of our branches (the Security Accounts).




We confirm that we:





	 	(a)	 	accept the instructions contained in the notice and agree to comply with the
notice;
	 
	 	(b)	 	have not received notice of any outstanding interest of any third party in any
Security Account;
	 
	 	(c)	 	hereby irrevocably and unconditionally waive our rights in respect of and agree
not to make any set-off or deduction from the Security Accounts or invoke any
right of retention in relation to the Security Accounts, other than in relation to
our customary agreed charges or fees payable in connection with the operation
or maintenance of the Security Accounts in the ordinary course of business;
	 
	 	(d)	 	will disclose to you any information relating to any Security Account requested
from us by you;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to any
Security Account received by us from you;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account to your order
unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account in
accordance with your written instructions issued from time to time unless
otherwise required by law; and
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account without
your prior written consent or unless otherwise required by law; and
	 
	 	(i)	 	will pay all sums received by us for the account of the Chargor to a Security
Account of the Chargor with us unless otherwise required by law or instructed by you.




50









 










Nothing contained in any of our arrangements with you shall commit us to providing any facilities
or making advances available to the Chargor.



This letter is governed by English law.



Yours faithfully,




	 	 	 
	 

(Authorised signatory) [Account Bank]

	 	 






51









 






PART 3




LETTER FOR OPERATION OF SECURITY ACCOUNTS





			
	To:	 	[Account Bank]





[DATE]



Dear Sirs,



Security agreement dated [      ] between [      ] and others
and [      ] (the Security Agreement)



We refer to:





	1.	 	the Security Agreement;
	 
	2.	 	the notice to you dated [•] from [Chargor] concerning the accounts referred to in that
notice (the Security Accounts); and
	 
	3.	 	the acknowledgement dated [•] issued by you to in response to the notice (the
“Acknowledgement”).




In this letter, Security Account means, in relation to [specify Chargor], account number [•], sort
code [•] or account number [•], sort code [•] and, in relation to [specify Chargor], account
number [•], sort code [•] or account number [•], sort code [•].



We confirm that we consent to the following transactions in relation to the Security Accounts:





	(a)	 	you may make payments on the instructions of the Chargor and debit the amounts
involved to any Security Account of the Chargor;
	 
	(b)	 	you may debit to any Security Account of the Chargor amounts due to you by that
Chargor; and
	 
	(c)	 	in order to enable you to make available net overdraft, balance offset, netting or pooling
facilities to the Chargor you may set-off debit balances on any Security Account against
credit balances on any other Security Account with that Chargor if those Security
Accounts are included in group netting arrangements operated by you for the Chargor.




We may by notice to you amend or withdraw these consents. If the consents referred above are
withdrawn you will operate the Security Accounts in accordance with the terms of the
Acknowledgement, save that you may immediately set-off debit balances and credit balances on the
Security Accounts as and to the extent that the same relate to your customary agreed charges or
fees payable in connection with the operation or maintenance of the Security Accounts in the
ordinary course of business.



This letter is governed by English law.



Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of
this letter.



Yours faithfully,




52









 








	 	 	 
	 

(Authorised signatory) [Collateral Agent]

	 	 
	 
	 	 
	Receipt acknowledged
	 	 
	 
	 	 
	 

(Authorised signatory) [Account Bank]

	 	 
	 
	 	 
	[Date]
	 	 






53









 






SCHEDULE 3




FORMS OF LETTER FOR INSURANCE POLICIES




PART 1




FORM OF NOTICE OF ASSIGNMENT



(for attachment by way of endorsement to the insurance policies)




To: [Insurer]




Copy: [Collateral Agent]




[Date]




Dear Sirs,



Security agreement dated [•] between [•] and others
and [•] (the Security Agreement)



This letter constitutes notice to you that under the Security Agreement, [Chargor] (the Chargor)
has assigned in favour of [•] as agent and trustee for the Secured Parties referred to in the
Security Agreement (the Collateral Agent) as first priority assignee all amounts payable to it
under or in connection with any contract of insurance of whatever nature taken out with you by or
on behalf of it or under which it has a right to claim (each an Insurance) and all of its rights
in connection with those amounts.



A reference in this letter to any amounts excludes all amounts received or receivable under or in
connection with any third party liability Insurance and required to settle a liability of a Loan
Party to a third party.



We confirm that:





	(a)	 	the Chargor will remain liable under [the] [each] Insurance to perform all the obligations
assumed by it under [the] [that] Insurance; and
	 
	(b)	 	none of the Collateral Agent, its agents, any receiver or any other person will at any time
be under any obligation or liability to you under or in respect of [the] [any] Insurance.




The Chargor will also remain entitled to exercise all of its rights under [the] [each] Insurance
and you should continue to give notices under [the] [each] Insurance to the Chargor, unless and
until you receive notice from the Collateral Agent to the contrary. In this event, unless the
Collateral Agent otherwise agrees in writing:





	(a)	 	all amounts payable to the Chargor under [the] [each] Insurance must be paid to the
Collateral Agent; and
	 
	(b)	 	any rights of the Chargor in connection with those amounts will be exercisable by,
and notices must be given to, the Collateral Agent or as it directs.




Please note that the Chargor has agreed that it will not amend or waive any term of or terminate
[any of] the Insurance[s] without the prior consent of the Collateral Agent.




54









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Collateral Agent.



Please note on the relevant contracts the Collateral Agent’s interest as loss payee and the
Collateral Agent’s interest as first priority assignee of those amounts and rights and send to the
Collateral Agent at [•] with a copy to ourselves the attached acknowledgement confirming your
agreement to the above and giving the further undertakings set out in the acknowledgement.



We acknowledge that you may comply with the instructions in this letter without any further
permission from us and without any enquiry by you as to the justification for or validity of any
request, notice or instruction.



This letter is governed by English law.



Yours faithfully,




	 	 	 
	 

For [Chargor]

	 	 






55









 






PART 2




FORM OF LETTER OF UNDERTAKING




To: [Collateral Agent]




Copy: [Chargor]




[Date]




Dear Sirs,



Security agreement dated [•] between [•] and
others and [•] (the Security Agreement)



We confirm receipt from [•] on behalf of [Chargor] (the Chargor) of a notice dated [•] of an
assignment by the Chargor upon the terms of the Security Agreement of all amounts payable to it
under or in connection with any contract of insurance of whatever nature taken out with us by or
on behalf of it or under which it has a right to claim and all of its rights in connection with
those amounts.



A reference in this letter to any amounts excludes all amounts received or receivable under or in
connection with any third party liability Insurance and required to settle a liability of a Loan
Party to a third party.



In consideration of your agreeing to the Chargor continuing their insurance arrangements with us
we:





	1.	 	accept the instructions contained in the notice and agree to comply with the notice;
	 
	2.	 	confirm that we have not received notice of the interest of any third party in those
amounts and rights;
	 
	3.	 	undertake to note on the relevant contracts your interest as loss payee and as first priority
assignee of those amounts and rights;
	 
	4.	 	undertake to disclose to you without any reference to or further authority from the
Chargor any information relating to those contracts which you may at any time request;
	 
	5.	 	undertake to notify you of any breach by the Chargor of any of those contracts and to
allow you or any of the other Secured Parties (as defined in the Security Agreement) to
remedy that breach; and
	 
	6.	 	undertake not to amend or waive any term of or terminate any of those contracts on
request by the Chargor without your prior written consent.





This letter is governed by English law.




Yours faithfully,




	 	 	 
	 

for [Insurer]

	 	 







56











 





SCHEDULE 4




FORMS OF LETTER FOR PRIMARY CONTRACTS




PART 1




NOTICE TO COUNTERPARTY




To:     [Counterparty]




Copy: [Collateral Agent]




[Date]




Dear Sirs,




Security agreement dated [•] between [•] and others and [•] (the Security Agreement)



This letter constitutes notice to you that under the Security Agreement, [Chargor] (the Chargor)
has assigned in favour of [•] as agent and trustee for the Secured Parties referred to in the
Security Agreement (the Collateral Agent) as first priority assignee all of its rights in respect
of [insert details of Primary Contract(s)] (the Primary Contract[s]).



We confirm that:





	(a)	 	the Chargor will remain liable under [the] [each] Primary Contract to perform all the
obligations assumed by it under [the] [that] Primary Contract; and






	(b)	 	none of the Collateral Agent, its agents, any receiver or any other person will at any time
be under any obligation or liability to you under or in respect of [the] [any] Primary
Contract.




The Chargor will also remain entitled to exercise all of its rights under [the] [each] Primary
Contract and you should continue to give notice under [the] [each] Primary Contract to the
relevant Chargor, unless and until you receive notice from the Collateral Agent to the contrary.
In this event, all of its rights will be exercisable by, and notices must be given to, the
Collateral Agent or as it directs.



Please note that the Chargors has agreed that it will not [amend or waive any term of or]
terminate [any of] the Primary Contract[s] without the prior consent of the Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Collateral Agent.



Please send to the Collateral Agent at [•] with a copy to ourselves the attached acknowledgement
confirming your agreement to the above and giving the further undertakings set out in the
acknowledgement.



We acknowledge that you may comply with the instructions in this letter without any further
permission from us and without any enquiry by you as to the justification for or validity of any
request, notice or instruction.



This letter is governed by English law,




57









 





	 	 	 
	Yours faithfully,
	 	 
	 
	 	 
	 

(Authorised signatory)

	 	 
	 
	 	 
	For [Chargor]
	 	 






58









 






PART 2




ACKNOWLEDGEMENT OF COUNTERPARTY




To:     [Collateral Agent]




Copy:
[Chargor]




[Date]



Dear Sirs,




Security
agreement dated [•] between
[•] and others and [•] (the Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice dated [•] of an assignment on the terms
of the Security Agreement of all of the Chargor’s rights in respect of [insert details of the
Primary Contract(s) (the Primary Contract[s]).



We confirm that we:





	1.	 	accept the instructions contained in the notice and agree to comply with the notice;
	 
	2.	 	have not received notice of the interest of any third party in [any of] the Primary
Contract[s];
	 
	3.	 	undertake to disclose to you without any reference to or further authority from the Chargor
any information relating to [the][those] Primary Contract[s] which you may at any time
request;
	 
	4.	 	[undertake to notify you of any breach by the Chargor of [the] [any of those] Primary
Contract[s] and to allow you or any of the other Secured Parties (as defined in the Security
Agreement) to remedy that breach;] and
	 
	5.	 	undertake not to amend or waive any term of or terminate
[the] [any of those] Primary
Contract[s] on request by the Chargor without your prior
written consent.




This letter is governed by English law.




	 	 	 
	Yours faithfully,
	 	 
	 
	 	 
	 

(Authorised signatory)

	 	 
	 
	 	 
	[Counterparty]
	 	 






59









 







SCHEDULE 5




FORM OF DEED OF ACCESSION




THIS
DEED is dated [




BETWEEN:





	(1)	 	[•] (registered number [•]) with its registered office at [•] (the Additional Chargor);
	 
	(2)	 	[•] for itself and as agent for each of
the Chargors under and as defined in the Security
Agreement referred to below; and
	 
	(3)	 	[•] as agent and trustee for the
Secured Parties under and as defined in the Security
Agreement referred to below (the Collateral Agent).





BACKGROUND:





	(A)	 	The Additional Chargor is a subsidiary of Novelis Inc.
	 
	(B)	 	The Chargors have entered into a guarantee and security
agreement dated [•],
200[•] with the
Collateral Agent (the Security Agreement).
	 
	(C)	 	The Additional Chargor has agreed to enter into this Deed and to become a Chargor under the
Security Agreement and the Security Trust Deed.
	 
	(D)	 	The Additional Chargor will also, by execution of a separate instruments, become a party to
the Intercreditor Agreement as a Loan Party and the Security Trust Deed as a Chargor (as
defined in the Security Agreement).
	 
	(E)	 	It is intended that this document takes effect as a deed notwithstanding the fact that
a party may only execute this document under hand.





IT IS AGREED as follows:





	1.	 	Interpretation
	 
	 	 	Terms defined in the Security Agreement have the same meaning in this Deed unless given a
different meaning in this Deed. This Deed is a Loan Document.






	2.	 	Accession






	 	(a)	 	With effect from the date of this Deed the Additional Chargor:






	 	(i)	 	will become a party to the Security Agreement as a Chargor; and
	 
	 	(ii)	 	will be bound by all the terms of the Security Agreement
which are expressed to be binding on a Chargor, including without
limitation, the guarantee contained in Section 2 of the Security Agreement.






	3.	 	Security
	 
	 	 	Without limiting the generality of the other provisions of this Deed and the Security
Agreement, the Additional Chargor:




60









 












	 	(a)	 	charges by way of a first legal mortgage all estates or interests in any
freehold or leasehold property owned by it (save for Excluded Real Property) and
specified in Part 1 of the schedule to this Deed;
	 
	 	(b)	 	charges by way of a first legal mortgage all shares owned by it and
specified in Part 2 of the schedule to this Deed;
	 
	 	(c)	 	charges by way of a fixed charge all plant, machinery, computers, office
equipment or vehicles specified in Part 3 of the schedule to this Deed;
	 
	 	(d)	 	assigns absolutely, subject to a proviso for re-assignment on redemption,
all of its rights in respect of the agreements specified in Part 4 of the schedule to
this Deed;
	 
	 	(e)	 	charges by way of a fixed charge all of its rights in respect of any
Intellectual Property specified in Part 5 of the schedule to this Deed; and
	 
	 	(f)	 	charges by way of a fixed charge all of its rights in respect of any amount
standing to the credit of any Security Account specified in Part 6 of the schedule to
this Deed.






	4.	 	Miscellaneous
	 
	 	 	With effect from the date of this Deed:






	 	(a)	 	the Security Agreement will be read and construed for all purposes, and the
Additional Chargor will take all steps and actions (including serving any notices), as
if the Additional Chargor had been an original party in the capacity of Chargor (but
so that the security created on this accession will be created on the date of this
Deed);
	 
	 	(b)	 	any reference in the Security Agreement to this Deed and similar phrases will
include this Deed and all references in the Security Agreement to Schedule 1 (or any
part of it) will include a reference to the schedule to this Deed (or relevant part of
it); and
	 
	 	(c)	 	Novelis Europe Holdings Limited, for itself and as agent for each of the
Chargors under the Security Agreement, agrees to all matters provided for in this
Deed.






	5.	 	Law
	 
	 	 	This Deed is governed by English law.
	 
	 	 	This Deed has been executed and delivered as a deed on the date stated at the beginning of
this Deed.




61









 











SCHEDULE




	 	 	 	 	 
	PART
	 	 	1	 
	REAL PROPERTY
	 	 	 	 






A. Original Property




Freehold/Leasehold Description




B. Excluded Real Property




Leasehold Description




	 	 	 	 	 
	PART
	 	 	2	 
	SHARES
	 	 	 	 






	 	 	 	 	 	 	 
	Name of	 	 	 	 	 	 
	company in	 	Name of nominee (if	 	 	 	 
	which shares	 	any) by whom shares	 	Class of	 	Number of shares
	are held	 	are held	 	shares held	 	held
	[     ]

	 	[     ]
	 	[     ]
	 	[     ]






	 	 	 	 	 
	PART
	 	 	3	 
	SPECIFIC PLANT AND MACHINERY
	 	 	 	 






Description




	 	 	 	 	 
	PART
	 	 	4	 
	SECURITY CONTRACTS
	 	 	 	 






     A. Primary Contracts



Description



[e.g. Hedging Documents]



[e.g. Acquisition Documents]



[e.g. Intercompany Loan Agreements]




     B. Secondary Contracts



	 	 	 	 	 
	PART
	 	 	5	 
	SPECIFIC INTELLECTUAL PROPERTY RIGHTS
	 	 	 	 






Description





62









 








	 	 	 	 	 
	[PART
	 	 	6	 
	SECURITY ACCOUNTS
	 	 	 	 






Account number Sort code]




63









 





SIGNATORIES (TO DEED OF ACCESSION)




The Additional Chargor




	 	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 	 	Director
	 

	 	 	 	 	 	 	 	 
	[                    ]

	 	 	)	 	 	 	 	 
	acting by

	 	 	)	 	 	 	 	Director/Secretary
	 

	 	 	 	 	 	 	 	 
	and

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Novelis Europe Holdings Limited
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 	 	 
	[                    ]

	 	 	)	 	 	 	 	Director
	 

	 	 	 	 	 	 	 	 
	(for itself and as agent for each)
	 	 	 	 	 	 	 	 
	of the Chargors party to)
	 	 	 	 	 	 	 	 
	the Security Agreement

	 	 	)	 	 	 	 	 
	referred to in this Deed)

	 	 	)	 	 	 	 	Director/Secretary
	 

	 	 	 	 	 	 	 	 
	acting by

	 	 	)	 	 	 	 	 






The Collateral Agent




[                    ]




By:




64









 







SIGNATORIES




	 	 	 	 	 	 	 	 	 
	SIGNED as a Deed by

	 	 	)	 	 	/s/
E. Faust
	 	Director
	NOVELIS UK LIMITED acting by

	 	 	)	 	 	 	 	 
	a director and a director/its secretary:

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	P-11e
	 	Secretary







 









 











	 	 	 	 	 	 	 	 	 
	SIGNED as a Deed by

	 	 	)	 	 	/s/
E. Faust
	 	Director
	NOVELIS EUROPE HOLDINGS

	 	 	)	 	 	 	 	 
	LIMITED acting by a director and a

	 	 	)	 	 	 	 	 
	director/its secretary:

	 	 	)	 	 	
P-11e
	 	Secretary






 









 







	 	 	 
	SIGNED
as a deed by
	 	 
	LASALLE BUSINESS CREDIT, LLC
	 	 
	in its capacity as Collateral Agent
	 	 
	acting by authorised signatory:
	 	 
	 
	 	 
	
	 	 
	 

Authorised Signatory

	 	 







 











 








EXHIBIT M-4




Form of

SWISS SECURITY AGREEMENT




[See attached]




EXHIBIT M-4-1














 





SKADDEN ARPS

Execution Copy




NOVELIS AG

as Pledgor




and




LASALLE BUSINESS CREDIT, LLC

as Funding Agent, Collateral Agent and Original Pledgee 1




ABN AMRO BANK N.V.

as US/European Issuing Bank, Swingline Lender, Administrative Agent,

and Original Pledgee 2




UBS SECURITIES LLC 

as Syndication Agent and Original Pledgee 3




ABN AMRO BANK N.V.,

acting through its Canadian branch,

as Canadian Issuing Bank, Canadian Administrative Agent, Canadian Funding Agent

and Original Pledgee 4




BANK OF AMERICA, N. A.

as one of the Documentation Agents and Original Pledgee 5




NATIONAL CITY BUSINESS CREDIT, INC.

as further Documentation Agent and Original Pledgee 6




CIT BUSINESS CREDIT CANADA INC.,

as further Documentation Agent and Original Pledgee 7




ABN AMRO INCORPORATED

as one of the Joint Lead Arrangers and Joint Bookmanagers and Original Pledgee 8




UBS SECURITIES LLC,

as further Joint Lead Arranger and Joint Bookmanager and Original Pledgee 9




and




other Parties

as Pledgees




 






FIRST RANKING ACCOUNT PLEDGE AGREEMENT

(VERPFÄNDUNG VON BANKKONTEN)




 






 









 





TABLE OF CONTENTS



	 	 	 	 	 	 	 
	 	 	PAGE
	1.
	 	DEFINITIONS AND LANGUAGE	 	 	3	 
	2.
	 	CREATION OF PLEDGES	 	 	5	 
	3.
	 	SECURED OBLIGATIONS	 	 	6	 
	4.
	 	DISPOSALS OVER ACCOUNTS	 	 	6	 
	5.
	 	REALISATION OF THE PLEDGES	 	 	7	 
	6.
	 	WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS	 	 	9	 
	7.
	 	RELEASE OF THE PLEDGES	 	 	9	 
	8.
	 	DURATION AND INDEPENDENCE	 	 	10	 
	9.
	 	REPRESENTATIONS AND WARRANTIES	 	 	10	 
	10.
	 	UNDERTAKINGS OF THE PLEDGOR	 	 	11	 
	11.
	 	LIMITATION OF ENFORCEMENT	 	 	13	 
	12.
	 	ECONOMIC OWNERSHIP OF THE ACCOUNTS	 	 	13	 
	13.
	 	INTERCREDITOR AGREEMENT	 	 	14	 
	14.
	 	NOTICES	 	 	14	 
	15.
	 	WAIVER	 	 	15	 
	16.
	 	COUNTERPARTS	 	 	15	 
	17.
	 	GOVERNING LAW AND JURISDICTION	 	 	16	 
	18.
	 	LIABILITY AND INDEMNIFICATION	 	 	16	 
	19.
	 	AMENDMENTS	 	 	17	 
	20.
	 	ANNEXES, SCHEDULES	 	 	17	 
	21.
	 	SEVERABILITY	 	 	17	 
	SCHEDULE 1 LIST OF LENDERS	 	 	18	 
	SCHEDULE 2 LIST OF BANK ACCOUNTS OF PLEDGOR	 	 	1	 
	SCHEDULE 3 NOTICE OF PLEDGE	 	 	1	 
	SCHEDULE 4 FORM OF ACKNOWLEDGEMENT	 	 	3	 





ABL Loan: Account Pledge Agreement


 









 





This
ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on July 6, 2007




Among:





	(1)	 	Novelis AG, a stock corporation organized under the laws of Switzerland, having its business
address at Bellerivestrasse 36, 8034 Zurich, Switzerland (the “Pledgor”);
	 
	(2)	 	LaSalle Business Credit, LLC, a company organised under the laws of Delaware, having its
business address at 135 South LaSalle Street, Suite 425, Chicago, IL 60603, USA (the “Original
Pledgee 1”, and, in its capacity as collateral agent under the Credit Agreement (as defined
below), the “Collateral Agent” as applicable);
	 
	(3)	 	ABN Amro Bank N.V., a company organised under the laws of the Netherlands, having its
business address at Gustav Mahlerlaanl0, 1082 PP Amsterdam, The Netherlands (the “Original
Pledgee 2”, and, in its capacity as administrative agent under the Credit Agreement (as
defined below), the “Administrative Agent” as applicable);
	 
	(4)	 	UBS SECURITIES LLC, a company organized under the laws of Delaware, having its business
address at 677 Washington Blvd, Stamford, CT 06901 (the “Original Pledgee 3”);
	 
	(5)	 	ABN Amro Bank N.V., acting through its Canadian branch, a company organized under the laws of
the Netherlands, having its business address at 79 Wellington St. W., 15th Floor TD Waterhouse
Tower, Toronto, Ontario, Canada M5K 1G8 (the “Original Pledgee 4”);
	 
	(6)	 	BANK OF AMERICA, N.A., a company organized under the laws of the United States of America,
having its business address at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, U.S.A.
(the “Original Pledgee 5”);
	 
	(7)	 	NATIONAL CITY BUSINESS CREDIT, INC., a company organized under the laws of Ohio, having its
business address at 1965 East 6th Street, 4th Floor, Cleveland, Ohio, 44114 (the
“Original Pledgee 6”);
	 
	(8)	 	CIT BUSINESS CREDIT CANADA INC., a company organized under the laws of Canada, having its
business address at 207 Queens Quay West, Suite 700, Toronto, Ontario, Canada M5J 1A7 (the
“Original Pledgee 7”);
	 
	(9)	 	ABN AMRO INCORPORATED, a company organized under the laws of New York, having its business
address at 55 E 52nd Street, New York, NY 10055 (the “Original Pledgee 8”);





ABL Loan: Account Pledge Agreement


 









 







	(10)	 	UBS SECURITIES LLC,, a company organized under the laws of Delaware, having its business
address at 677 Washington Blvd, Stamford, CT 06901 (the “Original Pledgee 9”);
	 
	(12)	 	the institutions listed in Schedule 1 (List of Original Lenders) hereto in their capacity as
lenders or other secured parties under or in connection with the Credit Agreement (as defined
below), (together with the Original Pledgee 1, the Original Pledgee 2, the Original Pledgee
3, the Original Pledgee 4, the Original Pledgee 5, the Original Pledgee 6, the Original
Pledgee 7, the Original Pledgee 8 and the Original Pledgee 9, the “Original Pledgees”); and
	 
	(13)	 	the Future Pledgees, as defined herein.





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated as of July 6, 2007 (the “Credit Agreement”) among the
Borrowers (as defined below), AV ALUMINUM INC., a corporation formed under the Canada Business
Corporations Act, as Parent Guarantor (“Holdings” or “Parent Guarantor”), the other Guarantors
party thereto, the Lenders party thereto, ABN AMRO BANK N.V., as U.S./European Issuing Bank,
U.S. Swingline Lender and Administrative Agent, LASALLE BUSINESS CREDIT, LLC as Collateral
Agent and Funding Agent, UBS SECURITIES LLC, as Syndication Agent, BANK OF AMERICA N.A.,
NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as Documentation
Agents, ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian Issuing Bank,
Canadian Funding Agent and Canadian Administrative Agent, and ABN AMRO INCORPORATED
and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookmanagers, the Lenders have
agreed to grant a revolving loan (the “Loan”) to the Borrowers.
	 
	(B)	 	It is one of the conditions for granting the Loan that the Pledgor enters into this
Agreement.
	 
	(C)	 	The Pledgor has entered into an agreement on the abstract acknowledgement of indebtedness
(Abstraktes Schuldanerkenntnis) with, inter alia, the Collateral Agent on or about the date
hereof (the “Abstract Acknowledgement of Debt”).
	 
	(D)	 	It is one of the conditions for granting the Loan that the Pledgor enters into this
Agreement.





ABL Loan: Account Pledge Agreement


 









 






	(E)	 	The Pledgor has agreed to grant a first ranking pledge the Pledgees over its respective
Accounts as security for the Pledgees’ respective claims in connection with the Credit
Agreement and the Receivables Purchase Agreement.
	 
	(A)	 	The Pledgor has agreed to grant a second ranking pledge over its respective Accounts as
security for the Pledgees’ respective claims against the Loan Parties under or in connection
with the Credit Agreement.
	 
	(B)	 	Pursuant to a trust agreement between the Pledgor and Novelis Deutschland GmbH (the “Account
Trustee”), the Pledgor is the beneficiary of some or all of the German accounts of the Account
Trustee (the “Trust Agreement”).
	 
	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	In this Agreement:





“Accounts” shall mean the German Accounts and the Trust Accounts.



“Account Bank” means, with regard to each Account, the bank specified as an account bank or trust
account bank in Schedule 2 (List of German Bank Accounts).



“German Accounts” means the accounts specified in Schedule 2 (List of German Bank Accounts).



“Business Days” means a day (other than a Saturday or a Sunday) on which banks are open for
general business in New York City, Frankfurt am Main and Zurich.



“Future Pledgee” means any entity which may become a pledgee hereunder by way of (i) transfer of
the Pledges by operation of law following the transfer or assignment (including by way of novation
or assumption (Vertragsübernahme)) of any part of the Secured Obligations from any of the
Original Pledgees or Future Pledgee to such future pledgee and/or (ii) accession to this Agreement
pursuant to sub-clause 2.3 hereof as pledgee.



“Lenders” has the meaning given in the Credit Agreement.



“Pledgees” means the Original Pledgees and the Future Pledgees, and “Pledgee” means any of them.



“Pledges” means the pledges created pursuant to Clause 2.



ABL Loan: Account Pledge Agreement


 









 






“Secured Obligations” means (a) obligations of the Borrowers and the other Loan Parties from time
to time arising under or in respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing (and interest that would have accrued
but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, if allowed in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment required to be made by the Borrowers and the other Loan Parties under the Credit Agreement
in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement
Obligations, interest thereon and obligations to provide cash collateral and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under the
Credit Agreement and the other Loan Documents and (b) the due and punctual payment of all
obligations of the Borrowers and the other Loan Parties (including overdrafts and related
liabilities) under each Treasury Services Agreement entered into with any counterparty that is a
Secured Party.



“Term Loan Collateral Agent Appointment Letter” shall mean a letter agreement whereby the
Collateral Agent is appointed as collateral agent by Secured Parties that enter into hedging
agreements.



“Trust Accounts” are the accounts of Novelis Deutschland GmbH that are subject to the Trust
Agreement and which are also listed in Schedule 2.



“Trust Account Bank” means, with regard to each Trust Account, the bank specified as trust account
bank in Schedule 2 (List of German Bank Accounts).




	1.2	 	In this Agreement, references to a person include its successors and assigns, and references
to a document are references to that document as amended, restated, novated and/or
supplemented from time to time.
	 
	1.3	 	Capitalized terms not otherwise defined in this Agreement shall have the same meaning as
given in the Credit Agreement.
	 
	1.4	 	Unless otherwise indicated, the definition of a term in the singular shall include the
definition of such term in the plural and vice versa.
	 
	1.5	 	This Agreement is made in the English language. For the avoidance of doubt, the English
language version of this Agreement shall prevail over any translation of




ABL Loan: Account Pledge Agreement



 









 






	 	 	this Agreement. However, where a German translation of a word or phrase appears in the text of
this Agreement, the German translation of such word or phrase shall prevail.
	 
	1.6	 	Any reference in this Agreement to a “Clause”, “sub-clause” or “Schedule” shall, subject to
any contrary indication, be construed as a reference to a clause, a sub-clause or a schedule
hereof.
	 
	2.	 	CREATION OF PLEDGES
	 
	2.1	 	The Pledgor hereby pledges to each of the Pledgees:
	 
	2.1.1	 	any present and future credit balances, including interest, standing from time to time to
the credit of,
	 
	(A)	 	its Accounts;
	 
	(B)	 	any present and future replacement accounts, sub-accounts, re-designated accounts and
renumbered accounts which are opened or will be opened in the future in replacement of, or in
connection with, its Accounts; and
	 
	2.1.2	 	all other present and future rights to receive payments in connection with its Accounts,
including claims for damages or unjust enrichment.
	 
	2.2	 	Each of the Original Pledgees hereby accepts the Pledges for itself.
	 
	2.3	 	The Collateral Agent accepts, as representative without power of attorney (Vertreter ohne
Vertretungsmacht) the respective Pledges for and on behalf of each Future Pledgee. Each Future
Pledgee will ratify and confirm the declarations and acts so made by the Collateral Agent on
its behalf by accepting the transfer or assignment (including by way of novation or assumption
(Vertragsübernahme)) of the Secured Obligations (or part of them) from a Pledgee or by
becoming party to any Loan Document or by executing a Term Loan Collateral Agent Appointment
Letter. Upon such ratification (Genehmigung) such Future Pledgee becomes a party to this
Agreement, it being understood that any future or conditional claim
(zukünftiger oder
bedingter Anspruch) of such Future Pledgee arising under the Credit Agreement shall be secured
by the Pledges constituted hereunder.





ABL Loan: Account Pledge Agreement


 









 






	2.4	 	All parties hereby confirm that the validity of the Pledges granted hereunder shall not be
affected by the Collateral Agent acting as representative without power of attorney for each
Future Pledgee.
	 
	2.5	 	The validity and effect of each of the Pledges shall be independent of the validity and the
effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be
separate and individual pledges ranking pari passu with the other Pledges created hereunder.
	 
	2.6	 	The Pledges created hereunder shall rank ahead of any other security interest or third party
right currently in existence or created in the future over any of the Accounts, including the
Account Bank’s pledges.
	 
	2.7	 	Each of the Pledges is in addition, and without prejudice, to any other security the Pledgees
may now or hereafter hold in respect of the Secured Obligations.
	 
	2.8	 	For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a
transfer of all or part of the Pledges created hereunder by operation of law upon the transfer
or assignment (including by way of novation or assumption
(Vertragsübernahme)) of all or part
of the Secured Obligations by any Pledgee to a Future Pledgee.
	 
	3.	 	SECURED OBLIGATIONS
	 
	3.1	 	The security created hereunder secures the payment of (a) all Secured Obligations of the
Borrowers and the other Loan Parties arising under or in connection with the Credit Agreement
and the other Loan Documents and (b) the obligations under the Abstract Acknowledgement of
Indebtedness.
	 
	4.	 	DISPOSALS OVER ACCOUNTS
	 
	4.1	 	In relation to the Account Banks, the Pledgor shall be
authorized to dispose over (verfügen)
its respective Accounts in the ordinary course of business. This authorization shall, in
particular, include the right to withdraw and transfer funds from its respective Accounts.
Each Account may only be closed with the prior written consent of the Collateral Agent,
acting on behalf of the Pledgees. The Pledgees, acting through the Collateral Agent, shall be
entitled to revoke the





ABL Loan: Account Pledge Agreement


 









 






	 	 	authorization granted under this Clause 4 at any time after any of the events described in
Clauses 5.1 or 5.4 has occurred.
	 
	4.2	 	Upon the occurrence of an Event of Default which is continuing, unremedied and unwaived, the
Collateral Agent, on behalf of the Pledgees, shall irrevocably and at any and all times be
entitled to (i) notify any Account Bank of the forthcoming enforcement of the Pledges and (ii)
instruct each and every Account Bank that as of receipt of such notice it shall no longer
allow any dispositions by the Pledgor over any amounts standing to the credit on the
respective Account. The Collateral Agent shall notify the Pledgor accordingly.
	 
	5.	 	REALISATION OF THE PLEDGES
	 
	5.1	 	The Pledges shall become enforceable if an Event of Default is continuing, unremedied and
unwaived, the requirements set forth in Section 1273 para. 2, 1204 et seq. of the German Civil
Code with regard to the enforcement of any of the Pledges are met (Pfandreife) and the
Collateral Agent, acting on behalf of the Pledgees, gives notice to the Pledgor that the
Pledges in question are enforceable. After the Pledges have become enforceable, the Collateral
Agent may in its absolute discretion enforce all or any part of these Pledges in any manner it
sees fit.
	 
	5.2	 	The realization of the Pledges (or any part thereof) shall not require a prior court ruling
or any other enforceable title (vollstreckbarer Titel). Section 1277 of the German Civil Code
(Bürgerliches Gesetzbuch) is thus excluded.
	 
	5.3	 	The Collateral Agent, acting on behalf of the Pledgees, shall be entitled to realize the
Pledges — either in whole or in part — in any legally permissible manner.
	 
	5.4	 	The Collateral Agent shall give the Pledgor at least 10 (ten) Business Days prior written
notice of the intention to realize any of the Pledges (the “Realization Notice”). Such
Realization Notice is not necessary if the observance of the notice period will have a
materially adversely affect the security interests of the Pledgees. Such Realization Notice
shall in particular not be required, if:
	 
	5.4.1	 	the Pledgor ceases to make payments to third parties generally within the meaning of Section 190 para.
1 no. 2 of the Swiss Debt Collection and Bankruptcy Act);





ABL Loan: Account Pledge Agreement


 









 






	5.4.2	 	the Pledgor becomes over-indebted within the meaning of Section 725 para 2 of the Swiss Code of Obligations;
	 
	5.4.3	 	the Pledgor files an application for the institution of insolvency proceedings or similar proceedings over its assets;
	 
	5.4.4	 	any third party files an application for the institution of insolvency proceedings or
similar proceedings over the assets of the Pledgor, provided such application is not
unfounded; or
	 
	5.4.5	 	a preliminary insolvency administrator or an insolvency administrator or any similar kind of
receiver, liquidator or administrator has been appointed over the assets of the Pledgor.
	 
	5.5	 	If the Collateral Agent, acting on behalf of the Pledgees, decides not to enforce the Pledges
over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of
the Accounts shall be realized.
	 
	5.6	 	The Collateral Agent, acting on behalf of the Pledgees, may take all measures and enter into
all agreements with the Account Banks or any third-party creditor which it considers necessary
or expedient in connection with the realization of the balances on the Accounts, taking into
account the legitimate interests of the Pledgor. In particular, the Collateral Agent may, on
behalf of the Pledgor, declare the termination of time deposits or similar contractual
arrangements made in respect of the Accounts.
	 
	5.7	 	For the purpose of realizing the balances on the Accounts, the Pledgor shall, upon the
Collateral Agent’s request, acting on behalf of the Pledgees, promptly (unverzüglich) furnish
the Collateral Agent with all documents of title and other relevant documents held by the
Pledgor, and shall, at its own expense, forthwith render all assistance which is necessary or
expedient in respect of the realization of the balances on the Accounts.
	 
	5.8	 	Following the realization of all or part of the Pledges, the net proceeds (net proceeds shall
mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations.





ABL Loan: Account Pledge Agreement


 









 






	6.	 	WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS
	 
	6.1	 	The Pledgor hereby waives all defenses against enforcement that may be raised on the basis of
potential avoidance (Anfechtbarkeit) and set-off pursuant to Sections 1211,770 of the German
Civil Code. This waiver shall not apply to a set-off with counterclaims that are (i)
uncontested (unbestritten) or (ii) based on a binding non- appealable court decision
(rechtskräftig festgestellt).
	 
	6.2	 	If the Pledges are enforced, or if the Pledgor has discharged any of the Secured Obligations
(or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a
pledgor — Forderungsübergang auf den Verpfander) shall not apply, and no rights of the
Pledgees shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall not
at any time before, on or after an enforcement of the Pledges and as a result of the Pledgor
entering into this Agreement, be entitled to demand indemnification or compensation from any
Borrower, any Guarantor or any of its affiliates or to assign any of these claims.
	 
	7.	 	RELEASE OF THE PLEDGES
	 
	7.1	 	Upon full and final satisfaction of all Secured Obligations, the Collateral Agent, acting on
behalf of the Pledgees, shall at the cost and expense of the Pledgor confirm to the Pledgor in
writing the release of the Pledges, do everything necessary to effect that release, and
surrender the surplus proceeds, if any, resulting from any realization of the Pledges to the
Pledgor. This shall not apply to the extent that the Pledgees have to surrender the Accounts
or such proceeds to a third party who is entitled to the Accounts or to such proceeds. For the
avoidance of doubt, the Parties are aware that, upon the complete and final satisfaction of
all Secured Obligations, the Pledges will expire and cease to exist due to their accessory
nature (Akzessorietät) by operation of German law.
	 
	7.2	 	At any time when the total value of the aggregate security granted by the Pledgor to secure
the Secured Obligations (the “Security”) which can be expected to be realised in the event of
an enforcement of the Security (realisierbarer Wert) exceeds 110% of the Secured Obligations
(the “Limit”) not only temporarily, the Pledgees shall on demand of the Pledgor release such
part of the Security (Sicherheitenfreigabe) as the Pledgees may in their reasonable
discretion determine so as to reduce the realisable value of the Security to the Limit.





ABL Loan: Account Pledge Agreement


 









 






	8.	 	DURATION AND INDEPENDENCE
	 
	8.1	 	Without prejudice to Clause 8.2, in no event shall the Pledges expire before and unless all
Secured Obligations have been fully and finally discharged and there is no amount outstanding
under the Secured Obligations, whether for principal, interest, fees, discounts or other
costs, expenses, charges or otherwise.
	 
	8.2	 	The Pledges shall provide a continuing security and, to the largest extent possible under
applicable law, no change or amendment whatsoever in and to the Secured Obligations and to any
document relating to the Secured Obligations shall affect the validity of this Agreement nor
shall it limit the obligations which are imposed on the Pledgor hereunder.
	 
	8.3	 	This Agreement is in addition to, and independent of, any other security or guarantee the
Pledgees may now or hereafter hold in respect of the Secured Obligations. None of such
security or guarantee shall prejudice, or shall be prejudiced by, the Pledges in any way.
	 
	9.	 	REPRESENTATIONS AND WARRANTIES




The Pledgor represents and warrants (sichert zu) to each of the Pledgees by way of an independent
guarantee (selbständiges Garantieversprechen) that, at the date hereof:





	9.1	 	it is the unrestricted legal and economic owner of its respective German Accounts and is the
unrestricted beneficial owner of the Trust Accounts;
	 
	9.2	 	except for the foreign accounts listed in Exhibit 1 to Schedule 2, it does not own any other
accounts in or outside the Federal Republic of Germany other than its respective German
Accounts and is not the beneficial owner of any other accounts in or outside the Federal
Republic of Germany other than its respective Trust Accounts;
	 
	9.3	 	the information provided in this Agreement relating to its respective Accounts is accurate
and complete in all material respects;
	 
	9.4	 	its respective Accounts are free from any liens, rights of retention
(Zurückbehaltungsrechte), other encumbrances and other third party rights (except the rights
of Novelis Deutschland GmbH as owner of the Trust Accounts);





ABL Loan: Account Pledge Agreement


 









 






	9.5	 	the Pledges granted to the Original Pledgees will have (upon effectiveness of this Agreement
but subject to receipt of the executed schedule confirmation by the Account Banks)
first-ranking priority and will rank ahead of any current or future third party security
interest over the Accounts;
	 
	9.6	 	the Pledges constituted hereunder are valid and enforceable without enforceable judgment or
other instrument (vollstreckbarer Titel) subject to any qualification in the legal opinion to
be issued by the law firm of Noerr Stiefenhofer Lutz in relation hereto; and
	 
	9.7	 	it has not ceased payments within the meaning of Section 190 para. 1 no. 2 of the Swiss Debt
Collection and Bankruptcy Act, nor is it over-indebted within the meaning of Section 725 para.
no. 2 of the Swiss Code of obligations or in terms of the Swiss generally accepted accounting
principles (Grundsätze ordnungsmäßliger Buchführung, nor it is unable, or has admitted
inability, to pay its debts as they fall due and is not deemed to, or declared to be, unable
to pay its debts.
	 
	10.	 	UNDERTAKINGS OF THE PLEDGOR




The Pledgor undertakes:





	10.1	 	to notify promptly (unverzüglich), substantially in the form set out in Schedule 3 (Notice of
Pledge), its Account Banks of the creation of the Pledges, and to obtain from each such
Account Bank to confirm vis-à-vis the Original Pledgee the receipt of the notice;
	 
	10.2	 	to ensure that its Account Banks release the Accounts from any charges (pledges, rights of
retention, rights of set-off, etc.), including charges created pursuant to the respective
Account Bank’s standard terms and conditions (Allgemeine
Geschäftsbedingungen), or subordinate
such rights, by the Account Bank signing a confirmation substantially in the form set out in
Schedule 4 (Form of Acknowledgement). It is understood among the Parties that a failure by an
Account Bank to submit such confirmation to the Original Pledgee does not affect the validity
or enforceability of the Pledges;
	 
	10.3	 	upon the occurrence of an Event of Default which is continuing, the Pledgor shall upon the
request of the Collateral Agent, acting on behalf of the Pledgees, deliver to the Collateral
Agent information on the current status of the Accounts;





ABL Loan: Account Pledge Agreement


 









 






	10.4	 	to provide (and to instruct the Account Banks to provide) the Collateral Agent, on behalf of
the Pledgees, with all information, evidence and documentation which the Collateral Agent,
acting on behalf of the Pledgees, may reasonably request in connection with the administration
and realization of the Accounts. After any of the events described in Clauses 5.1 or 5.4 has
occurred, (i) the Collateral Agent, acting on behalf of the Pledgees, is hereby authorized to
obtain all information and documents (including bank account extracts and other information on
the current status of the Accounts) directly from the Account Banks in its own name and at the
Pledgor’s costs, and (ii) the Pledgees and their designees are permitted to inspect, audit and
make copies of, and extracts from, all records and all other papers in the possession of the
Pledgor which pertain to the Accounts;
	 
	10.5	 	at the request of the Collateral Agent, acting on behalf of the Pledgees, to promptly
(unverzüglich) grant to the Collateral Agent, on behalf of the Pledgees, pledges
(substantially in the form of this Agreement) over any new accounts governed by German law;
	 
	10.6	 	not to close or to terminate the Accounts unless any remaining balance in the Account to be
closed is transferred to another pledged Account prior to closure and the Collateral Agent is
notified thereof;
	 
	10.7	 	not to transfer any of the Accounts to another bank or relocate any of the Accounts to
another branch of the Account Bank unless such transfer does not affect the Pledges;
	 
	10.8	 	to obtain the Collateral Agent’s written consent prior to the establishment of a new account,
including any sub-account, re-designated account or re-numbered account pursuant to Clause
2.1.1(B) above. Upon the Pledgees’ request, the Pledgor shall give all declarations and render
all reasonable assistance which is necessary in order to perfect the Pledgees’ pledge over the
so established account;
	 
	10.9	 	not to create or permit to subsist any encumbrance, except for any Permitted Lien, over any
of the Accounts, or knowingly do or permit to be done, anything which is likely to be expected
to jeopardize or otherwise prejudice the existence, validity or ranking of the Pledges;
	 
	10.10	 	to inform the Collateral Agent, on behalf of the Pledgees,
promptly (unverzüglich) upon
gaining knowledge of any attachments (Pfändungen) of third parties that relate to the Accounts
or any other third-party measures, except for the creation of





ABL Loan: Account Pledge Agreement


 









 






	 	 	a Permitted Lien, which impair or jeopardize the Pledges. In the event of any such attachment,
the Pledgor shall provide the Collateral Agent with a copy of the attachment and/or transfer
order (Pfändungs- und/oder Überweisungsbeschluss) and any other documents which the Collateral
Agent, on behalf of the Pledgees, requests that are necessary or expedient for a defense
against such attachment. In addition, the Pledgor shall inform the third party promptly
(unverzüglich) in writing of the Pledges and render, at its own expense, to the Collateral
Agent, acting on behalf of the Pledgees, all assistance required or expedient to protect its
Pledges; and
	 
	10.11	 	The Pledgor shall, at its own expense, execute and do all such assurances, acts and things
as the Collateral Agent, acting on behalf of the Pledgees, may reasonably require






	 	10.11.1.1	 	for perfecting or protecting the security under this Agreement; and
	 
	 	10.11.1.2	 	in the case of the enforcement of security, to facilitate the realization of all or
any part of the collateral which is subject to this Agreement and the exercise of all
powers, authorities and discretions vested in the Pledgees.






	11.	 	LIMITATION OF ENFORCEMENT
	 
	11.1	 	If and to the extent (i) the obligations of the Pledgor under this Agreement are for the
exclusive benefit of the Affiliates of the Pledgor (except for the (direct or indirect)
Subsidiaries of the Pledgor) and (ii) that complying with such obligations would constitute a
repayment of capital (“Kapitalrückzahlung”) or the payment of a (constructive) dividend
(“Dividendenausschüttung”), then the limitations set forth in Section 7.12 (Swiss Guarantors)
of the Credit Agreement shall apply to any enforcement of the Pledges and to the proceeds of
such enforcement.
	 
	12.	 	ECONOMIC OWNERSHIP OF THE ACCOUNTS





The Pledgor hereby declares pursuant to Section 8 of the German Money Laundering Act
(Geldwäschegesetz) that (i) it is the economic owner (wirtschqftlicher Berechtigter) of its German
Accounts and that it did not, and still does not, act for the account of third parties in
connection with the establishment and the maintenance of the German Accounts, and that (ii) it is
the economic owner (wirtschaftlicher Berechtigter) of the Trust Accounts owned by Novelis
Deutschland GmbH.


ABL Loan: Account Pledge Agreement


 









 






	13.	 	INTERCREDITOR AGREEMENT





Notwithstanding anything herein to the contrary, the Collateral granted to the Collateral Agent,
for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Agent and the other Secured Parties hereunder are subject to the
provisions of the intercreditor agreement, dated as of July 6, 2007 (the “Intercreditor
Agreement”), among Novelis Inc., a corporation formed under the Canada Business Corporations Act,
Novelis Corporation, a Texas corporation, Novelis PAE Corporation, a Delaware corporation, Novelis
Finances USA LLC, a Delaware limited liability company, Novelis South America Holdings LLC, a
Delaware limited liability company, Aluminum Upstream Holdings LLC, a Delaware limited liability
company, Novelis UK Limited, a limited liability company incorporated under the laws of England and
Wales with registered number 00279596, and Novelis AG, a stock corporation (AG) organized under the
laws of Switzerland, AV Aluminum Inc., a corporation formed under the Canada Business Corporations
Act, the subsidiaries of Holdings from time to time party thereto, ABN Amro Bank N.V., as Revolving
Credit Administrative Agent for the Revolving Credit Lenders (as defined in the Intercreditor
Agreement), ABN Amro Bank N.V., acting through its Canadian branch, as Revolving Credit Canadian
Administrative Agent and as Revolving Credit Canadian Funding Agent, LaSalle Business Credit, LLC,
as Revolving Credit Collateral Agent and as Revolving Credit Funding Agent and UBS AG, Stamford
Branch as Term Loan Administrative Agent and as Term Loan Collateral Agent and certain other
persons which may be or become parties thereto or become bound thereto from time to time. In the
event of any conflict or inconsistency between the provisions of the Intercreditor Agreement and
this Agreement, the provisions of the Intercreditor Agreement shall govern and control.




	14.	 	NOTICES
	 
	14.1	 	Any notice or other communication in connection with this Agreement shall be in writing and
shall be delivered personally, sent by registered mail or sent by fax (with confirmation copy
by registered mail) to the following addresses:
	 
	14.1.1	 	If to the Pledgees and Collateral Agent:






			
	            Address:	 	LaSalle Business Credit, LLC, as Collateral Agent

135 South LaSalle Street, Suite 425
 Chicago, IL 60603, USA






			
	            Attention:	 	Account Officer
	            Fax:	 	+1.312.904-6450




ABL Loan: Account Pledge Agreement


 









 








	 	 	 
	             with a copy to:
	 	 
	 

	 	Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive, Suite 2100

Chicago, IL 60606, USA

Attention: Seth E. Jacobson

Telecopier No.: (312) 407-8511

Phone No.: (312) 407-0889







	14.1.2	 	If to Pledgor:






			
	Address:
	 	Novelis AG

Bellerivestrasse 36,8034 Zurich, Switzerland
	Attention:
	 	Management
	 
	Fax:
	 	+41 44 386 2151






	 	 	or to such other address as the recipient may notify or may have notified to the other party
in writing.
	 
	14.2	 	Any notice or other communication under this Agreement shall be in English or in German. If
in German, such notice or communication shall be accompanied by a translation into English.
	 
	15.	 	WAIVER
	 
	15.1	 	No failure to exercise or any delay in exercising any right or remedy hereunder by the
Pledgees shall operate as a waiver hereunder. Nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise of any right or
remedy.
	 
	15.2	 	Any rights of the Pledgees pursuant to this Agreement, including the rights under this
Clause, may be waived only in writing.
	 
	16.	 	COUNTERPARTS
	 
	16.1	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Agreement by telecopier shall be equally as effective as delivery of an
original executed counterpart of this





ABL Loan: Account Pledge Agreement


 









 






	 	 	Agreement. Any party delivering an executed counterpart of this Agreement by telecopier also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding
effect of this Agreement.
	 
	17.	 	GOVERNING LAW AND JURISDICTION
	 
	17.1	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.
	 
	17.2	 	For any disputes arising out of or in connection with this Agreement the courts in Frankfurt
am Main, Federal Republic of Germany shall have exclusive jurisdiction. The Pledgees,
however, shall also be entitled to take legal action against the Pledgor before any other
court having jurisdiction over the Pledgor or any of the Pledgor’s assets.
	 
	18.	 	LIABILITY AND INDEMNIFICATION
	 
	18.1	 	Without extending the Collateral Agent’s liability as set forth in Section 10.09 of the
Credit Agreement, neither of the Pledgees nor the Collateral Agent shall be liable for any
loss or damage suffered by the Pledgor except for such loss or damage which is incurred as a
result of the willful misconduct or gross negligence of a Pledgee or the Collateral Agent.
	 
	18.2	 	The Pledgor shall indemnify the Pledgees and the Collateral Agent and any person appointed by
either the Pledgees or the Collateral Agent under this Agreement against any losses, actions,
claims, expenses, demands and liabilities which are incurred by or made against the Pledgees
and/ or the Collateral Agent for any action or omission in the exercise of the powers
contained herein other than to the extent that such losses, actions, claims, expenses, demands
and liabilities are incurred by or made against the Pledgees and/ or the Collateral Agent as a
result of the gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz) of the
Pledgees and/ or the Collateral Agent, as the case may be.





ABL Loan: Account Pledge Agreement


 









 






	19.	 	AMENDMENTS





Any amendment to, or modification of, this Agreement, including this Clause, shall be effective
only if made in writing, unless mandatory law provides for more stringent formal requirements.




	20.	 	ANNEXES, SCHEDULES





All Schedules to this Agreement shall form an integral part hereof.




	21.	 	SEVERABILITY
	 
	21.1	 	Should any provision of this Agreement be or become invalid or unenforceable, or should this
Agreement be accidentally incomplete or become incomplete, this shall not affect the validity
or enforceability of the remaining provisions hereof. In lieu of the invalid or unenforceable
provision or in order to remedy any incompleteness, a provision shall apply which comes as
close as possible to that which the Parties had intended or would have intended if they had
considered the matter. In the event that any Pledge granted under this Agreement shall be
impaired or be or become invalid or unenforceable this shall not affect the validity or
enforceability of any other Pledge granted under this Agreement.
	 
	21.2	 	To the extent that the Pledges have not been properly created or, where applicable, their
nominal denominations have not been made in Euro, the Pledgor undertakes that it will without
promptly (unverzüglich) cure any legal defects, make all necessary acts, and (in the event
that these legal defects render this Agreement invalid or otherwise affect the perfection and
enforceability of the security interest created thereby) re-execute this Agreement.





ABL Loan: Account Pledge Agreement


 









 











Schedule 1




List of Lenders and other Secured Parties




ABN AMRO Bank N.V., with address at 4400 Post Oak Parkway, suit 1500, Houston, TX 77027 USA




ABN AMRO Bank N.V., with address at 15th Floor, TD Waterhouse Tower, 79 Wellington
St. W, P.O. Box 114 T-D Centre, Toronto, Ontario Canada, M5K 1G8



LaSalle Bank National Association, a US company with business address at 135 South LaSalle Street,
Chicago, Illinois, USA



General Electric Capital Corporation, a company set up under the laws of Delaware, USA, with
address at 201 Merritt 7, Norwalk, CT 06851, USA



Bank of America, N.A., a company set up under the laws of the USA, with address at 300 Galleria
Parkway, Suite 800, Atlanta, Georgia 30339, USA



National City Business Credit, Inc., a company set up under the laws of Ohio, USA, with business
address at 1965 East 6th Street, 4th Floor, Cleveland, OH 4114, USA



Wachovia Bank N.A., a company set up under the laws of New York, USA, with business address at
301 S College Street, Charlotte, NC 28202-6000, USA



Lloyds TSB Commercial Finance Limited, a company set up under the laws of England and Wales, with
address at Boston House, The Little Green, Richmond, Surrey, TW9 1QE, United Kingdom



Royal Bank of Canada, a company set up under the laws of Canada, with address at 71 Queen Victoria
Street, London, EC4V 4DE, United Kingdom



Wells Fargo Foothill, LLC, a company set up under the laws of Delaware, USA, with address at 2450
Colorado Avenue, Suite 3000 West, Santa Monica, CA, 404, USA



State
of California Public Employees’ Retirement System, a company set up under the laws of the
USA, with address at 400 Q Street, Room E4800, Sacramento, CA 95814,
USA



CIT Business Credit Canada Inc., a company set up under the laws of Canada, with address at 207
Queens Quay West, Suite 700, Toronto, Ontario M5J 1AQ7, Canada



The CIT Group/Business Credit, Inc., a company set up under the laws of Delaware, USA, with address
at 11 West 42nd Street, 13th Floor, New York, NY 10036, USA



Natixis, a company set up under the laws the USA, with address at 1251 Avenue of the Americas,
34th Floor, New York, NY 10020, USA


ABL Loan: Account Pledge Agreement


 









 





RBS Business Capital, a division of RBS Asset Finance, Inc., a company set up under the
laws the USA, with address at 101 Park Avenue,
11th Floor, New York, NY 10178, USA



Siemens Financial Services, Inc., a company set up under the laws the USA, with address at 170
Wood Avenue South, Iselin, New Jersey 08830, USA



PNC Bank, National Association, a company set up under the laws of the USA, with address at One S.
Wacker Drive, Suite 2980, Chicago, IL 60606, USA



Allied Irish Banks, p.l.c., a company set up under the laws of the Republic of Ireland, with
address at 601 South Figueroa Street, Suite 4650, Los Angeles, CA 90017, USA



Citicorp North America, Inc., a company set up under the laws of Delaware, USA, with address at 2
Penns Way, Suite 110, New Castle, Delaware 19720, USA



HSBC Business Credit (USA) Inc., a company set up under the laws of the USA, with address at 1 West
39th Street, Floor 5, New York, New York 10010, USA



UPS Capital Corporation, a company set up under the laws of the USA, with address at 35 Glenlake
Parkway, NE, Atlanta, GA 30328, USA



Commerzbank AG, New York and Grand Cayman Branches, a company set up under the laws of the USA,
with address at Two World Financial Center, New York, New York, USA



Bayerische Landesbank, New York Branch, a company set up under the laws of the USA, with address at
560 Lexington Avenue, New York, New York 10022, USA



UBS AG, Stamford Branch, a company set up under the laws of Switzerland, with address at 677
Washington Boulevard, Stamford, Connecticut 06901, USA


ABL Loan: Account Pledge Agreement


 









 





SCHEDULE 2




LIST OF BANK ACCOUNTS OF PLEDGOR




List of German Bank Accounts — Novelis AG




	 	 	 	 	 	 	 	 	 
	TYPE OF	 	 	 	 	 	 	 	 
	ACCOUNT	 	JURISDICTION	 	BANK	 	ACCOUNT NUMBERS	 	CCY
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	CHF
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	EUR
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	DKK
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	SEK
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	NOK
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	GBP
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	USD
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	AUD
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE90100400000205990500
	 	CAD
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE631004000002059900501
	 	CHF
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE631004000002059900501
	 	EUR
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE631004000002059900501
	 	DKK
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE631004000002059900501
	 	SEK
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE631004000002059900501
	 	GBP
	Treasury A/C

	 	Germany
	 	Commerzbank Berlin
	 	DE631004000002059900501
	 	USD






List of Trust Accounts — Novelis AG




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank Sort	 	Account	 	 	 	 
	Ort	 	Bank	 	Code (BLZ)	 	Nr.	 	Currency	 	Owner
	Berlin

	 	Commerzbank
	 	 	100 400 00	 	 	 	205991300	 	 	EUR
	 	Novelis Germany GmbH
	Berlin

	 	Commerzbank
	 	 	100 400 00	 	 	 	205991300	 	 	CAD
	 	Novelis Germany GmbH
	Berlin

	 	Commerzbank
	 	 	100 400 00	 	 	 	205991300	 	 	CHF
	 	Novelis Germany GmbH
	Berlin

	 	Commerzbank
	 	 	100 400 00	 	 	 	205991300	 	 	DKK
	 	Novelis Germany GmbH
	Berlin

	 	Commerzbank
	 	 	100 400 00	 	 	 	205991300	 	 	GBP
	 	Novelis Germany GmbH
	Berlin

	 	Commerzbank
	 	 	100 400 00	 	 	 	205991300	 	 	SEK
	 	Novelis Germany GmbH
	Berlin

	 	Commerzbank
	 	 	100 400 00	 	 	 	205991300	 	 	USD
	 	Novelis Germany GmbH





 ABL Loan: Account Pledge Agreement


 









 






Exhibit 1
to Schedule 1 — List of other bank Accounts — Novelis AG



	 	 	 	 	 	 	 	 	 	 	 
	TYPE OF	 	 	 	 	 	 	 	 
	ACCOUNT	 	JURISDICTION	 	BANK	 	ACCOUNT NUMBERS	 	CCY
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 0492976 81 000	 	 	CHF
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 0492976 81 001	 	 	CHF
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 049297682-000	 	 	USD
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 0492976 82 010	 	 	USD
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 0492976 82 001	 	 	EUR
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 0492976 82 009	 	 	EUR
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 0492976 82 002	 	 	GBP
	Treasury A/C

	 	Switzerland
	 	Credit Suisse Zürich
	 	 	0835 0492976 82 011	 	 	GBP




ABL Loan: Account Pledge Agreement



 









 






SCHEDULE 3




NOTICE OF PLEDGE




[Letterhead of Pledgor]




	 	 	 
	From:

	 	Novelis AG
	 

	 	Bellerivestrasse 36, 8034 Zurich, Switzerland
	 
	 	 
	To:

	 	[ ]
	 

	 	[ ]
 Germany
	 
	 	 
	Date:

	 	[ ]
	 
	 	 
	Re:

	 	Accounts Nos. [ ] (the “Accounts”)






We hereby give you the notice that by a pledge agreement dated July 6, 2007 (the “Account Pledge
Agreement”) we have pledged in favor of LaSalle Business Credit, LLC (the “Collateral Agent”) and
the other pledgees set out in the Account Pledge Agreement (together with the Collateral Agent, the
“Secured Parties”) all present and future credit balances, including all interest payable, from
time to time standing to the credit on each of the above Accounts (which shall include all
sub-accounts, renewals, re-designation, replacements and extensions thereof).
 A copy of the
Account Pledge Agreement is attached hereto.



Please note that we have waived all rights of confidentiality (Bankgeheimnis) in relation to all
accounts held with you for the benefit of the Secured Parties. We hereby instruct you to provide
the Collateral Agent with all information requested by it concerning the Accounts.



Until you receive notice to the contrary from the Collateral Agent, we may continue to operate the
Account(s) and in particular may dispose of the amounts credited to the Account(s). Upon receipt
of the aforesaid notice to the contrary, you as Account Bank, shall not permit any dispositions by
us of amounts credited to the Account(s).



Please acknowledge receipt of this notice and your agreement to the terms hereof by signing the
enclosed copy and returning the same to LaSalle Business Credit, LLC,, having its business address
at 135 South LaSalle Street, Suite 425, Chicago, IL 60603, USA, fax number + 1-312-904-6450, to
the attention of Account Officer, in its capacity as Collateral Agent with a copy to ourselves.


ABL Loan: Account Pledge Agreement


 









 





Yours faithfully,




For and on behalf of

Novelis AG



ABL Loan: Account Pledge Agreement


 









 





SCHEDULE 4




FORM OF ACKNOWLEDGEMENT




Letterhead of Account Bank




	 	 	 
	From:

	 	Commerzbank AG
	 

	 	(the Account Bank)
	 
	 	 
	To:

	 	LaSalle Business Credit, LLC
	 
	 	 
	 

	 	as Collateral Agent
	 
	 	 
	 

	 	135 South LaSalle Street, Suite 425,
 Chicago, IL 60603,

USA
	 
	 	 
	 

	 	Fax:               + 1-312-904-6450
	 

	 	Attention:     Account Officer
	 
	 	 
	Copy to:

	 	Novelis AG

Bellerivestrasse 36, 8034 Zurich, 
Switzerland






Date: ( ....... )




Acknowledgement of Receipt of Notification of Pledge according to Account Pledge Agreement dated
(...) - Bank Account No. (...)



Dear Sirs,




We acknowledge receipt of the above notice and confirm that we have neither received any previous
notice of pledge relating to the Account nor are we aware of any third party rights in relation to
the Account, except of the pledges granted under the Pledge Agreement dated [Citibank] which rank
in priority before the pledges over the Account granted to the Security Agent by the Pledgor. We
have not assessed the validity of the pledge.



We hereby agree not to make any set-off or deduction from the Account or invoke any rights of
retention in relation to the Account during the existence of the pledge, other than in relation to
charges payable in connection with the maintenance of the Account or other bank charges or fees
payable in the ordinary course of business or in relation to amounts arising from the return of
direct debits or cheques credited to the above Account.


ABL Loan: Account Pledge Agreement


 









 





We agree that the pledge in our favour over the Account granted pursuant to our General Business
Conditions shall rank behind all the pledges over the Account granted to the Security Agent by the
Pledgor pursuant to the Account Pledge Agreement dated (...) of which we have been notified by the
Pledgor.



We take note of the fact that until notice to the contrary from the Security Agent to be served
to us as Account Bank, the Pledgor may continue to operate the Account and in particular may
dispose over the amounts standing to the credit of the Account.



Please send such aforesaid notice directly to




Commerzbank AG

GKE Ost

Potsdamer Str. 125

10783 Berlin

Fax: + 49 30 / 2653-2720






(duly authorised signatory of the Account Bank)   
                              



ABL Loan: Account Pledge Agreement


 









 





Signatories




	 	 	 	 	 
	Pledgor	 	 
	NOVELIS AG	 	 
	 
	 	 	 	 
	 

	 		 	 
	 	 	 
	Name:
	 	 	 	 
	Title:

	 	 	 	 




ABL Loan: Account Pledge Agreement



 









 






Signatories



Original Pledgee 1 and Collateral Agent




signing for himself and signing for and on behalf of the institutions listed in Schedule 1 on the
basis of the power of attorney granted in connection with the Credit Agreement



	 	 	 	 	 
	LASALLE BUSINESS CREDIT, LLC
	 
	 	 
	/s/ Thomas J. Brennan
	Name:
	 	 Thomas J. Brennan
	Title:

	 	FIRST VICE PRESIDENT





 ABL Loan: Account Pledge Agreement


 









 






Signatories




	 	 	 	 	 	 	 	 	 
	Original Pledgee 2	 	 	 	 	 	 
	ABN Amro Bank N.V.	 	 	 	 	 	 
	 
	 	  	 	 	 	 	 	 
	/s/ Scott Donaldson	 	 	 	/s/ J. Westrick	 	 
	Name: Scott Donaldson	 	 	 	J. Westrick	 	 
	Title: Director	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	Original Pledgee 3	 	 	 	 	 	 
	UBS SECURITIES LLC	 	 	 	 	 	 
	 
	/s/ Mary E. Evans	 	 	 	/s/ David B. Julie	 	 
	 	 	 	 	 	 	 
	Name:

	 	Mary E. Evans
	 	 	 	David B. Julie	 	 
	Title:

	 	Associate Director Banking Products Services, US
	 	 	 	Associate Director Banking Products Services, US	 	 
	 
	Original Pledgee 4	 	 	 	 	 	 
	ABN AMRO BANK N.V.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Scott Donaldson	 	 	 	/s/ J. Westrick	 	 
	Name: Scott Donaldson	 	 	 	J. Westrick	 	 
	Title: Director	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	Original Pledgee 5	 	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Stephen Y. McGehee	 	 	 	 	 	 
	Name: Stephen Y. McGehee	 	 	 	 	 	 
	Title: Senior Vice President	 	 	 	 	 	 




ABL Loan: Account Pledge Agreement


 











 





Original Pledgee 6

NATIONAL CITY BUSINESS CREDIT, INC.




	 	 	 	 	 	 	 	 	 
	/s/ Robert Bartkowski 

Name: Robert Bartkowski

	 	 
	Title: Director
	 	 
	
Original Pledgee 7

CIT BUSINESS CREDIT CANADA INC.

	 
	/s/ E. Dennis McCluskey	 	 	 	/s/ Darryl Lalach	 	 
	 	 	 	 	 	 	 
	Name:

	 	E. Dennis McCluskey
	 	 	 	Darryl Lalach, C.A.	 	 
	Title:

	 	President & CEO
	 	 	 	Treasurer & V.P. Operations	 	 
	
Original Pledgee 8

ABN AMRO INCORPORATED

	 
	/s/ David Wood 

Name: David Wood

	 	 
	Title: Managing Director
	 	 
	
Original Pledgee 9

UBS SECURITIES LLC
 
	 
	/s/ Mary E. Evans	 	 	 	/s/ David B. Julie
	 	 	 	 	 
	Name:

	 	Mary E. Evans
	 	 	 	David B. Julie
	Title:

	 	Associate Director Banking Products Services, US
	 	 	 	Associate Director Banking Products Services, US






 









 








EXHIBIT M-5




Form of

GERMAN SECURITY AGREEMENT




[See attached]




EXHIBIT M-5-1














 



 




EXECUTION COPY




NOVELIS
DEUTSCHLAND GMBH


as Assignor




and




LASALLE BUSINESS CREDIT, LLC


as Collateral Agent




 






GLOBAL ASSIGNMENT OF RECEIVABLES

AND INSURANCE CLAIMS

(GLOBALZESSION)






 






Global Assignment Agreement Novelis Deutschland GmbH








 



 


	 	 	 	 	 
	TABLE OF CONTENT	 	PAGE
	 
	1. DEFINITIONS AND LANGUAGE
	 	 	3	 
	2. ASSIGNMENT OF RECEIVABLES
	 	 	6	 
	3. ASSIGNMENT AND TRANSFER OF ANCILLARY RIGHTS
	 	 	8	 
	4. DELIVERY OF UPDATED RECEIVABLES LISTS AND INSURANCE LIST
	 	 	9	 
	5. BLANK NOTIFICATION LETTERS
	 	 	10	 
	6. ASSIGNMENT OF RECEIVABLES SUBJECT TO EXTENDED RETENTION OF TITLE
	 	 	10	 
	7. SECURED OBLIGATIONS
	 	 	11	 
	8. DISPOSALS OVER RECEIVABLES
	 	 	11	 
	9. REALISATION OF THE COLLATERAL
	 	 	11	 
	10. LIMITATION OF ENFORCEMENT
	 	 	13	 
	11. WAIVER OF ASSIGNOR’S DEFENSES AND OF SUBROGATION RIGHTS
	 	 	16	 
	12. RELEASE OF THE COLLATERAL
	 	 	16	 
	13. DURATION AND INDEPENDENCE
	 	 	17	 
	14. REPRESENTATIONS AND WARRANTIES
	 	 	18	 
	15. UNDERTAKINGS OF THE ASSIGNOR
	 	 	20	 
	16. INTERCREDITOR AGREEMENT
	 	 	21	 
	17. NOTICES
	 	 	22	 
	18. WAIVER
	 	 	23	 
	19. COUNTERPARTS
	 	 	23	 
	20. GOVERNING LAW AND JURISDICTION
	 	 	24	 
	21. LIABILITY AND INDEMNIFICATION
	 	 	24	 
	22. AMENDMENTS
	 	 	24	 
	23. ANNEXES, SCHEDULES
	 	 	24	 
	24. SEVERABILITY
	 	 	25	 
	SCHEDULE 1
	 	 	27	 
	SCHEDULE 2
	 	 	30	 
	SCHEDULE 3
	 	 	33	 




Global Assignment Agreement Novelis Deutschland GmbH








 



- 2 -


This GLOBAL ASSIGNMENT AGREEMENT (the “Agreement”) is dated July [•], 2007 and made




Between:





	(1)	 	Novelis Deutschland GmbH, a limited liability company organized under the laws of Germany,
having its business address at Hannoversche Strasse 1, 37075 Göttingen, Germany, which is
registered in the commercial register at the local court (Amtsgericht) of Göttingen under HRB
772 (the “Assignor”); and
	 
	(2)	 	LaSalle Business Credit, LLC, a corporation organized under the laws of Delaware, having its
business address 135 South LaSalle Street, Suite 425, Chicago, IL 60603, USA, (the “Collateral
Agent”).





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated as of July 6, 2007 (the “ABL Credit Agreement”) among
the ABL Loan Borrowers (as defined below), AV ALUMINUM INC., a corporation formed under the
Canada Business Corporations Act, as Parent Guarantor (“Holdings” or “Parent Guarantor”), the
other Guarantors party thereto, the Lenders party thereto, ABN AMRO BANK N.V., as
U.S./European Issuing Bank, U.S. Swingline Lender and Administrative Agent, LASALLE BUSINESS
CREDIT, LLC as Collateral Agent and Funding Agent, UBS SECURITIES LLC, as Syndication Agent,
BANK OF AMERICA N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC.,
as Documentation Agents, ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian
Issuing Bank, Canadian Funding Agent and Canadian Administrative Agent, and ABN AMRO
INCORPORATED and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookmanagers, the
lenders thereunder have agreed to grant a revolving loan (the “ABL Loan”) to the ABL
Borrowers.
	 
	(B)	 	Pursuant to a credit agreement dated as of July 6, 2007 (the “Term Loan Credit Agreement”,
together with the ABL Credit Agreement, the “Credit Agreements”) among NOVELIS INC., a
corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”),
NOVELIS CORPORATION, a Texas corporation (the “U.S. Borrower” and, together with the Canadian
Borrower, the “Term Loan Borrowers”), Holdings, the other guarantors party thereto, the
lenders party thereto, UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity,
“Term





Global Assignment Agreement Novelis Deutschland GmbH






 



- 3 -


	 	 	Loan Administrative Agent”) for the lenders, and as collateral agent (in such capacity, “Term
Loan Collateral Agent”) for the secured parties, ABN AMRO INCORPORATED and UBS SECURITIES LLC,
as joint lead arrangers and joint bookmanagers (in such capacities, “Term Loan Arrangers”),
and the other agents party thereto, the lenders thereunder have agreed to extend credit in the
form of Term Loans (the “Term Loan”, together with the ABL Loan, the “Loan”) to the Term Loan
Borrowers.






	(C)	 	The Assignor has agreed to enter into a security assignment agreement over its receivables
against customers, rights and claims pertaining to collection arrangements, the Profit and
Loss Pooling Agreement (as defined below), inter-company loans and insurance claims as
security for the Secured Parties’ respective claims against the Loan Parties under or in
connection with the Credit Agreements.
	 
	(D)	 	The Assignor, in connection with the entering into the Credit Agreements, entered into a
Receivables Purchase Agreement (as defined below) with Novelis AG.





NOW, IT IS AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	In this Agreement:
	 
	 	 	“ABL Loan Borrowers” means Novelis Inc., a corporation formed under the Canada Business
Corporations Act; Novelis Corporation, a Texas corporation; Novelis PAE Corporation, a Delaware
corporation, Novelis Finances USA LLC, a Delaware limited liability company, Novelis South America
Holdings LLC, a Delaware limited liability company; Aluminum Upstream Holdings LLC, a Delaware
limited liability company; Novelis UK Ltd, a limited liability company incorporated under the laws
of England and Wales with registered number 00279596; and Novelis AG, a stock corporation (AG)
organized under the laws of Switzerland (“Novelis AG”).
	 
	 	 	“Abstract Acknowledgment of Indebtedness” means each of (i) the Abstract Acknowledgment of
Indebtedness and Guarantee between Novelis Aluminium Holdings Company, Novelis Deutschland GmbH and
the Collateral Agent and (ii) the Abstract Acknowledgment of Indebtedness and Guarantee between
Novelis Aluminium Holdings Company, Novelis Deutschland GmbH and the Term Loan Collateral Agent.







Global Assignment Agreement Novelis Deutschland GmbH






 



- 4 -








	 	 	“Aged Debtor List” means, for each Receivable, the aggregate face amount of such Receivables, the
identification number of the relevant account debtor, the date and number of the related invoices
and the order confirmation number for each related invoice, the due date of payments to be made by
the relevant account debtor under the related invoices, the face amount of such Receivable, the
name and address of each relevant account debtor, organized in numerical order by identification
number and, upon request of the Collateral Agent, related Supply Contracts and purchase orders.
	 
	 	 	“Blank Notification Letter” means a blank notification letter in the form set out in Schedule 1
(Blank Notification Letter).
	 
	 	 	“Borrowers” means collectively the ABL Loan Borrowers and the Term Loan Borrowers.
	 
	 	 	“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general
business in New York City, New York and Frankfurt am Main.
	 
	 	 	“Event of Default” means any Event of Default as defined in the ABL Credit Agreement and any Event
of Default as defined in the Term Loan Agreement.
	 
	 	 	“Loan Parties” shall comprise the Loan Parties as defined in the ABL Credit Agreement and the Loan
Parties as defined in the Term Loan Agreement.
	 
	 	 	“Parties” means the Assignor and the Collateral Agent.
	 
	 	 	“Permitted Lien” has the meaning given to such term in the ABL Credit Agreement.
	 
	 	 	“Profit and Loss Pooling Agreement” means the profit and loss pooling agreement initially entered
into by Alcan Deutschland Holdings GmbH & Co. KG and the Assignor, dated November 20, 2002
(notarial deed number 52/2002 of notary Prof. Dr. Alexander Riesenkampff) which was transferred by
operation of law from Alcan Deutschland Holdings GmbH & Co. KG to Novelis Aluminium Holdings
Company, an Irish limited liability company (“NAHCO”) in connection with a share transfer and
withdrawal agreement dated December 15, 2004 and which now continues to be in existence between
NAHCO and the Assignor.
	 
	 	 	“Receivables Purchase Agreement” means the agreement between the Assignor and Novelis AG dated July
6, 2007 pursuant to which certain receivables owned or to be created by the Assignor under certain
of its supply contracts have been sold and assigned to Novelis AG by way of a true sale.
	 
	 	 	“Secured Obligations” shall comprise (I) (a) obligations of the ABL Loan Borrowers and the other
Loan Parties from time to time arising under or in respect of the due and punctual payment of (i)
the principal of and premium, if any, and interest (including







Global Assignment Agreement Novelis Deutschland GmbH






 



- 5 -


	 	 	interest accruing (and interest that would have accrued but for such proceeding) during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, if allowed in
such proceeding) on the ABL Loan, when and as due, whether at maturity, by acceleration, upon one
or more dates set for prepayment or otherwise, (ii) each payment required to be made by the ABL
Loan Borrowers and the other Loan Parties under the ABL Credit Agreement in respect of any Letter
of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest
thereon and obligations to provide cash collateral and (iii) all other monetary obligations,
including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), of the ABL Loan Borrowers and the other Loan Parties under the ABL Credit
Agreement and the other Loan Documents and (b) the due and punctual payment of all obligations of
the ABL Loan Borrowers and the other Loan Parties (including overdrafts and related liabilities)
under each Treasury Services Agreement entered into with any counterparty that is a Secured Party
(for purposes of clause (I) “Loan Parties”, “Letter of Credit”, “Reimbursement Obligations”, Loan
Documents” and “Treasury Services Agreement” have the meaning set forth in the ABL Credit
Agreement) and (II) (a) obligations of the Term Loan Borrowers and the other Loan Parties from time
to time arising under or in respect of the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing (and interest that would have accrued
but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, if allowed in such proceeding) on the Term Loan, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all
other monetary obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Term Loan Borrowers and the other Loan
Parties under the Term Loan Agreement and the other Loan Documents, and (b) the due and punctual
payment of all obligations of the Term Loan Borrowers and the other Loan Parties under each Hedging
Agreement entered into with any counterparty that is a Secured Party (for purposes of clause (II)
“Loan Parties”, “Loan Documents” and “Hedging Agreements” have the meaning set forth in the Term
Loan Agreement).






	 	 	“Secured Parties” means all Secured Parties as defined in the ABL Credit Agreement and all Secured
Parties as defined in the Term Loan Credit Agreement.







Global Assignment Agreement Novelis Deutschland GmbH






 



- 6 -








	 	 	 	“Supply Contract” means any and all contracts, instruments, agreements, invoices, notes or other
writings (including an agreement evidenced by a purchase order or similar document) of, to or
involving the supply of goods, merchandise or services by the Assignor.
	 
	 	1.2	 	Capitalized terms not otherwise defined in this Agreement shall have the same meaning as given
in the ABL Credit Agreement.
	 
	 	1.3	 	Unless otherwise indicated, the definition of a term in the singular shall include the
definition of such term in the plural and vice versa.
	 
	 	1.4	 	This Agreement is made in the English language. For the avoidance of doubt, the English
language version of this Agreement shall prevail over any translation of this Agreement. However,
where a German translation of a word or phrase appears in the text of this Agreement, the German
translation of such word or phrase shall prevail.
	 
	 	1.5	 	Any reference in this Agreement to a “Clause”, “Sub-clause” or a “Schedule” shall, subject to
any contrary indication, be construed as a reference to a clause, sub-clause or schedule hereof.



	 
	2.	 	ASSIGNMENT OF RECEIVABLES
	 
	2.1.	 	Subject to Section 2.2, the Assignor hereby assigns (tritt ab) to the Collateral Agent:






	 	2.1.1	 	all present and future amounts due from any party to the Assignor pursuant to, or under, a
Supply Contract, including VAT and late payment interest and penalties;
	 
	 	2.1.2	 	any and all present and future rights and claims of the Assignor under any present or future
collection arrangements including, without limitation those listed in Exhibit 1 to Schedule
2 hereof (the “Collection Arrangements”) in respect of receivables against collection agents
(the “Collection Arrangement Receivables”);





Global Assignment Agreement Novelis Deutschland GmbH






 



- 7 -








	 	2.1.3	 	any and all present and future, actual and contingent, monetary claims of the Assignor under or in
connection with the Profit and Loss Pooling Agreement (the “PLPA Receivables”);
	 
	 	2.1.4	 	any and all present and future, actual and contingent monies owed to the Assignor by any
affiliate (including, without limitation, any claims vis-à-vis Aluminium Norf Gesellschaft mit
beschränkter Haftung, a German limited liability company, registered with the commercial register
of the local court (Amtsgericht) of Neuss under HRB 1271) under any and all inter-company loan
agreements or other comparable financing transactions (including, without limitation, those listed
(purely for purposes of evidence) in Exhibit 2 to Schedule 2) (collectively the
“Inter-Company Loans”);
	 
	 	2.1.5	 	all claims arising under the insurance contracts specified in Schedule 3 (the
“Insurance Contracts List”), with the exception of claims arising under insurance contracts of
which the beneficiary is a third party (for example, third party liability insurance
(Haftpflichtversicherung)) (the “Excluded Claims”);
	 
	 	2.1.6	 	all present, future, actual or contingent claims, other than the Excluded Claims, owed to the
Assignor under any present or future insurance contract (including, but not limited to the
insurance contracts listed in the Insurance Contract List); and
	 
	 	2.1.7	 	all claims transferred to the Assignor by any third party and arising from any of the legal
grounds (Rechtsgrund) set out under Clause 2.1.6.






	 	 	The present and future receivables set out in this Clause 2.1, except for the Excluded Receivables,
are in this Agreement referred to as the “Receivables”.
	 
	2.2	 	The assignment under Section 2.1 does not extend to any and all of the claims and rights that
are assigned by the Assignor to Novelis AG under the Receivables Purchase Agreement (the “Excluded
Receivables”). Any rights that are not effectively transferred thereunder, whether as a result
of a termination of the Receivables Purchase Agreement or otherwise, shall, however, remain and be
assigned to the Collateral Agent under this Agreement.
	 
	2.3	 	The Collateral Agent hereby accepts the assignment of the Receivables.




Global Assignment Agreement Novelis Deutschland GmbH








 



- 8 -








	2.4	 	Subject to Clause 8.1, the present Receivables existing at the date of this Agreement shall pass to
the Collateral Agent on the date of this Agreement and any future Receivables shall pass to the
Collateral Agent on the date such Receivables come into existence or are acquired by the Assignor
(whichever is earlier in time).
	 
	2.5	 	In the event that the Assignor maintains or will maintain a current account arrangement
(Kontokorrent) with any debtor of the Receivables, the assignment by the Assignor includes all
claims from any existing or future current account balances, the right to determine and demand
payment of the net balance and the right to terminate the current account relationship. The
Assignor shall not enter into any further current account arrangements without the prior written
consent of the Collateral Agent, except for such current account arrangements in which the Assignor
can demand payment of the net balance at any time.
	 
	2.6	 	If payments in respect of the Receivables are made by cheque or bill of exchange, the ownership
in the documents shall pass to the Collateral Agent upon the respective Assignor acquiring such
ownership, and the Assignor hereby assigns to the Collateral Agent in advance any of its rights
arising therefrom as security for the Secured Obligations. Physical delivery of cheques and bills
of exchange to the Collateral Agent shall be replaced by an undertaking of the Assignor to hold
such cheques and bills of exchange in gratuitous custody (unentgeltliche Verwahrung) for the
Collateral Agent or, if the Assignor does not obtain actual possession of such documents, the
Assignor hereby assigns to the Collateral Agent in advance all of its claims for delivery thereof
against third parties as security for the Secured Obligations.
	 
	3.	 	ASSIGNMENT AND TRANSFER OF ANCILLARY RIGHTS
	 
	3.1	 	All collateral securing the Receivables, any other ancillary rights in relation to the
Receivables and all rights arising out of or in connection with the transactions underlying the
Receivables (collectively the “Ancillary Rights” and collectively with the Receivables, the
“Collateral”) shall hereby be transferred to the Collateral Agent upon the assignment as of the
date specified in Clause 2.4, to the extent such rights are not automatically transferred to the
Collateral Agent by operation of Section 401 of the German Civil Code (Bürgerliches Gesetzbuch).
	 
	3.2	 	Upon request of the Collateral Agent, the Assignor shall take all reasonable actions and make
all declarations to transfer the Ancillary Rights held by the Assignor to the Collateral Agent.







Global Assignment Agreement Novelis Deutschland GmbH






 



- 9 -








	4.	 	DELIVERY OF UPDATED RECEIVABLES LISTS AND INSURANCE LIST
	 
	4.1	 	The Assignor shall deliver to the Collateral Agent on the date hereof and subsequently upon
request and, in any event, on each Reconciliation Date, an updated list of Receivables (the
“Updated Receivables List”). The Assignor shall further deliver Aged Debtor’s Lists; the first Aged
Debtor’s List, if it has not been provided before, shall be delivered by the Assignor within thirty
(30) days hereof and thereafter Aged Debtor Lists shall be delivered by the Assignor to the
Collateral Agent upon the request of the Agent and, in any event, at least annually.
	 
	4.2	 	The Updated Receivables List shall be delivered in the same form as the Receivables List set
out in Schedule 2 (Receivables List).
	 
	4.3	 	Each delivery of an Updated Receivables List and an Aged Debtor’s List by the Assignor shall
constitute an agreement as to the transfer (Abtretung) of the Receivables listed in such Updated
Receivables List and the Aged Debtor’s List, as the case may be. The Updated Receivables List and
the Aged Debtor’s List shall be delivered by email, or by an electronic data carrier (in such form
as agreed between the Collateral Agent and Assignor).
	 
	4.4	 	For the sake of clarification, the transfer under Clause 4.3 shall in no way limit the
generality of the assignment under Clause 2. In particular, if for any reason whatsoever any
Receivable has not been listed in the Updated Receivables List or the Aged Debtor’s List, then the
assignment of the Receivables under Clause 2 shall not be affected thereby.
	 
	4.5	 	Upon the occurrence of an Event of Default, the Assignor shall upon the request of the
Collateral Agent deliver to the Collateral Agent an Updated Receivables List and Aged Debtor’s
List.
	 
	4.6	 	To the extent the Assignor has instructed a third party with its bookkeeping or data
processing, it hereby authorizes the Collateral Agent to obtain the Updated Receivables Lists
directly from such third party in its own name and at the Assignor’s costs. Assignor’s obligation
to deliver the Updated Receivables List personally shall not be affected hereby.







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	4.7	 	The Assignor may deliver any Updated Receivables Lists on a CD-ROM as a Microsoft Excel file or
any other readable and compatible electronic medium satisfactory to the Collateral Agent.






	5.	 	BLANK NOTIFICATION LETTERS
	 
	5.1	 	The Assignor hereby authorizes the Collateral Agent to notify any debtor on its behalf of the
assignment of the Receivables. Subject to the provisions in the Receivables Purchase Agreement and
other agreements involving the parties that relate to the notification of debtors, the Collateral
Agent shall make use of such authorization only after any of the events described in Clause 9.1
below has occurred.
	 
	5.2	 	The Assignor shall hand over to the Collateral Agent no later than 10 Business Days after the
execution of this Agreement 20 (in words: twenty) duly signed Blank Notification Letters. The
Collateral Agent is permitted to copy any Blank Notification Letters signed by the Assignor and to
use such copy in order to notify the debtors pursuant to Clause 5.1.
	 
	6.	 	ASSIGNMENT OF RECEIVABLES SUBJECT TO EXTENDED RETENTION OF TITLE
	 
	6.1	 	If Receivables are subject to extended retention of title
arrangements (verlängerter
Eigentumsvorbehalt), the assignment of such Receivables to the Collateral Agent shall only become
effective upon extinction of the respective retention of title arrangements. As long as any person
is only partly entitled to Receivables as a result of such person’s retention of title
arrangements, the assignment of such Receivables to the Collateral Agent hereunder shall be limited
to that part of the Receivables to which the Assignor is the holder. The other part of the
Receivables will transfer to the Collateral Agent at such time as that part is no longer subject to
any such retention of title arrangements.
	 
	6.2	 	The Assignor hereby assigns to the German Agent, who accepts such assignments, its respective
rights to reassignment of those Receivables that are assigned to a person on the basis of retention
of title arrangements as well as any contingent claims to the transfer of all proceeds paid out to
such person, together with all rights pertaining thereto. The same applies to any possible
inchoate right (Anwartschaftsrecht) with respect to the assignment of any Receivables that is
subject to a condition subsequent (auflösende Bedingung).





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	6.3	 	Upon the time at which the Collateral Agent may revoke the authorization under Clause 8.1 the
Collateral Agent shall be entitled to extinguish any retention of title arrangements by satisfying
the holder thereof.
	 
	7.	 	SECURED OBLIGATIONS
	 
	 	 	The security created hereunder secures the payment of (a) all Secured Obligations of the Borrowers
and the other Loan Parties owed to any of the Secured Parties, and (b) the obligations of the
Assignor or Novelis Aluminium Holding Company, an entity under the laws of Ireland, under the
Abstract Acknowledgements of Indebtedness. The assignment shall also cover any future extension of
the Secured Obligations and the Assignor herewith expressly agrees that the assignment shall secure
the Secured Obligations as extended or increased from time to time.
	 
	8.	 	DISPOSALS OVER RECEIVABLES
	 
	8.1	 	In relation to the debtors, the Assignor shall be authorized
(ermächtigt) to collect
(einziehen) the Receivables in its ordinary course of business, and to exercise the Ancillary
Rights. The Collateral Agent shall be entitled to revoke the authorization granted under this
Clause 8.1 at any time after any of the events described in Clauses 9.1 and 9.5, or if any of the
Termination Events (as defined in Section 5.9 of the Receivables Purchase Agreement) has occurred.
	 
	8.2	 	Except for the existing Collection Arrangements, the selling of Receivables by way of a sale
factoring transaction regardless of whether on a recourse or on a
non-recourse basis (unechtes und
echtes Factoring) and similar types of transactions, including but not limited to securitizations,
requires the Collateral Agent’s prior written consent, not to be unreasonably withheld. This does
not apply to a sale under the Receivables Purchase Agreement to the extent the Assignor is entitled
to sell and transfer Receivables thereunder pursuant to Clause 8.1. For the avoidance of doubt, any
further restrictions imposed under the Loan Documents shall remain unaffected thereby.
	 
	9.	 	REALISATION OF THE COLLATERAL
	 
	9.1	 	The Collateral shall become immediately enforceable if an Event of Default is continuing and
the Collateral Agent gives notice to the Assignor that the Collateral in question is enforceable.
After the Collateral has become enforceable, the Collateral







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	 	 	Agent may in its absolute discretion enforce all or any part of this Collateral in any manner it
sees fit.






	9.2	 	Upon revocation of the authorization granted pursuant to Clause 8.1 above, the Assignor shall
be obligated, upon request of the Collateral Agent, to notify debtors, borrowers under
Inter-Company Loans and insurers of the assignment in writing substantially in the form of Schedule 1.
	 
	9.3	 	The realization (Verwertung) of the Collateral (or any part thereof) shall not require a prior
court ruling or any other enforceable title (vollstreckbarer Titel).
	 
	9.4	 	The Collateral Agent shall be entitled to realize the Collateral - either in whole or in part -
in any legally permissible manner, in particular by collecting the Receivables.
	 
	9.5	 	The Collateral Agent shall give the Assignor at least ten (10) Business Days prior written
notice (Androhung) of the intention to realize any of the Collateral (the “Realization Notice”).
Such Realization Notice is not necessary if the observance of the notice period will materially
adversely affect the security interests of the Collateral Agent. Such Realization Notice shall in
particular not be required, if:






	 	9.5.1	 	the Assignor or any of the Borrowers ceases to make payments to third parties generally
(“seine Zahlungen einstellt” within the meaning of Section 17 (2), Sentence 2 of the German
Insolvency Regulation (Insolvenzordnung));
	 
	 	9.5.2	 	the Assignor or any of the Borrowers becomes over-indebted (“überschuldet” within the meaning
of Section 19 of the German Insolvency Regulation), or illiquid (“zahlungsunfähig” within the
meaning of Section 17 of the German Insolvency Regulation), or its illiquidity is
imminent (“drohende Zahlungsunfähigkeit” within the meaning of Section 18 of the German
Insolvency Regulation);
	 
	 	9.5.3	 	the Assignor or any of the Borrowers files an application for the institution of insolvency
proceedings or similar proceedings over its assets;
	 
	 	9.5.4	 	any third party files an application for the institution of insolvency proceedings or
similar proceedings over the assets of the Assignor or any of the Borrowers, provided such
application is not unfounded (unbegründet); or







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	 	9.5.5	 	a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency
administrator (Insolvenzverwalter) or any similar kind of receiver, liquidator or administrator has
been appointed over the assets of the Assignor or any of the Borrowers.






	9.6	 	The Realization Notice pursuant to the first sentence of Clause 9.5 may be given to the
Assignor at the same time any notice of acceleration in relation to any of the Secured Obligations
is given to the Borrower.
	 
	9.7	 	If the Collateral Agent decides not to enforce all of the Collateral, it shall be entitled to
determine, in its sole discretion, which part of the Collateral shall be realized.
	 
	9.8	 	The Collateral Agent may take all measures and enter into all agreements with debtors of the
Assignor or any third-party creditor which it considers reasonably necessary or expedient in
connection with the realization of the Collateral taking into account the legitimate interest of
the Assignor.
	 
	9.9	 	For the purpose of realizing the Collateral, the Assignor shall, upon the Collateral Agent’s
request, promptly (unverzüglich) furnish the Collateral Agent with all documents of title and other
relevant documents held by the Assignor and shall render all assistance which is necessary or
expedient in respect of the realization of the Collateral.
	 
	9.10	 	Following the realization of all or part of the Collateral, the net proceeds (net proceeds
shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations.
	 
	10.	 	LIMITATION OF ENFORCEMENT
	 
	10.1	 	Subject to Clause 10.2 through Clause 10.5 below, the Collateral Agent shall not enforce the
Collateral to the extent (i) the Collateral secures obligations of one of the Assignor’s
shareholders or of an affiliated company (verbundenes Unternehmen) of a shareholder within the
meaning of Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than a Subsidiary
of the Assignor or the Assignor itself), and (ii) the enforcement of the Collateral for such
obligations would reduce, in violation of Section 30 of the German Limited Liability Companies Act
(GmbHG), the net assets (assets minus liabilities minus provisions and liability reserves
(Reinvermögen), in each case as calculated in accordance with generally accepted accounting
principles in Germany (Grundsätze ordnungsmäßiger Buchführung) as consistently applied by the





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	 	 	Assignor in preparing its unconsolidated balance sheets (Jahresabschluß gemäß § 42 GmbHG, ff 242,
264 HGB)) of the Assignor to an amount that is insufficient to maintain its registered share
capital (Stammkapital) (or would increase an existing shortage in its net assets below its
registered share capital); provided that for the purpose of determining the relevant registered
share capital and the net assets, as the case may be:






	 	10.1.1	 	the amount of any increase of the Assignor’s registered share capital (Stammkapital)
implemented after the date of this Agreement that is effected without the prior written consent of
the Collateral Agent shall be deducted from the registered share capital of the Assignor;
	 
	 	10.1.2	 	any loans provided to the Assignor by a direct or indirect shareholder or an affiliate
thereof (other than a Subsidiary of the Assignor) shall be disregarded and not accounted for as a
liability to the extent that such loans are subordinated or are considered subordinated under
Section 32a GmbHG;
	 
	 	10.1.3	 	shareholder loans, other loans and contractual obligations and liabilities incurred by the
Assignor in violation of the provisions of any of the Loan Documents shall be disregarded and not
accounted for as liabilities;
	 
	 	10.1.4	 	any assets that are shown in the balance sheet with a book value that, in the opinion of the
Collateral Agent, is significantly lower than their market value and that are not necessary for
the business of the Assignor (nicht betriebsnotwendig) shall be accounted for with their market
value; and
	 
	 	10.1.5	 	the assets of the Assignor will be assessed at liquidation values
(Liquidationswerte) if, at the time the managing directors prepare the balance sheet in accordance
with paragraph (b) below and absent the demand a positive going concern prognosis (positive
Fortbestehensprognose) cannot be established.






	10.2	 	The limitations set out in Clause 10.1 only apply:






	 	10.2.1	 	if and to the extent that the managing directors of the Assignor have confirmed in writing
to the Collateral Agent within ten (10) Business Days of receipt of the Realization Notice or the
commencement of enforcement under this Agreement the value of the Collateral which cannot be
enforced without causing the net assets of the Assignor to fall below its registered share capital,





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	 	 	 	or increase an existing shortage in net assets below its registered share capital (taking into
account the adjustments set out above) and such confirmation is supported by a current balance
sheet and other evidence satisfactory to the Collateral Agent and neither the Collateral Agent nor
any of the Secured Parties raises any objections against that confirmation within five (5) Business
Days after its receipt; or






	 	10.2.2	 	if, within twenty (20) Business Days after an objection under paragraph (A) has been raised
by the Collateral Agent or a Secured Party, the Collateral Agent receives a written audit report
(“Auditor’s Determination”) prepared at the expense of the Assignor by a firm of auditors of
international standing and reputation that is appointed by the Assignor and reasonably acceptable
to the Collateral Agent, to the extent such report identifies the amount by which the net assets of
the Assignor are necessary to maintain its registered share capital as at the date of the
Realization Notice or the commencement of enforcement (taking into account the adjustments set out
above). The Auditor’s Determination shall be prepared in accordance with generally accepted
accounting principles applicable in Germany (Grundsätze ordnungsgemäßer Buchführung) as
consistently applied by the Assignor in the preparation of its most recent annual balance sheet.
The Auditor’s Determination shall be binding for all Parties except for manifest error.






	10.3	 	In any event, the Collateral Agent, for and on behalf of the Secured Parties, shall be
entitled to enforce the Collateral up to those amounts that are undisputed between them and the
Assignor or determined in accordance with Clause 10.1 and Clause 10.2. In respect of the exceeding
amounts, the Secured Parties shall be entitled to further pursue their claims (if any) and the
Assignor shall be entitled to provide that the excess amounts are necessary to maintain its
registered share capital (calculated as at the date of the Realization Notice or the commencement
of enforcement and taking into account the adjustments set out above). The Secured Parties are
entitled to pursue those parts of the Collateral that are not enforced by operation of Clause 10.1
above at any subsequent point in time. This Clause 10 shall apply again as of the time such
additional enforcements are made.






	10.4	 	Should it become legally permissible for managing directors of a German GmbH (Gesellschaft mit
beschränkter Haftung, Limited Liability Company) to enter into guarantees in support of obligations
of their shareholders without limitations, the limitations set forth in Clause 10.1 shall no longer
apply. Should any such guarantees become subject to legal restrictions that are less stringent than
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	 	 	in Clause 10.1 above, such less stringent limitations shall apply. Otherwise, Clause 10.1 shall
remain unaffected by changes in applicable law.






	11.	 	WAIVER OF ASSIGNOR’S DEFENSES AND OF SUBROGATION RIGHTS
	 
	11.1	 	The Assignor hereby waives all defenses against enforcement that may be raised on the basis of
potential avoidance (Anfechtbarkeit) and set-off (Aufrechenbarkeit) of the Secured Obligations.
This waiver shall not apply to a set-off with counterclaims that are (i) uncontested (unbestritten)
or (ii) based on a binding non- appealable court decision (rechtskräftig festgestellt).
	 
	11.2	 	If the Collateral is enforced, or if the Assignor has discharged any of the Secured
Obligations (or any part of them), no rights of the Secured Parties shall pass to the Assignor by
subrogation or otherwise. Further, the Assignor shall not at any time before, on or after an
enforcement of the Collateral and as a result of the Assignor entering into this Agreement, be
entitled to demand indemnification or compensation from any Borrower, Guarantor or any of its
affiliates or to assign any of these claims.
	 
	12.	 	RELEASE OF THE COLLATERAL
	 
	12.1	 	Upon full and final satisfaction of all Secured Obligations, the Collateral Agent shall at the
cost and expense of the Assignor retransfer the Collateral to Assignor and surrender the surplus
proceeds, if any, resulting from any realization of the Collateral to the Assignor. This shall not
apply to the extent that the Collateral Agent has to surrender the Collateral or such proceeds to a
third party who is entitled to the Collateral or to such proceeds.
	 
	12.2	 	Prior to the full and final satisfaction of all the Secured Obligations, the Collateral Agent
shall only be obligated to release or surrender the Collateral or any part thereof and/or the
surplus proceeds, if any, resulting from any realization of the Collateral, if and to the extent,
applicable law of the Federal Republic of Germany requires such release. If the Collateral Agent is
required to release collateral under applicable law of the Federal Republic of Germany, it may,
however, decide, in its reasonable discretion, to release other collateral than the Collateral in
order to comply with such requirement.
	 
	12.3	 	In addition to those valuation procedures stated in any other document constituting security
interests in respect of the Secured Obligations, the Assignor and the Collateral Agent agree that
solely for the purpose of determining the realizable value







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	 	 	of the Collateral the following valuation procedures shall apply: Purely for purposes of
calculating the realizable value of Receivables, such Receivables which (i) are subject to a
prohibition on assignment or require third party consent, (ii) are subject to set-off or to a
defense because of non-performance or partial performance of the underlying contractual obligation
or (iii) are governed by a law other than German law and have not been validly assigned to the
Collateral Agent under such law shall not be taken into account. Receivables (other than the
aforementioned) and Inter-Company Loans shall be valued at their nominal value minus 10% to account
for the risk of non-recovery, provided, however, that the Assignor or the Collateral Agent may
demand a reassessment of the realizable value of all or part of the Collateral if in their
reasonable opinion there have been material changes (which are not temporary changes) with respect
to the value of all or part of the Collateral which justify such reassessment. Where no realizable
value of the Collateral is determined hereunder, the Assignor or the Collateral Agent may demand
that an agreement on valuation of such Collateral for the purpose hereof is reached whereby the
Assignor and the Collateral Agent shall base such valuation on the fair market value of such
Collateral and shall take account in such assessment of any risk of a change in realizable value of
such Collateral and of any loss on forced disposal of such Collateral by making reasonable
deductions therefore.






	13.	 	DURATION AND INDEPENDENCE
	 
	13.1	 	In no event shall the Collateral be released before and unless all Secured Obligations have
been fully and finally discharged and there is no amount outstanding under the Secured Obligations,
whether for principal, interest, fees or other costs, expenses, charges or otherwise.
	 
	13.2	 	The Collateral shall provide a continuing security and, to the largest extent possible under
applicable law, no change or amendment whatsoever in and to the Secured Obligations and to any
document related to the Secured Obligations shall affect the validity of this Agreement nor shall
it limit the obligations which are imposed on the Assignor hereunder.
	 
	13.3	 	This Agreement is in addition to, and independent of, any other security or guarantee the
Collateral Agent may now or hereafter hold in respect of the Secured Obligations. None of such
security or guarantee shall prejudice, or shall be prejudiced by, the Collateral in any way.












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	14.	 	REPRESENTATIONS AND WARRANTIES
	 
	14.1	 	The Assignor represents and warrants (sichert zu) to the Collateral Agent by way of an
independent guarantee (selbständiges Garantieversprechen) that:






	 	14.1.1	 	The Profit and Loss Pooling Agreement is in full force and effect between NAHCO and the
Assignor in the form set forth in the notarial deed number 52/2002 of notary public Prof. Dr.
Alexander Riesenkampff, as executed on December 02, 2002, and has not been terminated; and there
are no shareholder resolutions or agreements amending the Profit and Loss Pooling Agreement and no
side agreements with respect to the Profit and Loss Pooling Agreement.
	 
	 	14.1.2	 	The execution and performance hereof do not and will not (i) violate any provision of law or
the articles of association of the Assignor, any order of any court or governmental agency to which
it is bound, (ii) violate in a material way any provision of any agreement or other instrument to
which any of the Assignor is bound, (iii) be in conflict with, result in a breach of or constitute
(with notice or lapse of time or both) a default under any such agreement or other instrument, or
(iv) result in the creation or imposition of any lien upon any property or assets of any of the
Assignor, except for liens created hereby.
	 
	 	14.1.3	 	As long as this Agreement remains in force, the obligations of the Assignor hereunder are
legal, valid, binding and enforceable against the Assignor in accordance with their terms, subject
to any qualification in any legal opinion rendered in relation thereto by the law firm of Noerr
Stiefenhofer Lutz on or about the date of this Agreement.
	 
	 	14.1.4	 	No consents, licenses, approvals or authorizations of, registrations with or declarations to
any governmental authority are required in connection with the execution and performance hereof
(other than any governmental authority that is a third party debtor of the Assignor).
	 
	 	14.1.5	 	The Assignor is the unrestricted and legal owner of the Receivables and has the valid rights
in and good title to the Collateral and, except for Receivables under Clause 2.1.1, may freely
dispose of the claims assigned under this Agreement and has full power and authority (corporate and
otherwise) to grant to the Collateral Agent the security interest in the Collateral and to execute
and perform its obligations in accordance with the terms hereof, without the consent or approval of
any other person, except for consent requirements or





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	 	 	 	prohibitions of assignments contained in standard terms and conditions of insurance companies being
subject to Section 354a of the German Commercial Code (HGB).






	 	14.1.6	 	Save for Permitted Liens it is the unrestricted legal and economic owner of the Receivables
specified in the Receivables List and the Insurance Contract List as at the date specified on such
list;
	 
	 	14.1.7	 	Except as permitted under the Credit Agreements, the Receivables specified in the
Receivables List and the Insurance Contract List are free from any right, claim, title, interest,
pledge, lien or charge whatsoever or other encumbrances or any other third party rights as at the
date specified on such list.
	 
	 	14.1.8	 	The Security Interest created hereby constitutes a valid security interest in the Collateral
enforceable against the Assignor and third parties, and to the Assignor’s best knowledge no
counterclaims as to which a right to set-off or a right of retention could be exercised exist to
date except in the ordinary course of business and not exceeding the amount of 3% of the nominal
value of the assigned Receivables or as otherwise permitted in accordance with the terms of the
Credit Agreement, subject to any qualification in any legal opinion rendered in relation thereto by
the law firm of Noerr Stiefenhofer Lutz on or about the date of this Agreement.
	 
	 	14.1.9	 	At the date hereof it has not ceased payments within the meaning of Section 17 (2), Sentence 2 of the German Insolvency Regulation (Insolvenzordnung), nor is it
over-indebted within the meaning of Section 19 of the German Insolvency Regulation, of in terms of
the German generally accepted accounting principles (Grundsätze ordnungsmäßiger Buchführung); nor
is it illiquid within the meaning of Section 17 of the German Insolvency Regulation, nor is its
illiquidity imminent within the meaning of Section 18 of the German Insolvency Regulation.
	 
	 	14.1.10	 	The Assignor has its “centre of main interest” (as that term is used in Article 3(1) of
The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings in
its jurisdiction of incorporation.






	14.2	 	The Assignor represents and warrants to the Collateral Agent in the form of an independent
guarantee (selbständiges Garantieversprechen) that at the date set out on





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	 	 	the Receivables List it has no other substantial receivables than those set out herein except for
receivables sold under the Receivables Purchase Agreement.






	15.	 	UNDERTAKINGS OF THE ASSIGNOR





The Assignor undertakes towards the Collateral Agent and the Secured Parties:





	15.1	 	to promptly (unverzüglich) inform the Collateral Agent of the conclusion of new insurance
contracts;
	 
	15.2	 	except as to the Receivables sold and assigned under the Receivables Transfer Agreement, not
to create or permit to subsist any encumbrance over any of the Receivables, or do or permit to be
done, anything which is reasonably expected to jeopardize or otherwise directly prejudice the
existence, validity or enforceability of the security created hereunder, except as permitted under
the Credit Agreements;
	 
	15.3	 	not to terminate, amend or modify the Profit and Loss Pooling Agreement without the prior
written consent of the Collateral Agent;
	 
	15.4	 	to furnish to the Collateral Agent such information concerning the Receivables as is available
to the Assignor and as the Collateral Agent may reasonably request for the evaluation or collection
of the claims, and upon occurrence of any of the events described in Clause 10.1 and notice being
given to the Assignor, to permit the Collateral Agent and its designees to inspect, audit and make
copies of and extracts from all records and all other papers in the possession of Assignor which
pertain to the Receivables, and upon the reasonable request of the Collateral Agent, to deliver
copies of all such records and papers;
	 
	15.5	 	to inform the Collateral Agent promptly upon gaining knowledge of any attachments (Pfändungen)
of third parties that relate to the Receivables or any other third-party measures, except for the
creation of Permitted Liens, which impair or jeopardize the Collateral. In the event of any such
attachment, the Assignor shall provide the Collateral Agent with a copy of the attachment and/or
transfer order (Pfändungs-und/oder überweisungsbeschluss) and any other documents which the
Collateral Agent requests that are necessary or expedient for a defense against such attachment. In
addition, the Assignor shall inform the third party promptly (unverzüglich) in writing of the
Collateral Agent’s security interest and render to the Collateral Agent all assistance required or
expedient to defend the Receivables. All costs and expenses reasonably incurred for defense
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	 	 	the Assignor. This shall also apply to the institution of legal action which the Collateral Agent
considers necessary;






	15.6	 	if the documents, books, records or electronic data systems evidencing Receivables are in the
direct possession of a third party, to instruct such third party to allow the Collateral Agent to
have access to those documents, books, records and electronic data systems.
	 
	15.7	 	to ensure that the Collateral Agent is furnished with an insurance certificate
(Sicherungsschein or Sicherungsbestätigung) for each of the insurances maintained for the account
of the Collateral Agent.
	 
	15.8	 	to execute and do all such assurances, acts and things at its own expense, as the Collateral
Agent may reasonably require






	 	15.8.1	 	for perfecting or protecting the security and the first priority thereof, where applicable,
under this Agreement; and
	 
	 	15.8.2	 	in the case of the enforcement of security, to facilitate the realization of all or any part
of the Collateral which is subject to this Agreement and the exercise of all powers, authorities
and discretions vested in the Collateral Agent.






	16.	 	INTERCREDITOR AGREEMENT




Notwithstanding anything herein to the contrary, the Collateral granted to the Collateral Agent,
for the benefit of the Secured Parties and the exercise of any right or remedy by the Collateral
Agent and the other Secured Parties hereunder are subject to the provisions of the intercreditor
agreement, dated as of July 6, 2007 (the “Intercreditor Agreement”), among Novelis Inc., a
corporation formed under the Canada Business Corporations Act, Novelis Corporation, a Texas
corporation, Novelis PAE Corporation, a Delaware corporation, Novelis Finances USA LLC, a Delaware
limited liability company, Novelis South America Holdings LLC, a Delaware limited liability
company, Aluminum Upstream Holdings LLC, a Delaware limited liability company, Novelis UK Limited,
a limited liability company incorporated under the laws of England and Wales with registered number
00279596, and Novelis AG, a stock corporation (AG) organized under the laws of Switzerland, AV
Aluminum Inc., a corporation formed under the Canada Business Corporations Act (“Holdings”), the
subsidiaries of Holdings from time to time party thereto, ABN Amro Bank N.V., as Revolving Credit
Administrative Agent for the Revolving Credit Lenders (as defined in the Intercreditor Agreement),
ABN Amro Bank N.V., acting through its Canadian branch, as



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Revolving Credit Canadian Administrative Agent and as Revolving Credit Canadian Funding Agent,
LaSalle Business Credit, LLC, as Revolving Credit Collateral Agent and as Revolving Credit Funding
Agent and UBS AG, Stamford Branch as Term Loan Administrative Agent and as Term Loan Collateral
Agent and certain other persons which may be or become parties thereto or become bound thereto from
time to time. In the event of any conflict or inconsistency between the provisions of the
Intercreditor Agreement and this Agreement, the provisions of the Intercreditor Agreement shall
govern and control.





	17.	 	NOTICES
	 
	17.1	 	Any notice or other communication in connection with this Agreement shall be in writing and
shall be delivered personally, sent by registered mail or sent by Fax (with confirmation copy by
registered mail) to the following addresses:






	17.2	 	If to the Collateral Agent:




LaSalle Business Credit, LLC



135 South LaSalle Street, Suite 425

Chicago, IL 60603, USA



Attention:     Account Officer

Fax:             +1.312.904-6450





	 	 	with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP



333 West Wacker Drive, Suite 2100

Chicago, IL 60606, USA



Attention:     Seth E. Jacobson

Fax:             +1.312.407-8511

Phone:         +1.312.407-0889



Global Assignment Agreement Novelis Deutschland GmbH








 



- 23 -



	17.3	 	If to the Assignor:




Novelis Deutschland GmbH



Hannoversche Strasse 1

37075 Göttingen

Germany



Attention:     Managing Director

Fax:             +49. 551. 304-4902





or to such other address as the recipient may notify or may have notified to the other party in
writing.




	17.4	 	Any notice or other communication under this Agreement shall be in English or in German. If in
German, such notice or communication shall be accompanied by a translation into English.
	 
	18.	 	WAIVER
	 
	18.1	 	No failure to exercise or any delay in exercising any right or remedy hereunder shall operate
as a waiver hereunder. Nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise thereof or the exercise of any right or remedy.
	 
	18.2	 	Any rights pursuant to this Agreement, including the rights under this Clause, may be waived
only in writing.
	 
	19.	 	COUNTERPARTS




This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all of which taken
together shall constitute one and the same agreement. Delivery of an executed counterpart of this
Agreement by telecopier shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by
telecopier also shall deliver an original executed





Global Assignment Agreement Novelis Deutschland GmbH






 



- 24 -


counterpart of this Agreement but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement.





	20.	 	GOVERNING LAW AND JURISDICTION
	 
	20.1	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.
	 
	20.2	 	For any disputes arising out of or in connection with this Agreement the courts in Frankfurt
am Main, Federal Republic of Germany shall have exclusive jurisdiction. Which court will have
jurisdiction to hear the case (sachliche Zuständigkeit), shall be determined in accordance with
statutory provisions. The Collateral Agent, however, shall also be entitled to take legal action
against the Assignor before any other court having jurisdiction over the Assignor or any of its
assets.
	 
	21.	 	LIABILITY AND INDEMNIFICATION
	 
	21.1	 	Without extending the Collateral Agent’s liability as set forth in any of the Credit
Agreements, the Collateral Agent shall not be liable for any loss or damage suffered by the
Assignor, save in respect of such loss or damage which is suffered as a result of any gross
negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz) of the Collateral Agent.
	 
	21.2	 	The Assignor shall indemnify the Collateral Agent and any person appointed by the Collateral
Agent under this Agreement, against any losses, actions, claims, expenses, demands and liabilities
which are incurred by or made against the Collateral Agent for any action or omission in the
exercise of the powers contained herein other than to the extent that such losses, actions, claims,
expenses, demands and liabilities are incurred by or made against the Collateral Agent as a result
of the gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz) of the Collateral
Agent.
	 
	22.	 	AMENDMENTS




Any amendment to, or modification of, this Agreement, including this Clause, shall be effective
only if made in writing, unless mandatory law provides for more stringent formal requirements.





	23.	 	ANNEXES, SCHEDULES




All Annexes and Schedules to this Agreement shall form an integral part hereof.






Global Assignment Agreement Novelis Deutschland GmbH






 



- 25 -





	24.	 	SEVERABILITY
	 
	24.1	 	Should any provision of this Agreement be or become invalid or unenforceable, or should this
Agreement be accidentally incomplete or become incomplete, this shall not affect the validity or
enforceability of the remaining provisions hereof. In lieu of the invalid or unenforceable
provision or in order to remedy any incompleteness, a provision shall apply which comes as close as
possible to that which the Parties had intended or would have intended if they had considered the
matter. In the event that any rights granted under this Agreement shall be impaired or be or become
invalid or unenforceable this shall not affect the validity or enforceability of any other rights
granted under this Agreement.
	 
	24.2	 	To the extent that Receivables have not been properly transferred, Assignor undertakes that it
will promptly (unverzüglich) cure any legal defects, undertake all necessary acts and (in the event
that these legal defects render this Agreement invalid or otherwise affect the perfection and
enforceability of the security interest created thereby) re-execute this Agreement.




Global Assignment Agreement Novelis Deutschland GmbH








 



 







SCHEDULE 1




Blank Notification Letter

[Letterhead of Novelis Deutschland GmbH]




To: [Name and address of third party debtor]




Date:              
                   
                   
         




Dear Sirs,



We hereby give you notice that we have assigned all our present and future rights and claims
against you arising under our business connection (the “Receivables”), to LaSalle Business Credit,
LLC (the “Collateral Agent”) pursuant to a global assignment agreement dated July [•], 2007 (the
“Global Assignment Agreement”).




Upon receipt of this notice, you are hereby advised that





	(i)	 	the right to dispose over the Receivables and to receive payment in respect thereof is
exclusively vested with the Collateral Agent;
	 
	(ii)	 	any payment made to us in respect of the Receivables will not discharge you from your
obligations thereunder;
	 
	(iii)	 	all payments to be made by you in respect of the Receivables must be made in favor of the
Collateral Agent to the following account:





	 	 	 
	Name of Account Holder:

	 	LaSalle Business Credit, LLC
	Account Number:

	 	2321122 
	Account Bank:

	 	LaSalle Bank N.A., Chicago Illiniois
	Bank Sort Code:

	 	71000505 







	(iv)	 	all remedies exercisable in connection with the Receivables are exercisable by the
Collateral Agent only.




Please acknowledge receipt of this notice by signing the enclosed acknowledgement and returning the
same to the Collateral Agent at the following address:





Global Assignment Agreement Novelis Deutschland GmbH






 



 




LaSalle Business Credit, LLC

Attention: Steven Friedlander

135 South LaSalle Street, Suite 425

Chicago, IL 60603,

USA




Yours sincerely,




Novelis Deutschland GmbH




	 	 	 	 	 
	by:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







			
	Enclosures:	 	Form of Acknowledgement








Global Assignment Agreement Novelis Deutschland GmbH






 



 




Form of Acknowledgement





			
	To:	 	LaSalle Business Credit, LLC


Attention: Steven Friedlander


135 South LaSalle Street, Suite 425


Chicago, IL 60603,

USA





Date:           
                    
                   
                   
            





			
	Re:	 	Global Assignment Agreement





Dear Sirs,



We hereby acknowledge receipt of the notice of Global Assignment of Receivables dated [•] (the
“Notice”), whereby we are put on notice that Novelis Deutschland GmbH has assigned all of its
present and future rights and claims against us arising under our business connection, to LaSalle
Business Credit, LLC pursuant to a global assignment agreement dated July [•], 2007.




We hereby confirm to act in accordance with the instructions made in the Notice. 


Yours sincerely,




[Name of third party debtor]




	 	 	 	 	 
	by:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:
	 	 	 	 







Global Assignment Agreement Novelis Deutschland GmbH






 



 


SCHEDULE 2




Receivables List





Global Assignment Agreement Novelis Deutschland GmbH






 



 


Exhibit 1

Collection Arrangements





Global Assignment Agreement Novelis Deutschland GmbH






 



 




Exhibit 2

Inter-Company Loan Receivables





Global Assignment Agreement Novelis Deutschland GmbH






 



 




SCHEDULE 3




Insurance Contract List — Novelis Deutschland GmbH

[to be initialed by the signatories of this Agreement]




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	Type of insurance
	 	 	Insurer & address
	 	 	Policy number	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 




Global Assignment Agreement Novelis Deutschland GmbH









 



 




Signatories



Collateral Agent

LASALLE BUSINESS CREDIT, LLC




	 	 	 
	/s/ Steve Friedbetter	 	 
	 	 	 
	Name:
	 	Steve Friedbetter
	Title:

	 	S.V.P.





ABL Loan:
Global Assignment of Receivables by

 Novelis Deutschland GmbH









 



 


Signatories



Assignor

NOVELIS DEUTSCHLAND GMBH




	 	 	 	 	 
	/s/ Gottfried Weindl	 	 
	 	 	 
	Name:

	 	Gottfried Weindl	 	 
	Title:

	 	Managing Director
(Geschäftsführer)	 	 





Global Assignment Agreement Novelis Deutschland GmbH


 











 






SKADDEN ARPS

Execution Copy




NOVELIS DEUTSCHLAND GMBH

as Pledgor




and




LASALLE BUSINESS CREDIT, LLC

as Funding Agent, Collateral Agent and Original Pledgee 1




ABN AMRO BANK N.V.

as US/European Issuing Bank, Swingline Lender, Administrative Agent,

and Original Pledgee 2




UBS SECURITIES LLC

as Syndication Agent and Original Pledgee 3




ABN AMRO BANK N.V.,

acting through its Canadian branch,

as Canadian Issuing Bank, Canadian Administrative Agent, Canadian Funding Agent

and Original Pledgee 4




BANK OF AMERICA, N.A.

as one of the Documentation Agents and Original Pledgee 5




NATIONAL CITY BUSINESS CREDIT, INC.

as further Documentation Agent and Original Pledgee 6




CIT BUSINESS CREDIT CANADA INC.,

as further Documentation Agent and Original Pledgee 7




ABN AMRO INCORPORATED

as one of the Joint Lead Arrangers and Joint Bookmanagers and Original Pledgee 8




UBS SECURITIES LLC,

as further Joint Lead Arranger and Joint Bookmanager and Original Pledgee 9




NOVELIS AG

as Beneficiary and Original Pledgee 10




and




other Parties

as Pledgees




 






FIRST RANKING ACCOUNT PLEDGE AGREEMENT

(VERPFÄNDUNG VON BANKKONTEN)




 






 









 





	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	 
	 	 	 	 
	 
	1. DEFINITIONS AND LANGUAGE
	 	 	3	 
	 
	2. CREATION OF PLEDGES
	 	 	5	 
	 
	3. SECURED OBLIGATIONS
	 	 	6	 
	 
	4. DISPOSALS OVER ACCOUNTS
	 	 	7	 
	 
	5. REALISATION OF THE PLEDGES
	 	 	7	 
	 
	6. WAIVER OF PLEDGORS’ DEFENCES AND OF
SUBROGATION RIGHTS
	 	 	9	 
	 
	7. RELEASE OF THE PLEDGES
	 	 	9	 
	 
	8. DURATION AND INDEPENDENCE
	 	 	10	 
	 
	9. REPRESENTATIONS AND WARRANTIES
	 	 	10	 
	 
	10. UNDERTAKINGS OF THE PLEDGOR
	 	 	11	 
	 
	11. LIMITATION OF ENFORCEMENT
	 	 	13	 
	 
	12. ECONOMIC OWNERSHIP OF THE ACCOUNTS
	 	 	16	 
	 
	13. INTERCREDITOR AGREEMENT
	 	 	16	 
	 
	14. NOTICES
	 	 	17	 
	 
	15. WAIVER
	 	 	18	 
	 
	16. COUNTERPARTS
	 	 	18	 
	 
	17. GOVERNING LAW AND JURISDICTION
	 	 	18	 
	 
	18. LIABILITY AND INDEMNIFICATION
	 	 	19	 
	 
	19. AMENDMENTS
	 	 	19	 
	 
	20. ANNEXES, SCHEDULES
	 	 	19	 
	 
	21. SEVERABILITY
	 	 	19	 
	 
	SCHEDULE 1 LIST OF LENDERS
	 	 	21	 
	 
	SCHEDULE 2 LIST OF BANK ACCOUNTS OF PLEDGOR
	 	 	1	 
	 
	SCHEDULE 3 NOTICE OF PLEDGE
	 	 	1	 
	 
	SCHEDULE 4 FORM OF ACKNOWLEDGEMENT
	 	 	3	 






ABL Loan: Account Pledge Agreement


 









 







This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on July 6, 2007


Among:



	(1)	 	Novelis Deutschland GmbH, a limited liability company organized under the laws of Germany,
having its business address at Hannoversche Strasse 1, 37075 Göttingen, Germany which is
registered in the commercial register at the local court
(Amtsgericht) of Göttingen under HRB
772 (the “Pledgor”);
	 
	(2)	 	LaSalle Business Credit, LLC, a company organised under the laws of Delaware, having its
business address at 135 South LaSalle Street, Suite 425, Chicago, IL 60603, USA (the “Original
Pledgee 1”, and, in its capacity as collateral agent under the Credit Agreement (as defined
below), the “Collateral Agent” as applicable);
	 
	(3)	 	ABN Amro Bank N.V., a company organised under the laws of the Netherlands, having its
business address at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands (the “Original
Pledgee 2”, and, in its capacity as administrative agent under the Credit Agreement (as
defined below), the “Administrative Agent” as applicable);
	 
	(4)	 	UBS SECURITIES LLC, a company organized under the laws of Delaware, having its business
address at 677 Washington Blvd, Stamford, CT 06901 (the “Original Pledgee 3”);
	 
	(5)	 	ABN Amro Bank N.V., acting through its Canadian branch, a company organized under the laws of
the Netherlands, having its business address at 79 Wellington St. W., 15th Floor TD
Waterhouse Tower, Toronto, Ontario, Canada M5K 1G8 (the “Original Pledgee 4”);
	 
	(6)	 	BANK OF AMERICA, N.A., a company organized under the laws of the United States of America,
having its business address at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, U.S.A.
(the “Original Pledgee 5”);
	 
	(7)	 	NATIONAL CITY BUSINESS CREDIT, INC., a company organized under the laws of Ohio, having its
business address at 1965 East 6th Street, 4th Floor, Cleveland, Ohio,
44114 (the “Original Pledgee 6”);
	 
	(8)	 	CIT BUSINESS CREDIT CANADA INC., a company organized under the laws of Canada, having its
business address at 207 Queens Quay West, Suite 700, Toronto, Ontario, Canada M5J 1A7 (the
“Original Pledgee 7”);
	 
	(9)	 	ABN AMRO INCORPORATED, a company organized under the laws of New York, having its business
address at 55 E 52nd Street, New York, NY 10055 (the “Original Pledgee 8”);





ABL Loan: Account Pledge Agreement



 









 












	(10)	 	UBS SECURITIES LLC,, a company organized under the laws of Delaware, having its
business address at 677 Washington Blvd, Stamford, CT 06901 (the “Original Pledgee 9”);
	 
	(11)	 	NOVELIS AG, a stock corporation organized under the laws of Switzerland, having its business
address at Bellerive 36, 8034 Zurich, Switzerland (the “Original Pledgee 10”);
	 
	(12)	 	the institutions listed in Schedule 1 (List of Original Lenders) hereto in their capacity as
lenders or other secured parties under or in connection with the Credit Agreement (as defined
below), (together with the Original Pledgee 1, the Original Pledgee 2, the Original Pledgee 3,
the Original Pledgee 4, the Original Pledgee 5, the Original Pledgee 6, the Original Pledgee
7, the Original Pledgee 8, the Original Pledgee 9 and the Original Pledgee 10, the “Original
Pledgees”); and
	 
	(13)	 	the Future Pledgees, as defined herein.





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated as of July 6, 2007 (the “Credit Agreement”) among the
Borrowers (as defined below), AV ALUMINUM INC., a corporation formed under the Canada Business
Corporations Act, as Parent Guarantor (“Holdings” or “Parent Guarantor”), the other Guarantors
party thereto, the Lenders party thereto, ABN AMRO BANK N.V., as U.S./European Issuing Bank,
U.S. Swingline Lender and Administrative Agent, LASALLE BUSINESS CREDIT, LLC as Collateral
Agent and Funding Agent, UBS SECURITIES LLC, as Syndication Agent, BANK OF AMERICA
N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as
Documentation Agents, ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian
Issuing Bank, Canadian Funding Agent and Canadian Administrative Agent, and ABN AMRO
INCORPORATED and UBS SECURITIES LLC, as Joint Lead Arrangers and Joint Bookmanagers, the
Lenders have agreed to grant a revolving loan (the “Loan”) to the Borrowers.
	 
	(B)	 	It is one of the conditions for granting the Loan that the Pledgor enters into this
Agreement.
	 
	(C)	 	The Pledgor has agreed to grant a first rank pledge to the Original Pledgee 10 and,
subordinated to the Original Pledgee 10, the other Pledgees over its respective Trust Accounts
and a first ranking pledge to all Pledgees except the Original Pledgee 10 over its respective
Accounts other than the Trust Accounts as security for the Pledgees’ respective claims in
connection with the Credit Agreement and the Receivables Purchase Agreement.




ABL Loan: Account Pledge Agreement






 









 












	(D)	 	The Pledgor entered into an agreement on the abstract acknowledgement of indebtedness
(Abstraktes Schuldanerkenntnis) with, inter alia, the Collateral Agent on or about the date
hereof (the “Abstract Acknowledgement of Indebtedness”).
	 
	(E)	 	Pursuant to a trust agreement between the Pledgor and the Original Pledgee 10, the Original
Pledgee 10 is the beneficiary of some or all of the Accounts (as defined below) (the “Trust
Agreement”).
	 
	(F)	 	Furthermore, in connection with a term loan agreement dated as of July 6, 2007 (the “Term
Loan Agreement”), the Pledgor has agreed to grant a second rank pledge over its Accounts (as
defined below) as security for the obligations arising under or in connection with the Term
Loan Agreement.





NOW, IT IS AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	In this Agreement:




“Account Bank” means, with regard to each Account, the bank specified as an account bank in
Schedule 2 (List of Bank Accounts).



“Accounts” means the accounts specified in Schedule 2 (List of Bank Accounts).



“Borrowers” means Novelis Inc., a corporation formed under the Canada Business Corporations Act;
Novelis Corporation, a Texas corporation; Novelis PAE Corporation, a Delaware corporation, Novelis
Finances USA LLC, a Delaware limited liability company, Novelis South America Holdings LLC, a
Delaware limited liability company; Aluminum Upstream Holdings LLC, a Delaware limited liability
company; Novelis UK Ltd, a limited liability company incorporated under the laws of England and
Wales with registered number 00279596; and Novelis AG, a stock corporation (AG) organized under
the laws of Switzerland.



“Business Days” means a day (other than a Saturday or a Sunday) on which banks are open for
general business in New York City, Frankfurt am Main and Zurich.



“Future Pledgee” means any entity which may become a pledgee hereunder by way of (i) transfer of
the Pledges by operation of law following the transfer or assignment (including by way of
novation or assumption (Vertragsübernahme)) of any part of the Secured Obligations from any of
the Original Pledgees or Future Pledgee to such future pledgee and/or (ii) accession to this
Agreement by ratification pursuant to sub-clause 2.3 hereof as pledgee.



ABL Loan: Account Pledge Agreement


 









 







“Lenders” has the meaning given in the Credit Agreement.



“Pledgees” means the Original Pledgees and the Future Pledgees, and “Pledgee” means any of them.



“Pledges” means the pledges created pursuant to Clause 2.



“Receivables Purchase Agreement” means the agreement between the Pledgor and the Original Pledgee
10 pursuant to which certain receivables owned or to be created by the Pledgor under certain of
its supply contracts have been sold and assigned to the Original Pledgee 10 by way of a true sale.



“Revolving Credit Facility Collateral Agent Appointment Letter” shall mean a letter agreement
whereby the Collateral Agent is appointed agent by Secured Parties that provide treasury services.



“Secured Obligations” shall mean (a) obligations of the Borrowers and the other Loan Parties from
time to time arising under or in respect of the due and punctual payment of (i) the principal of
and premium, if any, and interest (including interest accruing (and interest that would have
accrued but for such proceeding) during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, if allowed in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment required to be made by the Borrowers and the other Loan Parties under the Credit Agreement
in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement
Obligations, interest thereon and obligations to provide cash collateral and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of the Borrowers and the other Loan Parties under the
Credit Agreement and the other Loan Documents and (b) the due and punctual payment of all
obligations of the Borrowers and the other Loan Parties (including overdrafts and related
liabilities) under each Treasury Services Agreement entered into with any counterparty that is a
Secured Party.



“Trust Accounts” are the Accounts subject to the Trust Agreement and which are identified
accordingly in Schedule 2.





	1.2	 	In this Agreement, references to a person include its successors and assigns, and references
to a document are references to that document as amended, restated, novated and/or
supplemented from time to time.
	 
	1.3	 	Capitalized terms not otherwise defined in this Agreement shall have the same meaning as
given in the Credit Agreement.




ABL Loan: Account Pledge Agreement






 









 












	1.4	 	Unless otherwise indicated, the definition of a term in the singular shall include the
definition of such term in the plural and vice versa.
	 
	1.5	 	This Agreement is made in the English language. For the avoidance of doubt, the English
language version of this Agreement shall prevail over any translation of this Agreement.
However, where a German translation of a word or phrase appears in the text of this Agreement,
the German translation of such word or phrase shall prevail.
	 
	1.6	 	Any reference in this Agreement to a “Clause”, “sub-clause” or “Schedule” shall, subject to
any contrary indication, be construed as a reference to a clause, a sub-clause or a schedule
hereof.
	 
	2.	 	CREATION OF PLEDGES
	 
	2.1	 	The Pledgor hereby pledges to each of the Pledgees:
	 
	2.1.1	 	any present and future credit balances, including interest, standing from time to time to
the credit of,
	 
	(A)	 	its Accounts provided, however, that the pledge to the Original Pledgee 10 shall be limited
to the Trust Accounts;
	 
	(B)	 	any present and future replacement accounts, sub-accounts, re-designated accounts and
renumbered accounts which are opened or will be opened in the future in replacement of, or in
connection with, its Accounts; and
	 
	2.1.2	 	all other present and future rights to receive payments in connection with its Accounts,
including claims for damages or unjust enrichment.
	 
	2.2	 	Each of the Original Pledgees hereby accepts the Pledges for itself.
	 
	2.3	 	The Collateral Agent accepts, as representative without power of attorney (Vertreter ohne
Vertretungsmacht) the respective Pledges for and on behalf of each Future Pledgee. Each Future
Pledgee will ratify and confirm the declarations and acts so made by the Collateral Agent on
its behalf by accepting the transfer or assignment (including by way of novation or assumption
(Vertragsübernahme)) of the Secured Obligations (or part of them) from a Pledgee, by becoming
party to any Loan Document or by executing a Revolving Credit Facility Collateral Agent
Appointment Letter. Upon such ratification (Genehmigung) such Future Pledgee becomes a party
to this Agreement, it being understood that any future or






ABL Loan: Account Pledge Agreement

 









 












	 	 	conditional claim (zukünftiger oder bedingter
Anspruch) of such Future Pledgee arising
under the Credit Agreement shall be secured by the Pledges constituted hereunder.
	 
	2.4	 	All parties hereby confirm that the validity of the Pledges granted hereunder shall not be
affected by the Collateral Agent acting as representative without power of attorney for each
Future Pledgee.
	 
	2.5	 	The validity and effect of each of the Pledges shall be independent of the validity and the
effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be
separate and individual pledges.
	 
	2.6	 	The Pledges to the Original Pledgee 10 over the Trust Accounts shall rank ahead of the
Pledges created in favor of the other Pledgees. Subject to the prior rank of the Pledges
created in favor of the Original Pledgee 10 over the Trust Accounts, the Pledges to each of
the other Pledgees over all Accounts, including the Trust Accounts, shall be ranking pari
passu with the other Pledges created hereunder.
	 
	2.7	 	The Pledges created hereby shall rank ahead of the pledges created with respect to the
Accounts in connection with the Term Loan Agreement and of any other security interest or
third party right currently in existence or created in the future over any of the Accounts,
including the Account Bank’s pledges.
	 
	2.8	 	Each of the Pledges is in addition, and without prejudice, to any other security the Pledgees
may now or hereafter hold in respect of the Secured Obligations.
	 
	2.9	 	For the avoidance of doubt, the parties agree that nothing in this Agreement shall exclude a
transfer of all or part of the Pledges created hereunder by operation of law upon the transfer
or assignment (including by way of novation or assumption
(Vertragsübernahme)) of all or part
of the Secured Obligations by any Pledgee to a Future Pledgee.
	 
	3.	 	SECURED OBLIGATIONS
	 
	3.1	 	The security created hereunder secures the payment of (a) all Secured Obligations of the
Borrowers and the other Loan Parties arising under or in connection with the Credit Agreement
and the other Loan Documents and (b) the obligations under the Abstract Acknowledgement of
Indebtedness.




ABL Loan: Account Pledge Agreement






 









 












	3.2	 	With respect to the Original Pledgee 10, the security created hereunder secures only
the obligations of the Pledgor arising under or in connection with the Receivables
Purchase Agreement (the “RPA Obligations”).
	 
	4.	 	DISPOSALS OVER ACCOUNTS
	 
	4.1	 	In relation to the Account Banks, the Pledgor shall be
authorized to dispose over (verfügen)
its respective Accounts in the ordinary course of business. This authorization shall, in
particular, include the right to withdraw and transfer funds from its respective Accounts.
Each Account may only be closed with the prior written consent of the Collateral Agent, acting
on behalf of the Pledgees. The Pledgees, acting through the Collateral Agent, shall be
entitled to revoke the authorization granted under this Clause 4 at any time after any of the
events described in Clauses 5.1 or 5.4 has occurred.
	 
	4.2	 	Upon the occurrence of an Event of Default which is continuing, unremedied and unwaived, the
Collateral Agent, on behalf of the Pledgees, shall irrevocably and at any and all times be
entitled to (i) notify the Account Bank of the forthcoming enforcement of the Pledges and (ii)
instruct each and every Account Bank that as of receipt of such notice it shall no longer
allow any dispositions by the Pledgor over any amounts standing to the credit on the
respective Account. The Collateral Agent shall notify the Pledgor accordingly.
	 
	5.	 	REALISATION OF THE PLEDGES
	 
	5.1	 	The Pledges shall become enforceable if an Event of Default is continuing, unremedied and
unwaived, the requirements set forth in Section 1273 para. 2, 1204 et seq. of the German Civil
Code with regard to the enforcement of any of the Pledges are met
(Pfandreife) and the
Collateral Agent, acting on behalf of the Pledgees, gives notice to the Pledgor that the
Pledges in question are enforceable. After the Pledges have become enforceable, the Collateral
Agent may in its absolute discretion enforce all or any part of these Pledges in any manner it
sees fit.
	 
	5.2	 	The realization of the Pledges (or any part thereof) shall not require a prior court ruling
or any other enforceable title (vollstreckbarer Titel). Section 1277 of the German Civil Code
(Bürgerliches Gesetzbuch) is thus excluded.
	 
	5.3	 	The Collateral Agent, acting on behalf of the Pledgees, shall be entitled to realize the
Pledges - either in whole or in part - in any legally permissible manner.




ABL Loan: Account Pledge Agreement






 









 












	5.4	 	The Collateral Agent shall give the Pledgor at least 10 (ten) Business Days prior
written notice of the intention to realize any of the Pledges (the “Realization Notice”).
Such Realization Notice is not necessary if the observance of the notice period will have a
materially adversely affect the security interests of the Pledgees. Such Realization Notice
shall in particular not be required, if:
	 
	5.4.1	 	the Pledgor ceases to make payments to third parties generally (within the meaning of
Section 17 (2), Sentence 2 of the German Insolvency Regulation, Insolvenzordnung);
	 
	5.4.2	 	the Pledgor becomes over-indebted (within the meaning of Section 19 of the German Insolvency
Regulation), or illiquid (within the meaning of Section 17 of the German Insolvency
Regulation);
	 
	5.4.3	 	the Pledgor files an application for the institution of insolvency proceedings or similar
proceedings over its assets;
	 
	5.4.4	 	any third party files an application for the institution of insolvency proceedings or
similar proceedings over the assets of the Pledgor, provided such application is not
unfounded; or
	 
	5.4.5	 	a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency
administrator or any similar kind of receiver, liquidator or administrator has been
appointed over the assets of the Pledgor.
	 
	5.5	 	If the Collateral Agent, acting on behalf of the Pledgees, decides not to enforce the Pledges
over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of
the Accounts shall be realized.
	 
	5.6	 	The Collateral Agent, acting on behalf of the Pledgees, may take all measures and enter into
all agreements with the Account Banks or any third-party creditor which it considers necessary
or expedient in connection with the realization of the balances on the Accounts, taking into
account the legitimate interests of the Pledgor. In particular, the Collateral Agent may, on
behalf of the Pledgor, declare the termination of time deposits or similar contractual
arrangements made in respect of the Accounts.
	 
	5.7	 	For the purpose of realizing the balances on the Accounts, the Pledgor shall, upon the
Collateral Agent’s request, acting on behalf of the Pledgees,
promptly (unverzüglich) furnish
the Collateral Agent with all documents of title and other






ABL Loan: Account Pledge Agreement

 









 












	 	 	relevant documents held by the Pledgor, and shall, at its own expense, forthwith render
all assistance which is necessary or expedient in respect of the realization of the
balances on the Accounts.
	 
	5.8	 	Following the realization of all or part of the Pledges, the net proceeds (net proceeds shall
mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations and
the RPA Obligations.
	 
	5.9	 	With respect to the Original Pledgee 10, net proceeds from the realization of any or all of
the Pledges shall be distributed to the Original Pledgee 10 only to the extent such proceeds
are generated from the realization of Pledges over Accounts that are subject to the Trust
Agreement.
	 
	6.	 	WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS
	 
	6.1	 	The Pledgor hereby waives all defenses against enforcement that may be raised on the basis of
potential avoidance (Anfechtbarkeit) and set-off pursuant to Sections 1211, 770 of the German
Civil Code. This waiver shall not apply to a set-off with counterclaims that are (i)
uncontested (unbestritten) or (ii) based on a binding non- appealable court decision
(rechtskräftig festgestellt).
	 
	6.2	 	If the Pledges are enforced, or if the Pledgor has discharged any of the Secured Obligations
(or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a
pledgor - Forderungsübergang auf den
Verpfänder) shall not apply, and no rights of the
Pledgees shall pass to the Pledgor by subrogation or otherwise. Further, the Pledgor shall not
at any time before, on or after an enforcement of the Pledges and as a result of the Pledgor
entering into this Agreement, be entitled to demand indemnification or compensation from any
Borrower, any Guarantor or any of its affiliates or to assign any of these claims.
	 
	7.	 	RELEASE OF THE PLEDGES
	 
	7.1	 	Upon full and final satisfaction of all Secured Obligations, the Collateral Agent, acting on
behalf of the Pledgees, shall at the cost and expense of the Pledgor confirm to the Pledgor
in writing the release of the Pledges, do everything necessary to effect that release, and
surrender the surplus proceeds, if any, resulting from any realization of the Pledges to the
Pledgor. This shall not apply to the extent that the Pledgees have to surrender the Accounts
or such proceeds to a third party who is entitled to the Accounts or to such proceeds. For
the




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	 	 	avoidance of doubt, the Parties are aware that, upon the complete and final satisfaction
of all Secured Obligations, the Pledges will expire and cease to exist due to their
accessory nature (Akzessorietät) by operation of German law.
	 
	7.2	 	At any time when the total value of the aggregate security granted by the Pledgor to secure
the Secured Obligations (the “Security”) which can be expected to be realised in the event of
an enforcement of the Security (realisierbarer Wert) exceeds 110% of the Secured Obligations
(the “Limit”) not only temporarily, the Pledgees shall on demand of the Pledgor release such
part of the Security (Sicherheitenfreigabe) as the Pledgees may in their reasonable
discretion determine so as to reduce the realisable value of the Security to the Limit.
	 
	8.	 	DURATION AND INDEPENDENCE
	 
	8.1	 	Without prejudice to Clause 8.2, in no event shall the Pledges expire before and unless all
Secured Obligations have been fully and finally discharged and there is no amount outstanding
under the Secured Obligations, whether for principal, interest, fees, discounts or other
costs, expenses, charges or otherwise.
	 
	8.2	 	The Pledges shall provide a continuing security and, to the largest extent possible under
applicable law, no change or amendment whatsoever in and to the Secured Obligations and to any
document relating to the Secured Obligations shall affect the validity of this Agreement nor
shall it limit the obligations which are imposed on the Pledgor hereunder.
	 
	8.3	 	This Agreement is in addition to, and independent of, any other security or guarantee the
Pledgees may now or hereafter hold in respect of the Secured Obligations. None of such
security or guarantee shall prejudice, or shall be prejudiced by, the Pledges in any way.
	 
	9.	 	REPRESENTATIONS AND WARRANTIES




The
Pledgor represents and warrants (sichert zu) to each of the Pledgees by way of an independent
guarantee (selbständiges Garantieversprechen) that, at the date hereof:





	9.1	 	except the rights of the Original Pledgee 10 with respect to the Trust Accounts created
under the Trust Agreement, it is the unrestricted legal and economic owner of its respective
Accounts;




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	9.2	 	except for the foreign accounts listed in Exhibit 1 to Schedule 2, it does not own any
other accounts in or outside the Federal Republic of Germany other than its respective
Accounts;
	 
	9.3	 	the information provided in this Agreement relating to its respective Accounts is accurate
and complete in all material respects;
	 
	9.4	 	except the rights of the Original Pledgee 10 with respect to the Trust Accounts created under
the Trust Agreement, its respective Accounts are free from any liens, rights of retention
(Zurückbehaltungsrechte), other encumbrances and other third party rights;
	 
	9.5	 	the Pledges granted to the Original Pledgee 10 will have (upon effectiveness of this
Agreement but subject to receipt of the executed schedule confirmation by the Account Banks)
first-ranking priority, and the Pledges granted to the other Pledgees will rank ahead of any
current or future third party security interest over the Accounts;
	 
	9.6	 	the Pledges constituted hereunder are valid and enforceable without enforceable judgment or
other instrument (vollstreckbarer Titel) subject to any qualification in the legal opinion to
be issued by the law firm of Noerr Stiefenhofer Lutz in relation hereto; and
	 
	9.7	 	it has not ceased payments within the meaning of Section 17 (2), Sentence 2 of the German
Insolvency Regulation, nor is it over-indebted within the meaning of Section 19 of the German
Insolvency Regulation or in terms of the German generally accepted accounting principles
(Grundsätze ordnungsmäßiger Buchführung), nor is it illiquid within the meaning of Section
17 of the German Insolvency Regulation, nor is its illiquidity imminent within the meaning of
Section 18 of the German Insolvency Regulation.
	 
	10.	 	UNDERTAKINGS OF THE PLEDGOR




The Pledgor undertakes:





	10.1	 	to notify promptly (unverzüglich), substantially
in the form set out in Schedule 3 (Notice
of Pledge), its Account Banks of the creation of the Pledges, and to obtain from each such
Account Bank to confirm vis-à-vis the Original Pledgee the receipt of the notice;




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	10.2	 	to ensure that its Account Banks release the Accounts from any charges (pledges,
rights of retention, rights of set-off, etc.), including charges created pursuant to the
respective Account Bank’s standard terms and conditions (Allgemeine
Geschäftsbedingungen), or subordinate such rights, by the Account Bank signing a
confirmation substantially in the form set out in Schedule 4 (Form of Acknowledgement). It
is understood among the Parties that a failure by an Account Bank to submit such
confirmation to the Original Pledgee does not affect the validity or enforceability of the
Pledges;
	 
	10.3	 	upon the occurrence of an Event of Default which is continuing, the Pledgor shall upon the
request of the Collateral Agent, acting on behalf of the Pledgees, deliver to the Collateral
Agent information on the current status of the Accounts;
	 
	10.4	 	to provide (and to instruct the Account Banks to provide) the Collateral Agent, on behalf of
the Pledgees, with all information, evidence and documentation which the Collateral Agent,
acting on behalf of the Pledgees, may reasonably request in connection with the administration
and realization of the Accounts. After any of the events described in Clauses 5.1 or 5.4 has
occurred, (i) the Collateral Agent, acting on behalf of the Pledgees, is hereby authorized to
obtain all information and documents (including bank account extracts and other information on
the current status of the Accounts) directly from the Account Banks in its own name and at the
Pledgor’s costs, and (ii) the Pledgees and their designees are permitted to inspect, audit and
make copies of, and extracts from, all records and all other papers in the possession of the
Pledgor which pertain to the Accounts;
	 
	10.5	 	and at the request of the Collateral Agent, acting on behalf of the Pledgees, to promptly
(unverzüglich) grant to the Collateral Agent, on behalf of the Pledgees, pledges
(substantially in the form of this Agreement) over any new accounts governed by German law;
	 
	10.6	 	not to close or to terminate the Accounts unless any remaining balance in the Account to be
closed is transferred to another pledged Account prior to closure and the Collateral Agent is
notified thereof;
	 
	10.7	 	not to transfer any of the Accounts to another bank or relocate any of the Accounts to
another branch of the Account Bank unless such transfer does not affect the Pledges;
	 
	10.8	 	to obtain the Collateral Agent’s written consent prior to the establishment of a new account,
including any sub-account, re-designated account or re-numbered account pursuant to Clause
2.1.1(B) above. Upon the Pledgees’ request, the





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	 	 	Pledgor shall give all declarations and render all reasonable assistance which is
necessary in order to perfect the Pledgees’ pledge over the so established account;
	 
	10.9	 	not to create or permit to subsist any encumbrance, except for any Permitted Lien, over any
of the Accounts, or knowingly do or permit to be done, anything which is likely to be expected
to jeopardize or otherwise prejudice the existence, validity or ranking of the Pledges;
	 
	10.10	 	to inform the Collateral Agent, on behalf of the Pledgees,
promptly (unverzüglich) upon
gaining knowledge of any attachments (Pfändungen) of third parties that relate to the Accounts
or any other third-party measures, except for the creation of a Permitted Lien, which impair
or jeopardize the Pledges. In the event of any such attachment, the Pledgor shall provide the
Collateral Agent with a copy of the attachment and/or transfer order (Pfändungs-und/oder
Überweisungsbeschluss) and any other documents which the Collateral Agent, on behalf of the
Pledgees, requests that are necessary or expedient for a defense against such attachment. In
addition, the Pledgor shall inform the third party promptly (unverzüglich) in writing of the
Pledges and render, at its own expense, to the Collateral Agent, acting on behalf of the
Pledgees, all assistance required or expedient to protect its Pledges; and
	 
	10.11	 	The Pledgor shall, at its own expense, execute and do all such assurances, acts and things
as the Collateral Agent, acting on behalf of the Pledgees, may reasonably require






	 	10.11.1	 	for perfecting or protecting the security under this Agreement; and
	 
	 	10.11.2	 	in the case of the enforcement of security, to facilitate the realization of all or
any part of the collateral which is subject to this Agreement and the exercise of all
powers, authorities and discretions vested in the Pledgees.






	11.	 	LIMITATION OF ENFORCEMENT
	 
	11.1	 	Subject to Clause 11.2 through Clause 11.4 below, the Collateral Agent shall not enforce the
Pledges to the extent (i) the Pledges secure obligations of one of the Pledgor’s shareholders
or of an affiliated company (verbundenes Unternehmen) of a shareholder within the meaning of
Section 15 of the German Stock Corporation Act (Aktiengesetz) (other than a Subsidiary of the
Pledgor or the Pledgor itself), and (ii) the enforcement of the Pledges for such obligations
would reduce, in




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	 	 	violation of Section 30 of the German Limited Liability Companies Act (GmbHG), the net
assets (assets minus liabilities minus provisions and liability reserves (Reinvermögen), in
each case as calculated in accordance with generally accepted accounting principles in
Germany (Grundsätze ordnungsmäßiger Buchführung) as consistently applied by the Pledgor in
preparing its unconsolidated balance sheets (Jahresabschluß gemäß § 42 GmbHG, §§ 242, 264
HGB)) of the Pledgor to an amount that is insufficient to maintain its registered share
capital (Stammkapital) (or would increase an existing shortage in its net assets below its
registered share capital); provided that for the purpose of determining the relevant
registered share capital and the net assets, as the case may be:






	 	11.1.1	 	The amount of any increase of the Pledgor’s registered share capital (Stammkapital)
implemented after the date of this Agreement that is effected without the prior
written consent of the Collateral Agent shall be deducted from the registered share
capital of the Pledgor;
	 
	 	11.1.2	 	any loans provided to the Pledgor by a direct or indirect shareholder or an
affiliate thereof (other than a Subsidiary of the Pledgor) shall be disregarded and
not accounted for as a liability to the extent that such loans are subordinated or are
considered subordinated under Section 32a GmbHG;
	 
	 	11.1.3	 	shareholder loans, other loans and contractual obligations and liabilities
incurred by the Pledgor in violation of the provisions of any of the Loan Documents
shall be disregarded and not accounted for as liabilities;
	 
	 	11.1.4	 	any assets that are shown in the balance sheet with a book value that, in the
opinion of the Collateral Agent, is significantly lower than their market value and
that are not necessary for the business of the Pledgor (nicht betriebsnotwendig) shall
be accounted for with their market value; and
	 
	 	11.1.5	 	the assets of the Pledgor will be assessed at liquidation values (Liquidationswerte)
if, at the time the managing directors prepare the balance sheet in accordance with
paragraph (b) below and absent the demand a positive
going
concern
prognosis (positive Fortbestehensprognose) cannot be established.






	11.2	 	The limitations set out in Clause 11.1 only apply:





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	 	11.2.1	 	If and to the extent that the managing directors of the Pledgor have
confirmed in writing to the Collateral Agent within ten (10) Business Days of
receipt of the Realization Notice or the commencement of enforcement under
this Agreement the value of the Pledges which cannot be enforced without
causing the net assets of the Pledgor to fall below its registered share
capital, or increase an existing shortage in net assets below its registered
share capital (taking into account the adjustments set out above) and such
confirmation is supported by a current balance sheet and other evidence
satisfactory to the Collateral Agent and neither the Collateral Agent nor any
of the Secured Parties raises any objections against that confirmation within
five (5) Business Days after its receipt; or
	 
	 	11.2.2	 	if, within twenty (20) Business Days after an objection under paragraph 11.2.1 has
been raised by the Collateral Agent or a Secured Party, the Collateral Agent receives
a written audit report (“Auditor’s Determination”) prepared at the expense of the
Pledgor by a firm of auditors of international standing and reputation that is
appointed by the Pledgor and reasonably acceptable to the Collateral Agent, to the
extent such report identifies the amount by which the net assets of the Pledgor are
necessary to maintain its registered share capital as at the date of the Realization
Notice or the commencement of enforcement (taking into account the adjustments set out
above). The Auditor’s Determination shall be prepared in accordance with generally
accepted accounting principles applicable in Germany (Grundsätze ordnungsgemäßer
Buchführung) as consistently applied by the Pledgor in the preparation of its most
recent annual balance sheet. The Auditor’s Determination shall be binding for all
Parties except for manifest error.






	11.3	 	In any event, the Collateral Agent, for and on behalf of the Secured Parties, shall be
entitled to enforce the Pledges up to those amounts that are undisputed between them and the
Pledgor or determined in accordance with Clause 11.1 and Clause 11.2. In respect of the
exceeding amounts, the Secured Parties shall be entitled to further pursue their claims (if
any) and the Pledgor shall be entitled to provide that the excess amounts are necessary to
maintain its registered share capital (calculated as at the date of the Realization Notice or
the commencement of enforcement and taking into account the adjustments set out above). The
Secured Parties are entitled to pursue those parts of the Pledges that are not enforced by
operation of Clause 11.1 above at any subsequent point in time. This Clause 11 shall apply
again as of the time such additional enforcements are made.




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	11.4	 	Should it become legally permissible for managing directors of a German GmbH
(Gesellschaft mit beschränkter Haftung, Limited Liability Company) to enter into
guarantees in support of obligations of their shareholders without limitations, the
limitations set forth in Clause 11.1 shall no longer apply. Should any such guarantees
become subject to legal restrictions that are less stringent than the limitations set
forth in Clause 11.1 above, such less stringent limitations shall apply. Otherwise, Clause
11.1 shall remain unaffected by changes in applicable law.
	 
	12.	 	ECONOMIC OWNERSHIP OF THE ACCOUNTS



	The Pledgor hereby declares pursuant to Section 8 of the German Money Laundering Act
(Geldwäschegesetz) (i) that it is the economic owner (wirtschaftlicher Berechtigter) of its
Accounts other than the Trust Accounts and that it did not, and still does not, act for the
account of third parties in connection with the establishment and the maintenance of such Accounts
other than the Trust Accounts and (ii) that the Original Pledgee 10 is the economic owner
(wirtschaftlicher Berechtigter) of its Trust Accounts.






	13.	 	INTERCREDITOR AGREEMENT



Notwithstanding anything herein to the contrary, the Collateral granted to the Collateral Agent,
for the benefit of the Secured Parties, pursuant to this Agreement and the exercise of any right
or remedy by the Collateral Agent and the other Secured Parties hereunder are subject to the
provisions of the intercreditor agreement, dated as of July 6, 2007 (the “Intercreditor
Agreement”), among Novelis Inc., a corporation formed under the Canada Business Corporations Act,
Novelis Corporation, a Texas corporation, Novelis PAE Corporation, a Delaware corporation, Novelis
Finances USA LLC, a Delaware limited liability company, Novelis South America Holdings LLC, a
Delaware limited liability company, Aluminum Upstream Holdings LLC, a Delaware limited liability
company, Novelis UK Limited, a limited liability company incorporated under the laws of England
and Wales with registered number 00279596, and Novelis AG, a stock corporation (AG) organized
under the laws of Switzerland, AV Aluminum Inc., a corporation formed under the Canada Business
Corporations Act, the subsidiaries of Holdings from time to time party thereto, ABN Amro Bank
N.V., as Revolving Credit Administrative Agent for the Revolving Credit Lenders (as defined in the
Intercreditor Agreement), ABN Amro Bank N.V., acting through its Canadian branch, as Revolving
Credit Canadian Administrative Agent and as Revolving Credit Canadian Funding Agent, LaSalle
Business Credit, LLC, as Revolving Credit Collateral Agent and as Revolving Credit Funding Agent
and UBS AG, Stamford Branch as Term Loan Administrative Agent and as Term Loan Collateral Agent
and certain other persons which may be or become parties thereto or become bound thereto from time
to time. In the event of any conflict or inconsistency between the provisions of the Intercreditor


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Agreement and this Agreement, the provisions of the Intercreditor Agreement shall govern and
control.





	14.	 	NOTICES
	 
	14.1	 	Any notice or other communication in connection with this Agreement shall be in writing and
shall be delivered personally, sent by registered mail or sent by fax (with confirmation copy
by registered mail) to the following addresses:
	 
	14.1.1	 	If to the Pledgees and Collateral Agent:





	 	 	 	 	 	 	 
	 	 	 	 	LaSalle Business Credit, LLC, as Collateral Agent
	 
	 	 	 	 	 	 
	 	 	 	 	135 South LaSalle Street, Suite 425
	 	 	 	 	Chicago, IL 60603, USA
	 
	 	 	 	 	 	 
	 

	 	 	 	Attention:
	 	Account Officer
	 

	 	 	 	Fax:
	 	+1.312.992-1501
	 
	 	 	 	 	 	 
	 	 	with a copy to:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 
	 	 	 	 	 	 
	 	 	 	 	333 West Wacker Drive, Suite 2100
	 	 	 	 	Chicago, IL 60606, USA
	 
	 	 	 	 	 	 
	 

	 	 	 	Attention:
	 	Seth E. Jacobson
	 

	 	 	 	Fax:
	 	+1.312.407-8511
	 

	 	 	 	Phone:
	 	+1.312.407-0889







	14.1.2	 	If to Pledgor:





	 	 	 	 	 
	 

	 	Address:
	 	Novelis Deutschland GmbH
	 
	 	 	 	 
	 

	 	 	 	Hannoversche Straße 1,
	 
	 	 	 	 
	 

	 	 	 	37075 Göttingen, Germany
	 
	 	 	 	 
	 

	 	Attention:
	 	Geschäftsführung




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	 	 	Fax: +49 551 304 4902
	 
	 	 	or to such other address as the recipient may notify or may have notified to the other
party in writing.
	 
	14.2	 	Any notice or other communication under this Agreement shall be in English or in German. If
in German, such notice or communication shall be accompanied by a translation into English.
	 
	15.	 	WAIVER
	 
	15.1	 	No failure to exercise or any delay in exercising any right or remedy hereunder by the
Pledgees shall operate as a waiver hereunder. Nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise of any right or
remedy.
	 
	15.2	 	Any rights of the Pledgees pursuant to this Agreement, including the rights under this
Clause, may be waived only in writing.
	 
	16.	 	COUNTERPARTS
	 
	16.1	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Agreement by telecopier shall be equally as effective as delivery of an
original executed counterpart of this Agreement. Any party delivering an executed counterpart
of this Agreement by telecopier also shall deliver an original executed counterpart of this
Agreement but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.
	 
	17.	 	GOVERNING LAW AND JURISDICTION
	 
	17.1	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.




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	17.2	 	For any disputes arising out of or in connection with this Agreement the courts in
Frankfurt am Main, Federal Republic of Germany shall have exclusive jurisdiction. The
Pledgees, however, shall also be entitled to take legal action against the Pledgor before
any other court having jurisdiction over the Pledgor or any of the Pledgor’s assets.
	 
	18.	 	LIABILITY AND INDEMNIFICATION
	 
	18.1	 	Without extending the Collateral Agent’s liability as set forth in Section 10.09 of the
Credit Agreement, neither of the Pledgees nor the Collateral Agent shall be liable for any
loss or damage suffered by the Pledgor except for such loss or damage which is incurred as a
result of the willful misconduct or gross negligence of a Pledgee or the Collateral Agent.
	 
	18.2	 	The Pledgor shall indemnify the Pledgees and the Collateral Agent and any person appointed by
either the Pledgees or the Collateral Agent under this Agreement against any losses, actions,
claims, expenses, demands and liabilities which are incurred by or made against the Pledgees
and/ or the Collateral Agent for any action or omission in the exercise of the powers
contained herein other than to the extent that such losses, actions, claims, expenses, demands
and liabilities are incurred by or made against the Pledgees and/ or the Collateral Agent as a
result of the gross negligence (grobe Fahrlässigkeit) or
willful misconduct (Vorsatz) of the
Pledgees and/ or the Collateral Agent, as the case may be.
	 
	19.	 	AMENDMENTS




Any amendment to, or modification of, this Agreement, including this Clause, shall be effective
only if made in writing, unless mandatory law provides for more stringent formal requirements.





	20.	 	ANNEXES, SCHEDULES




All Schedules to this Agreement shall form an integral part hereof.





	21.	 	SEVERABILITY
	 
	21.1	 	Should any provision of this Agreement be or become invalid or unenforceable, or should this
Agreement be accidentally incomplete or become incomplete, this shall not affect the validity
or enforceability of the remaining provisions hereof. In lieu of the invalid or unenforceable
provision or in order to remedy any




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	 	 	incompleteness, a provision shall apply which comes as close as possible to that which the
Parties had intended or would have intended if they had considered the matter. In the
event that any Pledge granted under this Agreement shall be impaired or be or become
invalid or unenforceable this shall not affect the validity or enforceability of any other
Pledge granted under this Agreement.
	 
	21.2	 	To the extent that the Pledges have not been properly created or, where applicable, their
nominal denominations have not been made in Euro, the Pledgor undertakes that it will without
promptly (unverzüglich) cure any legal defects, make all necessary acts, and (in the event
that these legal defects render this Agreement invalid or otherwise affect the perfection and
enforceability of the security interest created thereby) re-execute this Agreement.








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Schedule 1




List of Lenders and other Secured Parties



ABN AMRO Bank N.V., with address at 4400 Post Oak Parkway, suit 1500, Houston, TX 77027 USA



ABN AMRO Bank N.V., with address at 15th Floor, TD Waterhouse Tower, 79
Wellington St. W, P.O. Box 114 T-D Centre, Toronto, Ontario Canada, M5K 1G8



LaSalle Bank National Association, a US company with business address at 135 South LaSalle Street,
Chicago, Illinois, USA



General Electric Capital Corporation, a company set up under the laws of Delaware, USA, with
address at 201 Merritt 7, Norwalk, CT 06851, USA



Bank of America, N.A., a company set up under the laws of the USA, with address at 300 Galleria
Parkway, Suite 800, Atlanta, Georgia 30339, USA



National City Business Credit, Inc., a company set up under the laws of Ohio, USA, with business
address at 1965 East 6th Street, 4th Floor, Cleveland, OH 4114, USA



Wachovia Bank N.A., a company set up under the laws of New York, USA, with business address
at 301 S College Street, Charlotte, NC 28202-6000, USA



Lloyds TSB Commercial Finance Limited, a company set up under the laws of England and Wales, with
address at Boston House, The Little Green, Richmond, Surrey, TW9 1QE, United Kingdom



Royal Bank of Canada, a company set up under the laws of Canada, with address at 71 Queen Victoria
Street, London, EC4V 4DE, United Kingdom



Wells Fargo Foothill, LLC, a company set up under the laws of Delaware, USA, with address at 2450
Colorado Avenue, Suite 3000 West, Santa Monica, CA, 404, USA



State of California Public Employees’ Retirement System, a company set up under the laws of the
USA, with address at 400 Q Street, Room E4800, Sacramento, CA 95814, USA



CIT Business Credit Canada Inc., a company set up under the laws of Canada, with address at 207
Queens Quay West, Suite 700, Toronto, Ontario M5J 1AQ7, Canada



The CIT Group/Business Credit, Inc., a company set up under the laws of Delaware, USA, with address
at 11 West 42nd Street, 13th Floor, New York, NY 10036, USA



Natixis, a company set up under the laws the USA, with address at 1251 Avenue of the Americas,
34th Floor, New York, NY 10020, USA



RBS Business Capital, a division of RBS Asset Finance, Inc., a company set up under the laws the
USA, with address at 101 Park Avenue, 11th Floor, New York, NY 10178, USA




ABL Loan: Account Pledge Agreement


 









 







Siemens Financial Services, Inc., a company set up under the laws the USA, with address at 170 Wood
Avenue South, Iselin, New Jersey 08830, USA



PNC Bank, National Association, a company set up under the laws of the USA, with address at One S.
Wacker Drive, Suite 2980, Chicago, IL 60606, USA



Allied Irish Banks, p.l.c., a company set up under the laws of the Republic of Ireland, with
address at 601 South Figueroa Street, Suite 4650, Los Angeles, CA 90017, USA



Citicorp North America, Inc., a company set up under the laws of Delaware, USA, with address at 2
Penns Way, Suite 110, New Castle, Delaware 19720, USA



HSBC Business Credit (USA) Inc., a company set up under the laws of the USA, with address at 1 West
39th Street, Floor 5, New York, New York 10010, USA



UPS Capital Corporation, a company set up under the laws of the USA, with address at 35 Glenlake
Parkway, NE, Atlanta, GA 30328, USA



Commerzbank AG, New York and Grand Cayman Branches, a company set up under the laws of the USA,
with address at Two World Financial Center, New York, New York, USA



Bayerische Landesbank, New York Branch, a company set up under the laws of the USA, with address at
560 Lexington Avenue, New York, New York 10022, USA



UBS AG, Stamford Branch, a company set up under the laws of Switzerland, with address at 677
Washington Boulevard, Stamford, Connecticut 06901, USA




ABL Loan: Account Pledge Agreement

 









 








SCHEDULE 2




LIST OF BANK ACCOUNTS OF PLEDGOR




List of Bank Accounts — Novelis Deutschland GmbH




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank Sort	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Ort	 	Bank	 	Code (BLZ)	 	Account Nr.	 	 	 	Currency	 	Notes	 	Owner	 	Location	 	Contact
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991300*	 	 	 	EUR	 	One-Way Pool	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075
Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991300*	 	 	 	CAD	 	One-Way Pool	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991300*	 	 	 	CHF	 	One-Way Pool	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991300*	 	 	 	DKK	 	One-Way Pool	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991300*	 	 	 	GBP	 	One-Way Pool	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991300*	 	 	 	SEK	 	One-Way Pool	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991300*	 	 	 	USD	 	One-Way Pool	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald








 




			
	*	 	The Accounts marked with an Asterisk are the “Trust Accounts”, and the respective banks are the
“Trust Account Banks”






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	 	 	 	 	 	 	Bank Sort	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Ort	 	Bank	 	Code (BLZ)	 	Account Nr.	 	 	 	Currency	 	Notes	 	Owner	 	Location	 	Contact
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991302	 	 	 	EUR	 	Hauptkonto Währung	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991302	 	 	 	CAD	 	Hauptkonto Währung	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075
Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991302	 	 	 	CHF	 	Hauptkonto Währung	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991302	 	 	 	DKK	 	Hauptkonto Währung	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991302	 	 	 	GBP	 	Hauptkonto Währung	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991302	 	 	 	SEK	 	Hauptkonto Währung	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991302	 	 	 	USD	 	Hauptkonto Währung	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991301	 	 	 	USD	 	Metall	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991301	 	 	 	EUR	 	Rentenkonto	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205995400	 	 	 	EUR	 	ATZ- Gebührenbelastungen	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205995408	 	 	 	EUR	 	Sicherheiten/Rücklagen ATZ	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald






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	 	 	 	 	 	 	Bank Sort	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Ort	 	Bank	 	Code (BLZ)	 	Account Nr.	 	 	 	Currency	 	Notes	 	Owner	 	Location	 	Contact
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991309	 	 	 	EUR	 	Festgelder	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075
Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	205991309	 	 	 	GBP	 	Festgelder	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	209550300	 	 	 	EUR	 	Holding	 	Novelis Aluminium Holding Co.	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Berlin	 	Commerzbank	 	100 400 00	 	1766005	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075
Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Lüdenscheid	 	Commerzbank	 	458 400 26	 	6208870	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Plettenberg	 	Commerzbank	 	458 410 31	 	8203200	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Aschersleben	 	Commerzbank	 	810 400 00	 	6526172	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Germany
	 	Nürnberg	 	Commerzbank	 	760 400 61	 	521823501	 	 	 	EUR	 	Rentenkonto	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald






ABL Loan: Account Pledge Agreement


 









 








Exhibit 1 to Schedule 2 — foreign accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank Sort	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Ort	 	Bank	 	Code (BLZ)	 	Account Nr.	 	 	 	Currency	 	Notes	 	Owner	 	Location	 	Contact
	Spain
	 	Madrid	 	Commerzbank	 	COBAESM	 	3631686	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Great Britain
	 	London	 	Commerzbank	 	COBAGB2	 	1152214	 	 	 	GBP	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Finland
	 	Espoo	 	Nordea Pamki Suomi Oyi	 	NDEAFIHH XXX	 	15713027756	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Denmark
	 	Ishoj	 	Den Danske Bank	 	DABADKK KXXX	 	3326147966	 	 	 	DKK	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	France
	 	Levallois-Perret	 	Societe Generale	 	SOGEFRPP	 	00020491387	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Netherlands
	 	Amsterdam	 	Postbank	 	PSTBNL21	 	1775145	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Belgium
	 	Brüssel	 	Fortis Bank	 	GEBABEBB	 	210073796440	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald
	Netherlands
	 	Dordrecht	 	ABN AMRO Bank NV	 	ABNANL2A	 	417007310	 	 	 	EUR	 	 	 	Novelis Germany GmbH	 	Hannoversche Str. 1 - 37075 Göttingen - Germany	 	Christoph Bienwald







ABL Loan: Account Pledge Agreement


 









 








SCHEDULE 3




NOTICE OF PLEDGE




[Letterhead of Pledgor]




	 	 	 
	From:

	 	Novelis Deutschland
	 

	 	Hannoversche Straße 1
	 

	 	37075 Göttingen
	 

	 	Germany
	 
	 	 
	To:

	 	[ ]
	 

	 	[ ]
	 

	 	Germany
	 
	 	 
	Date:

	 	[ ]
	 
	 	 
	Re:

	 	Accounts Nos. [ ] (the
“Accounts”)





We hereby give you the notice that by a pledge agreement dated July 6, 2007 (the “Account Pledge
Agreement”) we have pledged in favor of LaSalle Business Credit, LLC (the “Collateral Agent”) and
the other pledgees set out in the Account Pledge Agreement (together with the Collateral Agent, the
“Secured Parties”) all present and future credit balances, including all interest payable, from
time to time standing to the credit on each of the above Accounts (which shall include all
sub-accounts, renewals, re-designation, replacements and extensions thereof). A copy of the
Account Pledge Agreement is attached hereto.



Please note that we have waived all rights of confidentiality (Bankgeheimnis) in relation to all
accounts held with you for the benefit of the Secured Parties. We hereby instruct you to provide
the Collateral Agent with all information requested by it concerning the Accounts.



Until you receive notice to the contrary from the Collateral Agent, we may continue to operate the
Account(s) and in particular may dispose of the amounts credited to the Account(s). Upon receipt
of the aforesaid notice to the contrary, you as Account Bank, shall not permit any dispositions by
us of amounts credited to the Account(s).



Please acknowledge receipt of this notice and your agreement to the terms hereof by signing the
enclosed copy and returning the same to LaSalle Business Credit, LLC,, having its business address
at 135 South LaSalle Street, Suite 425, Chicago, IL 60603, USA, fax number 

+ 1-312-904-6450, to
the attention of Account Officer, in its capacity as Collateral Agent with a copy to ourselves.





ABL Loan: Account Pledge Agreement


 









 





Yours faithfully,




For and on behalf of

Novelis Deutschland GmbH




ABL Loan: Account Pledge Agreement


 









 








SCHEDULE
4




FORM OF ACKNOWLEDGEMENT




Letterhead of Account Bank




	 	 	 
	From:

	 	Commerzbank AG
	 

	 	(the Account Bank)
	 
	 	 
	To:

	 	LaSalle Business Credit, LLC
	 
	 	 
	 

	 	as Collateral Agent
	 
	 	 
	 

	 	135 South LaSalle Street, Suite 425,
	 

	 	Chicago, IL 60603,
	 

	 	USA
	 
	 	 
	 

	 	Fax:               + 1-312-904-6450
	 

	 	Attention:     Account Officer
	 
	 	 
	Copy to:

	 	Novelis Deutschland GmbH
	 
	 	 
	 

	 	Hannoversche Straße 1
	 

	 	37075 Göttingen
	 

	 	Germany






Date: (_________)



Acknowledgement of Receipt of Notification of Pledge according to Account Pledge Agreement dated
(...) — Bank Account No. (...)




Dear Sirs,



We acknowledge receipt of the above notice and confirm that we have neither received any previous
notice of pledge relating to the Account nor are we aware of any third party rights in relation to
the Account, except of the pledges granted under the Pledge Agreement dated [Citibank] which rank
in priority before the pledges over the Account granted to the Security Agent by the Pledgor. We
have not assessed the validity of the pledge.



We hereby agree not to make any set-off or deduction from the Account or invoke any rights of
retention in relation to the Account during the existence of the pledge, other than in relation to
charges payable in connection with the maintenance of the Account or other bank charges or fees
payable in the ordinary course of business or in relation to amounts arising from the return of
direct debits or cheques credited to the above Account.




ABL Loan: Account Pledge Agreement


 









 







We agree that the pledge in our favour over the Account granted pursuant to our General Business
Conditions shall rank behind all the pledges over the Account granted to the Security Agent by the
Pledgor pursuant to the Account Pledge Agreement dated (...) of which we have been notified by the
Pledgor.



We take note of the fact that until notice to the contrary from the Security Agent to be served to
us as Account Bank, the Pledgor may continue to operate the Account and in particular may dispose
over the amounts standing to the credit of the Account.



Please send such aforesaid notice directly to




Commerzbank AG

GKE Ost

Potsdamer Str. 125

10783 Berlin

Fax: + 49 30 / 2653-2720




	 	 	 
	 

(duly authorised signatory of the Account Bank)

	 	 






ABL Loan: Account Pledge Agreement


 











 





Signatories




	 	 	 
	Pledgor
	 	 
	NOVELIS DEUTSCHLAND GMBH
	 	 
	 
	 	 
	/s/ Gottfried Weindl
 

Name: Gottfried Weindl

	 	 
	Title:   Managing Director (Geschäftsführer)
	 	 






Novelis AG Account Pledge Agreement




 









 





Signatories




	 	 	 
	Original Pledgee 1 and Collateral Agent
	 	 
	LASALLE BUSINESS CREDIT, LLC
	 	 
	 
	 	 
	/s/ Stefal
Name:	 	 
	Title:
	 	 






ABL
Loan: Account Pledge Agreement Novelis Deutschland GmbH




 









 





Signatories




	 	 	 	 	 	 	 
	Original Pledgee 2
	 	 	 	 	 	 
	ABN Amro Bank N.V.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Scott Donaldson

	 	 	 	/s/ J. Westrick	 	 
	 

	 	 	 	 	 	 
	Name: Scott Donaldson

	 	 	 	J. Westrick	 	 
	Title:   Director

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Original Pledgee 3
	 	 	 	 	 	 
	UBS SECURITIES LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Mary E. Evans
 

Name: Mary E. Evans

	 	 	 	/s/ David B. Julie
 

David B. Julie
	 	 
	Title:   Associate Director Banking Products Services, US

	 	 	 	Associate Director Banking Products Services, US	 	 
	 
	 	 	 	 	 	 
	Original Pledgee 4
	 	 	 	 	 	 
	ABN AMRO BANK N.V.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Scott Donaldson

	 	 	 	/s/ J. Westrick	 	 
	 

	 	 	 	 	 	 
	Name: Scott Donaldson

	 	 	 	J. Westrick	 	 
	Title:   Director

	 	 	 	Vice President	 	 
	 
	 	 	 	 	 	 
	Original Pledgee 5
	 	 	 	 	 	 
	BANK OF AMERICA, N.A.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Stephen Y. McGehee
 

Name: Stephen Y. McGehee

	 	 	 	 	 	 
	Title:   Senior Vice President
	 	 	 	 	 	 






ABL Loan: Account Pledge Agreement




 









 





	 	 	 
	Original Pledgee 6
	 	 
	NATIONAL CITY BUSINESS CREDIT, INC.
	 	 
	 
	 	 
	/s/ Robert Bartkowski
 

Name: Robert Bartkowski

	 	 
	Title: Director
	 	 
	 
	 	 
	Original Pledgee 7
	 	 
	CIT BUSINESS CREDIT CANADA INC.
	 	 
	 
	 	 
	/s/ E. Dennis McCluskey

	 	/s/ Darryl Lalach
	 

	 	 
	Name: E. Dennis McCluskey

	 	Darryl Lalach, C.A.
	Title:   President & CEO

	 	Treasurer & V.P. Operations
	 
	 	 
	Original Pledgee 8
	 	 
	ABN AMRO INCORPORATED
	 	 
	 
	 	 
	/s/ David Wood
 

Name: David Wood

	 	 
	Title:   Managing Director
	 	 
	 
	 	 
	Original Pledgee 9
	 	 
	UBS SECURITIES LLC
	 	 
	 
	 	 
	/s/ Mary E. Evans	 	/s/ David B. Julie
	 

	 	 
	 

Name: Mary E. Evans

	 	David B. Julie
	Title:   Associate Director Banking Products Services, US
	 	Associate Director Banking Products Services, US






ABL Loan: Account Pledge Agreement




 









 








Signatories




	 	 	 
	Original Pledgee 10
	 	 
	NOVELIS AG
	 	 
	 
	 	 
	/s/ P. Hen                         /s/ F. Floto	 	 
	 

Name: P. Hen                   F. Floto

	 	 
	Title:
Officer                   Officer
	 	 







 
















 








EXHIBIT M-7




Form of

BRAZILIAN SECURITY AGREEMENT




[See attached]




EXHIBIT M-7-1














 




EXECUTION COPY


RECEIVABLES PLEDGE AGREEMENT


This Receivables Pledge Agreement (the “Agreement”) is entered among:


(a) NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place
of business in the City of São Paulo, State of Sao Paulo, at Avenida
das Nações Unidas,
12.551, 15th floor, enrolled with the Taxpayers’ Registry of the Ministry of
Finance (CNPJ/MF) under No. 60.561.800/0001-03, hereby represented in
accordance with its articles of association, by its undersigned legal representatives
(hereinafter referred to as the “Pledgor” or “Novelis do Brasil”); and


(b) LASALLE BUSINESS CREDIT, LLC, a financial institution organized and existing under
the laws of Delaware, having its office at 135 South LaSalle Street, Suite 425 Chicago,
Illinois, 60603, in its capacity as collateral agent on behalf of the Secured Parties under
the Revolving Credit Agreement (as defined below), hereby represented by its undersigned
attorney-in-fact (hereinafter referred to as “LASALLE” or “Collateral
Agent”).

The Pledgor, the Collateral Agent are hereinafter jointly referred to as the “Parties”.


     WHEREAS, Novelis Inc., a corporation formed under the Canada Business Corporations Act (the
“Canadian Borrower”), Novelis Corporation, a Texas corporation, and the other U.S. Subsidiaries of
the Canadian Borrower (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S.
Borrowers”), Novelis UK Ltd, a limited liability company incorporated under the laws of England
and Wales with registered number 00279596 (the “U.K. Borrower”), and Novelis AG, a stock
corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with
the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV
Aluminum Inc., a corporation formed under the Canada Business Corporations Act, the Subsidiary
Guarantors, the Lenders, ABN AMRO Bank N.V., as U.S./European Issuing bank (in such capacity
“U.S./European Issuing Bank”), ABN AMRO Bank N.V. acting through its Canadian Branch, as Canadian
Issuing bank (in such capacity “Canadian Issuing Bank”), ABN AMRO Bank N.V. as swingline lender
(in such capacity, “Swingline Lender”), ABN AMRO Bank N.V., as administrative agent (in such
capacity “Administrative Agent”) for the Lenders, LASALLE Business Credit, LLC as collateral agent
(in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE
Business Credit, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties
and the Issuing Bank, ABN AMRO BANK N.V. acting through its Canadian Branch, as Canadian Funding
Agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V. acting through its Canadian
Branch, as Canadian Administrative Agent (in such capacity, “Canadian Administrative Agent”), UBS
Securities LLC, as syndication agent (in such capacity, “Syndication Agent”), Bank of America,
N.A., National City Business Credit, Inc. and CIT Business Credit Canada, as documentation agents
(in such capacity, “Documentation Agents”), and ABN AMRO Incorporated and UBS Securities LLC, as
joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”), and each financial
institutions that may have become a party thereto, have entered into a certain credit agreement
dated as of July 6, 2007 (as amended, restated, supplemented or otherwise modified, the
“Revolving Credit Agreement”);


1








 




EXECUTION COPY


     WHEREAS, the Borrowers have requested the Lenders to extend credits in form of Revolving
Loans, at any time and from time to time prior to the Final Maturity Date (as such term is defined
in the Revolving Credit Agreement), in an aggregate principal amount at any time outstanding not in
excess of the Dollar Equivalent of US$ 800,000,000.00 (Eight Hundred Million United States Dollars)
plus any commitment increases funded pursuant to Section 2.23 of the Revolving Credit Agreement
(including an initial Canadian commitment of the Dollar Equivalent of US$ 60,000,000,00 (Sixty
Million United States Dollars)) (the “Revolving Credit Facilities”).


     WHEREAS, it is a condition precedent to the obligation of the lenders and the issuers to make
their respective extensions of credit to the Borrowers under the Revolving Credit Agreement, that
the Pledgor shall have executed and delivered this Agreement to the Collateral Agent;


     NOW, THEREFORE, in consideration of the premises and to induce the lenders, the issuers and
the Collateral Agent to enter into the Revolving Credit Agreement, and to induce the lenders and
the issuers to make their respective extensions of credit to the
Borrowers thereunder, the Pledgor
hereby agrees with the Collateral Agent as follows:


Section One — Defined Terms


1.1. Capitalized terms not defined in this Agreement shall have the same meaning given to such
terms in the Term Loan Credit Agreement, unless a contrary indication appears.


1.2 Any references to the Collateral Agent in this Agreement shall be construed as references to
the Collateral Agent acting on behalf of the Secured Parties.


1.3 Any references to a Person in this Agreement shall include its successors and assigns; and


1.4 Any references to a document is a reference to that document as amended, restated, novated
and/or supplemented through the time such reference becomes effective.


1.5 All references to sections and exhibits in this Agreement are references to sections and
exhibits of this Agreement, except if expressly stated otherwise.



Section Two — Purpose


2.1. In order to secure (a) the Obligations, (b) the due and punctual payment and performance of
all obligations of the Borrowers and the other Loan Parties (including overdrafts and related
liabilities) under each Treasury Services Agreement entered into with any counterparty that is a
Secured Party, and (c) all obligations of every nature now or hereafter existing under this
Agreement (the “Secured Obligations”), Pledgor hereby pledges in favor of the Collateral
Agent, on behalf of the Secured Parties, all of its rights and title over all of the credit
instruments, invoices and receivables issued by Pledgor in the normal course of its business,
which are duly identified and described in Exhibit 1 hereto, less the amount of
US$25,000,000 or the equivalent thereof in other currencies (the “Pledged Receivables”)
which receivables are collected by Pledgor and deposited at the bank accounts held by Pledgor
described in Exhibit 2 hereto (the “Bank Accounts”) with all they represent, as
collateral security for the regular and full compliance by the Borrowers of its Secured
Obligations, pursuant to the provisions of Articles 1,451 to 1,460 of the Brazilian Civil Code.


2







 




EXECUTION COPY



	2.2.	 	For the purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of the Secured
Obligations are those described in
	Schedule 2.2. hereof.
	 
	2.3.	 	Under the terms of Article 1,452, sole paragraph, of the Brazilian Civil Code, the Pledgor is
ensured the right to maintain possession of

	the documentation evidencing the title of the Pledged
Receivables, being responsible, however, for its conservation and maintenance.
	 
	2.4. 	 	In order to comply with Article 1,453 of the Brazilian Civil Code, Pledgor hereby agrees and
undertakes to notify each of the banks in
	which the Bank Accounts are held within 10 (ten) days as
of the date of execution of this Agreement, in the form of the notice attached hereto as
Schedule 2.4 (the “Notice”).





Section Three – Representations and Warranties


3.1. Pledgor hereby represents and warrants that, as of the date hereof:



	(i)	 	Pledgor is the legal owner of the Pledged Receivables, which are free from any liens other
than (i) those contemplated herein; and (ii) those created under the Receivables Pledge
Agreement entered into by and between UBS AG Stamford Branch, as collateral agent and Novelis
do Brasil Ltda., as of the same date hereof;
	 
	(ii)	 	Pledgor has full capacity to pledge the Pledged Receivables in favor of the Collateral
Agent, and that the execution, delivery, performance and grant of the pledge created hereby
have been duly authorized by all necessary corporate actions on the part of Pledgor, and do
not and will not (i) violate any provision of the articles of association, charter or other
organizational documents of Pledgor, or (ii) conflict with, result in a breach of, or
constitute (or, with the giving of notice or lapse of time or both, would constitute) a
default under, or, except for consents and approvals that have been obtained and are in full
force and effect, require the approval or consent of any person pursuant to any material
contractual obligation of Pledgor, or (iii) violate any applicable law binding on Pledgor;
	 
	(iii)	 	Upon completion of the registration and the delivery of the notice as required in Section 5
and Schedule 2.4. hereof, the pledge of the Pledged Receivables will constitute a legal,
valid, and perfected security interest on the Pledged Receivables, enforceable in accordance
with its terms against Pledgor and any third parties, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to
creditors’ rights generally;
	 
	(iv)	 	The disposal of the Pledged Receivables, judicially and/or out of court, under the terms of
this Agreement, does not violate any law, rules, regulations, agreements, injunctions,
decrees or court rulings binding upon Pledgor. There is no action, suit, proceeding,
arbitration or governmental investigation pending or threatened in respect to the Pledged
Receivables. There exists no impediment that would prevent the disposal of the Pledged
Receivables, judicially and/or out of court, under the terms of this Agreement;
	 
	(v)	 	Pledgor has not sold or granted any rights of preemption over or agreed to sell or grant any
right of preemption over or otherwise disposed of or agreed to dispose of the benefit of all
or any of its rights, title and interest in and to all or any part of the Pledged
Receivables;




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	(vi)	 	Pledgor has full knowledge of all terms and conditions of the Revolving Credit Agreement,
and of the Intercreditor Agreement including but not limited to the basic terms of the
Secured Obligations as described in Schedule 2.2 hereto; and
	 
	(vii)	 	The undertaking by Pledgor of the obligations provided herein will not, in any event, cause
any material adverse effect upon or any material change to the business, operations,
properties, equipment, condition (financial or otherwise) or prospects of Pledgor, or the
impairment of the ability of Pledgor to perform and conduct its business in its normal course
(“Material Adverse Effects”).




3.2. Pledgor further undertakes to maintain valid the representations and warranties in this
Section 3 during the term of this Agreement.




Section Four — Covenants



4.1. Pledgor covenants and agrees that until termination and discharge of this Agreement in
accordance with Section 7:



(i) Pledgor will, at its sole cost and expense, make, execute, acknowledge and deliver all such
further acts, deeds, conveyances, agreements, assignments, notices of assignment and additional
transfers as the Collateral Agent shall from time to time reasonably request, which may be
necessary in the reasonable judgment of the Collateral Agent to assure, perfect, assign or
transfer to the Collateral Agent the security interest and the rights created, transferred or
assigned hereunder. All reasonable costs and expenses in connection with the granting and
maintenance of the security interests hereunder, including reasonable legal fees and other
reasonable costs in connection with the grant, registration, perfection, maintenance or continuity
of the security interests hereunder or the preparation, execution or registration of documents and
any other acts which the Collateral Agent may reasonably incur in connection with the granting,
registration, perfection, maintenance or continuity of such security interest, shall be paid by
Pledgor promptly upon demand. Pledgor will not, and will not permit any of its subsidiaries to,
without the prior approval of the Collateral Agent, enter into any agreement which may impair
their ability to comply with, or which may prohibit them from complying with, the provisions
hereof.



(ii) As a mean to comply with the obligations set forth herein, in accordance with Article 684 of
the Brazilian Civil Code, it shall grant, execute and deliver to the Collateral Agent on the date
hereof (and on any later date to each successor of the Collateral Agent, as necessary to ensure
that such successor Secured Party has powers to carry out the acts and rights specified herein),
and shall maintain in full force and effect until the full payment of the Secured Obligations, an
irrevocable power of attorney in the form of Exhibit 3 hereto. The powers granted are
irrevocable during the entire term of this Agreement;



(iii) It shall, upon the occurrence and continuation of an Event of Default, as may be evidenced
by written notice from any of the Collateral Agent to Pledgor (irrespective of any notice to the
contrary by any other third party), comply with all written instructions received by it from any
of the Collateral Agent in connection with the exercise by the Collateral Agent of the remedies
set forth in Section 6 hereof;



(iv) It shall notify Collateral Agent, in reasonable details, within 5 (five) days of the
occurrence of any event that causes a Material Adverse Effect, or the impairment of the ability of
Pledgor to perform, or Collateral Agent to enforce, any obligation under this Agreement or any
event that might affect the integrity or value of the Pledged Receivables or the rights of the
Collateral Agent under this Agreement; and




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(v) It will comply in all respects with all applicable laws of any governmental authority having
jurisdiction over its business.




Section Five — Registration of the Pledge



5.1. Pledgor shall, within 20 (twenty) days, counting from the date hereof, file this Agreement
for registration in the competent Registry of Deeds and Documents to perfect the pledge of the
Pledged Receivables and deliver to Collateral Agent evidence of such filing. As soon as possible,
but in no event later than 20 (twenty) days from the date such registration is completed, Pledgor
shall deliver to the Collateral Agent evidence that this Agreement was duly registered and
recorded in the competent Registry of Deeds and Documents.




Section Six — Rights and Powers of the Collateral Agent upon an Event of Default;
Remedies.



6.1. Without prejudice to any of the foregoing provisions and the possibility of judicial
enforcement of this Agreement, upon the occurrence and during the continuation of an Event of
Default, the Collateral Agent shall be entitled to instruct Pledgor in writing to deliver the
Pledged Receivables or any part thereof to the Secured Parties (directly or through the Collateral
Agent) at any place or places designated by the Collateral Agent and is hereby and by means of the
power of attorney referred to in Section 4.1 (iv) hereof, irrevocably and irreversibly
entitled to dispose of, collect, receive and/or realize upon the Pledged Receivables (or any part
thereof), and forthwith sell or assign, give option or options to purchase or otherwise dispose of
the Pledged Receivables or any part thereof, at such price and upon such terms and conditions as
it may deem appropriate, which shall be compatible with the conditions for the negotiation in
equivalent conditions in an extra-judicial sale to be executed by the Collateral Agent, which
conditions are hereby accepted, as of the date hereof, by the Parties as sufficient for the
validity and effectiveness of such extra-judicial sale, in accordance with the provisions set
forth in Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, and apply
the proceeds thus received for payment of the Secured Obligations. Any notice given by the
Collateral Agent that an Event of Default has occurred and is continuing or has ceased shall be
conclusive as against Pledgor and all other third Parties, absent manifest error. Without
limitation of other rights, upon the occurrence and during the continuation of an Event of
Default, the Collateral Agent shall be entitled to instruct any third Parties to make payments
required by such Pledged Receivables directly to the Secured Parties or the Collateral Agent, as
instructed by the Collateral Agent, to be applied for the payment of the Secured Obligations as
provided in the Revolving Credit Agreement, undertaking to return to Pledgor any amounts in excess
of the Secured Obligations.




Section Seven — Term



7.1. This Agreement shall remain in effect as of the date hereof and until the actual, irrevocable
and full compliance of all Secured Obligations, existing under the terms of the Revolving Credit
Agreement.




Section Eight — Application of Proceeds of the Sale of the Pledged Receivables



8.1. Any moneys received by the Collateral Agent pursuant to this Agreement shall after
foreclosure of the pledge of the Pledged Receivables be applied, totally and as soon as




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practicable, by the Collateral Agent, in or towards payment of the Secured Obligations in
accordance with the terms of the Revolving Credit Agreement and the Intercreditor Agreement (as
defined below), but without prejudice to the right of the Collateral Agent to recover any
shortfall on the payments of the Secured Obligations from Pledgor. Once the Secured Obligations
are paid in full, the Collateral Agent hereby undertake to return all and any excess of the moneys
obtained by the foreclosure of the pledge of the Pledged Receivables to Pledgor.


Section Nine — Further Assurances


9.1. Pledgor will, from time to time, at its sole cost and expense, do, execute, acknowledge and
deliver all such further acts, deeds, assignments, notices of assignment and transfers (including
as the Collateral Agent shall from time to time request), which may be necessary in the reasonable
judgment of the Collateral Agent from time to time to assure, perfect, convey, assign and transfer
to the Collateral Agent the rights conveyed or assigned hereunder. All costs and expenses in
connection with the grant or continuation of any security interests hereunder, including legal
fees and other costs and expenses in connection with the grant, registration, perfection,
maintenance or continuation of any security interests hereunder or the preparation, execution,
delivery, recordation or filing of documents and any other acts (including as Security Parties may
reasonably request) which may be necessary in connection with the grant, registration, perfection,
maintenance or continuation of such security interests, shall be paid by Pledgor promptly upon
demand. Pledgor will not enter into or become subject to any agreement which would impair its
ability to comply, or which would purport to prohibit it from complying, with the provisions
hereof, such agreement being considered ineffective to the Collateral Agent.



Section Ten — Collateral Agent Consent


10.1. It is understood that, as long as the amounts due under the Revolving Credit Agreement are
not fully repaid, Pledgor shall not, directly or indirectly, issue, sell, transfer, assign, pledge
or otherwise encumber any of the Pledged Receivables, or grant any options or rights with respect
to the Pledged Receivables, except for (i) liens on such Pledged Receivables; (ii) other ownership
interests created pursuant to the terms of the Loan Documents and for transfers and assignments
permitted thereunder; and (iii) those created under the Receivables Pledge Agreement entered into
by and between UBS AG Stamford Branch, as collateral agent, and Novelis do Brasil Ltda., as of the
same date hereof.



Section Eleven – Amendments, etc. with Respect to the Secured Obligations


11.1. Pledgor shall remain obligated hereunder, and the Pledged Receivables shall remain subject
to the security interests granted hereby, at all times until termination of this Agreement
pursuant to Section 7 hereof, notwithstanding that, and without limitation and without any
reservation of rights against Pledgor, and without notice to Pledgor:


(a) the liability of Pledgor and/or any other third party upon or for any part of the Secured
Obligations, or any security or guarantee therefor or right of setoff with respect thereto, is,
from time to time, in whole or in part, renewed, extended, increased, amended, modified,
accelerated, compromised, waived, surrendered, or released by the Collateral Agent;


(b) the Revolving Credit Agreement is modified, assigned or supplemented, in whole or in part, in
accordance with the terms of such agreement; and



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(c) any guaranty, right to setoff or other security at any time held by the Collateral Agent for
the payment of the Secured Obligations is sold, exchanged, waived, surrendered or released.



11.2. For the purposes of Articles 360, 361 and 364 of the Brazilian Civil Code, any assignment
under the Revolving Credit Agreement (provided such assignment is in accordance with the Revolving
Credit Agreement) does not constitute a new obligation of Pledgor, and any assignee will become a
Secured Party hereunder and shall be entitled to and have the same rights as the initial Secured
Parties, hereby represented by Collateral Agent, to any and all Pledged Receivables.




Section Twelve — Waiver and Amendments



12.1. No course of dealing between Pledgor and the Collateral Agent, nor any failure to exercise,
nor any delay in exercising, on the part of any Secured Party any right, power or privilege
hereunder or under the Revolving Credit Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, power or privilege hereunder or thereunder preclude any
other or further exercise thereof or the exercise of any other right, power or privilege.



12.2. Notwithstanding any provisions of this Agreement, no amendment of any provision of this
Agreement (including any waiver or consent relating thereto) shall be effective unless the same
shall have been consented to and signed by all parties hereto.




Section Thirteen — Rights and Remedies of the Collateral Agent



13.1. The rights and remedies provided herein, in the Revolving Credit Agreement, and in the Loan
Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law including, without limitation, the rights and remedies of the Collateral Agent
under Brazilian Law.



13.2. The pledge hereunder constitutes a non-exclusive collateral security for the
compliance by the Borrowers with its payment obligations under the Revolving Credit Agreement, the
institution of this pledge does not preclude the institution of any other collateral securities in
the benefit of the Collateral Agent pursuant to the Revolving Credit Agreement.




Section Fourteen — Severability



14.1 The provisions of this Agreement are several, and if any Section or provision shall be held
invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such Section or provision or part thereof in such jurisdiction
and shall not in any manner affect such Section or provision in any other jurisdiction, or any
other Section or provision in this Agreement in any jurisdiction.




Section Fifteen — Complete Agreement; Successors and Assignees



15.1. This Agreement is intended by the Parties as the final expression of their agreement
regarding the subject matter hereof and as a complete and exclusive statement of the terms and
conditions of such agreement. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and permitted assignees.




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15.2. Pledgor may not assign nor transfer all or part of its rights or obligations hereunder,
except with the prior written consent of Collateral Agent.



Section Sixteen — Effectiveness


16.1. To the extent permitted by applicable law, this Agreement shall continue to be effective, or
be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Pledgor, or upon or
as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar
officer for Pledgor or any substantial part of its property, or otherwise, all as though such
payments had not been made.



Section Seventeen
— Pursuit of Rights and Remedies against Pledgor and Further Action


17.1. The institution by Collateral Agent of any action or proceeding to enforce the pledge
hereunder shall not affect or diminish the rights of the Collateral Agent to institute any action
or proceeding against Pledgor, including an action for specific performance in the event of
non-compliance on the part of Pledgor of any of its obligations under this Agreement.



Section Eighteen — Notices


18.1. Any and all notices or any other communications required or allowed under this Agreement
shall be in writing, by means of hand delivery, facsimile, courier, or registered letter, with
return receipt requested, pre-paid postage, addressed to the relevant Party who receives them at
his/her respective addresses as provided below, or to any other address as such Party may provide
to the others by means of a notice. Notices to Collateral Agent shall be in English.


(a) to Pledgor:


NOVELIS DO BRASIL LTDA.

Avenida das Nações Unidas, 12.551 – 15th floor

Torre Empresarial World Trade Center

São Paulo            S.P.       Brasil

04578-000

Telefax: 55 11 5503-0714

Attention: Alexandre Moreira Martins de Almeida


(b) to the Collateral Agent:


LASALLE BUSINESS CREDIT, LLC

135 South LaSalle Street, Suite 425

Chicago, Illinois 60603

Attention: Account Officer

Telecopier No.: 312-904-6450


Each Party undertakes to notify the other Parties of any change of address.



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18.2. Any and all notices, directions and communications under this Agreement shall be deemed to
have been given upon when delivered in person or otherwise upon receipt thereof (as evidenced by a
receipt signed by the addressee or, in case of facsimile or mail delivery, by the transmission
report or return receipt).




Section Nineteen — Indemnity and Expenses



19.1. Pledgor agrees to indemnify the Collateral Agent and its officers, directors,
employees, advisors and affiliates (the “Indemnified Parties”) on demand from and against
any and all claims, losses, liabilities, costs, and expenses (including without limitation,
registration and legal fees and expenses) in any way relating to, growing out of or resulting from
a breach of this Agreement and the transactions contemplated hereby (including, without limitation,
from enforcement of this Agreement), except to the extent such claims, losses, liabilities, costs
or expenses result solely from such Indemnified Party’s gross negligence or willful misconduct as
finally determined by a court of competent jurisdiction.



19.2. Pledgor shall pay to Collateral Agent upon demand the amount of any and all costs and
expenses, including the fees and reasonable expenses of its counsel and of any experts and agents,
that Collateral Agent may incur in connection with (i) the collection from the Pledged
Receivables, or (ii) the exercise or enforcement of any of its rights hereunder.



19.3. Taxes and Other Taxes (as these terms are defined in the Revolving Credit
Agreement), charges, costs, and expenses (including legal fees and notarial fees), including
withholding taxes, relating to, resulting from, or otherwise connected with, the Pledge, this
Agreement, the execution, amendment and/or the enforcement of this Agreement, on whomsoever
imposed, shall be borne and paid exclusively by the Pledgor. If this Agreement is enforced, the
Pledgor shall make such additional payments to the Collateral Agent so that the Collateral Agent is
put in the same net-after tax position that the Collateral Agent would have obtained absent the
enforcement of this Agreement.



19.4. If the Pledgor makes a payment hereunder that is subject to withholding tax, the Pledgor
shall increase the amount of such payment such that, after deduction and payment of all such
withholding taxes, the payee receives an amount equal to the amount it would have received if no
such withholding had been imposed; provided, that the relevant persons provide such forms,
certificates and documentation that the Collateral Agent is legally entitled to furnish and would
be required to reduce or eliminate withholding and, with respect to non-U.S. withholding taxes,
would not, in the Collateral Agent’s judgment, subject it to any material unreimbursed costs or
otherwise be disadvantageous to it in any material respect.



19.5. The obligations of Pledgor in this Section 19 shall survive the termination of this Agreement
and the discharge of Pledgor’s obligations under this Agreement.




Section Twenty — No Duty on Collateral Agent’s Part



20.1. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral
Agent’s interests in the Pledged Receivables and shall not impose any duty upon the Collateral
Agent to exercise any such powers. The Collateral Agent shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers, and neither the Collateral Agent
nor any of its officers, directors, employees or agents shall be responsible to Pledgor for any
act or failure to act hereunder except to the extent otherwise provided in the Loan Documents or
under Brazilian Law.




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Section Twenty One — Intercreditor Agreement



21.1. Notwithstanding anything herein to the contrary, the lien and security interest granted to
the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement and the
exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of
the intercreditor agreement, dated as of July 6, 2007 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”),
among NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS
CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS
FINANCES USA LLC, a Delaware limited liability company, NOVELIS SOUTH AMERICA HOLDINGS LLC, A
Delaware limited liability company, ALUMINUM UPSTREAM HOLDINGS LLC, a Delaware limited liability
company, NOVELIS UK LIMITED, a limited liability company incorporated under the laws of England
and Wales with registered number 00279596, and NOVELIS AG, a stock corporation (AG) organized
under the laws of Switzerland, AV ALUMINUM INC., a corporation formed under the Canada Business
Corporations Act (“Holdings”), the subsidiaries of Holdings from time to time party thereto, ABN
AMRO BANK N.V., as administrative agent for the Revolving Credit Lenders (as defined in the
Intercreditor Agreement), LASALLE BUSINESS CREDIT, LLC, as collateral agent for the Revolving
Credit Claimholders (as defined in the Intercreditor Agreement) and as funding agent, ABN AMRO
BANK N.V., Canadian Branch, as Canadian administrative agent for the Revolving Credit Lenders and
as Canadian funding agent, UBS AG, STAMFORD BRANCH, as administrative agent for the Term Loan
Lenders (as defined in the Intercreditor Agreement), and as collateral agent for the Term Loan
Claimholders (as defined in the Intercreditor Agreement) and certain other persons which may be or
become parties thereto or become bound thereto from time to time. IN THE EVENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




Section Twenty Two — Language



21.1. This Agreement is being executed solely in the English language. Pledgor shall, at its own
expense, arrange for this Agreement to be sworn public translated into Portuguese by a sworn
public translator.




Section Twenty Three — Specific Performance



22.1. The
Parties agree and acknowledge that this Agreement constitutes a “titulo executivo
extrajudicial” pursuant to Article 585, item III of the Brazilian Code of Civil Procedure and
grants to each Party the right to seek specific performance in accordance with the applicable
provisions of the Brazilian Code of Civil Procedure, including, without limitation, Articles 461,
632 and 466-B without prejudice to any other rights or remedies available to the Collateral Agent
under applicable law




Section Twenty Three — Governing Law and Jurisdiction



23.1. This Agreement shall be governed by and construed and interpreted in accordance with the
laws of the Federative Republic of Brazil. The Parties elect the courts of the City of São Paulo,
State of São Paulo, Brazil as the competent courts to settle any issues arising out of this
Agreement.




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     The Parties have caused this Agreement to be duly executed in 5 (five) identical
counterparts, in the presence of the two undersigned witnesses.


São Paulo, July 6, 2007.



	 	 	 	 	 
	NOVELIS DO BRASIL LTDA.	 	 
	 
	 	 	 	 
	/s/ Novelis Do Brasil	 	 
	 	 	 
	Name:
	 	NOVELIS DO BRASIL	 	 
	Title:
	 	Antonio Tadeu Coalho Nardocci

Presidente	 	 
	 
	 	 	 	 
	/s/ Alexandre M. Almeida	 	 
	 	 	 
	Name:
	 	Alexandre M. Almeida	 	 
	Title:
	 	Director Financeiro	 	 
	 
	 	de Servicos Corporativos	 	 
	 
	 	 	 	 
	LASALLE BUSINESS CREDIT, LLC	 	 
	 
	 	 	 	 
	/s/ Ana Carolina de Salles Freire Rutigliano	 	 
	 	 	 
	Name:
	 	Ana Carolina de Salles Freire Rutigliano	 	 
	Title:
	 	Attorney-in-fact	 	 





Witnesses



	 	 	 	 	 	 	 	 	 	 	 
	/s/ Marilisa Mazzin	 	 	 	/s/ Maria Elegiani Damasceno	 	 
	 	 	 	 	 	 	 
	Name:
	 	Marilisa Mazzin
	 	 	 	Name:
	 	Maria Elegiani Damasceno	 	 
	ID:
	 	RG 9.077.267-2 SSP/SP
	 	 	 	ID:
	 	RG 14.231.792-2 SSP/SP	 	 
	 
	 	CPF 006.903.408-77
	 	 	 	 	 	CPF 066.468.708-37	 	 







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EXHIBIT 1




LIST OF RECEIVABLES





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EXHIBIT 2




LIST OF BANK ACCOUNTS




	 	 	 	 	 	 	 
	 	 	TYPE OF	 	BANK OR	 	 
	OWNER	 	ACCOUNT	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Brasil	 	1011-1
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	60032-6
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	175512-9
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Itau S/A	 	12-2
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Safra	 	1751-9
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Caixa	 	230-0
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Citibank	 	396
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Citibank	 	99705079
	Novelis do Brasil Ltda.
	 	Deposit Account	 	ABN Amro	 	3703618
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Unibanco AIG	 	55 19 60200 501/502/510
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Brasil	 	15999-9
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Real	 	8707432-5
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	73076-9
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	3863-6






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EXHIBIT 3




FORM
OF POWER OF ATTORNEY



NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place of
business in the City of São Paulo, State of São Paulo, at
Avenida das Nações Unidas, 12.551,
15th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF)
under No. 60.561.800/0001-03, herein duly represented by its undersigned legal representatives
(“Grantor”), hereby irrevocably constitutes and appoints LASALLE BUSINESS CREDIT, LLC, a financial
institution organized and existing under the laws of Delaware, having its office at 135 South
LaSalle Street, Suite 425 Chicago, Illinois, 60603, in its capacity as collateral agent on behalf
of the Secured Parties under the Revolving Credit Agreement (as defined below), hereby represented
by its undersigned attorney-in-fact (hereinafter referred to “Collateral Agent”) as its
Attorney-in-fact, to act in its name and place, to the fullest extent permitted by law, to do and
perform all and every act whatsoever necessary, in connection with the Receivables Pledge
Agreement, dated as of July 6, 2007 (as amended from time to time the “Receivables Pledge
Agreement”), and pursuant to the terms of such Receivables Pledge Agreement, including without
limitation:



(a) to
execute, deliver and perfect all documents and do all things which
the Attorney-in Fact may
consider to be required or desirable for (a) carrying out any obligations imposed on Pledgor by the
Receivables Pledge Agreement (including the execution and delivery of any notices, deeds, charges,
arrangements or other security and any transfers of the Pledged Receivables), and (b) enabling the
Attorney-in-Fact to exercise, or delegate the exercise of, any of the rights, powers and
authorities conferred on them by or pursuant to the Receivables Pledge Agreement or by law
(including, after the occurrence of an Event of Default, the exercise of any right of a legal or
beneficial owner of the Pledged Receivables);



(b) upon the occurrence of an Event of Default, to dispose of, collect, receive,
appropriate, withdraw, transfer and/or realise upon the Pledged Receivables (or any part thereof)
and forthwith apply the enforcement proceeds for the payment of the Secured Obligations in
accordance with Article 1459 of the Brazilian Civil Code, being vested with all necessary powers
incidental thereto, including, without limitation, to purchase foreign currency and make all
remittances abroad, to sign any necessary foreign exchange contract with financial institutions in
Brazil that may be required to make such remittances and to represent Pledgor before the Central
Bank of Brazil and any other Brazilian governmental authority when necessary to accomplish the
purposes of the Receivables Pledge Agreement;



(c) upon the occurrence of an Event of Default, to take all necessary actions and to execute any
instrument before any governmental authority in the case of a public sale of the Pledged
Receivables in accordance with the terms and conditions set out therein; and



(d) upon the occurrence of an Event of Default, to take any action and to execute any instrument
consistent with the terms of the Receivables Pledge Agreement as it may deem necessary or advisable
to accomplish the purposes of the Receivables Pledge Agreement.



This power of attorney is effective as of the date hereof, provided that the powers to use all or
part of the Pledged Receivables shall only become effective upon the occurrence and the
continuation of an Event of Default.



Capitalized terms used, but not defined herein, shall have the meaning attributed to them in the
Receivables Pledge Agreement.





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The powers granted herein are in addition to the powers granted by Pledgor to Attorney-in-Fact in
the Receivables Pledge Agreement and do not cancel or revoke any of such powers.



This power of attorney is granted as a condition to the Receivables Pledge Agreement and as a
means to comply with the obligations set forth therein, in accordance with Article 684 of the
Brazilian Civil Code.



This power of attorney shall remain valid until the Receivables Pledge Agreement is terminated in
accordance with its terms.




São Paulo, July 6, 2007




	 	 	 	 	 
	NOVELIS DO BRASIL LTDA.	 	 
	 
	 	 	 	 
	 	 	 
	 	 	 
	Name:

	 	NOVELIS DO BRASIL	 	 
	Title:.

	 	Antonio Tadeu Coalho Nardocci

Presidente	 	 
	 
	 	 	 	 
	 	 	 
	 	 	 
	Name:

	 	Alexandre M. Almeida	 	 
	Title:

	 	Director Financeiro	 	 
	 

	 	Serviços Corporativos	 	 






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SCHEDULE 2.2




BASIC TERMS OF SECURED OBLIGATIONS



For the purposes of Article 1,424 of the Brazilian Civil Code, the Secured Obligations are:






	1.	 	Revolving Credit Facilities
	 
	a)	 	Principal Amount




Up to US$900,000,000.00 (nine hundred million United States Dollars).





	b)	 	Termination




Five years from the date hereof.





	c)	 	Interest




At the Borrowers’ option, (i) loans denominated in Dollars will bear interest based on the
Alternate Base Rate or Adjusted LIBOR Rate, as described below (except that all swingline
borrowings will accrue interest based on the Alternate Base Rate plus the Applicable Margin), (ii)
loans denominated in Canadian dollars will bear interest based on the Canadian Base Rate or the BA
Rate, as described below, (iii) loans denominated in Euros will bear interest based on EURIBOR, as
described below and (iv) loans denominated in Sterling will bear interest based on LIBOR, as
described below:




A. Alternate Base Rate Option



Interest will be at the Alternate Base Rate plus the Applicable Margin, calculated on the basis of
the actual number of days elapsed in a year of 365 days and payable monthly in arrears. The
Alternate Base Rate is defined as the higher of the Federal Funds Rate, as published by the
Federal Reserve Bank of New York, plus 1/2 of 1% and the corporate base rate of the Funding Agent,
as established by it from time to time.



Alternate Base Rate borrowings will be in minimum amounts to be agreed upon and (other than
swingline borrowings) will require same day notice by 9:00 am CST.




B. Adjusted LIBOR Option



Interest will be determined for periods to be selected by the Borrowers (“Interest Periods”) of
one, two, three or six months and will be at an annual rate equal to (a)(i) the London Interbank
Offered Rate (“LIBOR”) for the corresponding deposits of Dollars (in the case of loans denominated
in Dollars) or Sterling (in the case loans denominated in Sterling), divided by (ii) 1 minus the
Statutory Reserves, plus (b) without duplication of any increase in the interest rate attributable
to the Statutory Reserves, the Mandatory Costs plus the Applicable Margin (provided that Interest
Periods shall be no more than one month until the earlier of (x) the successful syndication of the
Revolving Credit Facilities (as determined by the Arrangers) and (y) the date that is three months
following the Financing Closing Date). LIBOR will be determined by the Funding Agent at the start
of each Interest Period and will be fixed through such period. Interest will be paid at the end of
each Interest Period or, in the case of Interest Periods longer than three months, quarterly, and
will be calculated on the basis of the actual number of days elapsed
in a year of 360 days. 


LIBOR
borrowings will require three business days’ prior notice, and will be in minimum amounts to be
agreed upon.




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C. Adjusted EURIBOR Option



Interest will be determined for Interest Periods to be selected by the Borrowers of one, two, three
or six months and will be at an annual rate equal to (a)(i) EURIBOR for the corresponding Euro
deposits divided by (ii) 1 minus the Statutory Reserves, plus (b) without duplication of any
increase in the interest rate attributable to the Statutory Reserves, the Mandatory Costs, plus the
Applicable Margin, (provided that Interest Periods shall be no more than one month until the
earlier of (x) the successful syndication of the Revolving Credit Facilities (as determined by the
Arrangers) and (y) the date that is three months following the Financing Closing Date). EURIBOR
will be determined by the Funding Agent at the start of each Interest Period and will be fixed
through such period. Interest will be paid at the end of each Interest Period or, in the case of
Interest Periods longer than three months, quarterly, and will be calculated on the basis of the
actual number of days elapsed in a year of 360 days.



EURIBOR borrowings will require three business days’ prior notice and will be in minimum amounts
to be agreed upon.




D. Canadian Base Rate Option



Interest will be at the Canadian Base Rate plus the Applicable Margin, calculated on the basis of
the actual number of days elapsed in a year of 365 days and payable monthly in arrears. “Canadian
Base Rate” means the rate determined by the Canadian Funding Agent as the rate displayed at or
about 10:30 a.m. (Chicago time) on display page CAPRIME of the Reuters Screen as the prime rate
for loans denominated in Canadian Dollars by Canadian banks to borrowers in Canada; provided,
however, that, in the event that such rate does not appear on the Reuters Screen on such day or if
the basis of calculation of such rate is changed after the date hereof, and, in the reasonable
judgment of the Canadian Funding Agent, such rate ceases to reflect each Canadian Lender’s cost of
funding to the same extent as on the date hereof, then the “Canadian Base Rate” shall be the
average of the floating rate of interest per annum established (or commercially known) as “prime
rate” for loans denominated in Canadian Dollars on such day by three major Canadian banks selected
by the Canadian Funding Agent.



Canadian Base Rate borrowings will require one business days’ prior notice and will be in minimum
amounts to be agreed upon.




E. BA Rate Option



Interest will be determined for bankers acceptance (“BA”) periods to be selected by Borrower of
30, 60, 90 or 180 days at an annual rate equal to the BA Discount Rate (as defined below) plus
stamping fees equal to the applicable Interest Margin, calculated on the basis of the actual
number of days elapsed in a year of 365 days and payable at the beginning of each BA interest
period (provided that BA interest periods shall be no more than 30 days until the earlier of (x)
the successful syndication of the Revolving Credit Facilities (as determined by the Arrangers) and
(y) the date that is three months following the Financing Closing Date). The discounted proceeds
of each BA issuance shall net from the discounted proceeds the stamping fee calculated on the face
amount of each BA for the selected BA interest period.



“BA Discount Rate” means, in respect of a BA being accepted by a Lender on any date: (1) for a
Lender that is listed on Schedule I to the Bank Act (Canada), the average offered rate for bankers’
acceptances for the applicable period as appearing on the Reuters Screen CDOR Page (the “CDOR
Rate”); and




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(2) for a Lender that is not listed in Schedule I to the Bank Act (Canada), the rate established by
the Funding Agent to be the lesser of (a) the CDOR Rate plus 10 basis points; and (b) the
arithmetical average of the rates quoted by each Canadian Schedule II/III Reference Lender as the
discount rate at which such Canadian Schedule II/III Reference Lender would purchase, on the first
day of such BA Interest Period, its own bankers’ acceptances or drafts having an aggregate face
amount equal to, and with a BA Interest Period similar to, the proposed BA Rate Loan.



BA Rate borrowings will require two business days’ prior notice and will be in minimum amounts to
be agreed upon.





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SCHEDULE 2.4




FORM OF NOTICE




[Pledgor’s letterhead]




[***DATE***]




To

[Name of Bank]



Ref.: Receivables Pledge Agreement (the “Receivables Pledge Agreement”), dated July 6, 2007,
entered into by and among Novelis do Brasil, a Brazilian limited liability company with its
principal place of business in the City of São Paulo, State of
São Paulo, at Avenida das Nações
Unidas, 12.551, 15th floor, enrolled with the Taxpayers’ Registry of the Ministry of
Finance (CNPJ/MF) under No. 60.561.800/0001-03 (“Novelis do Brasil”), and LASALLE BUSINESS CREDIT,
LLC, a financial institution organized and existing under the laws of Delaware, having its office
at 135 South LaSalle Street, Suite 425 Chicago, Illinois, 60603, (hereinafter referred to as
“LASALLE” or “Collateral Agent”).



Dear Sirs:




          Please be advised that, pursuant to the Receivables Pledge Agreement referenced above, all of
our receivables, due and payable, and all credit rights derived from the credit instruments
(Duplicatas) issued by us in the normal course of our business, which receivables and credit rights
are collected at out bank account No. [§], have been pledged, as set forth in the Receivables
Pledge Agreement, in favor of the Collateral Agent.




          Novelis do Brasil hereby irrevocably instructs you as follows: following the occurrence of an
Event of Default, which is continuing, unremedied and unwaived under the Revolving Credit
Agreement, as shall be informed to you by a conclusive and written notice of the Collateral Agent
(irrespective of any notice to the contrary from Novelis do Brasil), you shall immediately act in
accordance with instructions received from the Collateral Agent with respect to the amounts due by
you to Novelis do Brasil (Irrespective of any notice to the contrary from Novelis do Brasil).



The instructions contained herein may not be revoked, amended or modified without the prior written
consent of the Collateral Agent.



Capitalized terms used, but not defined herein, shall have the meaning attributed to them in the
Receivables Pledge Agreement.




Very truly yours,




Novelis do Brasil Ltda.




	 	 	 
	/s/ NOVELIS DO BRASIL
	 
	Name:

	 	NOVELIS DO BRASIL
	Title:

	 	Antonio Tadeu Coalho Nardocci

Presidente
	 
	 	 
	/s/ Alexandre M. Almeida
	 
	Name:

	 	Alexandre M. Almeida
	Title:

	 	Director Financeiro

Serviços Corporativos






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EQUIPMENT AND INVENTORY PLEDGE AGREEMENT



This Equipment and Inventory Pledge Agreement (the “Agreement”) is made by and among:





(a) NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place
of business in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas,
12.551, 15th floor, enrolled with the Taxpayers’ Registry of the Ministry of
Finance (CNPJ/MF) under No. 60.561.800/0001-03, hereby represented in accordance with its
articles of association, by its undersigned legal representatives (hereinafter referred to as
the “Pledgor” or “Novelis do Brasil”): and




(b) LASALLE BUSINESS CREDIT, LLC, a financial institution organized and existing under the
laws of Delaware, having its office at 135 South LaSalle Street, Suite 425 Chicago, Illinois,
60603, in its capacity as collateral agent on behalf of the Secured Parties under the
Revolving Credit Agreement (as defined below), hereby represented by its undersigned
attorney-in-fact (hereinafter referred to as “LASALLE” or “Collateral
Agent”).


The Pledgor and the Collateral Agent are hereinafter jointly referred to as the “Parties”.




     WHEREAS, Novelis Inc., a corporation formed under the Canada Business Corporations Act (the
“Canadian Borrower”), Novelis Corporation, a Texas corporation, and the other U.S. Subsidiaries of
the Canadian Borrower (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S.
Borrowers”), Novelis UK Ltd, a limited liability company incorporated under the laws of England and
Wales with registered number 00279596 (the “U.K. Borrower”), and Novelis AG, a stock corporation
(AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian
Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV Aluminum Inc., a
corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the
Lenders, ABN AMRO Bank N.V., as U.S./European issuing bank (in such capacity “U.S./European Issuing
Bank”), ABN AMRO Bank N.V. acting through its Canadian Branch, as Canadian issuing bank (in such
capacity “Canadian Issuing Bank”), ABN AMRO Bank N.V. as swingline lender (in such capacity,
“Swingline Lender”), ABN AMRO Bank N.V., as administrative agent (in such capacity “Administrative
Agent”) for the Lenders, LASALLE Business Credit, LLC as collateral agent (in such capacity,
“Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE Business Credit, LLC as
funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, ABN
AMRO BANK N.V. acting through its Canadian Branch, as Canadian Funding Agent (in such capacity,
“Canadian Funding Agent”), ABN AMRO BANK N.V. acting through its Canadian Branch, as Canadian
Administrative Agent (in such capacity, “Canadian Administrative Agent”), UBS Securities LLC, as
syndication agent (in such capacity, “Syndication Agent”), Bank of America, N.A., National City
Business Credit, Inc. and CIT Business Credit Canada, as documentation agents (in such capacity,
“Documentation Agents”), and ABN AMRO



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Incorporated and UBS Securities LLC, as joint lead arrangers and joint bookmanagers (in such
capacities, “Arrangers”), and each financial institutions that may have become a party thereto,
have entered into a certain credit agreement dated as of July 6, 2007 (as amended, restated,
supplemented or otherwise modified, the “Revolving Credit Agreement”);



     WHEREAS, the Borrowers have requested the Lenders to extend credits in form of Revolving
Loans, at any time and from time to time prior to the Final Maturity Date (as such term is defined
in the Revolving Credit Agreement), in an aggregate principal amount at any time outstanding not in
excess of the Dollar Equivalent of US$ 800,000,000.00 (Eight Hundred Million United States Dollars)
plus any commitment increases funded pursuant to Section 2.23 of the Revolving Credit Agreement
(including an initial Canadian commitment of the Dollar Equivalent of US$ 60,000,000,00 (Sixty
Million United States Dollars)) (the “Revolving Credit Facilities”).



     WHEREAS, it is a condition precedent to the obligation of the Lenders and the issuers to make
their respective extensions of credit to the Borrowers under the Revolving Credit Agreement, that
the Pledgor shall have executed and delivered this Agreement to the Collateral Agent;



     NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the issuers and
the Collateral Agent to enter into the Revolving Credit Agreement, and to induce the lenders and
the issuers to make their respective extensions of credit to the Borrowers thereunder, the Pledgor hereby agrees with the Collateral Agent as follows:



     1. Definitions.



     (a) Capitalized terms not defined in this Agreement shall have the same meaning given to such
terms in the Revolving Credit Agreement, unless a contrary indication appears.



     (b) Any references to the Collateral Agent in this Agreement shall be construed as references
to the Collateral Agent acting on behalf of the Secured Parties.



     (c) Any references to a Person in this Agreement shall include its successors and assigns.



     (d) Any references to a document is a reference to that document as amended, restated, novated
and/or supplemented through the time such reference becomes effective.



     (e) All references to sections and exhibits in this Agreement are references to sections and
exhibits of this Agreement, except if expressly stated otherwise.



     2. Grant of Security Interest. In order to secure (a) the Obligations, (b) the due and
punctual payment and performance of all obligations of the Borrowers and the other Loan Parties
(including overdrafts and related liabilities) under each Treasury Services Agreement entered into
with any counterparty that is a Secured Party, and (c) all obligations of every nature now or
hereafter existing under this Agreement (the



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“Secured Obligations”), Pledgor hereby pledges to the Collateral Agent on behalf of the
Secured Parties all its fixed assets and all inventory located in all locations set forth in
Exhibit 1 hereto (“Places of Business”). The fixed assets and inventory are duly described
and identified in Exhibit 2 hereto (collectively the “Pledged Assets”). For the
purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of Secured Obligations are
duly described in Exhibit 3 hereto.




     3. Restriction on Transfers and Encumbrances. Except in accordance with the terms and
conditions of the Revolving Credit Agreement, the Pledged Assets may not be assigned, sold or in
any other way transferred by Pledgor or by any other means whatsoever become subject to any liens
or encumbrances, until complete performance of the Secured Obligations, pursuant to
Section 13 below. Notwithstanding, the Collateral Agent on behalf of the Secured Parties
may release any Pledged Assets if so requested by Pledgor, for purposes of allowing the latter to
effect an asset sale permitted under the Revolving Credit Agreement, with due observance of the
provisions contained therein.



     4. Registration of the Pledge of the Pledged Assets. Pledgor shall, within 20 (twenty)
days after the execution of this Agreement or any amendment hereto (as defined below) entered into
as provided for under Section 14, register this Agreement and any amendments hereto with
the competent Registries of Real Estate of the Cities where the Pledged Assets are located
(Cartórios de Registro de Imóveis) and deliver to the Collateral Agent evidence of such
registrations. Pledgor shall pay all expenses incurred in connection with such registrations.



     5. Representations and Warranties. Pledgor hereby represents and warrants
to the Collateral Agent on behalf of the Secured Parties, as representative of the Secured Parties,
that on the date hereof:



          (a) the security interest created hereby will, upon completion of the registrations required
by Section 4 hereof, constitute, subject to the Intercreditor Agreeement, a first priority,
legal, valid and effective security interest against any third parties on the Pledged Assets,
enforceable in accordance with its terms and conditions, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’
rights generally; provided, however, that any security interest to be created hereby on any
Pledged Asset which has not been acquired or received by Pledgor until the date hereof, shall be
deemed to have been created, perfected and to be in full force only (x) after such Pledged Asset is
acquired or received by Pledgor, and (y) on the date when the lien therein has been registered as
provided in Section 4 hereof;




          (b) the execution, performance and granting of the security interest created hereby have been
duly authorized by all necessary corporate actions on the part of Pledgor and do not (i) violate
any provision of any charter or other organizational documents of Pledgor, (ii) conflict with,
result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would
constitute) a default under, or, except for consents and approvals that have been obtained and are
in full force and effect, require the approval or consent of any person pursuant to, any material
contractual obligation of Pledgor, or violate any applicable law binding on Pledgor, or (iii)
result in the creation or imposition of any lien upon any asset of Pledgor or any income or profits
thereof, except for the lien created hereby in favour of the Collateral Agent, as representative of
the Secured Parties and the lien to secure the Term Loan Obligations;




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          (c) Pledgor is the legal owner of the Pledged Assets, which are free from any liens other than
(i) those contemplated herein; (ii) those created under the Equipment and Inventory Pledge
Agreement entered into by and between UBS AG Stamford Branch, as collateral agent, and Novelis do
Brasil Ltda., as of the same date hereof; (iii) liens eventually created by operation of law or
judicial proceedings in the future; and (iv) those created by judicial proceedings as listed in
Exhibit 6 hereto;




          (d) the Pledged Assets are within full disposition and control of Pledgor; and




          (e) except as contemplated herein or in the Revolving Credit Agreement, Pledgor has
not sold or granted any preemptive rights or agreed to sell or grant any preemptive right or
otherwise disposed of or agreed to dispose of the benefit of all or any of Its rights, title and
interest in and to all or any part of the Pledged Assets.




     6. Covenants. Pledgor covenants with Collateral Agent, as representative of the on
behalf of the Secured Parties, that until termination of this Agreement, in accordance with
Section 13:



          (a) it shall, each and every six (6) month period, until termination of this Agreement, (the
first six month period counting from the date hereof), enter into an amendment to this Agreement in
order to extend the pledge created hereunder to any equipment, inventory, spare parts, supplies or
other tangible personal property (the “Additional Assets”), acquired by the Pledgor during
such six (6) months period, such amendment to this Agreement substantially in the form of
Exhibit 5 hereto (“Amendment”) (which shall then be subject to all terms and
conditions provided herein), provided, however, that such pledge over the inventory and supplies do
not impair the regular operations of Pledgor. Pledgor shall provide the Collateral Agent with
evidence of the registration of each such Amendment with the appropriate Registries of Real Estate
in Brazil (Cartórios de Registro de Imóveis) within 10 (ten) business days after the effective
registration of such Amendment. Pledgor shall pay all expenses incurred in connection with such
registrations;




          (b) Pledgor will, at its sole cost and expense, make, execute, acknowledge and deliver all
such further acts, deeds, conveyances, agreements, assignments, notices of assignment and
additional transfers as the Collateral Agent on behalf of the Secured Parties shall from time to
time reasonably request, which may be necessary in the reasonable judgment of the Collateral Agent
on behalf of the Secured Parties to assure, perfect, assign or transfer to the Collateral Agent on
behalf of the Secured Parties the security interest and the rights created, transferred or assigned
hereunder. All reasonable costs and expenses in connection with the granting and maintenance of the
security interests hereunder, including reasonable legal fees and other reasonable costs in
connection with the grant, registration, perfection, maintenance or continuity of the
security interests hereunder or the preparation, execution or registration of documents and any
other acts which the Collateral Agent on behalf of the Secured Parties may reasonably incur in
connection with the granting, registration, perfection, maintenance or continuity of such security
interest, shall be paid by Pledgor promptly upon demand. Pledgor will not, and will not permit any
of its Subsidiaries to, without the prior approval of the Collateral Agent on behalf of the Secured
Parties, enter into any agreement which may impair their ability  to comply with, or which may
prohibit them from complying with, the provisions hereof;




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          (c) as a means of complying with the obligations set forth herein, it shall, on the date
hereof, execute and deliver irrevocably and irreversibly, as a condition precedent to this
Agreement, in accordance with Article 684 of the Brazilian Civil Code, to the Collateral Agent (as
representative of the Secured Parties), and to each successor as necessary, a power of attorney,
substantially in the form of Exhibit 4 hereto, to ensure that the Collateral Agent or such
successor has all powers to carry out the acts and rights specified herein, and shall maintain such
power of attorney in full force and effect until the full payment of the Secured Obligations; and




          (d) it shall, upon the occurrence and continuation of an Event of Default, as may be evidenced
by written notice from the Collateral Agent to Pledgor (irrespective of any notice to the contrary
by any other third party), comply with all written instructions received by it from the Collateral
Agent in connection with the exercise by the Collateral Agent of the remedies set forth in
Section 8 hereof.




     7. Records and Inspection. Pledgor shall cause to be kept accurate and complete
records of the Pledged Assets at its headquarters. Pursuant to the provision of Article 1,450 of
the Brazilian Civil Code, the Collateral Agent and its employees and agents shall have the right,
at all times during Pledgor’s normal business hours and after delivery of a 5-day prior written
notification to Pledgor, to (a) inspect and verify the quality, quantity, value and condition of,
or any other matter relating to the Pledged Assets, (b) inspect all records relating thereto and to
make (or require Pledgor to provide) copies of such records, and (c) enter all premises in which
any of the Pledged Assets are located. In the case of Pledged Assets which are in the possession of
a third party, the Collateral Agent may, after delivery of a 5-day prior written notification,
during the existence of an Event of Default, contact such third party for the purpose of making any
such inspection and verification.



     8. Rights and Powers of the Collateral Agent Upon an Event of Default; Remedies.
Without prejudice to any of the foregoing provisions and the possibility of judicial enforcement
of this Agreement, upon the occurrence and during the continuation of an Event of Default,
the Collateral Agent shall be entitled to instruct Pledgor in writing to deliver the Pledged Assets
or any part thereof to the Secured Parties (directly or through the Collateral Agent) at any place
or places designated by the Collateral Agent and is hereby and by means of the power of attorney
referred to in Section 6(c) hereof, irrevocably and irreversibly entitled to dispose of,
collect, receive and/or realize upon the Pledged Assets (or any part thereof), and forthwith sell
or assign, give option or options to purchase or otherwise dispose of the Pledged Assets or any
part thereof, at such price and upon such terms and conditions as it may deem appropriate, which
shall be compatible with the conditions for the negotiation in equivalent conditions in an
extra-judicial sale to be executed by the Collateral Agent, which conditions are hereby accepted,
as of the date hereof, by the Parties as sufficient for the validity and effectiveness of such
extra-judicial sale, in accordance with the provisions set forth in Article 1,433, Item IV and
Article 1,435, Item V of the Brazilian Civil Code, and apply the proceeds thus received for payment
of the Secured Obligations. Any notice given by the Collateral Agent that an Event of Default has
occurred and is continuing or has ceased shall be conclusive as against Pledgor and all other third
Parties, absent manifest error. Without limitation of other rights, upon the occurrence and during
the continuation of an Event of Default, the Collateral Agent shall be entitled to instruct any
third Parties to make payments required by such Pledged Assets directly to the Secured Parties or
the Collateral Agent, as instructed by the Collateral Agent, to be applied for the payment of the
Secured Obligations as



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provided in the Revolving Credit Agreement, undertaking to return to Pledgor any amounts in excess
of the Secured Obligations.



     9. Use of Proceeds. Any amounts received by the Secured Parties (directly or through
the Collateral Agent) pursuant to this Agreement and/or under the powers hereby conferred shall,
after an Event of Default, be applied by the Collateral Agent as representative of the Secured
Parties for payment of the Secured Obligations in accordance with the terms of the Revolving Credit
Agreement and the Intercreditor Agreement (as defined below), but without prejudice to the right of
any secured party to recover any shortfall from Collateral Agent, and in any case, any amounts in
excess of the Secured Obligations shall return to Pledgor.



     10. Amendments with Respect to the Secured Obligations. Pledgor shall remain
obligated hereunder, and the Pledged Assets shall remain subject to the pledge granted hereby, at
all times until termination of this Agreement pursuant to Section 13 hereof, irrespective
of whether, and without limitation and without any reservation of rights against Pledgor, and
whether notice is given to Pledgor or not:



          (a) the liability of Pledgor or any other third party upon or for any part of the Secured
Obligations, or any security or guarantee or right of set-off with respect thereto is, from time to
time, in whole or in part, renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Secured Parties;




          (b) the Revolving Credit Agreement is amended, modified or supplemented, in
whole or in part, in accordance with the terms of such agreement; and




          (c) any guaranty or right of set-off at any time held by the Secured Parties (directly or
through the Collateral Agent) for the payment of the Secured Obligations are sold, exchanged,
waived, surrendered or released.




     11. No Obligation to Protect the Pledged Assets. Neither the Collateral Agent nor any
Secured Parties shall have any obligation towards Pledgor to protect, secure, perfect or insure any
other lien at any time held by them as security for the Secured Obligations or any property subject
thereto.



     12. Pursuit of Rights and Remedies Against Pledgor. When pursuing its rights and
remedies hereunder against Pledgor, the Collateral Agent on behalf of the Secured Parties may, but
shall be under no obligation to, pursue such rights and remedies as it may have against any third
party or against any guaranty of the Secured Obligations or any right of set-off with respect
thereto, and any failure by the Collateral Agent on behalf of the Secured Parties to pursue such
rights or remedies or to collect any payments from such third party or to realize upon any such
securities or guaranties or to exercise any such right of set-off, or any release of such third
Parties or of any such securities, guaranties or right of set-off, shall not relieve Pledgor of any
liability hereunder, and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Collateral Agent or the Secured Parties.



     13. Termination and Release. When the Secured Obligations have been indefeasibly
satisfied in full and no other amount is then owing to any Secured Parties under the terms of the
Revolving Credit Agreement, then, and only thern shall this Agreement and the security interests
and lien created hereby be released and this



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Agreement shall terminate, at Pledgor expense; otherwise, this Agreement and the pledge created
hereby shall remain in full force and effect. No release of this Agreement or of the lien created
and evidenced hereby shall be valid unless executed by the Collateral Agent. Upon termination of
this Agreement, the Collateral Agent shall, at Pledgor’s request, at Pledgor’s expense and as
prescribed in Section 14 or in compliance with a sale of Pledged Assets permitted by this
Agreement and the Revolving Credit Agreement, execute and/or enter into with Pledgor (and the
Secured Parties herein grant to the Collateral Agent the powers to accomplish it), all documents
reasonably required to evidence the release and the discharge of such guaranty.



     14. Waivers and Amendments. Notwithstanding any provisions of this
Agreement to the contrary, no amendment of any provision of this Agreement (including any waiver or
consent relating thereto) shall be effective unless it shall be made by means of a written and
signed consent by the Collateral Agent, acting on the instructions of the Secured Parties.



     15. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable under applicable law, such provision
shall be ineffective only to the
extent of the invalidity, illegality or unenforceability of such provision, and shall not affect
any other provisions hereof.



     16. Authority of the Collateral Agent. Pledgor acknowledges that the rights and
responsibilities of the Collateral Agent under this Agreement with respect to any action taken by
the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option,
request, judgment or other right or remedy provided for herein or resulting from this Agreement
shall, as between the Collateral Agent and the Secured Parties, be governed by the Revolving Credit
Agreement, the Intercreditor Agreement (as defined below) and by other agreements with respect
thereto as may exist from time to time among them, but, as between the Collateral Agent and
Pledgor, the Collateral Agent shall be conclusively presumed to be acting as representative of the
Secured Parties, with full and valid authority so to act or refrain from acting, and Pledgor shall
be under no entitlement to make any inquiry with respect to such authority.



     17. Complete Agreement: Successors and Assigns. This Agreement is intended by the
Parties as the final expression of their agreement regarding the subject matter hereof and as a
complete and exclusive statement of the terms and conditions of such agreement. This Agreement
shall be binding upon the Parties hereto and their respective successors and permitted assigns,
inuring to the benefit of all of them. Pledgor may not assign or transfer any of its rights or
obligations under this Agreement. The Collateral Agent may assign and transfer all of its rights
and obligations hereunder to a replacement Collateral Agent, appointed in accordance with the terms
of the Revolving Credit Agreement. Upon such assignment and transfer taking effect, the replacement
Collateral Agent shall be deemed to be acting as representative of the Secured Parties, for the
purposes of this Agreement, in place of the former Collateral Agent, or both as the case may be.



     18. Assignment and/or Transfer of the Revolving Credit Agreement. In the event of the
assignment, transfer and/or novation of the credits of the Secured Parties under the Revolving
Credit Agreement, Pledgor shall remain obliged under the terms of this Agreement and the Pledged
Assets shall remain subject to the security interest hereby created in favor of the Secured
Parties, until the termination in full of this Agreement, in accordance with Section 13 and 14,
provided that it is notified of the assignment and/or transfer by the Collateral Agent. Pledgor
acknowledges and agrees



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that such notification will be under the terms, as the case may be, of the requirements of the
notification of Article 290 of the Brazilian Civil Code.



     19. Waiver of Immunity. To the extent that Pledgor has or hereafter may be entitled to
claim or may acquire, for itself or for any of the Pledged Assets, any immunity from suit,
jurisdiction of any court or from any legal process (whether through senvice of notice, attachment
prior to judgment, attachment in aid of execution, or otherwise), with respect to itself or its
properties, Pledgor hereby irrevocably waives such immunity in respect of its obligations hereunder
to the fullest extent permitted by applicable law.



     20. Governing Law: Jurisdiction. This Agreement shall be governed by and interpreted
in accordance with the laws of Federative Republic of Brazil. The Parties hereto irrevocably submit
to the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil, in
any action or proceeding aimed at settling any dispute or controversy related to this Agreement,
and the parties hereto irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined In such court.



     21. No Duty on Collateral Agent’s Part. The powers conferred on Collateral Agent
hereunder are solely to protect the Collateral Agent’s and the Secured Parties’ interests in the
Pledged Assets and shall not impose any duty on the Collateral Agent to exercise such powers or on
the Secured Parties to cause the Collateral Agent to exercise any such powers. The Collateral Agent
shall be accountable only for amounts that it actually receives as a result of the exercise of such
powers, and neither the Collateral Agent nor any Secured Parties nor any of its respective
directors, officers, employees or agents shall be held responsible by Pledgor for any act or
failure to act hereunder except to the extent otherwise provided in the Revolving Credit Agreement
or under Brazilian Law.



     22. Notices. All notices and other communications under this Agreement shall be in
writing and shall be personally delivered, sent by prepaid courier, by registered mail with postage
prepaid or by facsimile, and shall be deemed given when received by the intended recipient thereof,
and shall be directed to the addresses Indicated below, or to such other address as may be notified
by the relevant party to the other party in writing:



     (a) to Pledgor:




NOVELIS DO BRASIL LTOA.

Avenida das Nações Unidas, 12.551 — 15th floor

Torre Empresarial World Trade Center

São Paulo S.P. Brasil

04578-000

Telefax: 55 11 5503-0714

Attention: Alexandre Moreira Martins de Almeida




(b) to the Collateral Agent:




LASALLE BUSINESS CREDIT, LLC

135 South LaSalle Street, Suite 425

Chicago, Illinois 60603

Attention: Account Officer

Telecopier No.: 312-904-6450



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     23. Specific Performance. The Parties agree and acknowledge that this Agreement
constitutes a “titulo executivo extrajudicial” pursuant to Article 585, item III of the Brazilian
Code of Civil Procedure and grants to each Party the right to seek specific performance in
accordance with the applicable provisions of the Brazilian Code of Civil Procedure, including,
without limitation, Articles 461, 632 and 466-B without prejudice to any other rights or remedies
available to the Collateral Agent under applicable law.


24. Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien
and security interest granted to the Collateral Agent, for the benefit of the Secured Parties,
pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent
hereunder are subject to the provisions of the intercreditor agreement, dated as of July 6, 2007
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Intercreditor Agreement”), among NOVELIS INC., a corporation formed under the Canada
Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a
Delaware corporation, NOVELIS FINANCES USA LLC, a Delaware limited liability company, NOVELIS SOUTH
AMERICA HOLDINGS LLC, A Delaware limited liability company, ALUMINUM UPSTREAM HOLDINGS LLC, a
Delaware limited liability company, NOVELIS UK LIMITED, a limited liability company incorporated
under the laws of England and Wales with registered number 00279596, and NOVELIS AG, a stock
corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a corporation formed
under the Canada Business Corporations Act (“Holdings”), the subsidiaries of Holdings from time to
time party thereto, ABN AMRO BANK N.V., as administrative agent for the Revolving Credit Lenders
(as defined in the Intercreditor Agreement), LASALLE BUSINESS CREDIT, LLC, as collateral agent for
the Revolving Credit Claimholders (as defined In the Intercreditor Agreement) and as funding agent,
ABN AMRO BANK N.V., acting through its Canadian Branch, as Canadian administrative agent for the
Revolving Credit Lenders and as Canadian funding agent, UBS AG, STAMFORD BRANCH, as administrative
agent for the Term Loan Lenders (as defined in the Intercreditor Agreement), and as collateral
agent for the Term Loan Claimholders (as defined in the Intercreditor Agreement) and certain other
persons which may be or become parties thereto or become bound thereto from time to time. IN THE
EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND
THIS AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




     25. Taxes, Charges and Expenses. Taxes and Other Taxes (as these terms are defined in
the Revolving Credit Agreement), charges, costs, and expenses (including legal fees and
notarial fees), including withholding taxes, relating to, resulting from, or otherwise connected
with, the Pledge, this Agreement, the execution, amendment and/or the enforcement of this
Agreement, on whomsoever imposed, shall be borne and paid exclusively by the Pledgor. If this
Agreement is enforced, the Pledgor shall make such additional payments to the Collateral Agent so
that the Collateral Agent is put in the same net-after tax position that the Collateral Agent would
have obtained absent the enforcement of this Agreement.



     26. Other Provisions. If the Pledgor makes a payment hereunder that is subject to
withholding tax, the Pledgor shall increase the amount of such payment such that, after deduction
and payment of all such withholding taxes, the payee receives an amount equal to the amount it
would have received if no such withholding



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had been imposed; provided, that the relevant persons provide such forms, certificates and
documentation that the Collateral Agent is legally entitled to furnish and would be required to
reduce or eliminate withholding and, with respect to non-U.S. withholding taxes, would not, in the
Collateral Agent’s judgment, subject it to any material unreimbursed costs or otherwise be
disadvantageous to it in any material respect.



     27. Language. This Agreement is being executed solely in the English language. Pledgor
shall, at its own expense, arrange for this Agreement to be sworn public translated into Portuguese
by a sworn public translator.


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in the
presence of the undersigned witnesses, in 20 (twenty) counterparts of equal content.




	 	 	 	 	 	 	 	 	 	 	 
	São Paulo, July 6, 2007.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	NOVELIS DO BRASIL LTD.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ NOVELIS DO BRASIL
	 	 	 	/s/ Alexandre M. Almeida
	 	 
	 	 	 	 	 	 	 
	Name:

	 	NOVELIS DO BRASIL
	 	 	 	Name:
	 	Alexandre M. Almeida	 	 
	Title:

	 	Antonio Tadeu Coalho Nardocci

Presidente
	 	 	 	Title:
	 	Diretor Financeiro

e de Serviços Corporativos	 	 






	 	 	 
	LASALLE BUSINESS CREDIT, LLC
	 
	/s/ Ana Carolina de Salles Freire Rutigliano

	 
	Name:

	 	Ana Carolina de Salles Freire Rutigliano
	Title:

	 	Attorney-in-fact






	 	 	 	 	 	 	 	 	 	 	 
	/s/ Marilisa Mazzin
	 	 	 	/s/ Maria Elegiani Damasceno	 	 
	 	 	 	 	 	 	 
	Nome:

	 	Marilisa Mazzin
	 	 	 	Nome:
	 	Maria Elegiani Damasceno
	 	 
	RG:

	 	RG 9.077.267-2 SSP / SP
	 	 	 	RG:
	 	RG 14.231.792-2 SSP / SP	 	 
	ID:

	 	CPF 006.903.408-77
	 	 	 	ID:
	 	CPF 066.468.708-37	 	 











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EXHIBIT 1




PLACES OF BUSINESS





	a)	 	São Paulo:

Av. das Nações Unidas, 12551, 15th floor, Torre Empresarial World Trade

Center de São Paulo

São Paulo, SP

04578-000

Brazil
	 
	b)	 	Candeias:

Via das Torres, s/no — Centro Industrial de Aratu

Candeias, BA 

CEP 43800-000

Brazil
	 
	c)	 	Ouro Preto:

Av. Américo R. Gianetti, 521 — Saramenha

Ouro Preto, MG

CEP 35400-000

Brazil
	 
	d)	 	Pindamonhangaba:

Av. Buriti, 1087 — Feital

Pindamonhangaba, SP

CEP 12441-270

Brazil
	 
	e)	 	Santo André:

Rua Felipe Camarão, 414 — Utinga

Santo André, SP

CEP 09220-902

Brazil
	 
	f)	 	Belo Horizonte:

Avenida do Contorno, 8.000 — sala 702

Centro

Belo Horizonte, MG

CEP 30112-010

Brazil
	 
	g)	 	Hydropower Plant — Fumaça:

Est. Miguel Rodrigues A Barroca S/no — Cachoeira do

Brumado

Mariana, MG

CEP 35420-000

Brazil




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	h)	 	Hydropower Plant — Furquim:

Fazenda Usina de Furquim S/no

Mariana, MG

CEP 35420-000

Brazil
	 
	i)	 	Hydropower Plant — Brecha:

Fazenda Usina de Brecha S/no — Piranga

Guaraciaba, MG

CEP 35436-000

Brazil

	 
	j)	 	Hydropower Plant — Salto:

Fazenda Usina de Salto S/no

Ouro Preto, MG

CEP 35400-000

Brazil
	 
	k)	 	Hydropower Plant — Brito:

Estrada do Brito S/no — Brito

Ponte Nova, MG

CEP 35430-000

Brazil
	 
	I)	 	Bauxite Mine —Fazenda Vargem:

Fazenda da Vargem

Zona Rural

Santa Bárbara, MG

CEP 35960-000

Brazil
	 
	m)	 	Bauxite Mine —Antonio Pereira:

Est. de Acesso a Serra Antonio Pereira

Antonio Pereira, MG

CEP 301 10-080

Brazil
	 
	n)	 	Bauxite Mine — Monjolo:

Jazida Monjolo S/no — Distrito de Padre Veigas

Mariana, MG

CEP 35420-000

Brazil
	 
	o)	 	Bauxite Mine — Fazenda do Lopes

Jazida Fazenda do Lopes S/no

Caeté, MG

CEP 34800-000

Brazil




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	p)	 	Bauxite Mine — Serra do Maquiné

Mina Serra do Maquiné S/no

Caeté, MG

CEP 34800-000

Brazil
	 
	q)	 	Bauxite Mine — Fazenda Gandarela e Mato Grosso

Fazenda Gandarela e Mato Grosso S/N°, Santa Bárbara, MG

CEP 35960-000

Brazil
	 
	r)	 	Bauxite Mine — Galo

Mina Galo S/no — Distrito de Carfanaum

Faria Lemos, MG

CEP 35960-000

Brazil
	 
	s)	 	Bauxite Mine Lagoa Seca

Estrada de Acesso à Mina Lagoa Seca, S/No — Itabirito — MG

CEP 35450-000

Brazil
	 
	t)	 	Consórcio Candonga (a consortium with CVRD — Cia. Vale Rio Doce)

Estrada Acesso a Santana do Deserto, km 12

Rio Doce, MG

CEP 35442-000

Brazil
	 
	u)	 	Warehouse — Aratu

Via Matoim s/no — Aratu

Candeias, BA

CEP 43800-000

Brazil
	 
	v)	 	Warehouse — Acuruf

Depósito de Bauxita s/no

Itabirito, MG

CEP 35340-000

Brazil
	 
	w)	 	Crown Embalagens S.A.

Rod. Dom Gabriel P. B. Couto,

Km 80.24

Cabreúva, São Paulo

Brazil

CEP 13315-000






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EXHIBIT 2




LIST OF EQUIPMENT AND INVENTORY




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EXHIBIT 3




BASIC TERMS OF SECURED OBLIGATIONS



For the purposes of Article 1,424 of the Brazilian Civil Code, the Secured Obligations are:



1. Revolving Credit Facilities



a) Principal Amount



Up to US$900,000,000.00 (nine hundred million United States Dollars).



b) Termination



Five years from the date hereof.



c) Interest



At the Borrowers’ option, (i) loans denominated in Dollars will bear interest based on the
Alternate Base Rate or Adjusted LIBOR Rate, as described below (except that all swingline
borrowings will accrue interest based on the Alternate Base Rate plus the Applicable Margin), (ii)
loans denominated in Canadian dollars will bear interest based on the Canadian Base Rate or the BA
Rate, as described below, (iii) loans denominated in Euros will bear interest based on EURIBOR, as
described below and (iv) loans denominated in Sterling will bear interest based on LIBOR, as
described below:



A. Alternate Base Rate Option



Interest will be at the Alternate Base Rate plus the Applicable Margin, calculated on the
basis of the actual number of days elapsed in a year of 365 days and payable monthly in arrears.
The Alternate Base Rate is defined as the higher of the Federal Funds Rate, as published by the
Federal Reserve Bank of New York, plus 1/2 of 1% and the corporate base rate of the Funding Agent,
as established by it from time to time.



Alternate Base Rate borrowings will be in minimum amounts to be agreed upon and (other than
swingline borrowings) will require same day notice by 9:00 am CST.



B. Adjusted LIBOR Option



Interest will be determined for periods to be selected by the Borrowers (“Interest Periods”) of
one, two, three or six months and will be at an annual rate equal to (a)(l) the London Interbank
Offered Rate (“LIBOR”) for the corresponding deposits of Dollars (in the case of loans denominated
in Dollars) or Sterling (in the case loans denominated in Sterling), divided by (ii) 1
minus the Statutory Reserves, plus (b) without duplication of any increase in the
interest rate attributable to the Statutory Reserves, the Mandatory Costs plus the
Applicable Margin (provided that Interest Periods shall be no more than one month until the
earlier of (x) the successful syndication of the Revolving Credit Facilities (as determined by the
Arrangers) and (y) the date that is three months following the Financing Closing Date). LIBOR will
be determined by the Funding Agent at the start of each Interest Period and will be fixed through
such period. Interest will be paid at the end of each Interest Period or, in the




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case of Interest Periods longer than three months, quarterly, and will be calculated on the basis
of the actual number of days elapsed in a year of 360 days.  
LIBOR borrowings will require three
business days’ prior notice, and will be in minimum amounts to be agreed upon.



C. Adjusted EURIBOR Option



Interest will be determined for Interest Periods to be selected by the Borrowers of one, two,
three or six months and will be at an annual rate equal to (a)(i) EURIBOR for the corresponding
Euro deposits divided by (ii) 1 minus the Statutory Reserves, plus (b) without
duplication of any increase in the interest rate attributable to the Statutory Reserves, the
Mandatory Costs, plus the Applicable Margin, (provided that Interest Periods shall be no
more than one month until the earlier of (x) the successful syndication of the Revolving Credit
Facilities (as determined by the Arrangers) and (y) the date that is three months following the
Financing Closing Date). EURIBOR will be determined by the Funding Agent at the start of each
Interest Period and will be fixed through such period. Interest will be paid at the end of each
Interest Period or, in the case of Interest Periods longer than three months, quarterly, and will
be calculated on the basis of the actual number of days elapsed in a year of 360 days.



EURIBOR borrowings will require three business days’ prior notice and will be in minimum amounts
to be agreed upon.



D. Canadian Base Rate Option



Interest
will be at the Canadian Base Rate plus the Applicable Margin, calculated on the basis of
the actual number of days elapsed in a year of 365 days and payable monthly in arrears. “Canadian
Base Rate” means the rate determined by the Canadian Funding Agent as the rate displayed at or
about 10:30 a.m. (Chicago time) on display page CAPRIME of the Reuters Screen as the prime rate
for loans denominated in Canadian Dollars by Canadian banks to borrowers in Canada; provided,
however, that, in the event that such rate does not appear on the Reuters Screen on such day or if
the basis of calculation of such rate is changed after the date hereof, and, in the reasonable
judgment of the Canadian Funding Agent, such rate ceases to reflect each Canadian Lender’s cost of
funding to the same extent as on the date hereof, then the “Canadian Base Rate” shall be the
average of the floating rate of interest per annum established (or commercially known) as “prime
rate” for loans denominated in Canadian Dollars on such day by three major Canadian banks selected
by the Canadian Funding Agent.



Canadian Base Rate borrowings will require one business days’ prior notice and will be in minimum
amounts to be agreed upon.



E. BA Rate Option



Interest will be determined for bankers acceptance (“BA”) periods to be selected by Borrower of
30, 60, 90 or 180 days at an annual rate equal to the BA Discount Rate (as defined below) plus
stamping fees equal to the applicable Interest Margin, calculated on the basis of the actual
number of days elapsed in a year of 365 days and payable at the beginning of each BA interest
period (provided that BA interest periods shall be no more than 30 days until the earlier of (x)
the successful syndication of the Revolving Credit Facilities (as determined by the Arrangers)
and (y) the date that is three months following the Financing Closing Date). The discounted
proceeds of each




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BA issuance shall net from the discounted proceeds the stamping fee calculated on the face amount
of each BA for the selected BA interest period.



“BA Discount Rate” means, in respect of a BA being accepted by a Lender on any date:



(1) for a Lender that is listed on Schedule I to the Bank Act (Canada), the average
offered rate for bankers’ acceptances for the applicable period as appearing on the
Reuters Screen CDOR Page (the “CDOR Rate”); and



(2) for a Lender that is not listed in Schedule I to the Bank Act (Canada), the rate
established by the Funding Agent to be the lesser of (a) the CDOR Rate plus 10 basis
points; and (b) the arithmetical average of the rates quoted by each Canadian
Schedule II/III Reference Lender as the discount rate at which such Canadian Schedule
II/III Reference Lender would purchase, on the first day of such BA Interest Period, its
own bankers’ acceptances or drafts having an aggregate face amount equal to, and
with a BA Interest Period similar to, the proposed BA Rate Loan.



BA Rate borrowings will require two business days’ prior notice and will be in minimum amounts to
be agreed upon.




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EXHIBIT 4




POWER OF ATTORNEY



NOVELIS DO BRASIL LTDA., a Brazilian limited liability company, with its principal place of
business in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.551,
15th floor, enrolled with the Taxpayers’ Registry of the Ministry of Finance (CNPJ/MF)
under No. 60.561.800/0001-03, hereby represented in accordance with its articles of association by
its undersigned legal representatives (the “Appointer”), irrevocably constitutes and appoints
LASALLE BUSINESS CREDIT, LLC, a financial institution organized and existing under the laws of
Delaware, having its office at 135 South LaSalle Street, Suite 425 Chicago, Illinois, 60603,
acting as Collateral Agent in favor of the Secured Parties in accordance with the Revolving Credit
Agreement (hereinafter referred to as the “Collateral Agent”); as its attorney-in-fact to act in
its name and place, to the fullest extent permitted by law, to do and perform all and every act
and thing whatsoever necessary or desirable, pursuant to the terms of the Equipment and Inventory
Pledge Agreement, dated as of July 6, 2007, entered into by and among the Appointer and the
Collateral Agent (as representative of the Secured Parties) (together with its respective
modifications and amendments, the “Agreement”), including, without limitation, the following:



(a) upon the occurrence and during the continuation of an Event of Default, to
dispose of, collect, receive, appropriate, and/or realize upon the Pledged Assets (or
any part thereof) and forthwith sell or assign, give option or options to purchase or
otherwise dispose of and deliver the Pledged Assets or any part thereof, at such prices
and upon such terms and conditions as it may deem appropriate, which shall be
compatible with the conditions for the negotiation, in equivalent conditions, to an
extra-judicial sale to be carried out by the Appointer, which conditions are hereby
accepted, as of the date hereof, by the Parties as sufficient for the validity and
effectiveness of such extra-judicial sale of the Pledged Assets, irrespective of any prior
or subsequent notice to the Appointer, in accordance with the provisions set forth in
Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, and apply
the proceeds thus received for the payment of the Secured Obligations, and the
Collateral Agent is entitled to exercise all necessary powers for the full compliance of
this power of attorney, including, without limitation, the powers and authority to,
acting in strict conformity with applicable law, purchase foreign currency and make any
and all remittances abroad, sign any necessary foreign exchange agreements with
financial institutions in Brazil that may be required to make such remittances and
represent the Appointer before the Central Bank of Brazil and any other Brazilian
governmental authority, if necessary to accomplish the purposes of the Agreement;



(b) upon the occurrence and during the continuation of an Event of Default, take all
necessary actions and execute any document before any governmental authority in the
case of the public sale of the Pledged Assets in accordance with the terms and
conditions set out in the Agreement;



(c) upon the occurrence and during the continuation of an Event of Default, take
any necessary action and execute any document consistent with the terms and
conditions of the Agreement as the Collateral Agent may deem necessary or advisable
to accomplish the purposes of the Agreement; and




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(d) The compliance by the Collateral Agent, of the powers granted under the terms herein shall not
allow the Appointer to exercise any withholding rights or claims with respect to the Pledged
Assets, all of which the Appointer hereby expressively waives to the extent permitted by law.



Any notice given by the Collateral Agent that an Event of Default has occurred and is continuing
or has ceased shall be conclusive as against the Appointer and any third Parties.



Capitalized terms used but not defined herein, shall have the meaning attributed to them in the
Agreement.



The powers granted herein are in addition to the powers granted by the Appointer to the Collateral
Agent in the manner provided for in the Agreement, and do not cancel or revoke any such powers.



This power of attorney is granted as a condition to the Agreement and as a means of complying with
the obligations set forth therein, in accordance with Article 684 of the Brazilian Civil Code, and
shall be irrevocable, remaining valid and in full force and effect until the Agreement has been
terminated in accordance with its terms and conditions.



São Paulo, July 6, 2007.



NOVELIS DO BRASIL LTDA.




	 	 	 	 	 	 	 
	 	 	 
	Name :

	 	NOVELIS DO BRASIL
	 	Name:
	 	Alexandre M. Almeida
	Title:
	 	Antonio Tadeu Coelho Nardocci Presidenté	 	Title:
	 	Diretor Financeiro e de
Serviços Corporativos






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EXHIBIT 5




FORM OF




AMENDMENT TO THE EQUIPMENT AND INVENTORY PLEDGE AGREEMENT




     This instrument of [•] Amendment to the Equipment and Inventory Pledge Agreement
(hereinafter referred to as the “Amendment”) is made by and between:




	(a)	 	NOVELIS DO BRASIL LTDA., Brazilian limited liability company, with its
principal place of business in the City of São Paulo, State of São Paulo, at
Avenida das Nações Unidas, 12.551, 15th floor, enrolled with the Taxpayers’
Registry of the Ministry of Finance (CNPJ/MF) under No. 60.561.800/0001-03,
hereby represented in accordance with its articles of association by its
undersigned legal representatives (hereinafter referred to as the “Pledgor” or
“Novelis do Brasil”); and
	 
	(b)	 	LASALLE BUSINESS CREDIT, LLC, a financial institution organized and
existing under the laws of Delaware, having its office at 135 South LaSalle
Street, Suite 425 Chicago, Illinois, 60603, in its capacity as Collateral Agent
under the Revolving Credit Agreement, hereby represented by its [attorney-in-
fact/legal representative] (hereinafter referred to as the “LASALLE” or
“Collateral Agent”); and




All parties together referred to as “Parties”, and individually each a “Party”;




     WHEREAS, on July 6, 2007, the Parties entered into an Equipment and Inventory Pledge
Agreement (the “Agreement”); and



     WHEREAS, the Parties have agreed to amend the Agreement in order to grant to the Collateral
Agent, as representative of the Secured Parties, a first priority security interest in the Pledged
Assets (as defined below);



     NOW, THEREFORE, the Parties hereto have mutually agreed to enter into this Amendment,
pursuant to the terms and conditions set forth below:



     1. Capitalized
terms used but not defined herein shall have the meanings attributed to them in the Agreement.



     2. Pledgor hereby pledges and transfers the indirect possession of the
Additional Assets listed in the new Exhibit [•] of this document (and which were not set
forth in the original Exhibit [•] of the Agreement or any prior Amendment thereto) (the
“Pledged Assets”), to the Secured Parties, herein represented by the Collateral Agent,
and, pursuant to the provision of Article 1,431, sole Paragraph of the Brazilian Civil
Code, Pledgor shall maintain the direct possession and the usable ownership of the
Pledged Assets, being authorized to use them during the regular course of its business
and with the obligation to keep and conserve them, remaining the indirect possession
of the Pledged Assets with the Collateral Agent, in order to apply, mutatis mutandis, all
the rights and obligations of the Parties resulting from the Agreement to the Additional
Pledged Assets pledged herein.



20









 





EXECUTION COPY




     3. Pledgor
hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that:



          (a) the execution, performance and granting of the security interest
created hereby was duly authorized by the required corporate acts by Pledgor and do
not or will not (i) violate any provision of law or contractual obligation applicable to or
binding upon Pledgor, (ii) conflict with, result in a breach of, or constitute (or, with the
giving of notice or lapse of time or both, would constitute) a default under, or, except
for consents and approvals that have been obtained and are in full force and effect,
require the approval or consent of any person pursuant to, any material contractual
obligation of Pledgor, or violate any applicable law binding on Pledgor, or (iii) result in
the creation or imposition of any lien on any of its assets or any income or revenues,
except for the pledge created by this Amendment in favour of the Collateral Agent, as
representative of the Secured Parties, and




          (b) this Amendment and the Agreement, amended as herein
prescribed or by any prior Amendment thereto, constitute each one, a legal, valid and
binding obligation of Pledgor, enforceable against Pledgor pursuant to its terms and
conditions, and the security interest hereby granted shall constitute, when the
registrations required by Section 4 of the Agreement are executed, a licit, valid and
perfected security interest upon the Secured Assets, enforceable pursuant to its terms
against all Secured Parties of Pledgor, in all cases, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to creditors’ rights generally.




     4. All provisions of the Agreement (as amended by any prior Amendment
thereto) not expressly amended by this Amendment shall remain in full force and
effect in accordance with their terms.



     5. This Amendment shall be governed by and interpreted in accordance
with the laws of Federative Republic of Brazil. The Parties hereto irrevocably submit to
the jurisdiction of the courts sitting in the City of São Paulo, State of São Paulo, Brazil,
in any action or proceeding aimed at settling any dispute or controversy related to this
Amendment, and the Parties hereto irrevocably agree that all claims in respect of such
action or proceeding may be heard and determined in such court. This Amendment is
being executed in English.



     IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed in the
presence of the undersigned witnesses, in [•] ([•]) counterparts of equal content.



[PLACE AND DATE]




NOVELIS DO BRASIL LTDA.




	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	Name:

	 	NOVELIS DO BRASIL
	 	Name:
	 	Alexandre M. Almeida
	Title:

	 	Antonio Tadeu Coelho Nardocci Presidenté
	 	Title:
	 	Diretor Financeiro e de Serviços
Corporativos






21









 





EXECUTION COPY




	 	 	 	 	 	 	 	 	 
	LASALLE BUSINESS CREDIT, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	Witnesses:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Nome:

	 	 	 	 	 	Nome:	 	 
	RG:

	 	 	 	 	 	RG:	 	 
	ID:

	 	 	 	 	 	ID:	 	 








22









 








EXHIBIT N




Form of

OPINION OF COMPANY COUNSEL




[See attached]




EXHIBIT N-l














 





	 	 	 
	

	 	Suite 3000

79 Wellington St. W.
 Box 270, TD Centre

Toronto, Ontario
 M5K 1N2 Canada


TEL 416.865.0040 

FAX 416.865.7380


www.torys.com



July 6, 2007






ABN Amro Bank N.V.

on its own behalf and as Administrative Agent

135 South LaSalle Street, Suite 425

Chicago, IL 60603




ABN Amro Bank N.V.

on its own behalf and as Canadian Administrative Agent

79 Wellington Street West

TD Waterhouse Tower, 15th Floor

Toronto, ON M5K 1G8

Canada




LaSalle Business Credit, LLC

on its own behalf and as Collateral Agent

135 South LaSalle Street, Suite 425

Chicago, IL 60603




Each of the Lenders party to the

Credit Agreement

(as defined below)




Dear Sirs/Mesdames:




                    Re: Novelis Inc. — Revolving Credit Agreement



                    We have acted as counsel in the Province of Ontario and the State of New York to Novelis Inc.
(“Canadian Borrower”), Novelis Corporation (“Novelis Corp.”) and the additional loan parties set
out in Schedule A hereto in connection with a credit agreement dated as of July 6, 2007
(the “Credit Agreement”), among the Canadian Borrower, Novelis Corp. and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto, as U.S. borrowers, Novelis UK Ltd., as UK
borrower, Novelis AG, as Swiss borrower, AV Aluminum Inc., as parent guarantor, the other
guarantors party thereto, the lenders party thereto (the “Lenders”), ABN Amro Bank N.V., as
US/European Issuing Bank, US Swingline Lender and Administrative Agent (in such capacities, the
“Administrative Agent”), LaSalle Business Credit, LLC, as Collateral Agent and Funding Agent (the
“Collateral Agent”) UBS Securities LLC, as Syndication Agent, Bank of America, N.A., National City
Business Credit, Inc. and CIT Business Credit Canada Inc. as Documentation Agents, ABN Amro Bank
N.V. acting through its Canada branch as Canadian Issuing Bank, Canadian Funding Agent and Canadian
Administrative Agent (in such capacities, the “Canadian Administrative Agent”), and ABN Amro
Incorporated and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookmanagers. The Canadian
Administrative Agent










 



- 2 -



and the
Administrative Agent are collectively, the “Agents”. Capitalized terms not defined herein
or in the Schedules attached hereto shall have the meaning given to them in the Credit Agreement.




          This opinion is given to you pursuant to section 4.01(g) of the
Credit Agreement.



                    Examination of Documents



                    We have reviewed and participated in the negotiations of each of the documents set out in
Schedule B, each dated as of July 6, 2007 (the Credit Agreement and each of the documents
listed on Schedule B are collectively, the
“Documents”).



                    We have also made such factual and legal investigations as we deemed necessary or relevant in
connection with the opinions herein expressed. In particular, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such certificates of public officials and
of such other certificates, documents and records as we considered necessary or relevant for
purposes of the opinions expressed below, including:




	 	(a)	 	the Organizational Documents, as applicable, of each of the Delaware Loan
Parties and
the Canadian Loan Parties;
	 
	 	(b)	 	resolutions of the board of directors of each of the Delaware Loan Parties and
the
Canadian Loan Parties, authorizing, among other things, the execution, delivery and
performance of the Documents to which each is a party;
	 
	 	(c)	 	a certificate of status dated July 5, 2007, issued in respect of each of Cast
House and
Aluminum, pursuant to the Business Corporations Act (Ontario);
	 
	 	(d)	 	a certificate of compliance dated July 5, 2007 issued in respect of each of the
Canadian
Borrower, 4260848 and 4260856, pursuant to the Canada Business Corporations Act
(“CBCA”);
	 
	 	(e)	 	a certificate of good standing dated July 5, 2007, issued in respect of each of
the
Delaware Loan Parties, by the Secretary of State of the State of Delaware
(collectively,
the “Good Standing Certificates”); and
	 
	 	(f)	 	an officer’s certificate of each of the Delaware Loan
Parties and the Canadian
Loan
Parties, with respect to certain factual matters, a copy of each of which has been
delivered to you.





                    As to matters of fact material to the opinions hereinafter expressed, we have relied solely
and without independent verification upon the officers’ certificates referred to in item (f)
above.



                    Assumptions



                    We have made the following assumptions:




	 	(a)	 	with respect to all documents examined by us, the genuineness of all
signatures, the legal capacity of individuals signing any documents, the authenticity
of all documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as certified, conformed, telecopied or
photocopied copies, the











 



- 3 -

	 	 	 	authenticity of such latter documents and the accuracy and completeness of all records and
other information made available to us;
	 
	 	(b)	 	each of the certificates of status and compliance with respect to the Canadian Loan
Parties referred to above and the Good Standing Certificates continues to be accurate as
of the date of this opinion as if issued on that date;
	 
	 	(c)	 	each of the Documents has been duly authorized, executed and delivered by each of the
parties thereto (other than the Relevant Loan Parties) and constitutes legal, valid and
binding obligations of each of the parties thereto (other than the Relevant Loan Parties)
enforceable against each of them in accordance with their respective terms;
	 
	 	(d)	 	that Novelis LP is existing as a limited partnership under the laws of its jurisdiction of
formation, Novelis LP has the power and capacity to perform its obligations under the
Documents to which Novelis LP is a party, that, to the extent the laws of Quebec apply,
the General Partner has in its capacity as General Partner on behalf of Novelis LP duly
authorized the execution, delivery and performance of the obligations of Novelis LP
under the Documents to which Novelis LP is a party and has duly executed and delivered
the Documents to which Novelis LP is a party and that the execution, delivery and
performance by the General Partner on behalf of Novelis LP of the Documents to which
Novelis LP is a party do not breach or contravene the Organizational Documents of
Novelis LP or its governing law;
	 
	 	(e)	 	that each of the Foreign Loan Parties is incorporated and existing under the laws of its
jurisdiction of incorporation, has the corporate power and capacity to perform its
obligations under the NY Documents to which it is a party, has duly authorized the
execution, delivery and performance of its respective obligations under the NY
Documents to which it is a party, has duly executed and delivered the NY Documents to
which it is a party and the execution, delivery and performance by each Foreign Loan
Party of the NY Documents to which it is a party do not breach or contravene the
Organizational Documents of such Foreign Loan Party or its respective governing law;
	 
	 	(f)	 	that Novelis Corp. is incorporated and existing under the laws of its jurisdiction of
incorporation, has the corporate power and capacity to perform its obligations under the
NY Documents to which it is a party and has duly authorized the execution, delivery and
performance of its obligations under the NY Documents to which it is a party and that the
execution, delivery and performance by Novelis Corp. of the NY Documents to which it
is a party do not breach or contravene the Organizational Documents of Novelis Corp. or
its governing law;
	 
	 	(g)	 	that the minute books of each of the Relevant Loan Parties made available to us are the
original minute books of such companies, and contain records of all meetings, resolutions
and proceedings of the shareholders, members, directors and committees of the board of
directors of such companies and that such minute books are true, correct and complete in
all respects and there have been no other meetings, resolutions or proceedings of the
shareholders, members, board of directors or committees of the board of directors of such
company not reflected in such minute books;
	 
	 	(h)	 	that each of the Documents to which a Canadian Loan Party is a party has been duly
executed and delivered in accordance with the terms of the applicable contract law of the










 



- 4 -


	 	 	 	location where such execution and delivery took place, being Chicago, Illinois,
except to the extent that the laws of the Province of Ontario are applicable
thereto;
	 
	 	(i)	 	the collateral charged in the Canadian Security Documents does not include
consumer goods (as defined in the Personal Property Security Act (Ontario) (the
“PPSA”));
	 
	 	(j)	 	none of the Lenders, the Agents or the Collateral Agent is subject to
Regulation T of the Board of Governors of the Federal Reserve System;
	 
	 	(k)	 	the certificates representing the shares pledged pursuant to the US Security
Agreement and the Ontario GSA have been delivered to the Collateral Agent or its agent
(other than any Loan Party or its agent) in New York and are being held by the
Collateral Agent or its agent (other than any Loan Party or its agent);
	 
	 	(l)	 	the Lenders have acted in good faith and without notice of any defense against
the enforcement of any rights created by the transactions contemplated by the
Documents;
	 
	 	(m)	 	there has not been any mutual mistake of fact or misunderstanding, fraud,
duress or undue influence; and
	 
	 	(n)	 	the choice of the laws of the State of New York as the governing law of the NY
Documents was not procured by fraud, over-reaching, duress, undue influence or
ignorance.





                    Whenever an opinion set forth herein with respect to the existence or absence of facts is
qualified by the phrase “to the best of our knowledge” or “to our knowledge”, it is intended to
indicate that during the course of our representation of the Loan Parties in connection with the
transactions described in the initial paragraph of this opinion and as a result of receiving and
reviewing the certificates of officers of the Loan Parties, no information has come to the
attention of any of the lawyers involved in those transactions that has given any of those lawyers
actual knowledge of the existence or absence of such facts.



                    Filings and Registrations



                    We have examined copies of the UCC-1 financing statements (the “UCC Financing Statements”)
and have made the registration of the financing statements under the PPSA in favour of the
Collateral Agent as listed on Schedule C hereto (the “PPSA Financing Statements” and,
together with the UCC Financing Statements, the “Financing
Statements”).



                    Searches and Registrations



                    We have conducted, or have caused to be conducted, the searches identified in Schedule
C hereto (the “Searches”) for filings or registrations made in those offices of public record
listed in Schedule C, in each case as of the dates set
forth in Schedule C. The
Searches were conducted in respect of the current name and all former names of each of the
entities list on Schedule C and of its predecessors by amalgamation or arrangement, except
for the bankruptcy searches described in Schedule C, which were conducted only against the
current name of each such entities. The results of the Searches are
set out in Schedule C.









 



- 5 -


                    Laws Addressed



                    Our opinions in paragraphs 2, 3, 4 (with respect to the Canadian Loan Parties), 5, 9, 15, 16
to 18 and 31 to 33 below are limited to the laws of the Province of Ontario and the federal laws of
Canada applicable therein. Our opinions in paragraphs 1, 4 (with respect to the Delaware Loan
Parties), 6, 8, 12, 13, 14, 19 to 25 and 27 to 30 below are limited to the laws of the State of New
York, the federal laws of the United States of America, the Delaware General Corporation Law, the
Delaware UCC (as defined below), the District of Columbia UCC (as defined below) and the Delaware
Limited Liability Company Act. Our opinions in paragraphs 7, 10, 11 and 26 below are limited to the
laws of the Province of Ontario and the federal laws of Canada applicable therein, and to the laws
of the State of New York, the federal laws of the United States of America and the Delaware General
Corporation Law and the Delaware Limited Liability Company Act.



                    With respect to any opinions addressing the laws of the State of Delaware, you are aware that
no members of our firm are admitted to the Bar of the State of Delaware and that such opinions are
based upon our general familiarity with such laws as a result of our prior involvement in
transactions of a similar nature involving such laws. We have reviewed the provisions of the
Uniform Commercial Code relating to secured transactions as enacted and in effect on the date
hereof in the District of Columbia as it appears in the Secured Transactions Guide published by
Commerce Clearing House, Inc., updated through June 13, 2007 and, to the extent such opinions
involve conclusions as to the validity and perfection of security interests under the laws of the
District of Columbia, they are based solely upon such review. Without limiting the generality of
the immediately preceding sentences, we express no opinion with respect to the laws of any other
jurisdiction to the extent that those laws may govern the validity, perfection, effect of
perfection or non-perfection or enforcement of the security interests created by the Canadian
Security Documents or the perfection, effect of perfection or non-perfection or enforcement of the
security interests created by the US Security Documents, in each case as a result of the
application of Ontario or New York conflict of laws rules, as applicable. In addition, we express
no opinion whether, pursuant to those conflict of laws rules, Ontario law would govern the
validity, perfection, effect of perfection or non-perfection or enforcement of the security
interests created by the Canadian Security Documents or whether New York law would govern the
perfection, effect of perfection or non-perfection or enforcement of the security interests
created by the U.S. Security Documents. Unless otherwise indicated,
(i) “UCC” shall mean the
Uniform Commercial Code, as adopted and in effect on the date hereof in the State of New York,
(ii) “Delaware UCC” shall mean the Uniform Commercial Code as in effect on the date hereof in the
State of Delaware, and (iii) “District of Columbia UCC” shall mean the UCC as in effect on the
date hereof in the District of Columbia (in each case, without regard to laws referred to in
Section 9-201 thereof).



                    All opinions expressed in this letter concerning the laws of the Province of Ontario and the
federal laws of Canada applicable in Ontario have been given by members of the Law Society of
Upper Canada and all opinions concerning the laws of the State of New York and the federal laws of
the United States have been given by members of the New York State Bar.



                    Opinions



                    Based upon and subject to the foregoing, and subject to the qualifications expressed below,
we are of the opinion that:









 



- 6 -


Incorporation,
Authorization, Execution and Delivery





	 	1.	 	Each of the Delaware Loan Parties is duly organized and validly existing under the laws
of the
State of Delaware and based solely on the Good Standing Certificates, in good standing in
the
State of Delaware.
	 
	 	2.	 	Cast House is incorporated and existing under the laws of the Province of Ontario.
	 
	 	3.	 	Each of the Canadian Borrower, Aluminum, 4260848 and 4260856 is incorporated and
existing
under the CBCA.
	 
	 	4.	 	Each of the Relevant Loan Parties has all requisite corporate or limited liability
company power
and authority to carry on its business as now conducted and to own and lease its property
and to
enter into and perform its obligations under the Documents to which it is a party (and, in
the case
of 4260848, also in its capacity as general partner of Novelis LP (in such capacity, the
“General
Partner”) with respect to the Documents to which Novelis LP is a party), and each of the
Relevant
Loan Parties (and, in the case of 4260848, on its own behalf and as General Partner) has
duly
authorized by all necessary corporate or limited liability company action the execution and
delivery of each of the Documents to which it is a party and the performance of its
respective
obligations thereunder and, in the case of the General Partner, the Documents to which
Novelis
LP is a party.
	 
	 	5.	 	Each of the Documents has been duly executed and delivered by each Canadian Loan Party
and,
in the case of Novelis LP, by the General Partner, which is a party thereto, to the extent
the laws
of Ontario apply.
	 
	 	6.	 	Each of the Documents has been duly executed and delivered by each US Loan Party that
is a
party thereto.
	 
	 	7.	 	The execution, delivery and performance by each of the Relevant Loan Parties (and in
the case of
4260848, on its own behalf and as General Partner) of each of the Documents to which it is a
party and consummation of the transactions contemplated thereby (including the borrowing of
Loans and issuance of Letters of Credit on the Closing Date and the granting of liens to
secure the
Secured Obligations), (a) will not violate the Organizational Documents of such Relevant
Loan
Party, (b) will not violate (i) any Ontario provincial law, rule or regulation or federal
Canadian
law, rule or regulation applicable in the Province of Ontario, the Delaware Limited
Liability
Company Act, the General Corporation Law of the State of Delaware or any New York State law
or regulation or federal law of the United States, which in any case is applicable to the
respective
Relevant Loan Parties or (ii) any judgment, decree or order of any Governmental Authority of
the
Province of Ontario, State of New York or Her Majesty the Queen in the Right of Canada known
to us to be applicable to any Relevant Loan Party, (c) will not violate or result in a
default under
the Term Loan Agreement and (d) will not violate, result in a default under or require or
result in
the granting of a Lien under the Senior Note Documents.





Enforceability





	 	8.	 	Each of the NY Documents constitutes the legal, valid and binding obligation of each of
the Loan
Parties that are party thereto, enforceable against each such party in accordance with its
terms.










 




- 7 -


	 	9.	 	Each of the Ontario Documents constitutes the legal, valid and binding obligation of
the Canadian
Loan Parties and Novelis LP that are party thereto, enforceable against such Canadian Loan
Party
and Novelis LP in accordance with its terms.
	 
	 	10.	 	No consents or approvals of, registration or filing with, or any other action by, any
Governmental
Authority are required under the federal laws of the United States, the laws of the State of
New
York, the General Corporation Law of the State of Delaware, the Delaware Limited Liability
Company Act, the laws of the Province of Ontario or the federal laws of Canada applicable in
the
Province of Ontario for the execution, delivery or performance of the Documents to which any
Loan Party is a party except (i) such as have been obtained or made and are in full force
and
effect, and (ii) filings necessary to perfect Liens created by the Documents.
	 
	 	11.	 	To our knowledge, there are no actions, suits or proceedings at law or in equity by or
before any
Governmental Authority now pending or threatened against or affecting any Loan Party or any
business, property or rights of any Loan Party that involve any of the Documents or the
Transactions.
	 
	 	12.	 	Neither the execution, delivery and performance of the Documents, the making of the
Loans or
the issuance of Letters of Credit under the Credit Agreement, the use of proceeds therefrom
or the
pledge of the Securities Collateral (as defined in the US Security Agreement) pursuant to
the US
Security Agreement will violate or be inconsistent with the provisions of Regulation T,
Regulation U or Regulation X.
	 
	 	13.	 	No Relevant Loan Party is an “investment company” or a company “controlled” by an
“investment company,” as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended.





Creation
of Security, Registration etc





	 	14.	 	The US Security Agreement is effective to create in favor of the Collateral Agent for
the benefit
of the Secured Parties, legal, valid and enforceable Liens on and security interests in the
collateral
therein described and which constituted property in which a security interest can be granted
under
Article 9 of the UCC (the “Article 9
Collateral”).
	 
	 	15.	 	Each of the Ontario Security Documents creates in favour of the Collateral Agent a
valid security
interest in the collateral referred to therein to which the PPSA applies (the “PPSA
Collateral”) in
which each of the debtors party thereto now has rights, and is sufficient to create a valid
security
interest in favour of the Collateral Agent in PPSA Collateral in which each of the debtors
party
thereto hereafter acquires rights when those rights are so acquired, in each case to secure
payment
and performance of the Secured Obligations or the Obligations, as the case may be (as such
terms
are defined in the Ontario Security Documents).
	 
	 	16.	 	Registration has been made in all public offices provided for under the laws of Ontario
where
such registration is necessary to preserve, protect or perfect the security interests
created by each
Ontario Security Document in favour of the Collateral Agent in the PPSA Collateral charged
therein.
	 
	 	17.	 	The Debenture is in proper form to be accepted for registration by the Land Registry
Office for
the Land Titles Division of Frontenac (the “LTO”). When registered in the LTO, the Debenture
will constitute a good and valid charge of the right, title and interest of the Canadian
Borrower in
the Ontario Real Property (as defined below).










 



- 8 -


	 	18.	 	The registration of the Debenture in the LTO is the only filing, registration or recording
necessary
to give constructive notice of the lien created by the Debenture on the real property located in
Kingston, Ontario described therein (the “Ontario Real Property”) to subsequent purchasers and
mortgagees of the Ontario Real property. No other registrations, recordings, filings,
re-recordings
or re-filings other than the registration of the Debenture in the LTO are necessary in order to
maintain the validity or priority of the lien created by the Debenture on the Ontario Real
Property.
	 
	 	19.	 	Upon delivery to the Collateral Agent in the State of New York of the certificates
representing the
Securities Collateral that are required to be delivered to the Collateral Agent pursuant to the
US
Security Agreement and the Ontario Security Documents (the
“Pledged Securities”) in registered
form, endorsed in blank by an effective endorsement or accompanied by undated stock powers
with respect thereto duly endorsed in blank by an effective endorsement, the Collateral Agent
will
have control (within the meaning of the UCC) of, and a perfected security interest in, the
Pledged
Securities for the benefit of the Secured Parties under the UCC. Subject to the Intercreditor
Agreement, assuming neither the Collateral Agent nor any of the Secured Parties has notice of
any adverse claim (within the meaning of the UCC) to the Pledged Securities, the Collateral
Agent will acquire the security interest in the Pledged Securities for the benefit of the
Secured
Parties free of any adverse claim.
	 
	 	20.	 	Upon the execution of the Control Agreement(s) the Collateral Agent shall have control (within
the meaning of the UCC) of, and a perfected security interest in, that portion of the Security
Agreement Collateral that is required to be subject to a Control Agreement pursuant to the terms
of the US Security Agreement.
	 
	 	21.	 	Each of the UCC Financing Statements listed in Schedule C is in the appropriate form
for filing
in the applicable filing office. Upon the proper filing and acceptance of such Financing
Statements in the applicable filing offices and the payment of all filing fees due in connection
therewith, the Collateral Agent on behalf of the Secured Parties will have a perfected security
interest in the Article 9 Collateral to the extent that a security interest in such collateral
can be
perfected by the filing of a financing statement pursuant to the Delaware UCC or the District of
Columbia UCC, as applicable.
	 
	 	22.	 	Upon due filing of the Financing Statements in the applicable jurisdiction noted on
Schedule C
and payment of all filing and recordation fees associated therewith, and when the US Security
Agreement or a short form thereof is filed in the United States Patent and Trademark Office and
the United States Copyright Office, the Liens created by the US Security Agreement shall
constitute fully perfected Liens on, and security interests in, all right, title and interest of
the
grantors thereunder in the Intellectual Property Collateral (as defined in the Security
Agreement).
	 
	 	23.	 	The Liens and the security interests created by the US Security Agreement on the Article 9
Collateral will validly secure the payment of all future advances pursuant to the Credit
Agreement, whether or not at the time such advances are made, an Event of Default or other
event not within the control of the Lenders has relieved or may relieve the Lenders from their
obligations to make such advances, and are perfected to the extent set forth in paragraphs
14, 19, 20, 21 and 22 above with respect to such future advances.
	 
	 	24.	 	Under Section 5-1401 of the General Obligations Law of the State of New York, a federal or
state
court sitting in New York would honor the parties’ choice of internal laws of the State of New
York as the law applicable to the NY Documents (to the extent set forth in such NY Documents)
in any action to enforce such NY Documents.










 




- 9 -


	 	25.	 	The Obligations and the Guaranteed Obligations are “Senior Debt” within the meaning of
the
Senior Note Agreement.
	 
	 	26.	 	No taxes or other charges, including, without limitation, intangible or documentary
stamp taxes,
mortgage or recording taxes, transfer taxes or similar taxes or charges, are payable under
the laws
of Ontario, the federal laws of Canada, or the laws of the State of New York, on account of
the
execution and delivery of the Documents or the creation of the indebtedness evidenced or
secured
by any of the Documents or the recording or filing of the Financing Statements or the NY
Mortgage, or as a condition to the legality or enforceability of the NY Mortgage, except for
nominal applicable filing, registration or recording fees and taxes (including in connection
with
any re-advance under the Credit Agreement).





NY Mortgage





	 	27.	 	The NY Mortgage (i) is in proper form to be accepted for recording by the County
Recorder
identified in Schedule D attached hereto, (ii) creates and constitutes (A) a valid
mortgage lien on
that portion of the Mortgaged Property (as defined in the NY Mortgage) that constitutes real
property (“NY Real Property”) and (B) a valid security interest in such of the Mortgaged
Property that constitutes fixtures (the “UCC Property”) and is subject to the provisions of
Article 9 of the Uniform Commercial Code as in effect in the State of New York, each in
favor of
the Collateral Agent for the benefit of the Secured Parties (as defined in the NY Mortgage)
securing the Secured Obligations (as defined in the NY Mortgage) and (iii) contains the
terms and
provisions necessary to enable Collateral Agent, following a default thereunder and the
satisfaction of any procedural requirements (such as notice or time to cure), to exercise
the
remedies which are customarily available to a mortgage lienholder in the State of New York.
	 
	 	28.	 	The recording of the NY Mortgage with the County Recorder identified in Schedule
D attached
hereto is the only filing or recording necessary to give constructive notice of the lien
created by
the NY Mortgage to subsequent purchasers and mortgagees of the NY Real Property. No other
recordings, filings, re-recordings or refilings other than those identified in Schedule
D are
necessary in order to maintain the validity or priority of the lien created by the NY
Mortgage on
the NY Real Property.
	 
	 	29.	 	Upon the proper filing and acceptance of the Financing Statements relating to the NY
Mortgage
with the offices identified in Schedule D attached hereto, the security interest,
lien or pledge
created by the NY Mortgage in that portion of the Mortgaged Property which constitutes
fixtures
and which are subject to the provisions of Article 9 of the UCC is duly perfected. Such
Financing
Statements adequately identify such Mortgaged Property described therein to provide
sufficient
notice to third parties of the security interest referenced therein (it being understood
that we offer
no opinion as to the accuracy of the legal description attached thereto).
	 
	 	30.	 	The Collateral Agent is permitted under the laws of the State of New York without
naming all of
the Lenders in any applicable legal proceeding to exercise remedies under the NY Mortgage
for
the realization of any of the Collateral in its own name, as Collateral Agent.
	 
	 	31.	 	Based solely on a certificate of good standing dated
July 5, 2007, issued in respect of
Novelis
Corp. by the Department of State of the State of New York, Novelis Corp. is qualified to do
business and is in good standing as a foreign corporation under the laws of the State of New
York.










 




- 10 -







Enforcement of Judgments etc.





	 	32.	 	If any provision in any NY Document to which a Canadian Loan Party or Novelis LP is a
party is
sought to be enforced against any Canadian Loan Party or Novelis LP in an action or
proceeding
brought before a court of competent jurisdiction in the Province of Ontario, such court in
the
Province of Ontario would (i) recognize the express choice of laws chosen by the parties in
such
Documents, provided that such choice of laws is bona fide, in the sense that it was not made
with
a view to avoiding the consequences of the laws of any other jurisdiction and provided
further
that such choice is not contrary to public policy, as that term is understood under the laws
of the
Province of Ontario; and (ii) if that choice of laws is recognized, apply the laws of the
State of
New York to all issues that are to be determined by those laws under Ontario conflict of
laws
rules in that action or proceeding, upon appropriate evidence as to those laws being
adduced;
however, an Ontario court will not apply any laws of the State of New York which are
contrary to
Ontario public policy.
	 
	 	33.	 	A court in the Province of Ontario has, however, an inherent power to decline to hear
such an
action or proceeding if it is contrary to public policy, as such term is understood under
the laws of
the Province of Ontario, for it to do so, or if such court is not the proper forum to hear
such action
or proceeding, or if concurrent proceedings are being brought elsewhere. None of the terms
of
any NY Document to which a Canadian Loan Party or Novelis LP is a party are, insofar as we
are
aware, contrary to Ontario public policy, as such term is understood from case law decided
in the
Province of Ontario, and accordingly, it would not, insofar as we are aware based on our
review
of any NY Document to which a Canadian Loan Party or Novelis LP is a party and a
consideration of the potential proceedings that may be brought in relation to them, be
contrary to
Ontario public policy for an Ontario court to hear an action or proceeding to enforce any of
such
NY Documents in the Province of Ontario.
	 
	 	34.	 	A final and conclusive in personam judgment against any Canadian Loan Party or Novelis
LP
under or in respect of the any NY Document obtained in any court of competent jurisdiction
in
the State of New York (including in any federal court of the United States sitting in the
City of
New York and otherwise having competent jurisdiction), for a definite sum of money, given on
the merits, and which is not impeachable as void or voidable under the internal laws of New
York, would be recognized and enforced by an Ontario court in an action by a judgment
creditor
(for example, the Collateral Agent) to enforce such judgment, provided that:






	 	(i)	 	such judgment was not obtained by fraud;
	 
	 	(ii)	 	such judgment and the proceedings leading thereto did not
involve the breach of and were not otherwise contrary to natural justice,
including the fundamental right of a party to adequate notice and be heard
fairly;
	 
	 	(iii)	 	enforcement of such judgment would not be contrary to the
public policy of the Province of Ontario (and we are not aware of any reason
why enforcement of such judgment would be contrary to such public policy);
	 
	 	(iv)	 	the enforcement of that judgment does not constitute, directly
or indirectly, the enforcement of foreign revenue or penal laws; and
	 
	 	(v)	 	the action is commenced within the time limitations set out in
any applicable limitations statute.


















 





-11-





	 	 	Qualifications
	 
	 	 	The foregoing opinions are subject to the following qualifications:
	 
	(a)	 	The enforceability of the Domestic Documents is subject to bankruptcy, insolvency,
reorganization, arrangement, winding-up, moratorium and other similar laws of general
application affecting the enforcement of creditors’ rights generally.
	 
	(b)	 	Our opinions are subject to the effect of general principles of equity, whether applied by a
court of law or equity, including principles (i) governing the availability of specific
performance, injunctive relief or other equitable remedies, which generally place the award of
such remedies, subject to certain guidelines, in the discretion of the court to which
application for such relief is made, (ii) affording equitable defenses (e.g., waiver, laches
and estoppel) against a party seeking enforcement, (iii) requiring good faith and fair dealing
in the performance and enforcement of a contract by the party seeking its enforcement, (iv)
requiring reasonableness in the performance and enforcement of an agreement by the party
seeking enforcement of the contract, (v) requiring consideration of the materiality of (A) a
breach and (B) the consequences of the breach to the party seeking enforcement, (vi) requiring
consideration of the commercial impracticability, illegality or impossibility of performance
at the time of attempted enforcement, and (vii) affording defenses based upon the
unconscionability of the enforcing party’s conduct after the parties have entered into the
contract.
	 
	(c)	 	The Collateral Agent and the Secured Parties may be required to give the Loan Parties a
reasonable time to repay following a demand for payment prior to taking any action to enforce
its right of repayment or before exercising any of the rights and remedies expressed to be
exercisable by the Collateral Agent or the Secured Parties in the Domestic Documents.
	 
	(d)	 	We have taken no steps to provide the notices or to obtain the acknowledgements prescribed in
Part VII of the Financial Administration Act (Canada) relating to the assignment of federal
Crown debts. An assignment of federal Crown debts which does not comply with that Act is
ineffective as between the assignor and the assignee and as against the Crown. Consequently,
the Collateral Agent would not have a valid security interest in federal Crown debts unless
that Act is complied with.
	 
	(e)	 	We express no opinion as to whether a security interest may be created in:






	 	(i)	 	property consisting of a receivable, license, approval, privilege, franchise,
permit, lease or agreement (collectively, “Special Property”) to the extent that the
terms of the Special Property or any applicable law prohibit its assignment or
require, as a condition of its assignability, a consent, approval or other
authorization or registration which has not been made or given, except to the extent
such restrictions are rendered ineffective pursuant to Section 9-406 through 9-409 of
the UCC or
	 
	 	(ii)	 	permits, quotas or licenses which are held by or issued to the Relevant Loan
Parties.






	(f)	 	We express no opinion as to any security interest created by the Security Documents with
respect to any property of the Relevant Loan Parties that is transformed in such a way










 



- 12 -


	 	 	that it is not identifiable or traceable or any proceeds of property of the Relevant Loan
Parties that are not identifiable or traceable.
	 
	(g)	 	We have not registered any of the Security Documents or notice thereof in any land registry
office or under any land registry statutes even though the Security Documents may create a
security interest in a Relevant Loan Party’s real property or leases of real property or in
property which is now or may hereafter become a fixture or a right to payment under a lease,
mortgage or charge of real property.
	 
	(h)	 	We have made no registrations under the Patent Act (Canada), the Trade-marks Act (Canada),
the Industrial Designs Act (Canada), the Integrated Circuit Topography Act (Canada), the
Copyright Act (Canada) and/or offices in connection with any Security Document.
	 
	(i)	 	We express no opinion as to whether any of the Relevant Loan Parties has title to or any
rights in any real or personal property, including without limitation, any of the Article 9
Collateral, nor as to the priority of any security interest created by the Security Documents
in any such property, except as set forth in paragraph 19.
	 
	(j)	 	We advise you that certain rights of debtors and duties of secured parties referred to in
the PPSA, and in Sections 1-102(3) and 9-602 of the UCC, may not be waived, released, varied
or disclaimed by agreement prior to a default and our opinions regarding any such waivers,
releases, variations and disclaimers are limited accordingly. The PPSA and the UCC may also
affect the enforcement of certain rights and remedies contained in the Security Documents to
the extent that those rights and remedies are inconsistent with or contrary to the PPSA and
the UCC. However, neither the PPSA nor the UCC render any of the Security Documents invalid
as a whole, and there exist, in each Security Document or pursuant to applicable law, legally
adequate remedies for realization of the principal benefits of the PPSA Collateral and the
Security Agreement Collateral purported to be provided by such Security Document.
	 
	(k)	 	Notwithstanding any provision of any Domestic Document to the contrary, any certificate or
determination provided for therein may be subject to challenge in a court on the grounds of
fraud, collusion, mistake on the face of the certificate, or mistake on the basis that the
certificate differed in a material respect from the certificate contemplated in such
provision.
	 
	(1)	 	We express no opinion as to the enforceability of any provision of the Domestic Documents:






	 	(i)	 	which purports to waive all defences which might be available to, or
constitute a discharge of the liability of, any of the Relevant Loan Parties;
	 
	 	(ii)	 	which purports to release, exculpate or exempt a party, its agents or any
receiver, manager or receiver-manager appointed by it from, or require
indemnification of a party, its agents or any receiver, manager or receiver-manager
appointed by it for, liability for its own action or inaction, to the extent the
action or inaction involves gross negligence, recklessness, willful misconduct,
unlawful conduct or fraud; or










 



- 13 -


	 	(iii)	 	with respect to the laws of the Province of Ontario only, which states that
amendments or waivers of or with respect to such Documents that are not in writing
will not be effective.






	(m)	 	Provisions contained in any of the Domestic Documents which purport to sever from such
Documents any provision which is prohibited or unenforceable under applicable law without
affecting the enforceability or validity of the remainder of such Document may be enforced
only in the discretion of a court.
	 
	(n)	 	We express no opinion as to the enforceability of any provision of the Domestic Documents
which requires any of the Relevant Loan Parties to pay, or to indemnify the Secured Parties,
the Agents or the Collateral Agent for, the costs and expenses of the Secured Parties, the
Agents or the Collateral Agent in connection with judicial proceedings, since those provisions
may derogate from a court’s discretion to determine by whom and to what extent those costs
should be paid. Nor do we express any opinion with respect to rules of law, statute,
ordinance, rule, regulation, order, judgment or decree that governs and affords judicial
discretion regarding the determination of damages and entitlement to attorneys’ fees and other
costs. We advise you that the recoverability of costs and expenses may be limited to those a
court considers to be reasonably incurred and the costs and expenses incidental to all court
proceedings may be in the discretion of the court and the court may have the discretion to
determine by whom and to what extent such costs shall be paid and our opinions herein are
limited accordingly.
	 
	(o)	 	We express no opinion as to any provision of any Domestic Document which purports to waive,
or to require waiver of, the obligations of good faith, fair dealing, diligence and
reasonableness or that purport to define or dictate what is commercially reasonable.
	 
	(p)	 	We express no opinion as to the enforceability of any rights to contribution or
indemnification provided for in the Domestic Documents which violate public policy underlying
any law, rule or regulation (including any federal or state securities law, rule or
regulation).
	 
	(q)	 	We express no opinion as to the applicability or effect of any fraudulent transfer or
similar law on the Documents or any transactions contemplated thereby.
	 
	(r)	 	We advise you that forum selection and choice of law clauses in contracts are not
necessarily binding on the court(s) in the forum selected in the United States, if (i) their
application to such contract would be adjudicated by a court of competent jurisdiction to (A)
be unconstitutional or (B) involve fraud, in which case, common law choice of law and forum
selection principles would be applicable or (ii) the choice of law would be contrary to
Section 1-105(2) of the UCC, and our opinions are limited accordingly.
	 
	(s)	 	Our opinions regarding the creation and perfection of security interests are subject to the
effect of (i) the limitations on the existence and perfection of security interests in
proceeds resulting from the operation of Section 9-315 of any applicable Uniform Commercial
Code; (ii) the limitations in favor of buyers, licensees and lessees imposed by Sections
9-320, 9-321 and 9-323 of any applicable Uniform Commercial Code; (iii) the limitations with
respect to documents, instruments and securities imposed by Section 9-331 and 8-303 of any
applicable Uniform Commercial Code; (iv) other rights of persons in possession of money,
instruments and proceeds constituting certificated securities; and (v) section 547 of the
Bankruptcy Code with respect to preferential











 



- 14 -



	 	 	transfers and section 552 of the Bankruptcy Code with respect to any Security Agreement
Collateral acquired by any Relevant Loan Party subsequent to the commencement of a case
against or by such Loan Party under the Bankruptcy Code.
	 
	(t)	 	In connection with New York only, we express no opinion with respect to any self-help
remedies to the extent they vary from those available under the UCC or other applicable
Uniform Commercial Code or with respect to any remedies otherwise inconsistent with the UCC
(to the extent that the UCC is applicable thereto) or other applicable law (including,
without limitation, any other applicable Uniform Commercial Code).
	 
	(u)	 	We express no opinion as to the effect on the opinions expressed herein of the compliance or
non-compliance of the Lenders, the Agents, the Collateral Agent or any party (other than the
Relevant Loan Parties) to the Documents with any state, federal or other laws or regulations
applicable to them.
	 
	(v)	 	A receiver or receiver and manager appointed pursuant to any of the Security Documents may,
for certain purposes, be treated as the agent of the Collateral Agent and not solely the
agent of a Relevant Loan Party, notwithstanding any provision in such documents to the
contrary.
	 
	(w)	 	We express no opinion regarding the perfection of a security interest in any real or
personal property referred to in the Security Documents that is not subject to the PPSA,
Article 9 or, to the extent applicable, Article 8 of the UCC.
	 
	(x)	 	Article 9 of the UCC requires the filing of continuation statements within 6 months of the
lapse date (which date is 5 years after the original filing date) in order to maintain the
effectiveness of the filings referred to in our letter.
	 
	(y)	 	Additional filings may be necessary if any of the Relevant Loan Parties changes its name,
identity or corporate or organizational structure or the jurisdiction in which it is
organized, any of its places of business, its chief executive office or any Article 9
Collateral is located.
	 
	(z)	 	To the extent that any opinion relates to the enforceability of the choice of New York law
and choice of New York forum provisions of the NY Documents, our opinion is rendered in
reliance upon N.Y. Gen. Oblig. Law §§ 5-1405, 5-1402 (McKinney 2001) and N.Y. CPLR 327(b)
(McKinney 2001) and is subject to the qualifications that such enforceability may be limited
by public policy considerations of any jurisdiction, other then the courts of the State of
New York, in which enforcement of such provisions, or of a judgment upon an agreement
containing such provisions, is sought.











 




- 15 -


     This opinion is given as of the date hereof and may be relied upon only by the addressees
hereof for the purposes of the transaction contemplated by this opinion. It may not be relied upon
by any other person except an assignee or successor of the Agents or any Lender or for any other
purpose, nor may it be quoted in whole or in part or otherwise referred to, without our prior
written consent provided that copies of this opinion may be provided to governmental authorities
having jurisdiction or oversight over any Lender or Agent including, without limitation, The
National Association of Insurance Commissioners.



Very truly yours,








ACB/DGL/AED/DAD











 



 




SCHEDULE A




Canada





	 	a)	 	Novelis Cast House Technology Ltd. (“Cast House”)
	 
	 	b)	 	4260848 Canada Inc. (“4260848”)
	 
	 	c)	 	4260856 Canada Inc. (“4260856”)
	 
	 	d)	 	AV Aluminum Inc. (“Aluminum”)




(collectively, the “Canadian Guarantors”). The Canadian Guarantors and the Canadian Borrower are
collectively, the “Canadian Loan Parties”.




United States





	 	a)	 	Novelis Finances USA LLC (“Novelis Finances”)
	 
	 	b)	 	Novelis South America Holdings LLC (“Novelis South America”)
	 
	 	c)	 	Aluminum Upstream Holdings LLC (“Aluminum Upstream”)
	 
	 	d)	 	Novelis PAE Corporation (“Novelis PAE”)




(collectively, the “Delaware Loan Parties”). The Delaware Loan Parties and Novelis Corp. are
collectively, the “US Loan Parties”. The Delaware Loan Parties and the Canadian Loan Parties
are collectively the “Relevant Loan Parties” and each individually a “Relevant Loan Party”.




Foreign





	 	(a)	 	Novelis UK Ltd. (“Novelis UK”)
	 
	 	(b)	 	Novelis AG
	 
	 	(c)	 	Novelis Europe Holdings Ltd. (“Holdings UK”)
	 
	 	(d)	 	Novelis Deutschland GMBH (“Novelis GMBH”)
	 
	 	(e)	 	Novelis Switzerland SA
	 
	 	(f)	 	Novelis Technology AG (“Technology”)
	 
	 	(g)	 	Novelis Aluminum Holding Company (“NAHC”)
	 
	 	(h)	 	Novelis Do Brasil Ltda. (“Novelis Brasil”)




(collectively, the “Foreign Loan Parties”). The US Loan Parties, the Canadian Loan Parties, Novelis
LP and the Foreign Loan Parties are collectively, the “Loan Parties” and individually, a “Loan
Party”.











 



 




SCHEDULE B




Documents




Canada





	 	(a)	 	a Guarantee made by each of the Canadian Loan Parties and Novelis No.l
Limited Partnership (“Novelis LP”) in favour of the Collateral Agent for the
benefit of the Secured Parties;
	 
	 	(b)	 	a Security Agreement made by the Canadian Borrower and each of the
Canadian Guarantors and Novelis LP in favour of the Collateral Agent for the
benefit of the Secured Parties (the “Ontario GSA”);
	 
	 	(c)	 	a Demand Debenture made by the Canadian Borrower in favour of the Collateral
Agent for the benefit of the Secured Parties; (the “Debenture”);
	 
	 	(d)	 	a Debenture Delivery Agreement made by the Canadian Borrower in favour of
the Collateral Agent for the benefit of the Secured Parties;
	 
	 	(e)	 	a Blocked Account Control Agreement between Royal Bank of Canada, the Canadian
Borrower, the Collateral Agent and UBS AG Stamford Branch; and
	 
	 	(f)	 	a Deposit Account Control Agreement among Citibank Canada, LaSalle Business
Credit LLC, UBS AG, Stamford Branch and Novelis Corporation;
	 
	 	(g)	 	a Deed of Hypothec made by the Canadian Borrower in favour of the Collateral
Agent acting as fonde de pouvoir of the bondholders (as defined therein);
	 
	 	(h)	 	a Bond made by the Canadian Borrower in favour of the Collateral Agent
for the benefit of the Secured Parties;
	 
	 	(i)	 	a Bond Pledge Agreement made by the Canadian Borrower in favour of
the Collateral Agent for the benefit of the Secured Parties;
	 
	 	j)	 	a Deed of Hypothec made by Novelis LP in favour of the Collateral
Agent acting as fonde de pouvoir of the bondholders (as defined therein);






The documents listed in items (a) through (c) are collectively referred to as the “Ontario
Security Documents”. The documents listed in items (a) though (f) are collectively referred
to as the “Ontario Documents”.



United States





	 	(a)	 	an Intercreditor Agreement made between the Administrative Agent, the
Collateral Agent, UBS AG, Stamford Branch as administrative agent and collateral agent
under the Term Loan Agreement and the Loan Parties (the “Intercreditor Agreement”);
	 
	 	(b)	 	a Contribution, Intercompany, Contracting and Offset Agreement made between the
Loan Parties;
	 
	 	(c)	 	a Subordination Agreement made between the Loan Parties;











 






- 2 -



	 	(d)	 	a Security Agreement made by the US Loan Parties in favour of the Collateral
Agent for the benefit of the Lenders (the “US Security Agreement”);
	 
	 	(e)	 	a Patent Security Agreement made by the Novelis Corp. and the Canadian
Borrower in favour of the Collateral Agent for the benefit of the Lenders (the
“Patent Security Agreement”);
	 
	 	(f)	 	a Trademark Security Agreement made by Novelis Corp. and the Canadian
Borrower in favour of the Collateral Agent for the benefit of the Lenders (the
“Trademark Security Agreement”);
	 
	 	(g)	 	an Intellectual Property Agreement made by Cast House in favour of the
Collateral Agent for the benefit of the Lenders;
	 
	 	(h)	 	an Amended, Restated and Consolidated Mortgage, Assignment of
Leases and Rents, Security Agreement and Fixture Filing made by Novelis Corp. in favour of the
Collateral Agent for the benefit of the Lenders and in favour of UBS AG, Stamford
Branch in its capacity as collateral agent under the Term Loan Agreement with
respect to the property located in Oswego County, New York (the “NY Mortgage”);
	 
	 	(i)	 	a Deposit Account Control Agreement among Citibank Delaware,
LaSalle Business Credit LLC, UBS AG, Stamford Branch and Novelis Corporation;
	 
	 	(j)	 	a Deposit Account Control Agreement among Bank of America, N.A.,
LaSalle Business Credit LLC, UBS AG, Stamford Branch and Novelis Corporation; and
	 
	 	(k)	 	a Deposit Account Control Agreement among National City Bank, LaSalle
Business Credit LLC, UBS AG, Stamford Branch and Novelis Corporation.






	 	 	The documents listed in items to (d) through (g) are collectively referred to as the “US
Security Documents”. The documents listed in items (a) through (k) and the Credit Agreement
are collectively referred to as the “NY Documents”. The U.S. Security Documents and the
Ontario Security Documents are collectively referred to as the “Security Documents”. The
Ontario Documents and the NY Documents are collectively referred to as the “Domestic
Documents”.





Foreign





	 	(a)	 	a Share Kun-Pledge Agreement made by 4260848 and 4260856 in favour of
the Collateral Agent for the benefit of the Lenders (governed by Korean law);
	 
	 	(b)	 	a Share Mortgage made between the Canadian Borrower and the Collateral Agent
with respect to the shares of Holdings UK (governed by English law);
	 
	 	(c)	 	a Security Trust Deed made by the Canadian Borrower, among others, in favour
of the Collateral Agent for the benefit of the Lenders (governed by English Law);
	 
	 	(d)	 	a Quotas Pledge Agreement made by the Canadian Borrower in favour of the
Collateral Agent for the benefit of the Lenders with respect to the quotas of Novelis
Do Brasil Ltda (governed by Brazilian law);










 



- 3 -


	 	(e)	 	a Second Priority Pledge Agreement made by the Canadian Borrower, among others,
in favour of the Collateral Agent for the benefit of the lenders with respect to the shares
of Novelis Lamines France, Novelis Foil France and Novelis PAE SAS (governed by French law
);











 



 


SCHEDULE C




Searches and Registrations




LIEN SEARCH RESULTS










 




 


SCHEDULE C




REGISTRATIONS:



We have made the registrations under the PPSA against the following Loan Parties as follows:





	1.	 	Novelis Inc, as indicated at item 2 of Appendix A;
	 
	2.	 	4260848 Canada Inc., as indicated at item 3 of Appendix B;
	 
	3.	 	4260856 Canada Inc., as indicated at item 2 of Appendix C;
	 
	4.	 	Novelis Cast House Technology Ltd., as indicated at item 2 of Appendix D;
	 
	5.	 	Novelis No. 1 Limited Partnership, as indicated at item 2 of Appendix E and item 4 of Appendix
B; and
	 
	6.	 	AV Aluminum Inc., as indicated at item 2 of Appendix F.




We have examined copies of the UCC-1 Financing Statements in favor of the Collateral Agent naming
the following entities as debtors, to be filed with the Secretary of State of Delaware:





	1.	 	Novelis Finances USA LLC
	 
	2.	 	Novelis South America Holdings LLC
	 
	3.	 	Aluminum Upstream Holdings LLC
	 
	4.	 	Novelis PAE Corporation





SEARCHES:



We made searches or inquiries for:



Ontario





	1.	 	Security or other interests in the personal property registered under the Personal
Property Security Act (Ontario) as of June 27, 2007 for the following:






	 	-	 	Novelis Inc. — see attached Appendix A
	 
	 	-	 	Arcustarget Inc. — clear
	 
	 	-	 	4260848 Canada Inc. — see attached Appendix B
	 
	 	-	 	4260856 Canada Inc. — see attached Appendix C
	 
	 	-	 	Novelis Cast House Technology Ltd. — see attached Appendix D
	 
	 	-	 	Cast House Technology Ltd. — see attached Appendix D
	 
	 	-	 	Novelis No. 1 Limited Partnership — see attached Appendix E
	 
	 	-	 	Societe En Commandite Novelis No. 1 — see attached Appendix E
	 
	 	-	 	Novelis No. 1 Limited Partnership Societe En Commandite Novelis No. 1 — see attached Appendix E
	 
	 	-	 	Societe En Commandite Novelis No. 1 Novelis No. 1 Limited Partnership — see attached Appendix E










 




 


	 	-	 	AV Aluminum Inc. — see attached Appendix F
	 
	 	-	 	6703534 Canada Limited — clear






	2.	 	Notices of intention to give security under Section 427
of the Bank Act (Canada) registered
in the Bank of Canada at Toronto, Ontario as of June 25, 2007:






	 	-	 	Novelis Inc. — clear 



	 
	 	-	 	
Arcustarget Inc. — clear
	 
	 	-	 	4260848 Canada Inc. — clear
	 
	 	-	 	4260856 Canada Inc. — clear
	 
	 	-	 	Novelis Cast House Technology Ltd. — clear
	 
	 	-	 	Cast House Technology Ltd. — clear
	 
	 	-	 	Novelis No. 1 Limited Partnership — clear
	 
	 	-	 	Societe En Commandite Novelis No. 1 — clear
	 
	 	-	 	AV Aluminum Inc — clear
	 
	 	-	 	6703534 Canada Limited — clear






	3.	 	Judgments or Executions filed in the City of Toronto as of June 25, 2007:






	 	-	 	Novelis Inc. — clear
	 
	 	-	 	Arcustarget Inc. — clear
	 
	 	-	 	4260848 Canada Inc. — clear
	 
	 	-	 	4260856 Canada Inc. — clear
	 
	 	-	 	Novelis Cast House Technology Ltd. — clear
	 
	 	-	 	Cast House Technology Ltd. — clear
	 
	 	-	 	Novelis No. 1 Limited Partnership — clear
	 
	 	-	 	Societe En Commandite Novelis No. 1 — clear
	 
	 	-	 	AV Aluminum Inc — clear
	 
	 	-	 	6703534 Canada Limited — clear






	4.	 	Judgments or Executions filed in (i) the County of Frontenac (Kingston), (ii) Regional
Municipality of Peel (Brampton) and (iii) County of Wellington (Guelph) as of June 25, 2007:






	 	-	 	Novelis Inc. — clear
	 
	 	-	 	Arcustarget Inc. — clear
	 
	 	-	 	4260848 Canada Inc. — clear
	 
	 	-	 	4260856 Canada Inc. — clear
	 
	 	-	 	Novelis Cast House Technology Ltd. — clear
	 
	 	-	 	Cast House Technology Ltd. — clear
	 
	 	-	 	Novelis No. 1 Limited Partnership — clear
	 
	 	-	 	Societe En Commandite Novelis No. 1 — clear
	 
	 	-	 	AV Aluminum Inc — clear
	 
	 	-	 	6703534 Canada Limited — clear






	5.	 	Assignments or proceedings under the Bankruptcy and Insolvency Act (Canada) as of June 20,
2007 recorded in the office of the Official Receiver:






	 	-	 	Novelis Inc. — clear
	 
	 	-	 	Arcustarget Inc. — clear
	 
	 	-	 	4260848 Canada Inc. — clear
	 
	 	-	 	4260856 Canada Inc. — clear










 




 


	 	-	 	Novelis Cast House Technology Ltd. — clear
	 
	 	-	 	Cast House Technology Ltd. — clear
	 
	 	-	 	Novelis No. 1 Limited Partnership — clear
	 
	 	-	 	Societe En Commandite Novelis No. 1 — clear
	 
	 	-	 	AV Aluminum Inc. —  clear
	 
	 	-	 	6703534 Canada Limited — clear











 




 


Appendix A




Personal Property Security Act (“PPSA”)



We obtained a certificate from the Registrar of Personal Property Security with respect to
Novelis Inc. (file currency: June 27, 2007) which discloses the following financing statements
and financing change statements filed under the PPSA.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	1

	 	 	2	 	 	NOVELIS INC. 

3399 PEACHTREE ROAD, 

NE, SUITE 1500

ATLANTA, GEORGIA 

30326
	 	UBS AG, STAMFORD

BRANCH

677 WASHINGTON

BOULEVARD

STAMFORD,

CONNECTICUT

068901
	 	636803406

20070628145715301276

(JUNE 28, 2007)
	 	9 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	 	3	 	 	NOVELIS INC. 

3399 PEACHTREE ROAD, 

NE, SUITE 1500

ATLANTA, GEORGIA 

30326
	 	LASALLE BUSINESS

CREDIT, LLC

135 SOUTH LASALLE

STREET, SUITE 425

CHICAGO, ILLINOIS

60603
	 	636803469

20070628145715301282

(JUNE 28, 2007)
	 	7 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	 	4-6	 	 	NOVELIS NO. 1 LIMITED 

PARTNERSHIP SOCIETE 

EN COMMANDITE 

NOVELIS NO. 1

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6
	 	CITICORP NORTH
AMERICA, INC. 


388 GREENWICH STREET 


19TH FLOOR 


NEW YORK, NEW YORK 


10013
	 	635400351

20070517092718626018

(MAY 17, 2007)
	 	10 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	SOCIETE EN

COMMANDITE NOVELIS	 	 	 	 	 	 	 	 	 	 












 




- 5 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Registration/	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Renewal Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	 

	 	 	 	NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	NOVELIS NO. 1
LIMITED 
PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	SOCIETE EN 

COMMANDITE
NOVELIS

NO. 1

 2040 FAY
STREET 

JONQUIERE,
QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	NOVELIS INC. 
191
EVANS AVENUE 

TORONTO, ONTARIO


M8Z 1J5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	4260848 CANADA INC.


191 EVANS AVENUE 

TORONTO, ONTARIO 


M8Z 1J5	 	 	 	 	 	 	 	 	 	 












 





- 6 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	4

	 	 	7-8	 	 	NOVELIS INC. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5
	 	IBM CANADA LIMITED -

PPSA ADMINISTRATOR

3600 STEELES AVENUE

EAST F4

MARKHAM, ONTARIO

L3R 9Z7
	 	629071218

20060920145815303604

(SEPTEMBER 20, 2006)
	 	4 YEARS
	 	EQUIPMENT, ACCOUNTS,

OTHER
	 	ALL PRESENT AND AFTER
ACQUIRED GOODS SUPPLIED,
LEASED OR FINANCED BY THE
SECURED PARTY, INCLUDING
BUT NOT LIMITED TO, ALL
OFFICE MACHINES, OFFICE
EQUIPMENT, COMPUTER
HARDWARE, SOFTWARE AND
ALL ANCILLARY PRODUCTS
RELATED THERETO, AND ALL
UPGRADES, ADDITIONS AND
ACCESSIONS THERETO AND
THEREON AND ALL PROCEEDS
THEREFROM OF EVERY KIND
AND DESCRIPTION.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	 	9	 	 	NOVELIS INC. 

1 LAPPAN’S LANE 

KINGSTON, ONTARIO 

K7L 4Z5
	 	TENNANT FINANCIAL 

SERVICES 

2300 MEADOWVALE 

BLVD., SUITE 200

MISSISSAUGA, ONTARIO 

L5N 5P9
	 	628296453

20060824112340431762

(AUGUST 24, 2006)
	 	6 YEARS
	 	EQUIPMENT,

OTHER
	 	N/A












 






- 7 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	6

	 	 	10-11	 	 	NOVELIS INC. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5
	 	WAJAX FINANCE LTD. 

5035 SOUTH
SERVICE

ROAD 

BURLINGTON, ONTARIO 

L7 R4C8
	 	626197239

20060615144116165004

(JUNE 15, 2006)


AMENDMENT

20060621144216165271

(JUNE 21, 2006)
	 	4 YEARS
	 	EQUIPMENT,

MOTOR

VEHICLE

INCLUDED
	 	N/A



TO ADD A MOTOR VEHICLE

DESCRIPTION TO LINE 11 OF

REGISTRATION NUMBER

20060615144116165004
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	YEAR: 1999


MAKE: HYSTER


MODEL: S120XL 

V.I.N.: D004D07798W
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	 	12-13	 	 	NOVELIS INC. 

1 LAPPANS LANE 

KINGSTON, ONTARIO
K7L 4Z5
	 	CHRYSLER FINANCIAL 

2425 MATHESON BLVD. 

EAST, 3RD FLOOR 

MISSISSAUGA, ONTARIO
L4W 5N7
	 	625510323

20060525195215311506

(MAY 25, 2006)
	 	3 YEARS
	 	EQUIPMENT,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	AMOUNT SECURED: $31,907


YEAR: 2006


MAKE: JEEP


MODEL: LIBERTY 


V.I.N.: 1J4GL48K96W249108
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	DAIMLERCHRYSLER 

FINANCIAL SERVICES 

CANADA INC. 

2425 MATHESON BLVD. 

EAST, 3RD FLOOR 

MISSISSAUGA, ONTARIO 

L4W 5N7
	 	 	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8

	 	 	14	 	 	NOVELIS INC. 

1 LAPPANS LANE 

KINGSTON, ONTARIO 

K7L 4Z5
	 	XEROX CANADA LTD. 

33 BLOOR STREET EAST 

3RD FLOOR 

TORONTO, ONTARIO 

M4W 3H1
	 	624261483

20060413100114626638

(APRIL 13, 2006)
	 	4 YEARS
	 	EQUIPMENT,

OTHER
	 	N/A












 






- 8 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	9

	 	15-16
	 	NOVELIS INC. 

945 PRINCESS STREET 

KINGSTON, ONTARIO 

K7L 5L9
	 	DE LAGE LANDEN 

FINANCIAL SERVICES 

CANADA INC. 

100-1235 NORTH SERVICE 

ROAD WEST 

OAKVILLE, ONTARIO


L6M 2W2
	 	621564039

20051223132870298463

(DECEMBER 23, 2005)
	 	5 YEARS	 	EQUIPMENT, OTHER	 	 	 	 	 ALL GOODS SUPPLIED BY THE
 SECURED PARTY PURSUANT TO
A LEASE BETWEEN THE DEBTOR
AND THE SECURED PARTY,
TOGETHER WITH ALL PARTS
AND ACCESSORIES THERETO
AND ACCESSION THERETO AND
ALL REPLACEMENTS OR
SUBSTITUTIONS FOR SUCH
GOODS AND PROCEEDS
THEREOF (PROCEEDS AS
DEFINED IN THE PERSONAL
PROPERTY SECURITY ACT
(ONTARIO)) AND ANY
INSURANCE PROCEEDS
RESULTING THERE FROM.












 






- 9 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	10

	 	17-19
	 	NOVELIS INC. 

3800 - 200 BAY STREET 

TORONTO, ONTARIO 

M5J 2Z4
	 	GE VEHICLE AND

EQUIPMENT LEASING

5255 SOLAR DRIVE

MISSISSAUGA, ONTARIO

L4W 5H6
	 	621062946

20051206111412542199

(DECEMBER 6, 2005)
	 	5 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	ALL PRESENT AND AFTER
ACQUIRED MOTOR VEHICLES,
TRAILERS, AND GOODS OF
WHATEVER MAKE OR
DESCRIPTION, NOW OR
HEREAFTER LEASED BY THE
SECURED PARTY TO THE
DEBTOR, TOGETHER WITH ALL
ADDITIONS, REPLACEMENT
PARTS, ACCESSIONS,
ATTACHMENTS AND
IMPROVEMENTS THERETO, AND
ALL PROCEEDS THEREOF,
INCLUDING MONEY, CHATTEL
PAPER, INTANGIBLES, GOODS,
DOCUMENTS OF TITLE,
SECURITIES, SUBSTITUTIONS,
ACCOUNTS RECEIVABLE,
RENTAL AND LOAN
CONTRACTS, ALL PERSONAL
PROPERTY RETURNED, TRADED
IN OR REPOSSESSED AND ALL
INSURANCE PROCEEDS AND
ANY OTHER FORM OF PROCEEDS
THEREOF.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 




- 10 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	11

	 	 	20-22	 	 	LYNNE MEARS

DATE OF BIRTH:

OCTOBER 16, 1972 

926 EDINBOROUGH CR 

KINGSTON, ONTARIO

K7P 2C5
	 	CHRYSLER FINANCIAL 

2425 MATHESON BLVD E. 

3RD FL 

MISSISSAUGA, ONTARIO 

L4W 5N7
	 	618566337

20050902194815315044

(SEPTEMBER 2, 2005)
	 	3 YEARS
	 	EQUIPMENT,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	AMOUNT SECURED: $27,103

NO FIXED MATURITY DATE
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	DAIMLERCHRYSLER 

SERVICES CANADA INC. 

2425 MATHESON BLVD E. 

3RD FL 

MISSISSAUGA, ONTARIO 

L4W 5N7	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NOVELIS INC.


1 LAPPANS LANE
KINGSTON, ONTARIO


K7L 4Z5
	 	 	 	AMENDMENT

20070323145415309402

(MARCH 23, 2007)
	 	 	 	 	 	REMOVE DEBTOR FROM THE

REGISTRATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	 	23	 	 	NOVELIS INC. 

1188 SHERBROOKE 

STREET WEST 

MONTREAL, QUEBEC 

H3A 3G2
	 	CITICORP NORTH 

AMERICA, INC., AS 

ADMINISTRATIVE AGENT 

390 GREENWICH STREET 

NEW YORK, NY 10013
	 	611605296

20041223153018620300

(DECEMBER 23, 2004)
	 	10 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A












 





- 11 -


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	13

	 	24-26
	 	NOVELIS INC. 

1 LAPPANS LANE 

KINGSTON, ONTARIO 

K7K 6Y8
	 	XEROX CANADA LTD. 

5650 YONGE STREET 

NORTH YORK, ONTARIO 

M2M 4G7
	 	895711734

20030624113517152013

(JUNE 24, 2003)
	 	3 YEARS
	 	EQUIPMENT,

OTHER
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	AMENDMENT
	 	 	 	 	 	TO AMEND DEBTOR’S NAME
	 

	 	 	 	 	 	 	 	20050324171114620028

(MARCH 24, 2005)
	 	 	 	 	 	FROM ALCAN INC. TO NOVELIS
INC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	RENEWAL	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	20050324171114620029

(MARCH 24, 2005)
	 	 	 	 	 	RENEWED FOR A PERIOD OF 2
YEARS.



















 





APPENDIX B





Personal Property Security Act (“PPSA”)




We obtained a certificate from the Registrar of Personal Property Security with respect to
4260848 Canada Inc. (file currency: June 27, 2007) which discloses the following financing
statements and financing change statements filed under the PPSA.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	1

	 	 	2	 	 	4260848 CANADA INC. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5
	 	UBS AG, STAMFORD

BRANCH

677 WASHINGTON

BOULEVARD

STAMFORD,

CONNECTICUT

068901
	 	636803415

20070628145715301277

(JUNE 28, 2007)
	 	9 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	 	3-5	 	 	NOVELIS NO. 1 LIMITED 

PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 


G7S 4K6


SOCIETE EN 

COMMANDITE NOVELIS 

NO. 1

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6

	 	UBS AG, STAMFORD

BRANCH

677 WASHINGTON

BOULEVARD

STAMFORD,

CONNECTICUT

068901
	 	636803442

20070628145715301280

(JUNE 28, 2007)
	 	9 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NOVELIS NO. 1 LIMITED

PARTNERSHIP SOCIETE 

EN COMMANDITE 

NOVELIS NO. 1

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6


SOCIETE EN 

COMMANDITE NOVELIS	 	 	 	 	 	 	 	 	 	 
















 






- 13 -





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	 

	 	 	 	 	 	NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	4260848 CANADA INC. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	 	6	 	 	4260848 CANADA INC.

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5

	 	LASALLE BUSINESS

CREDIT, LLC

135 SOUTH LASALLE

STREET, SUITE 425

CHICAGO, ILLINOIS

60603
	 	636803478

20070628145715301283

(JUNE 28, 2007)
	 	7 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	 	7-9	 	 	NOVELIS NO. 1 LIMITED 

PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6


SOCIETE EN 

COMMANDITE NOVELIS 

NO. 1

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6
	 	LASALLE BUSINESS

CREDIT, LLC

135 SOUTH LASALLE

STREET, SUITE 425

CHICAGO, ILLINOIS

60603
	 	636803505

20070628145715301286

(JUNE 28, 2007)
	 	7 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	NOVELIS NO. 1 LIMITED

PARTNERSHIP SOCIETE 

EN COMMANDITE 

NOVELIS NO. 1

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 














 




- 14 -



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	 
	 	 	 	SOCIETE EN 

COMMANDITE NOVELIS 

NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	4260848 CANADA INC. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5
	 	10-12	 	NOVELIS NO. 1 LIMITED

 PARTNERSHIP SOCIETE 	 	CITICORP NORTH

AMERICA, INC.	 	635400351

20070517092718626018	 	10 YEARS	 	INVENTORY, EQUIPMENT	 	N/A
	 
	 	 	 	
EN COMMANDITE 

NOVELIS NO. 1

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	388 GREENWICH STREET

19TH FLOOR

NEW YORK, NEW YORK

10013	 	(MAY 17, 2007)	 	 	 	ACCOUNTS,

OTHER

MOTOR

VEHICLE

INCLUDED	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SOCIETE EN 

COMMANDITE NOVELIS 

NO. 1 NOVELIS NO. 1

LIMITED PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	NOVELIS NO. 1
LIMITED 

PARTNERSHIP 

2040 FAY STREET 

JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	SOCIETE EN 

COMMANDITE NOVELIS 

NO. 1

2040 FAY STREET	 	 	 	 	 	 	 	 	 	 

















 





- 15 -




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	 

	 	 	 	JONQUIERE, QUEBEC

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	NOVELIS INC.  

191 EVANS AVENUE 

TORONTO, ONTARIO 


M8Z 1J5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	4260848 CANADA INC. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	13-14
	 	4260848 CANADA INC.

SUITE 3800, ROYAL
BANK PLAZA, SOUTH
TOWER 

200 BAY STREET 

P.O BOX 84

TORONTO, ONTARIO 

M5J 2Z4
	 	CITICORP NORTH


AMERICA, INC., AS


ADMINISTRATIVE

 AGENT
390 

GREENWICH

 STREET
NEW YORK,

 NY
10013
	 	611605332

20041223153218620301

(DECEMBER 23, 2004)
	 	10 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A






 









 





APPENDIX C




Personal Property Security Act (“PPSA”)



We obtained a certificate from the Registrar of Personal Property Security with respect to
4260856 Canada Inc. (file currency: June 27, 2007) which discloses the following financing
statements and financing change statements filed under the PPSA.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	1

	 	 	2	 	 	4260856 CANADA INC. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5
	 	UBS AG, STAMFORD

BRANCH

677 WASHINGTON

BOULEVARD

STAMFORD,

CONNECTICUT

068901
	 	636803424

20070628145715301278

(JUNE 28, 2007)
	 	9 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	 	3	 	 	4260856 CANADA INC.
191 EVANS AVENUE
TORONTO, ONTARIO
M8Z 1J5
	 	LASALLE BUSINESS
CREDIT, LLC
135 SOUTH LASALLE
STREET, SUITE 425
CHICAGO, ILLINOIS
60603
	 	636803487

20070628145715301284

(JUNE 28, 2007)
	 	7 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	 	4-5	 	 	4260856 CANADA INC.
SUITE 3800, ROYAL
BANK PLAZA, SOUTH
TOWER 

200 BAY STREET 

P.O BOX 84


TORONTO, ONTARIO 

M5J 2Z4
	 	CITICORP NORTH


AMERICA, INC., AS 


ADMINISTRATIVE


 AGENT
390


 GREENWICH

STREET
NEW YORK,

 NY
10013
	 	611605377

20041223153418620302

(DECEMBER 23, 2004)
	 	10 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A






 









 





APPENDIX D




Personal Property Security Act (“PPSA”)



We obtained a certificate from the Registrar of Personal Property Security with respect to
Novelis Cast House Technology Ltd. (file currency: June 27, 2007) which discloses the following
financing statements and financing change statements filed under the PPSA.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	1

	 	 	2	 	 	NOVELIS CAST HOUSE 

TECHNOLOGY LTD. 

191 EVANS AVENUE 

TORONTO, ONTARIO 

M8Z 1J5
	 	UBS AG, STAMFORD

BRANCH

677 WASHINGTON

BOULEVARD

STAMFORD,

CONNECTICUT

068901
	 	636803433

20070628145715301279

(JUNE 28, 2007)
	 	9 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	 	3	 	 	NOVELIS CAST HOUSE
TECHNOLOGY LTD.
191 EVANS AVENUE
TORONTO, ONTARIO
M8Z 1J5
	 	LASALLE BUSINESS

CREDIT, LLC

135 SOUTH LASALLE

STREET, SUITE 425

CHICAGO, ILLINOIS

60603
	 	636803496

20070628145715301285

(JUNE 28, 2007)
	 	7 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	 	4-5	 	 	NOVELIS CAST HOUSE
TECHNOLOGY LTD.
6711 MISSISSAUGA
ROAD, SUITE 708
MISSISSAUGA, ONTARIO
L5N 2W3
	 	CITICORP NORTH 


AMERICA, INC., AS 


ADMINISTRATIVE


AGENT
390

 GREENWICH

 STREET
NEW YORK,

 NY
10013
	 	611605386

20041223153618620303

(DECEMBER 23, 2004)


AMENDMENT

20050107142518620896

(JANUARY 7, 2005)
	 	10 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A


TO CHANGE DEBTOR NAME ON
LINE 3 OF REGISTRATION NO.
20041223153618620303 TO
NOVELIS CAST HOUSE
TECHNOLOGY LTD.






 









 





APPENDIX E




 Personal Property Security Act (“PPSA”)



We obtained a certificate from the Registrar of Personal Property Security with respect to
Novelis No. 1 Limited Partnership Societe En Commandite Novelis No. 1 (file currency: June 27,
2007) which discloses the following financing statements and financing change statements filed
under the PPSA.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	1

	 	2-4
	 	NOVELIS NO. 1
LIMITED
PARTNERSHIP
2040 FAY STREET
JONQUIERE, QUEBEC 

G7S 4K6


SOCIETE EN
COMMANDITE NOVELIS
NO. 1

2040 FAY STREET
JONQUIERE, QUEBEC 

G7S 4K6
	 	UBS AG, STAMFORD

BRANCH

677 WASHINGTON

BOULEVARD

STAMFORD,

CONNECTICUT

068901
	 	636803442

20070628145715301280

(JUNE 28, 2007)
	 	9 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	NOVELIS NO. 1
LIMITED
PARTNERSHIP SOCIETE
EN COMMANDITE
NOVELIS NO. 1

2040 FAY STREET
JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	SOCIETE EN
COMMANDITE NOVELIS
NO. 1 NOVELIS NO. 1
LIMITED PARTNERSHIP
2040 FAY STREET
JONQUIERE, QUEBEC 

G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	4260848 CANADA INC.	 	 	 	 	 	 	 	 	 	 







 











 





 - 19 -




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 		 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page 	 	 	 	 	 	Registration No./	 	Period 	 	Collateral	 	 
	No.	 	 No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	 

	 	 	 	191 EVANS AVENUE

TORONTO, ONTARIO

M8Z LJ5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	5-7
	 	NOVELIS NO. 1 LIMITED
PARTNERSHIP
 2040 FAY
STREET
 JONQUIERE,
QUEBEC

 G7S 4K6


SOCIETE EN
 COMMANDITE
NOVELIS
 NO. 1
 2040 FAY
STREET
 JONQUIERE,
QUEBEC
 G7S 4K6


NOVELIS NO. 1 LIMITED 

PARTNERSHIP SOCIETE
 EN
COMMANDITE 
NOVELIS
NO. 1
 2040 FAY STREET

JONQUIERE, QUEBEC
 G7S
4K6


SOCIETE EN
 COMMANDITE
NOVELIS 
NO. 1 NOVELIS
NO. 1 
LIMITED
PARTNERSHIP
 2040 FAY
STREET
 G7S 4K6


4260848 CANADA INC.
 191
EVANS AVENUE
 TORONTO,
ONTARIO 
M8Z LJ5
	 	LASALLE BUSINESS

CREDIT, LLC
 135
SOUTH LASALLE

STREET, SUITE 425

CHICAGO, ILLINOIS

60603
	 	636803505

20070628145715301286

(JUNE 28, 2007)
	 	7 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER, MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	8-10
	 	NOVELIS NO. 1 LIMITED
PARTNERSHIP SOCIETE
	 	CITICORP NORTH
AMERICA, INC.
	 	635400351

20070517092718626018
	 	10 YEARS
	 	INVENTORY,

EQUIPMENT,
	 	N/A
















 





 - 20 -




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	File No. and	 	Renewal	 	 	 	 
	 	 	Page	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	 

	 	 	 	EN COMMANDITE

NOVELIS NO. 1 
2040 FAY
STREET 
JONQUIERE,
QUEBEC
 G7S 4K6
	 	388 GREENWICH STREET

19TH FLOOR
 NEW YORK,
NEW YORK
 10013
	 	(MAY 17, 2007)
	 	 	 	ACCOUNTS,

OTHER,

MOTOR

VEHICLE
 INCLUDED	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	SOCIETE EN 
COMMANDITE
NOVELIS
 NO. 1
NOVELIS NO. 1
 LIMITED
PARTNERSHIP
 2040 FAY
STREET
 JONQUIERE,
QUEBEC
 G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	NOVELIS NO. 1 LIMITED

PARTNERSHIP 
2040 FAY STREET 

JONQUIERE, QUEBEC
 G7S
4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	SOCIETE EN 
COMMANDITE
NOVELIS 
NO. 1
 2040
FAY STREET
 JONQUIERE,
QUEBEC 
G7S 4K6	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	NOVELIS INC.
 191
EVANS AVENUE
 TORONTO,
ONTARIO
 M8Z 1J5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	4260848 CANADA INC.

191 EVANS AVENUE 

TORONTO, ONTARIO
 M8Z
1J5	 	 	 	 	 	 	 	 	 	 
















 





     APPENDIX F


 Personal Property Security Act (“PPSA”)




We obtained a certificate from the Registrar of Personal Property Security with respect
to AV Aluminum Inc. (file currency: June 27, 2007) which discloses the following
financing statements and financing change statements filed under the PPSA.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 		 	Registration/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	File No. and	 	Renewal 	 	 	 	 
	 	 	Page 	 	 	 	 	 	Registration No./	 	Period	 	Collateral	 	 
	No.	 	No.	 	Debtor(s)	 	Secured Party(ies)	 	Date of Registration	 	(years)	 	Classification	 	Comments
	1

	 	 	2	 	 	AV ALUMINUM INC.

3399 PEACHTREE ROAD 

NE, SUITE 1500
 ATLANTA,
GEORGIA
 30326
	 	UBS AG, STAMFORD

BRANCH

677 WASHINGTON

BOULEVARD

STAMFORD,

CONNECTICUT

068901
	 	636803397

20070628145715301275

(JUNE 28, 2007)
	 	9 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	 	3	 	 	AV ALUMINUM INC. 

3399 PEACHTREE ROAD

NE 

SUITE 1500

ATLANTA, GEORGIA

30326
	 	LASALLE BUSINESS

CREDIT, LLC

135 SOUTH LASALLE

STREET, SUITE 425

CHICAGO, ILLINOIS

60603
	 	636803451

20070628145715301281

(JUNE 28, 2007)
	 	7 YEARS
	 	INVENTORY,

EQUIPMENT,

ACCOUNTS,

OTHER,

MOTOR

VEHICLE

INCLUDED
	 	N/A
















 





LIEN SEARCH RESULTS




NOVELIS FINANCES USA LLC

(Delaware)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S.
	Type of	 	Secretary of	 	U.S. District	 	Bankruptcy
	Search	 	State	 	Court	 	Court
	UCC Filing
	 	R/C	 	 	 	 
	 
	 	1*	 	 	 	 
	 
	 	As of 5/25/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal Tax
	 	R/C	 	 	 	 
	Liens
	 	As of 5/25/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal
	 	 	 	R/C	 	 
	Judgment
	 	 	 	As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Federal
	 	 	 	R/C	 	 
	Defendant Suit
	 	 	 	As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Bankruptcy
	 	 	 	 	 	R/C
	 
	 	 	 	 	 	As of 6/7/07






*UCC Filings



1 Record on File:



Debtor: Finances USA LLC

Secured Party: Citicorp North America, Inc.

Registration No.: 63648672














 





LIEN SEARCH RESULTS




NOVELIS
SOUTH AMERICA HOLDINGS LLC

(Delaware)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S.
	 	 	Secretary of	 	U.S. District	 	Bankruptcy
	Type of Search	 	State	 	Court	 	Court
	UCC Filing
	 	R/C	 	 	 	 
	 
	 	1*	 	 	 	 
	 
	 	As of 5/25/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal Tax
	 	R/C	 	 	 	 
	Liens
	 	As of 5/25/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal
	 	 	 	R/C	 	 
	Judgment
	 	 	 	As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Federal
	 	 	 	R/C	 	 
	Defendant Suit
	 	 	 	As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Bankruptcy
	 	 	 	 	 	R/C
	 
	 	 	 	 	 	As of 6/7/07






*UCC Filings



1
Record on File:



Debtor: Novelis South America Holdings LLC

Secured Party: Citicorp North America, Inc.

Registration No.: 63648615

















 





LIEN SEARCH RESULTS




ALUMINUM UPSTREAM HOLDINGS LLC




(District of Columbia)




	 	 	 	 	 	 	 
	Type of	 	Secretary of	 	U.S. District	 	U.S. Bankruptcy
	Search	 	State	 	Court	 	Court
	UCC Filing
	 	R/C 1* As of 5/25/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal Tax Liens
	 	R/C
As of 5/25/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal Judgment
	 	 	 	R/C
As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Federal Defendant Suit
	 	 	 	R/C
As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Bankruptcy
	 	 	 	 	 	R/C
As of 6/7/07








 




			
	*	 	UCC Filings
	 
	 	 	1 Record on File:
	 
	 	 	Debtor: Aluminum Upstream Holdings LLC 
Secured
Party: Citicorp North America, Inc.
 Registration
No.: 63648573





 









 





LIEN SEARCH RESULTS




NOVELIS PAE CORPORATION




(Delaware)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	U.S.
	Type of	 	Secretary of	 	U.S. District	 	Bankruptcy
	Search	 	State	 	Court	 	Court
	UCC Filing
	 	R/C 1* As of 5/25/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal Tax Liens
	 	R/C
As of 6/7/07	 	 	 	 
	 	 	 	 	 	 	 
	Federal Judgment
	 	 	 	R/C As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Federal Defendant Suit
	 	 	 	R/C As of 6/7/07	 	 
	 	 	 	 	 	 	 
	Bankruptcy
	 	 	 	 	 	R/C
As of 6/7/07








 




			
	* 	 	UCC Filings
	 
	 	 	1 Record on File:
	 
	 	 	Debtor: Novelis PAE Corporation
Secured Party: Citicorp North America, Inc.
Registration No.: 501404427
	 
	 	 	
	 
	 	 	





 









 





LIEN SEARCH RESULTS




NOVELIS PAE CORPORATION




(Connecticut)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Stamford	 	 	 	 
	 	 	 	 	 	 	Norwalk	 	U.S. 	 	U.S.
	Type of	 	Secretary of	 	Stamford	 	Judicial	 	 District	 	Bankruptcy
	Search	 	State	 	City Clerk	 	District	 	Court	 	Court
	Federal Tax Liens
	 	R/C As of 6/5/07
	 	R/C
As of 6/7/07	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	State Tax Liens
	 	R/C
As of 6/4/07
	 	R/C
As of 6/7/07	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Federal Judgment
	 	 	 	 	 	 	 	R/C
As of 6/7/07	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Federal Defendant Suit
	 	 	 	 	 	 	 	R/C
As of 6/7/07	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Judgment Liens
	 	R/C
As of 6/4/07
	 	R/C
As of 6/7/07
	 	R/C
As of 6/8/07	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Local Defendant Suit
	 	 	 	 	 	R/C
As of 6/8/07	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Bankruptcy
	 	 	 	 	 	 	 	 	 	R/C
As of 6/8/07






 









 





SCHEDULE D




NY Real Property Recording Requirements





	(a)	 	Record the NY Mortgage with the Office of the Oswego County Clerk, Oswego, New
York (the “County Recorder”);
	 
	(b)	 	record the Financing Statement described in Paragraph 29 hereof (the “Financing
Statement”) with the County Recorder; and
	 
	(c)	 	prior to the expiration of each period of five (5) years following the initial recording of
the Financing Statement, so long as the Collateral Agent is permitted to maintain a lien
on the UCC Property pursuant to the terms of the Credit Agreement, record a continuance
thereof with the County Recorder.






 











 








EXHIBIT O




Form of

SOLVENCY CERTIFICATE




July 6, 2007



The undersigned, a duly authorized officer each of the Loan Parties, hereby certifies on behalf of
such Loan Party and for the benefit of the Lenders and the Administrative Agent that:



1. This Certificate is provided pursuant to Section 4.01(h) of, and in connection with the
consummation of the transactions contemplated by, the Credit Agreement, dated as of July 6, 2007
(the “Credit Agreement”), among NOVELIS INC., a corporation formed under the Canada
Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas
corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory thereto as
borrowers, NOVELIS UK LTD, a limited liability company incorporated under the laws of England and
Wales with registered number 00279596, and NOVELIS AG, a stock corporation (AG) organized under the
laws of Switzerland, AV ALUMINUM INC., a corporation formed under the Canada Business Corporations
Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined
herein having the meaning given to it in the Credit Agreement), the Lenders, ABN AMRO BANK N.V., as
U.S./European issuing bank, as U.S. swingline lender, as administrative agent for the Lenders,
LASALLE BUSINESS CREDIT, LLC, as funding agent and as collateral agent for the Secured Parties and
the Issuing Bank, UBS SECURITIES LLC, as syndication agent, BANK OF AMERICA, N.A., NATIONAL CITY
BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agent, ABN AMRO BANK
N.V., acting through its Canadian branch, as Canadian administrative agent, Canadian funding agent
and Canadian issuing bank and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers
and joint bookmanagers.



2. At the time of and immediately after the consummation of the Transactions to occur on the
Closing Date and after giving effect to the application of the proceeds of each Loan made on such
date and the operation of the Contribution, Intercompany, Contracting and Offset Agreement, (a) the
fair value of the assets of each Loan Party (individually and on a consolidated basis with its
Subsidiaries) will exceed its debts and liabilities, subordinated, contingent, prospective or
otherwise; (b) the present fair saleable value of the property of each Loan Party (individually and
on a consolidated basis with its Subsidiaries) will be greater than the amount that will be
required to pay the probable liability of its debts and other liabilities, subordinated,
contingent, prospective or otherwise, as such debts and other liabilities become absolute and
matured; (c) each Loan Party (individually and on a consolidated basis with its Subsidiaries) will
be able to pay its debts and liabilities, subordinated, contingent, prospective or otherwise, as
such debts and liabilities become absolute and matured; (d) each Loan Party (individually and on a
consolidated basis with its Subsidiaries) will not have unreasonably small capital with which to
conduct its business in which it is engaged as such business is now conducted and is proposed to be
conducted following the Closing Date; and (e) each Loan Party is not “insolvent” as such term is
defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which any Loan
Party is organized or incorporated (as applicable), or otherwise unable to pay its debts as they
fall due.




[Signature Page Follows]




EXHIBIT O-l














 








In Witness Whereof, the undersigned has executed this certificate on the date first
written above.



	 	 	 	 	 
	 	NOVELIS CORPORATION

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS PAE CORPORATION

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS, INC.

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS UK LTD

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT O-2















 








	 	 	 	 	 
	 	NOVELIS AG

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AV ALUMINUM INC.

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS CAST HOUSE TECHNOLOGY LTD.

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	4260848 CANADA INC.

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT O-3














 








	 	 	 	 	 
	 	4260856 CANADA INC.

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS NO. 1 LIMITED PARTNERSHIP

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS FINANCES USA LLC

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS SOUTH AMERICA HOLDINGS LLC

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT O-4














 








	 	 	 	 	 
	 	ALUMINUM UPSTREAM HOLDINGS LLC

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS EUROPE HOLDINGS LIMITED

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS DEUTSCHLAND GMBH

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS SWITZERLAND SA

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT O-5














 








	 	 	 	 	 
	 	NOVELIS TECHNOLOGY AG

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS ALUMINIUM HOLDING COMPANY

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	NOVELIS DO BRASIL LTDA

 	 
	 	     By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT O-6














 








EXHIBIT P




Form of

INTERCOMPANY NOTE




[See attached]




EXHIBIT P-l

















 





EXHIBIT P




Form of

INTERCOMPANY NOTE




New York, New York

[date]




     FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from
any other entity listed on the signature page hereto (each, in such capacity, a “Payor”), hereby
promises to pay on demand to the order of such other entity listed below (each, in such capacity, a
“Payee”), in lawful money of the United States of America in immediately available funds, at such
location as a Payee shall from time to time designate, the unpaid principal amount of all loans and
advances (including trade payables) made by such Payee to such Payor. Each Payor promises also to
pay interest on the unpaid principal amount of all such loans and advances in like money at said
location from the date of such loans and advances until paid at such rate per annum as shall be
agreed upon from time to time by such Payor and such Payee.



     All capitalized terms not otherwise defined in this Note shall have the meaning set forth in
the applicable Credit Agreement (as defined below).



     This note (“Note”) is an Intercompany Note referred to in (i) the Credit Agreement, dated as
of July [___], 2007 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Revolving Credit Agreement”), among NOVELIS INC., a corporation
formed under the Canada Business Corporations Act (the
“Canadian Borrower”), NOVELIS
CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower
signatory thereto as borrowers, NOVELIS UK LTD., a limited liability company incorporated
under the laws of England and Wales with registered number 00279596, and NOVELIS AG, a stock
corporation (AG) organized under the laws of Switzerland, AV ALUMINUM INC., a corporation
formed under the Canada Business Corporations Act, the Subsidiary Guarantors, the Lenders,
ABN AMRO BANK N.V., as U.S./European issuing bank, as swingline lender, as administrative
agent for the Lenders, LASALLE BUSINESS CREDIT, LLC, as funding agent and as collateral agent
for the Secured Parties and the Issuing Bank, [-], as syndication agent, [-], as
documentation agent, ABN AMRO BANK N.V. [Canada Branch], as Canadian administrative agent,
Canadian funding agent and Canadian issuing bank and ABN AMRO INCORPORATED and UBS SECURITIES
LLC, as joint lead arrangers and joint bookmanagers, and (ii) the Credit Agreement, dated as
of July [___], 2007 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Term Credit Agreement” and collectively with the Revolving Credit
Agreement, the “Credit Agreements” and each a “Credit Agreement”), among
NOVELIS INC., a corporation formed under the Canada Business Corporations Act, NOVELIS
CORPORATION, a Texas corporation, the Subsidiary Guarantors, the Lenders, UBS AG, Stamford
Branch, as issuing bank, as swingline lender, as administrative agent for the Lenders and as
collateral agent for the Secured Parties and the Issuing Bank, [-], as syndication agent,
[-], as documentation agent, ABN AMRO BANK N.V., as Canadian administrative agent and ABN
AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers, and
is subject to the terms thereof, and shall be pledged by each Payee pursuant to the Security
Agreement, to the extent required pursuant to the terms thereof. Each Payee hereby
acknowledges and agrees that the Funding Agent may exercise all rights provided in the
applicable Credit Agreement and the applicable Security Agreement with respect to this Note
in accordance with the applicable Loan Documents.



1









 





     Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note
owed by any Payor that is a Borrower or a Guarantor to any Payee other than a Borrower or a
Guarantor shall be subordinate and junior in right of payment, to the extent and in the manner
hereinafter set forth, to all applicable Obligations of such Payor under the applicable Loan
Documents, including, without limitation, where applicable, under such Payor’s guarantee of the
applicable Obligations under the applicable Loan Documents (such Obligations and other indebtedness
and obligations in connection with any renewal, refunding, restructuring or refinancing thereof,
including interest thereon accruing after the commencement of any proceedings referred to in clause
(i) below, whether or not such interest is an allowed claim in such proceeding, being hereinafter
collectively referred to as “Senior Indebtedness”):




     (i) In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings in connection
therewith, relative to any Payor or to its creditors, as such, or to its property, and in the
event of any proceedings for voluntary liquidation, dissolution or other winding up of such
Payor, whether or not involving insolvency or bankruptcy, then (x) the holders of Senior
Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior
Indebtedness before any Payee is entitled to receive (whether directly or indirectly), or
make any demands for, any payment on account of this Note and (y) until the holders of Senior
Indebtedness are paid in full in cash in respect of all amounts constituting Senior
Indebtedness, any payment or distribution to which such Payee would otherwise be entitled
shall be made to the holders of Senior Indebtedness; provided, however, that clause (y) does
not apply to debt securities of such Payor that are subordinated to the payment of all Senior
Indebtedness then outstanding.




     (ii) if any default occurs and is continuing with respect to any Senior
Indebtedness (including any Default under the Credit Agreement), then no payment or
distribution of any kind or character shall be made by or on behalf of the Payor or any other
Person on its behalf with respect to this Note; and




     (iii) if any payment or distribution of any character, whether in cash, securities
or other property, in respect of this Note shall (despite these subordination provisions) be
received by any Payee in violation of clause (i) or (ii) before all Senior Indebtedness shall
have been paid in full in cash, such payment or distribution shall be segregated and held in
trust for the benefit of, and shall be promptly paid over or delivered to, the holders of
Senior Indebtedness (or their representatives) in accordance with the terms of the
Intercreditor Agreement, ratably according to the respective aggregate amounts remaining
unpaid thereon, to the extent necessary to pay all Senior Indebtedness in full in cash.



     To the fullest extent permitted by law, no present or future holder of Senior Indebtedness
shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to
act on the part of any Payor or by any act or failure to act on the part of such holder or any
trustee or agent for such holder. Each Payee and each Payor hereby agree that the subordination of
this Note is for the benefit of the applicable Funding Agent, the Issuing Bank and the Lenders and
the Funding Agent, the Issuing Bank and the Lenders are obligees under this Note to the same extent
as if their names were written herein as such and the applicable Funding Agent may, on behalf of
itself, the applicable Issuing Bank and the applicable Lenders, proceed to enforce the
subordination provisions herein.



     The indebtedness evidenced by this Note owed by any Payor that is not a Borrower or a
Guarantor shall not be subordinated to, and shall rank pari passu in right of payment with, any
other obligation of such Payor.



2









 





     Nothing contained in the subordination provisions set forth above is intended to or will
impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and
unconditional, to pay to such Payee the principal of and interest on this Note as and when due and
payable in accordance with its terms, or is intended to or will affect the relative rights of such
Payee and other creditors of such Payor other than the holders of Senior Indebtedness.



     Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all
of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books
and records, such books and records constituting prima facie evidence of the accuracy of the
information contained therein.



     Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with
this Note. All payments under this Note shall be made without offset, counterclaim or deduction of
any kind.



     The terms of this Note supersede all previous arrangements and agreements in relation to any
intercompany Indebtedness and each entity listed on the signature page hereto hereby agrees that,
in the event of any conflict or inconsistency between the provisions of this Note and any other
document evidencing, or any other arrangement or agreement in relation to, intercompany
Indebtedness, the provisions of this Note shall prevail.



3









 





     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.



	 	 	 	 	 
	 	[List Borrower, Holdings and All Subsidiaries]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 



EXHIBIT Q




Form of

RECEIVABLES PURCHASE AGREEMENT




[See attached]




EXHIBIT Q-1




 









 





SKADDEN ARPS

Execution Copy




NOVELIS AG

as the Purchaser,




NOVELIS DEUTSCHLAND GMBH

as the Seller and the Collection Agent,




Non-Recourse

Receivables Purchase Agreement




July 6, 2007





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	1. DEFINITIONS
	 	 	3	 
	 
	 	 	 	 
	2. PURCHASES OF RECEIVABLES
	 	 	8	 
	2.1 Manner in which Purchases may be effected
	 	 	8	 
	2.2 Payment of Purchase Price
	 	 	9	 
	2.3 General Provisions relating to Sale and Assignment of the Pre-Existing
Receivables and Future Receivables
	 	 	10	 
	2.4 Conditions Precedent
	 	 	10	 
	2.5 Deemed Collections
	 	 	11	 
	 
	 	 	 	 
	3. REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	12	 
	3.1 Representations and Warranties of the Seller and the Purchaser
	 	 	12	 
	3.2 Representations and Warranties with respect to Receivables
	 	 	15	 
	3.3 Repetition
	 	 	17	 
	3.4 Covenants by the Seller
	 	 	18	 
	3.5 Indemnification from German Value Added Tax
	 	 	19	 
	 
	 	 	 	 
	4. SELLER AS SELLER AND COLLECTION AGENT
	 	 	19	 
	 
	 	 	 	 
	5. DUTIES OF THE COLLECTION AGENT
	 	 	20	 
	5.1 Duties of the Collection Agent
	 	 	20	 
	5.2 Covenants with respect to Receivables
	 	 	23	 
	5.3 Co-operation in Enforcement of Rights to Receivables
	 	 	25	 
	5.4 Subcontracting
	 	 	26	 
	5.5 Purchaser’s Right to Perform
	 	 	26	 
	5.6 Enforcement; Notification of Debtors
	 	 	26	 
	5.7 Termination by the Collection Agent
	 	 	27	 
	5.8 Termination by the Purchaser
	 	 	27	 
	5.9
Termination Events
	 	 	28	 
	5.10 Payments to the Purchaser
	 	 	29	 
	 
	 	 	 	 
	6. BENEFIT OF AGREEMENT
	 	 	29	 
	6.1 Benefit and Burden
	 	 	29	 
	6.2 No Assignment
	 	 	30	 
	6.3 Assignment by the Purchaser
	 	 	30	 
	 
	 	 	 	 
	7. GOVERNING LAW
	 	 	30	 
	7.1 Governing law and jurisdiction
	 	 	 	 
	 
	 	 	 	 
	8. MISCELLANEOUS
	 	 	30	 
	8.1 Indemnities
	 	 	30	 
	8.2 Notices
	 	 	31	 
	8.3 No Waivers
	 	 	31	 
	8.4 Entire Agreement
	 	 	31	 
	8.5 Termination
	 	 	32	 
	8.6 Changes, Amendments, etc.
	 	 	32	 






i









 






	 	 	 	 	 
	 	 	Page
	8.7 Severability
	 	 	32	 
	8.8 Counterparts
	 	 	32	 
	8.9 Several and not Joint
	 	 	32	 






ii









 






          THIS AGREEMENT is made on July 6, 2007


BETWEEN:





	(1)	 	NOVELIS AG whose address is Bellerivestrasse 36, 8034 Zurich, Switzerland, a company
organised and existing under the laws of Switzerland (the “Purchaser”); and
	 
	(2)	 	NOVELIS DEUTSCHLAND GMBH whose address is Hannoversche Str. 1, 37075 Goettingen, Germany, a
company organised and existing under the laws of Germany as the Seller and a Collection Agent
(the “Seller”);




WHEREAS:





	 	 	The Seller wishes to sell and assign all of its rights, title, benefit and interest in, to
and under its Receivables (as defined herein) and all Related Rights (as defined herein)
thereto to the Purchaser and the Purchaser wishes to acquire such rights, title, benefit and
interest and to appoint the Seller as the Collection Agent (as defined herein) to act as its
agent to collect such Receivables and carry out certain services related thereto.




NOW IT IS AGREED AS FOLLOWS:





	1.	 	DEFINITIONS
	 
	1.1	 	The following terms, as used herein, have the following respective meanings:
	 
	 	 	“Account Debtor” means the person owing a Receivable;
	 
	 	 	“Accounting Period” means a monthly period commencing on the first calendar day of any month
(or, with respect to the initial Accounting Period, the date of this Agreement) and ending on
the last calendar day of the such month (or, with respect to the initial Accounting Period,
July 31, 2007);
	 
	 	 	“Adjusted Purchase Price” means, with respect to any Receivable, (i) the Purchase Price for
such Receivable minus (ii) the applicable Funding Cost determined as of the date of sale of
such Receivable minus (iii) the Factoring Fee for such Receivable;
	 
	 	 	“Aged Debtor List” means a summary listing of Purchased Receivables (in arrears) which were
the subject of an assignment and purchase in the prior Accounting Period, and specifying the
following information:






	 	(a)	 	the aggregate face amount of such Receivables; and
	 
	 	(b)	 	in relation to each such Receivable:






	 	(i)	 	any identification number of the relevant Account Debtor;




3









 




	 	(ii)	 	the date and number of the related invoices and the order confirmation
number for each related invoice;
	 
	 	(iii)	 	the due date of payments to be made by the relevant Account Debtor under the
related invoices;
	 
	 	(iv)	 	the face amount of such Receivable; and
	 
	 	(v)	 	whether such Receivable is a Large Customer Receivable;




provided, however, that there shall also accompany such summary listing (a) the name and
address of each relevant Account Debtor, organized in numerical order by identification
number, and (b) upon request of the Purchaser, related Supply Contracts and purchase orders;



	 	 	“Agreement” means this non-recourse receivables purchase agreement (including the schedules and
annexes (and the schedules to the annexes) hereto), as amended from time to time;
	 
	 	 	“Applicable Percentage” means, during each Accounting Period, the percentage of Receivables from
Large Customers that are not Excluded Receivables, such percentage being determined on the basis of
the face value of Large Customer Receivables;
	 
	 	 	“Business Day” means a day (other than a Saturday or a Sunday) on which credit institutions are
open for business in Germany and Switzerland;
	 
	 	 	“Cash Pooling Arrangement” means The Agreement Regarding an Automatic Cash Management System as
well as the Cash Pool Agreement (“Cash Pool Vertag”) entered into among, inter alia, the Seller,
the Purchaser and Commerzbank AG;
	 
	 	 	“Collection Account” means each account selected by the Purchaser from time to time as a
collection account, to which the Purchaser has directed the Collection Agent to deposit
Collections; and within 30 days of the date hereof the Purchaser shall open one or more Collection
Accounts in its own name
	 
	 	 	“Collection Agent” means the Seller in its capacity as collection agent for the Purchaser pursuant
to its retention as such as set out in Section 4, or a Substitute Collection Agent selected by the
Purchaser;
	 
	 	 	“Collections” means, in relation to all Purchased Receivables under this Agreement, all cash
collections and other cash proceeds thereof (including, without limitation, cheques, SWIFT
payments, wire transfers, direct debits, bank giro credits, BACS, postal orders, bank giro
credits, payments under any guarantees or sureties or any other forms of payment in accordance
with the relevant Supply Contract) that the Collection Agent receives in the ordinary course of
business in respect of such Receivables and net proceeds of sale or other disposition of
repossessed goods and net proceeds of any Related Rights or other collateral or property of the
related Account Debtor or any other party directly or indirectly liable for payment of such
Receivables;




4







 












	 	 	“Compliance Conditions” means the General Compliance Conditions and the Large Customer Compliance
Conditions, as applicable;
	 
	 	 	“Credit and Collection Policy” means the policy regarding credit and collection of the Collection
Agent to be delivered pursuant to Section 3.4(g) except as the same may be amended pursuant to
Section 5.2(j);
	 
	 	 	“Designated Jurisdiction” means the United Kingdom, Switzerland, and countries that were member
states of the European Union prior to 2004;
	 
	 	 	“Diluted Receivable” means any Receivable or part thereof which is either (a) reduced, cancelled
or adjusted as a result of (i) any defective, rejected or returned goods, merchandise or services
or any failure by the Seller to deliver any merchandise or goods or provide any services or
otherwise to perform under any related Supply Contract, (ii) any change in the terms of, or
cancellation of, a Supply Contract or invoice or any rebate, administrative fee, discount, credit
memo, refund, non-cash payment (other than payments by cheque), chargeback, allowance or any
billing or other adjustment by the Seller (except any such change or cancellation made in
settlement of such Receivable in accordance with the Credit and Collection Policy resulting from
the financial inability of the Account Debtor to pay such Receivable) or (iii) any set off or
offset in respect of a claim by the relevant Account Debtor (whether such claim arises out of the
same or a related transaction or an unrelated transaction), or (b) subject to any specific
counterclaim or defence whatsoever (except the discharge in a proceeding under applicable
bankruptcy or insolvency laws of the Account Debtor thereof);
	 
	 	 	“Discount Rate” means in relation to any Receivable, an amount representing the Purchaser’s cost
of funding for the average stated term of all Receivables provisionally calculated at a rate equal
to LIBOR plus 1.25%, to be adjusted on an annual basis by agreement between the Seller and the
Purchaser;
	 
	 	 	“Disqualified Receivable” means (a) any Receivable of an Excluded Account Debtor, (b) a Large
Customer Receivable that does not meet the “Large Customer Compliance Conditions” set forth in
Annex B, (c) any Receivable of an Account Debtor who pays to an account or person other than to a
Collection Account and (d) any Receivable with respect to which any notice required to be given
hereunder has not been delivered within the required time period
(until such time as such notice
has been delivered).
	 
	 	 	“Due Date” means, in relation to a Receivable, the date stated on the invoice, receivables
statement, other request for payment or record of due date submitted to the Account Debtor in
relation thereto or under the terms of business by which the Receivable is due to be paid by the
Account Debtor;
	 
	 	 	“Excluded Account Debtor” means any Account Debtor so designated by the Seller on an Excluded
Debtor List;
	 
	 	 	“Excluded Debtor List” means the list of Excluded Account Debtors (as delivered to the Purchaser
on the date hereof and, with respect to any Purchased Receivables acquired




5









 




	 	 	thereafter, the last such list delivered by the Seller to the Purchaser prior to the acquisition of
such Receivable by the Purchaser);





	 	 	“Excluded Receivable” means any Receivable from an Excluded Account Debtor;
	 
	 	 	“Factoring Fee” means, with respect to any Purchased Receivable, a fee equal to 0.20% of the
Purchase Price of such Receivable or such other amount as may be agreed from time to time by the
Seller and the Purchaser;
	 
	 	 	“French Notice Requirements” means a notice that satisfies Section 1690 of the French Civil Code
in respect of accounts governed by the laws of the French Civil Code;
	 
	 	 	“French Receivable” means a Purchased Receivable with an Account Debtor located in France or that
is governed by the laws of France;
	 
	 	 	“Funding Cost” means, with respect to any Purchased Receivable, an amount, expressed as a
percentage of the Purchase Price of such Receivable, equal to the applicable Discount Rate
multiplied by a fraction the numerator of which is equal to the stated term of such Receivable and
the denominator of which is 360;
	 
	 	 	“Future Receivables” has the meaning set forth in Section 2.1(a) hereof;
	 
	 	 	“General Compliance Conditions” means certain conditions applicable to each Purchased Receivable
that are contained in Annex A hereto.
	 
	 	 	“Historical Performance Discount Rate” means 0.011% of such Receivable, such percentage to be
adjusted on an annual basis by agreement between the Seller and the Purchaser having regard to the
loss experience of the Purchased Receivables;
	 
	 	 	“Large Customer” means an Account Debtor together with all of its affiliated Account Debtors where
the aggregate value of Receivables owing from such Account Debtor would place it among the top 75%
(when making a determination within (and including) 60 days of the date hereof) or the top 90%
(when making a determination at any time after 60 days from the date hereof) of the Seller’s
Account Debtors (or, in each case, such greater percentage as may be agreed by the Seller and the
Purchaser) based on third-party sales for the previous business year (determined on an annual basis
as of August 31 of each year based on the monetary value of Receivables from all Account Debtors);
	 
	 	 	“Large Customer Compliance Conditions” means the conditions applicable to each purchased Large
Customer Receivable by the Purchaser that are contained in Annex B hereto.
	 
	 	 	“Large Customer Receivable” means a Receivable owing from a Large Customer;
	 
	 	 	“Material Adverse Effect” means a material adverse effect on the financial condition, results of
operations or business of the Collection Agent or its subsidiaries, taken as a whole;




6







 





	 	 	“Pre-Existing Receivables” has the meaning set forth in Section 2.1(a) hereof;
	 
	 	 	“Purchase Price” of any Receivable means the product of (a) the par value of such Receivable,
multiplied by (b) one minus the Historical Performance Discount Rate in effect on the applicable
Settlement Date;
	 
	 	 	“Purchased Receivable” means all Receivables other than Excluded Receivables;
	 
	 	 	“Purchaser’s Account” means the following account of the Purchaser: Commerzbank Berlin, Account
No.-100/4 205990500, SWIFT: COBADEBBXXX;
	 
	 	 	“Qualified Governing Law” means German law, Canadian law or U.S. law or the law of a Qualified
Jurisdiction other than Germany, Canada or the United States for which a Qualified Opinion has been
obtained (provided that the Purchaser may permit a Qualified Opinion with respect to a Designated
Jurisdiction that has not been provided on the date hereof to be provided within thirty (30) days
of the date hereafter or such longer period to which the Purchaser may consent);
	 
	 	 	“Qualified Jurisdiction” means the United Kingdom, France, the Netherlands, Italy, Ireland,
Belgium, Spain, Sweden, Finland, Austria, Denmark, Greece, Portugal, Luxembourg, and Switzerland
or any other European country that from time to time is approved by the Purchaser;
	 
	 	 	“Qualified Opinion” means a legal opinion from a firm satisfactory to the Purchaser in form and
substance satisfactory to the Purchaser addressing such governing law, Qualified Jurisdiction and
Annex B matters as the Purchaser may reasonably request; provided, however, that a Qualified
Opinion may be subject to the qualification that the Account Debtor may validly discharge any
Purchased Receivable by payment to the Seller until notice of the assignment has been delivered;
	 
	 	 	“Receivable” means all present and future amounts due from an unaffiliated party to the Seller
pursuant to or under a Supply Contract (together with any Related Rights (except for purposes of
Section 2 hereof) and Collections, including, without limitation, VAT and late payment interest
and penalties), in each case whether or not such amounts are Purchased Receivables or Excluded
Receivables;
	 
	 	 	“Reconciliation Date” means, for purposes of the Pre-Existing Receivables, the date of this
Agreement, and thereafter, the fifth Business Day following the last day of each Accounting Period
(provided if such day is not a Business Day, then the last day of such Accounting Period shall be
the immediately following Business Day);
	 
	 	 	“Reconciliation Summary” means a summary report identifying, as at the date of such summary and in
reasonable detail and in a form as agreed upon by the Purchaser and the Seller, the Receivables
that have been sold to the Purchaser by the Seller with respect to which the outstanding principal
balance thereof is greater than zero, which of such Receivables are Large Customer Receivables,
Collections that have been received by the Seller and are then held by the Seller as Collection
Agent;




7









 












	 	 	“Records” means all documents, books, records and other information (including, without
limitation, computer programmes, tapes, discs, data processing software and related property
and rights) maintained by the Seller and the Collection Agent with respect to the
Receivables, the Related Rights, the Supply Contracts and the Account Debtors under such
Receivables;
	 
	 	 	“Related Rights” has the meaning ascribed to such term in the General Compliance Conditions
or the Large Customer Compliance Conditions, as applicable;
	 
	 	 	“Required Data” means the information designated from time to time by the Purchaser as the
required data;
	 
	 	 	“Seller” means Novelis Deutschland GmbH;
	 
	 	 	“Seller’s Account” means the following account of the Seller: Commerzbank, Berlin, Account
No. 205991302, SWIFT: COBADEBBXXX;
	 
	 	 	“Settlement Date” means, for purposes of the Pre-Existing Receivables, the date of this
Agreement, and thereafter, each Business Day;
	 
	 	 	“Small Customer Receivable” means any Receivable other than a Large Customer Receivable;
	 
	 	 	“Substitute Collection Agent” has the meaning ascribed to such term in Section 5.8;
	 
	 	 	“Supply Contract” means any and all contracts, instruments, agreements, invoices, notes or
other writings (including an agreement evidenced by a purchase order or similar document)
of, to or involving the supply of goods, merchandise or services by the Seller;
	 
	 	 	“Tax” means any tax, levy, impost, duty or other charge of a similar nature (including,
without limitation, any penalty or interest payable in connection with any failure to pay or
any delay in paying any of the same); and
	 
	 	 	“Termination Event” has the meaning ascribed to such term in Section 5.9.






	1.2	 	Nouns, pronouns and verbs of the singular number shall be deemed to include the plural,
and vice versa, and pronouns of the masculine gender shall be deemed to include the feminine
and neuter and vice versa, all as the context may require.






	2.	 	PURCHASES OF RECEIVABLES






	2.1	 	Manner in which Purchases may be effected






	 	(a)	 	The Seller hereby offers to sell and assign to the Purchaser, without recourse,
all rights, title and interest in (i) all currently existing Receivables of the Seller
as of the date that the Seller becomes party to this Agreement other than Excluded
Receivables (together with all associated Related Rights and Collections, the




8









 






	 	 	 	“Pre-Existing Receivables”), and (ii) any and all Receivables arising, and owed to the
Seller from time to time after the date of this Agreement other than Excluded
Receivables (together with all associated Related Rights and Collections, the “Future
Receivables”). The Purchaser hereby accepts such offer of sale and assignment and
agrees to pay the purchase price as stipulated in Section 2.2 below in consideration
for such Pre-Existing Receivables and Future Receivables.






	 	(b)	 	For the avoidance of doubt, the offer, sale, acceptance and purchase of the
Receivables and the Related Rights and the relationship between the Purchaser and the
Seller shall be governed by the laws of Germany. The enforceability
vis-à-vis the
Account Debtors, the scope of the assigned rights and the relationship between the
Purchaser and the Account Debtors, following the assignment of any Purchased Receivable
or Related Right pursuant to this Agreement, shall be further subject to, or addressed
in, the General Compliance Conditions and the Large Customer Compliance Conditions, as
applicable.
	 
	 	(c)	 	The sale, purchase and assignment of the Pre-Existing Receivables pursuant to
this Agreement shall be fully effective and agreed upon the signing of this Agreement by
the Parties. The assignment of any Future Receivable shall be effective on the date on
which such Future Receivable is created. The parties hereto intend that (i) the transfer
and assignment contemplated hereunder constitute a true sale of the Pre-Existing
Receivables and Future Receivables from the Seller to the Purchaser and that the legal
and beneficial interest in and title to the Pre-Existing Receivables and Future
Receivables shall not be part of the Seller’s assets or revenues whether in the event of
its winding-up, dissolution, administration, reorganisation or otherwise, and (ii) the
Future Receivables shall come into existence directly as assets of the Purchaser.
	 
	 	(d)	 	All Related Rights to any Purchased Receivable shall be transferred to the
Purchaser in accordance with the Compliance Conditions.
	 
	 	(e)	 	The Seller shall prepare and deliver as of the date hereof the Excluded Debtors
List. From time to time thereafter, the Excluded Debtors List may be amended by the
Seller. A current Excluded Debtors List shall be delivered on each Reconciliation
Date. In all cases, the Seller shall include on such Excluded Debtors List all Account
Debtors with respect to which the Seller has knowledge that such Account Debtor’s
Receivables would not satisfy the requirements of Annex B (applying Annex B as if each
Receivable were a Large Customer Receivable).






	2.2	 	Payment of Purchase Price






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	 	(a)	 	With respect to the Pre-Existing Receivables, the Purchaser shall pay the
Adjusted Purchase Price of the Pre-Existing Receivables on the date that this Agreement
is executed and delivered. With respect to the Future Receivables, for any Accounting
Period, the Purchaser shall pay the Adjusted Purchase Price to the Seller for any such
Future Receivables sold to the Purchaser on the Settlement Date on which such Future
Receivables have come into existence. The Purchaser shall pay the Adjusted Purchase
Price (or, at its option for Purchased Receivables that are expressed in currencies
other than Euros, the equivalent amount in Euros) by reducing any outstanding
intercompany loan balance to the extent owing by the Seller to the Purchaser as and
when outstanding from time to time; any portion of the Adjusted Purchase Price not so
paid shall be paid as set forth in clause (b) below.
	 
	 	(b)	 	All payments to be made by the Purchaser in respect of any Pre-Existing
Receivables or any Future Receivables pursuant to this Agreement (subject to the loan
repayment provisions specified above in clause (a)) shall be made in the currency of
denomination of such Pre-Existing Receivables or such Future Receivables, as the case
may be, to the Seller’s Account. The Seller may, at its option, convert Purchased
Receivables that are expressed in currencies other than Euros into Euros based on the
rate of exchange used by the Seller on the date of exchange for its other business
purposes.






	2.3	 	General Provisions relating to Sale and Assignment of the Pre-Existing Receivables and Future
Receivables






	 	(a)	 	Any Collections received by the Seller (either in its capacity as Seller or
Collection Agent) from an Account Debtor with respect to any Pre-Existing Receivables
and Future Receivables sold and assigned to the Purchaser hereunder after the date of
assignment of any such Pre-Existing Receivables or Future Receivables shall be received
into a trust account held by the Seller for the account of the Purchaser (offenes
Treuhandkonto), and the Seller (either in its capacity as Seller or Collection Agent)
will hold such payments in trust (treuhänderisch) for the Purchaser and will remit such
amounts no later than on a daily basis to the Purchaser’s Account or as instructed
otherwise by the Purchaser (in each case to the extent not previously paid to Seller in
accordance with the Cash Pooling Agreement, it being understood that a loan or advance
to Seller under the Cash Pooling Agreement does not constitute a payment for this
purpose).
	 
	 	(b)	 	All transfers of data to any person in accordance with the provisions of this
Agreement shall comply with the provisions of, and the parties hereto agree that this
entire Agreement shall be construed in accordance with, all applicable data protection
laws.






	2.4	 	Conditions Precedent




10









 






	 	 	The Seller shall have, prior to or upon execution of this Agreement, delivered to the
Purchaser:






	 	(a)	 	a certificate, in form satisfactory to the Purchaser, of a Director or other
appropriate officer of the Seller the relevant excerpt from the commercial registers of
the Seller;
	 
	 	(b)	 	details of person(s) authorised to sign Assignment Certificates and other
documents on behalf of the Seller and setting forth the signatures of such person(s);
and
	 
	 	(c)	 	the following legal opinions in form and substance satisfactory to the Purchaser:






	 	(i)	 	as to the capacity of the Seller and the enforceability of
this Agreement, and the true sale of the Pre-Existing Receivables and the
Future Receivables pursuant to this Agreement, from Norr Stiefenhofer Lutz as
to German law; and
	 
	 	(ii)	 	as to the capacity of the Purchaser from Homberger.






	 	 	 	Furthermore, the Seller may deliver such Qualified Opinions that it has received on
or before the date hereof.






	 	 	The Purchaser shall have designated one or more Collection Accounts as the initial
Collection Accounts.
	 
	2.5	 	Deemed Collections






	 	(a)	 	If on any day a Pre-Existing Receivable or a Future Receivable or any part
thereof becomes a Diluted Receivable, the Seller shall be deemed to have received on
such day a Collection of such Pre-Existing Receivable or Future Receivable in the
amount of such Diluted Receivable or part thereof.
	 
	 	(b)	 	If on any day it is determined that any of the representations and warranties
of Seller herein or in any document delivered pursuant hereto was untrue with respect
to a Purchased Receivable or the nature of the Purchaser’s (or its assignees’) interest
in such Purchased Receivable, the Seller shall be deemed to have received on such day a
Collection of such Purchased Receivable in an amount equal to the unpaid balance
thereof.
	 
	 	(c)	 	Not later than the first Reconciliation Date after Seller is notified in
writing or otherwise becomes aware that it has been deemed pursuant to this Section 2.5
to have received a Deemed Collection, Seller shall inform Purchaser of such




11









 






	 	 	 	Deemed Collection and the amount and, upon request of the Purchaser, the
circumstances thereof. Any such amount shall be subject to setoff against the
Adjusted Purchase Price of Pre-Existing Receivables and the Future Receivables and
to periodic settlement as set forth in this Section 2.






	3.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 
	3.1	 	Representations and Warranties of the Seller and the Purchaser
	 
	 	 	The Seller represents and warrants to the Purchaser that:






	 	(a)	 	it has been duly incorporated or organised and is validly existing as a
corporation or organisation, and, if relevant under such laws, is in good standing,
under the laws of the jurisdiction of its incorporation or organisation, with the power
under the laws of such jurisdiction to execute and deliver this Agreement and to
perform its obligations hereunder;
	 
	 	(b)	 	this Agreement has been duly authorised and executed on behalf of it and,
assuming due authorisation and execution by the Purchaser, is a valid and legally
binding agreement of the Seller enforceable against the Seller in accordance with its
terms;
	 
	 	(c)	 	the execution and performance by it of this Agreement will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of
the property or assets of the Seller pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement, guarantee, lease financing agreement or other similar
agreement or instrument nor will such action result in any violation of the provisions
of the constitutional documents of the Seller or contravene any material law, statute,
rule or regulation or any material order, writ, injunction or decree of any court or
governmental instrumentality applicable to the Seller; provided that an assignment
of a Purchased Receivable that meets the requirements of Section 1.1.c of Annex B
shall not be treated as in breach of any provision of such Purchased Receivable
prohibiting assignments;
	 
	 	(d)	 	it has not taken any steps and is not aware of any steps having been, or being
taken, for its winding-up, dissolution, administration, reorganisation or similar event
or for the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of it or any or all of its assets or revenues and no petition,
execution, attachment or any similar process has been levied or enforced against its
assets or revenues;




12









 





	 	(e)	 	there is no consent, approval, authorisation, licence, order, registration or
qualification of or with any governmental or other regulatory authority having jurisdiction
over the Seller which is required for, and the absence of which would materially affect,
the execution, delivery and performance of this Agreement;
	 
	 	(f)	 	there are no legal or governmental proceedings in existence or pending of which the Seller or
any of its subsidiaries, if any, is the subject, and no such proceedings are known by the
Seller to be threatened or contemplated by governmental authorities or threatened by others
(i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of
any of the transactions contemplated by this Agreement, or (iii) seeking any determination or
ruling that, in the reasonable judgment of the Seller, would materially or adversely affect
the performance by the Seller of its obligations under this Agreement;
	 
	 	(g)	 	it has its “centre of main interests” in Germany within the meaning of the Counsel of the
European Union Regulation No. 1346/2000 on Insolvency Proceedings;
	 
	 	(h)	 	the chief place of business (Ort der Geschäftsleitung) and chief executive office
(Verwaltungssitz) of it is located in Germany, the office where the Seller keeps all its
Records, are located at the address of the Seller referred to herein;
	 
	 	(i)	 	as of each Reconciliation Date, there has been no material change in its Credit and
Collection Policy and it has complied with its Credit and Collection Policy;
	 
	 	(j)	 	all information provided by it to the Purchaser pursuant to this Agreement (“Seller Information”) is, and all Seller Information hereafter provided by the Seller to the
Purchaser will be true and accurate in every material respect, on the date that such
information is stated or certified and does not or will not contain any untrue statement of
material fact or omit to state a material fact necessary in order to make the statements
contained therein, in the light of the circumstances under which they were made, not
misleading;
	 
	 	(k)	 	each Purchased Receivable that was represented to be a Receivable that was not an Excluded
Receivable at the time of the creation or assignment of such Receivable or the Settlement
Date for such Receivable, but was an Excluded Receivable, has been treated as a Diluted
Receivable upon the Seller having knowledge of such discrepancy;
	 
	 	(l)	 	there is no action or administrative proceeding of or before any court,
governmental agency or arbitrator or, to the knowledge of the Seller, threatened (i) which
could be expected to have a material adverse effect on the Seller’s





13








 






	 	 	 	Receivables or (ii) as to which there is a likelihood of an adverse judgment which could be
expected to have a material adverse effect on the Seller’s Receivables or (iii) which
purports to affect the legality, validity or enforceability of this Agreement; and
	 
	 	(m)	 	it is not in a general stoppage of payment situation (Zahlungseinstellung) and/or otherwise
in a situation which would oblige its directors to take steps for the opening of insolvency
proceedings.






	 	 	The Purchaser represents and warrants to the Seller that:






	 	(a)	 	it has been duly incorporated and is validly existing as a company with limited liability
under the laws of Switzerland, with the power under the laws of such jurisdiction to execute
this Agreement and to perform its obligations hereunder;
	 
	 	(b)	 	this Agreement has been duly authorised and executed on behalf of it and, assuming due
authorisation and execution by the Seller, is a valid and legally binding agreement of the
Purchaser enforceable against the Purchaser in accordance with its terms, subject as to
enforcement to the effect of bankruptcy, insolvency or similar laws affecting generally the
enforcement of creditors’ rights, as such laws would apply in the event of any bankruptcy,
receivership, insolvency or similar event applicable to the Purchaser;
	 
	 	(c)	 	the execution and performance by the Purchaser of this Agreement will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any of the
property or assets of the Purchaser pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, guarantee, lease financing agreement or other similar agreement or
instrument nor will such action result in any violation of the provisions of the
constitutional documents of the Purchaser;
	 
	 	(d)	 	it has not taken any steps and is not aware of any steps having been, or being taken, for its
winding-up, dissolution, administration, reorganization or similar event or for the
appointment of a receiver, administrator, administrative receiver, trustee or similar officer
of it or any or all of its assets or revenues and no petition, execution, attachment or any
similar process has been levied or enforced against its assets or revenues;
	 
	 	(e)	 	there is no consent, approval, authorisation, licence, order, registration or qualification
of or with any governmental or other regulatory authority having





14









 






	 	 	 	jurisdiction over the Purchaser which is required for, and the absence of which
would materially affect, the execution and performance of this Agreement; and
	 
	 	(f)	 	as of the date of this Agreement there are no legal or governmental
proceedings in existence or pending of which the Purchaser or any of its subsidiaries,
if any, is the subject, and no such proceedings are known by the Purchaser to be
threatened or contemplated by governmental authorities or threatened by others (i)
asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Agreement, or (iii) seeking any
determination or ruling that, in the reasonable judgment of the Purchaser, would
materially or adversely affect the performance by the Purchaser of its obligations
under this Agreement.






	3.2	 	Representations and Warranties with respect to Purchased Receivables
	 
	 	 	The Seller represents and warrants to the Purchaser that, with respect to the Purchased
Receivables:






	 	(a)	 	it has the power to convey legal and beneficial ownership of the Purchased
Receivables to the Purchaser;
	 
	 	(b)	 	the assignment of each Purchased Receivable that is a Large Customer Receivable
in the manner contemplated by this Agreement (including, for the avoidance of doubt,
the Compliance Conditions) will be effective under the governing law of such Receivable
to pass to the Purchaser full and unencumbered title thereto and the benefit thereof to
the Purchaser and, assuming compliance with the Large Customer Compliance Conditions,
no further act, condition or thing will be required to be done in connection therewith
to enable the Purchaser to enforce payment of any such Receivable from the relevant
Account Debtor in the jurisdiction of domicile of such Account Debtor (and the
Purchaser has no knowledge that such representation and warranty would not be true with
respect to any Small Customer Receivable that is a Purchased Receivable); provided that
an assignment of a Purchased Receivable that meets the requirements of Section 1.1.c of
Annex B shall not be treated as in breach of any provision of such Receivable
prohibiting assignments.
	 
	 	(c)	 	following assignment in the manner contemplated by this Agreement (including,
for the avoidance of doubt, the Large Customer Compliance Conditions), each Large
Customer Receivable will represent a valid claim by the Purchaser on the relevant
Account Debtor, each Large Customer Receivable is or will be, as the case may be, debt,
the rights in which can be transferred by way of assignment to the Purchaser and the
assignment of each Large Customer Receivable in the manner contemplated by this
Agreement is not contrary to the terms of such Large Customer Receivables;




15









 






	 	(d)	 	it has not (except to the Purchaser in the manner contemplated by this Agreement)
assigned, transferred or otherwise disposed of any Purchased Receivable prior to the
assignment to the Purchaser in the manner contemplated by this Agreement and the Seller
will not purport to further assign, transfer or otherwise dispose of any of its rights in
respect of any such Purchased Receivable;
	 
	 	(e)	 	such Purchased Receivables can be segregated and identified for ownership purposes on any
day;
	 
	 	(f)	 	such Receivables are (and the Seller is or will be, as the case may be, entitled to sell the
same to the Purchaser) free and clear of any liens, security interests or other encumbrances,
save as provided for in this Agreement and save for the rights of the relevant Account Debtor
under each Supply Contract;
	 
	 	(g)	 	such Purchased Receivables are evidenced by an invoice under the relevant Supply Contract
which is sufficient to support a prima facie claim against the relevant Account Debtor;
	 
	 	(h)	 	it (including in its capacity as the Collection Agent) has maintained Records relating to
each Supply Contract related to a Purchase Receivable which are complete and accurate in all
material respects, and such Records are held by or to the order of the Seller;
	 
	 	(i)	 	the performance of the terms of any such Supply Contract related to the Purchased Receivables
or the exercise of any rights thereunder will not render such Supply Contract unenforceable in
whole or in part or subject to any lien, right of rescission, counterclaim, set-off, defence
or right of retention and, to the knowledge of the Seller, no such lien, right of rescission,
counterclaim, set-off, defence or right of retention has been asserted against the Seller in
respect thereof;
	 
	 	(j)	 	it is not aware of any material default, breach or violation under any Supply Contract
related to the Purchased Receivables, or any event (including any action threatened by an
Account Debtor against the Seller for any failure on the part of the Seller to perform any of
its material obligations under a Supply Contract) which would constitute a material default,
breach or violation under any Supply Contract related to the Receivables;
	 
	 	(k)	 	the Purchased Receivables have been or will be, as the case may be, created in compliance
with all applicable laws and all required consents, approvals and authorisations have been
obtained or will be, as the case may be, obtained in respect thereof;




16









 





	 	(l)	 	the Purchased Receivables have been originated in accordance with the Seller’s
Credit and Collection Policy;
	 
	 	(m)	 	if a Supply Contract related to a Purchased Receivable has been terminated or
rescinded, such Receivable will be treated for all purposes hereof as a Diluted
Receivable;
	 
	 	(n)	 	each Purchased Receivable that is purported in any report or document provided
to Purchaser to be a Large Customer Receivable that satisfies all the conditions of
Annex B, a Small Customer Receivable that is not an Excluded Receivable, or a French
Receivable is what it is purported to be;
	 
	 	(o)	 	the sale and assignment of Purchased Receivables by the Seller to the
Purchaser pursuant to this Agreement, and all other transactions between the Seller
and the Purchaser, have been and will be made for the Seller’s own commercial benefit,
in good faith and without intent to hinder, delay or defraud creditors of the Seller;
	 
	 	(p)	 	each Supply Contract related to the Purchased Receivables has been conducted
at arm’s length and the relevant Account Debtor has entered into the relevant Supply
Contract at its own will and not under any undue influence;
	 
	 	(q)	 	the assignment of each Large Customer Receivable that is a Purchased
Receivable in the manner contemplated by this Agreement will not be re-characterised
as any other type of transaction and will be effective to pass to the Purchaser full
and unencumbered legal and beneficial title or similar provisions pursuant to
applicable laws to, and the valid and enforceable exclusive ownership of, such
Receivable and all the benefits thereof, and no further act, condition or thing will
be required to be done in connection therewith to enable the Purchaser to require
payment of any such Receivable or the enforcement of any such right in any court (and
the Purchaser has no knowledge that such representation and warranty would not be true
with respect to any Small Customer Receivable that is a Purchased Receivable); and
	 
	 	(r)	 	together with any related Supply Contract, each Purchased Receivable is in
full force and effect and constitutes the legal, valid and binding obligation of the
related Account Debtor enforceable against such Account Debtor in accordance with its
terms.






	3.3	 	Repetition
	 
	 	 	Each of the representations and warranties set out in Sections 3.1 and 3.2 above with
respect to a Purchased Receivable shall be deemed to be repeated on each date on which





17








 





	 	 	such Purchased Receivable is assigned and on each day on which the Purchaser makes payment
of the applicable purchase price for such Purchased Receivable. Each of the representations
and warranties set out in Sections 3.1 and 3.2 above that are not with respect to a
Purchased Receivable shall be deemed to be repeated on each date on which such Purchased
Receivable is assigned and on each day on which the Purchaser makes payment of the
applicable purchase price for such Purchased Receivable.
	 
	3.4	 	Covenants by the Seller
	 
	 	 	The Seller covenants that it shall:






	 	(a)	 	at its expense, in a timely manner fully perform and comply with all
provisions, covenants and other promises required to be observed by it under the Supply
Contracts or, if it shall not fully perform and comply with all such provisions,
covenants and other promises in all material respects, it shall treat each related
Purchased Receivable as a Diluted Receivable;
	 
	 	(b)	 	procure that all relevant value added tax or other applicable Tax payments are
punctually made by it in respect of supplies of goods or services pursuant to a Supply
Contract that relate to Purchased Receivables, and pay all value added tax (if any)
payable in respect of any value added tax supply made, or input value added tax
suffered by the Purchaser with respect to supplies of goods or services by the Seller
pursuant to a Supply Contract or which otherwise relates to such Purchased
Receivables.;
	 
	 	(c)	 	ensure that all amounts paid to the Purchaser under this Agreement shall be
made free of all withholding taxes or other taxes other than as required by law;
	 
	 	(d)	 	keep its chief place of business (Ort der Geschäftsleitung) and chief executive
office (Verwaltungssitz) within Germany and the office where it keeps its Records
concerning the Receivables sold and transferred to the Purchaser at the address of the
Seller set forth in Section 8.2;
	 
	 	(e)	 	duly pay the relevant suppliers. Furthermore, where supplies under any extended
retention of title clauses (verlängerte Eigentumsvorbehalte), or similar clauses which
provide for an assignment of Receivables to a supplier where supplies have been
purchased by the Seller subject to retention of title (Eigentumsvorbehalte) and/or
ownership rights due to manufacturing clauses (Verarbeitungsvorbehalte) of the
suppliers of the Seller, the Seller shall put the Purchaser into the same position in
respect of each large Customer Receivable as if the goods had been owned by the Seller;











18








 












	 	(f)	 	provide and shall procure (veranlassen) that the Collection Agent provides to
the Purchaser upon request by the Purchaser and in all events at least annually an
update of all new and changed Account Debtors’ addresses; provided that such
information shall be deemed to be provided if it is contained in other reports
delivered by the Collection Agent hereunder;
	 
	 	(g)	 	cause the Collection Agent to provide to the Purchaser a copy of its Credit and
Collection Policy within 14 days after the date of this Agreement; and
	 
	 	(h)	 	not treat any Purchased Receivable on its records or other books as a
Receivable belonging to the Seller and shall reflect the Purchase Price of the
Purchased Receivables on its books and other records as a claim against the Purchaser
until paid.






	3.5	 	Seller shall hold harmless Purchaser from and indemnify Purchaser against any liability
for German Value Added Tax under Sec. 13c German Value Added Tax Act (UStG).
	 
	4.	 	SELLER AS SELLER AND COLLECTION AGENT
	 
	 	 	The Seller (in its capacity as Collection Agent for the Purchaser) will collect all
Collections due in respect of any Purchased Receivable that has been purchased by the
Purchaser from the Seller in accordance with the terms of this Agreement and the relevant
Credit and Collection Policy. The Seller as the Collection Agent shall ensure that all
Collections in respect of Purchased Receivables are, as, when, and to the extent required
by Section 2, paid to a Collection Account. The Seller as the Collection Agent shall hold
all Collections received by it in respect of Purchased Receivables for the Purchaser in
accordance with Section 2, and shall, where so required by Section 2, promptly pay (and in
case of the Seller shall procure that the Collection Agent pays) to the Purchaser any such
Collections without any set-off, deduction, withholding, counterclaim or other defence
(except, so long as no Termination Event is continuing, set-off for Adjusted Purchase Price
as specified in Section 2). The Seller shall also comply with all its obligations in
respect of remitting VAT to all applicable tax authorities. The Collection Agent shall also
carry out each of the obligations which are expressed to be carried out by the Collection
Agent in this Agreement.
	 
	 	 	If a Collection Account or former Collection Account is in the name of the Seller, the
Seller shall hold such account and all amounts in such account in trust for the exclusive
benefit of the Purchaser and such amounts shall be treated for all purposes as funds
belonging exclusively to the Purchaser.
	 
	 	 	The Purchaser shall promptly establish one or more Collection Accounts in its own name and
advise the Seller of the details of such Collection Accounts. Within ninety (90) days (with
such extensions as the Purchaser may agree to grant) of the date hereof, the Seller shall
provided remittance directions on all its invoices to each Account Debtor (other than
Excluded Account Debtors) to make all payments with respect to Purchased




19









 






	 	 	Receivables to such applicable new Collection Accounts. The Seller shall use good faith
efforts to cause the Account Debtors to follow the revised remittance directions and shall
not further change the remittance directions on its invoices unless approved by the
Purchaser.






	5.	 	DUTIES OF THE COLLECTION AGENT
	 
	5.1	 	Duties of the Collection Agent
	 
	 	 	In consideration of a monthly servicing fee of Euros 25,200 (as may be adjusted by
agreement between the Seller and the Purchaser), the Collection Agent will collect,
administer and recover amounts relating to the Receivables purchased by the Purchaser from
the Seller and will do all things incidental thereto (including the enforcement of the
Receivables), in accordance with the Credit and Collection Policy and all applicable laws,
rules and regulations, and with the due care and diligence expected from a prudent
collection agent in the business of collecting, administering and recovering receivables.
In particular, the Collection Agent will:






	 	(a)	 	recover all amounts due from Account Debtors in relation to the Purchased
Receivables and, if applicable, Related Rights so purchased by the Purchaser in
accordance with the Credit and Collection Policy and provide administration services in
relation to the collection of the Receivables, and in particular (but without prejudice
to the generality of the foregoing) exercise all enforcement measures to claim amounts
due from each Account Debtor;
	 
	 	(b)	 	ensure that all payments on account of Purchased Receivables by or for the
Account Debtors are made directly to a Collection Account;
	 
	 	(c)	 	in compliance with the Credit and Collection Policy, fully perform and comply
in all material respects with all provisions, covenants and other agreements required
to be observed by it under the Supply Contracts and the Purchased Receivables;
	 
	 	(d)	 	to the extent relevant, consider the interests of the Purchaser in the exercise
of any discretion arising from the performance of its duties pursuant to this
Agreement;
	 
	 	(e)	 	maintain its main residence in the jurisdiction of its incorporation for tax purposes;
	 
	 	(f)	 	without prejudice to the Compliance Conditions, notify each of the Account
Debtors under the Supply Contracts relating to Purchased Receivables, of the
Purchaser’s ownership thereof as soon as reasonably practicable following a direction
by the Purchaser under Section 5.6(a);




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	 	(g)	 	devote to the performance of its obligations under this Agreement at least the same
amount of time and attention, and exercise at least the same level of skill, care and
diligence in the performance of those obligations as it would if it were administering its
own rights and obligations as opposed to those of the Purchaser;
	 
	 	(h)	 	keep proper Records which can be separated and segregated from all other Records, and
documents of the Collection Agent in relation to Purchased Receivables (and related Supply
Contracts) so purchased to the extent necessary for it to comply with its obligations
hereunder;
	 
	 	(i)	 	keep proper Records for all taxation purposes, including for the purposes of VAT;
	 
	 	(j)	 	hold all documents, deeds and instruments relating to Purchased Receivables (and related
Supply Contracts) so purchased in its possession on trust to the order of the Purchaser;
	 
	 	(k)	 	maintain Records of all material correspondence with Account Debtors in respect of Purchased
Receivables on a Supply Contract by Supply Contract basis so purchased and maintain either in
computer readable form or otherwise information in relation to such Purchased Receivables in
particular, for the purposes of identifying at any time amounts paid by and to each Account
Debtor, any amount due by or to an Account Debtor, the source of receipts which are paid with
respect to the Purchased Receivables, and dilutions, settlements, rebates, credit notes and
other reductions in respect of each Purchased Receivable;
	 
	 	(l)	 	obtain, comply with the terms of and do all that is necessary to maintain in full force and
effect all authorisations, approvals, licences and consents required in or by the laws and
regulations of its jurisdiction of incorporation to enable it lawfully to enter into and
perform its obligations under this Agreement or to ensure the legality, validity or
enforceability against it of this Agreement;
	 
	 	(m)	 	use all reasonable endeavours to maintain electronic systems for use in relation to the
Purchased Receivables so purchased in working order and permit the Purchaser and any firm of
independent accountants and/or any other representatives of the Purchaser upon giving at
least ten Business Days notice in writing to the Collection Agent to enter during normal
working hours under the direct supervision of the Collection Agent upon its premises to
inspect and satisfy itself or themselves that such systems are capable of providing the
information to which it or they are reasonably and properly entitled pursuant to this
Agreement;





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	 	(n)	 	ensure that all Purchased Receivables are clearly and specifically designated in the
Seller’s own books and records as having been sold to the Purchaser and, in relation to
any Collections received in connection therewith, are clearly identifiable as property
held on behalf of the Purchaser;
	 
	 	(o)	 	on each Reconciliation Date and, if the Purchaser shall request a Reconciliation Summary on
any other date, not later than ten Business Days following any request by the Purchaser
therefor, provide a Reconciliation Summary to the Purchaser and shall prepare and deliver to
the Purchaser such further information, certification and/or reports, whether in writing or
otherwise, as the Purchaser may reasonably request from time to time, provided that any
reports or certificates delivered by the Collection Agent to the Purchaser under this Section
5.1(n) shall be signed by an authorised signatory of the Collection Agent;
	 
	 	(p)	 	on demand by the Purchaser, promptly pay to the Purchaser or as the Purchaser may direct,
all Collections received by the Seller on behalf of the Purchaser as Collection Agent in
respect of Purchased Receivables and not yet accounted for and, to the extent so required
hereby, paid over to the Purchaser;
	 
	 	(q)	 	promptly deliver to the Purchaser such Records evidencing the Purchased Receivables from it
as the Purchaser may reasonably specify;
	 
	 	(r)	 	allow the Purchaser, its representatives, servants or agents such access to the Seller’s
premises as the Purchaser upon 5 days written notice may request for the purpose of examining
the Seller’s Records relating to Purchased Receivables;
	 
	 	(s)	 	from time to time, upon the reasonable request of the Purchaser, confer with officials of
the Purchaser and advise them as to matters bearing on the financial condition of the Seller;
	 
	 	(t)	 	notify the Purchaser as soon as reasonably practicable after becoming aware (i) of the
occurrence and the continuation of an Termination Event, (ii) of the fact that any
representation, referred to in Section 3.1 or 3.2, made by the Seller was incorrect when made,
specifying the reason why such representation was incorrect, and (iii) any fact or
circumstance which causes (A) a Large Customer Receivable that was purported to satisfy all
the conditions of Annex B, or (B) the Applicable Percentage of Small Customer Receivables
(excluding those that are Excluded Receivables) or (C) a Purchased Receivable that was
purported to be a French Receivable, in each case to be other than what it was purported or
reported to be;




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	 	(u)	 	assist the Purchaser in discharging any Related Rights in respect of any
Purchased Receivable sold and transferred to the Purchaser which have been paid;
and
	 
	 	(v)	 	assist the Purchaser’s auditors and provide information to them upon request.






	5.2	 	Covenants with respect to Purchased Receivables
	 
	 	 	The Seller, as Seller and as Collection Agent, agrees and undertakes that:






	 	(a)	 	it shall not sell, assign, convey transfer, lease, pledge or otherwise dispose
(or purport to do so) of any Purchased Receivable (whether now existing or hereafter
created) under a Supply Contract to any person other than the Purchaser;
	 
	 	(b)	 	it shall not grant, create, incur, assume or suffer to exist any encumbrance or
purport to do so over any Purchased Receivable (whether now existing or hereafter
created) under a Supply Contract or any interest therein;
	 
	 	(c)	 	it shall do all things necessary to remain duly organised, validly existing
under the laws of the Federal Republic of Germany and maintain all requisite authority
and licences to lawfully conduct its business in the Federal Republic of Germany;
	 
	 	(d)	 	it shall comply in all respects which could be regarded as material in the
context of the transactions contemplated by this Agreement, with all laws, rules,
regulations, orders (Verfügungen), writs (Beschlüsse), judgments (Urteile),
injunctions (einstweiligen Verfügungen), administrative decrees (Verwaltungsakte) or
awards to which it may be subject;
	 
	 	(e)	 	it shall keep its “centre of main interests” in Germany within the meaning of
the European Regulation No. 1346/2000 of 29 May 2000 on insolvency proceedings;
	 
	 	(f)	 	it will not, without the written consent of the Purchaser or without treating
such Purchased Receivable as a Diluted Receivable, agree to any termination, waiver,
amendment or variation of any Purchased Receivable and in any Supply Contract to which
a Purchased Receivable relates which would operate to reduce the amount of the
Purchased Receivable or alter its Due Date unless such termination, waiver, amendment
or variation falls within parameters specified in the relevant Receivable or Supply
Contract or the Credit and Collection Policy or otherwise that have been agreed in
writing with the Purchaser;
	 
	 	(g)	 	it will:





23









 





	 	(i)	 	advise the Purchaser immediately of any dispute over any Supply Contract to
which a Purchased Receivable relates or any other event or circumstance which may
result in the full amount of any payment due in respect of such Purchased
Receivable not being paid by the Account Debtor on the Due Date;
	 
	 	(ii)	 	use reasonable care and take all practicable measures to prevent or minimise
loss in the event of any breach by an Account Debtor of a Supply Contract which
relates to a Purchased Receivable; and
	 
	 	(iii)	 	provide such assistance as the Purchaser may require to recover any amounts
payable in respect of the Purchased Receivables in the event of non-payment, including
taking legal action against the Account Debtor if so instructed by the Purchaser;






	 	(h)	 	it will not exercise any retention of title clause (or similar provision) without the
Purchaser’s consent and subject to such conditions as the Purchaser may wish to impose;
	 
	 	(i)	 	it will notify the Purchaser no later than five Business Days after the last day of the
month in which it becomes aware of any errors, omissions, disputes or other similar matters
which would have a material effect on the amounts received or to be received by the Purchaser
in relation to any Purchased Receivable or of any circumstance or event affecting the
recoverability thereof from the relevant Account Debtor;
	 
	 	(j)	 	it will not modify its Credit and Collection Policy in any material fashion or in any way
that may lead to a deterioration of the payment of the Purchased Receivables, without the
prior written consent of the Purchaser (which consent, prior to the occurrence of a
Termination Event, shall not be unreasonably withheld, conditioned or delayed);
	 
	 	(k)	 	it will inform the Purchaser without undue delay (unverzüglich) and in any event within five
Business Days after (i) the institution of any proceeding against the Collection Agent or to
which the Collection Agent becomes a party or (ii) the entry of a judgment, decree or
injunction against the Collection Agent in either case, which either individually or in the
aggregate has had or could have a Material Adverse Effect;
	 
	 	(l)	 	it will comply with all legal requirements (including, for the avoidance of doubt, any
applicable consumer protection legislation) in relation to all Purchased Receivables;





24








 






	 	(m)	 	it will not change the Due Date for a Receivable sold and transferred to the
Purchaser other than in accordance with its Credit and Collection Policy;
	 
	 	(n)	 	it will not make any change in the character of the Collection Agent’s
business or change in or amendment to the Credit and Collection Policy (other than
pursuant to Section 5.2(j) above), which change would, in either case, have
consequences for the collectability of any Purchased Receivable or for the ability of
the Collection Agent to perform its obligations hereunder; and
	 
	 	(o)	 	with the due care of a prudent merchant (ordentlicher Kaufmann), it will take
all measures necessary to obtain Collections from the Account Debtor on a Purchased
Receivable where the original due date is exceeded, in accordance with the Credit and
Collection Policy and will comply with the Credit and Collection Policy in all
material respects,






	 	 	provided always that (except as otherwise required or expressly permitted in this
Agreement) the Collection Agent shall not have any power to enter into any new contracts on
behalf of the Purchaser nor to act as any form of branch, agency or representative of the
Purchaser nor to direct, administer or manage any aspect of the Purchaser’s business
(without prejudice to the specific activities expressly contemplated in this Agreement).
	 
	 	 	The Purchaser covenants that it shall will keep its “centre of main interests” in
Switzerland and will not have an “establishment” outside Switzerland each within the
meaning of the European Regulation No. 1346/2000 of 29 May 2000 on insolvency proceedings.






	5.3	 	Co-operation in Enforcement of Rights to Receivables
	 
	 	 	The Seller (in its capacity as Seller and Collection Agent) agrees and undertakes:






	 	(a)	 	to assist in the enforcement of the Purchaser’s rights against the Account
Debtors or any other relevant third party in relation to any Purchased Receivable
purchased by the Purchaser from the Seller including (without limitation) joining into
and being party to any legal action the Purchaser may institute against the Account
Debtor or such relevant third party for the recovery of the whole or any part of any
such Purchased Receivable. In particular, the Purchaser shall be entitled to require
the Seller (in its capacity as Seller and Collection Agent) to exercise any rights
which it may have for the Purchaser’s benefit and for the purpose of effecting a
recovery hereunder. For the avoidance of doubt the Purchaser shall have sole control
and direction in respect of the conduct and settlement of any such legal action but
will consult with the Collection Agent over any such action and will give ten Business
Days notice to the Seller (in its capacity as Collection Agent) over any such action;










25









 












	 	(b)	 	to sign and deliver and otherwise perfect any deed, assurance, agreement,
instrument or act which the Purchaser may consider reasonably necessary to obtain
payment or perfect the Purchaser’s ownership of any Purchased Receivable or to
secure performance of any of the Seller’s (in its capacity as Seller and Collection
Agent) obligations for so long as any payment in respect of any Purchased Receivable
or other sums remain outstanding to the Purchaser and have not been paid; and
	 
	 	(c)	 	to deliver to the Purchaser, at the Purchaser’s first request, any documents
relating to or arising out of any Purchased Receivable and shall grant the Purchaser
the access to the Seller’s (in its capacity as Seller and Collection Agent) premises as
it may reasonably request in order to recover, take away and/or make copies of any such
documents.






	5.4	 	Subcontracting
	 
	 	 	The Collection Agent will not, without the prior consent of the Purchaser, subcontract with
any other person in regard to servicing, administering or collecting amounts due in respect
of the Purchased Receivables or any of the other duties under this Agreement. In the event
of any subcontracting following the consent of the Purchaser, the Collection Agent will
remain liable for the performance of their duties and obligations under this Agreement. The
Purchaser will not have any liability to any sub agent, sub contractor or representative of
the Collection Agent or any other person appointed whatsoever in respect of any cost,
claim, charge, loss, liability, damage or expense suffered or incurred by any sub agent,
sub contractor or representative of the Collection Agent, or any such person in connection
with this Agreement. For the avoidance of doubt, any instructions given to a law firm to
enforce a Purchased Receivable (whether by way of commencing legal proceedings or
otherwise) against an Account Debtor will not be regarded as “subcontracting” within the
meaning of this Section 5.4.
	 
	5.5	 	Purchaser’s Right to Perform
	 
	 	 	If the Collection Agent fails to perform any of its agreements or obligations under this
Agreement, the Purchaser may (but will not be required to) itself perform, or cause the
performance of, such agreement or obligations at the cost of the Collection Agent.
	 
	5.6	 	Enforcement; Notification of Debtors






	 	(a)	 	The parties hereto are aware that, each Account Debtor will be entitled,
before and after any assignment of a Receivable pursuant to this Agreement, to
continue to pay all amounts due to the Purchaser in respect of each Receivable to the
Seller until the Account Debtor has knowledge of the assignment of the Receivable or
the facts constituting the assignment and that in the case of a Receivable governed by
German law which is assigned in accordance with Section 354a of the German





26









 






	 	 	 	Commercial Code, such right of the Account Debtor will continue to exist after a
notice of assignment is delivered to the Account Debtor. The Seller agrees that:






	 	(i)	 	it shall direct all or any of the Account Debtors to pay
amounts outstanding in respect of Purchased Receivables directly to the
Collection Account established by the Purchaser in accordance with Section 4;
and/or
	 
	 	(ii)	 	it shall give instructions to make the transfers of
Collections paid to the Seller to the Collection Account so specified by the
Purchaser; and/or
	 
	 	(iii)	 	it shall immediately upon request of the Purchaser give
notice in its own name to all or any of the Account Debtors of the sale and
assignment of all or any of the Receivables sold and transferred to the
Purchaser; and/or
	 
	 	(iv)	 	it shall take all other action as it reasonably considers to
be necessary, appropriate or desirable in order to recover any amount
outstanding in respect of the Receivables sold and transferred to the
Purchaser or to improve, protect, preserve or enforce their rights against the
Account Debtors in respect of any such Receivable.






	 	 	The Purchaser (or the Purchaser’s designee, assignee or pledgee) will be entitled from time
to time to give notification to the Account Debtors on its own behalf or on behalf of the
Seller.






	 	(b)	 	The Purchaser (or the Purchaser’s designee, assignee or pledgee) may from time
to time give any notice to each Account Debtor (other than the Excluded Account
Debtors) pursuant to this Section 5.6. To this effect, the Seller shall deliver to the
Purchaser simultaneously with the execution of this Agreement 100 notarially certified
and 100 uncertified certificates in the form of Schedule 1 (one half of each in the
English language and in the German language) of this Agreement, duly printed on its
headed paper and executed by two Directors. Each notification made by the Purchaser
(or any of its designees or subsequent assignees or pledgees) in accordance with this
Section 5.6 may be accompanied by a simple or a notarially confirmed photocopy of such
certificate or a certificate in the form of Schedule 2 or a German language version
thereof.






	5.7	 	Termination by the Collection Agent
	 
	 	 	The Collection Agent may terminate its appointment as the Collection Agent only with the
prior written consent of the Purchaser (such consent not to be unreasonably withheld).
	 
	5.8	 	Termination by the Purchaser






	 	(a)	 	At any time after a Termination Event has occurred, the Purchaser may without
prejudice to the Purchaser’s other rights:










27









 












	 	(i)	 	upon written notice to the Seller in its capacity as Collection Agent,
terminate the appointment of the Collection Agent under this Agreement and
designate any other person as its agent or to act on its own behalf for the
collection of Receivables sold to the Purchaser by the Seller (a “Substitute
Collection Agent”) on such terms as the Purchaser thinks fit; and/or
	 
	 	(ii)	 	notify (or cause to be notified) Account Debtors that all
payments in respect of Receivables must be made to the Purchaser or to the
Substitute Collection Agent(s) referred to in Section 5.8(a)(i) above.






	 	(b)	 	Upon termination of the appointment of the Collection Agent, whether
pursuant to Section 5.7 or this Section 5.8, the Collection Agent will:






	 	(i)	 	immediately deliver to the Substitute Collection Agent the
Records in its possession or under its control relating to the Receivables
purchased by the Purchaser from it in its capacity as the Seller and all
Collections held by the Collection Agent on behalf of the Purchaser; and
	 
	 	(ii)	 	take such further action as the Purchaser may reasonably
request in relation to the Receivables so purchased and all Collections held
by the Collection Agent on behalf of the Purchaser including, without
limitation and to the fullest extent permitted by law, endorsing the
Substitute Collection Agent’s name on cheques or other instruments
representing Collections and enforcing such Receivables and the related Supply
Contracts.






	5.9	 	Termination Events
	 
	 	 	Each of the following events shall be a termination event (a “Termination Event”) with
respect to the Seller, severally and not jointly:






	 	(a)	 	the Seller (in its capacity as Seller or Collection Agent) defaults in the
payment on the due date of any payment due and payable by it under this Agreement and
such default is not remedied within seven Business Days of such due date;
	 
	 	(b)	 	the Seller (in its capacity as Seller or Collection Agent) defaults in any
material respect in the observance of any of its covenants and obligations, or breaches
in any material respect any of its representations and warranties under this Agreement
which, in the reasonable opinion of the Purchaser is materially prejudicial to the
Seller’s ability (in its capacity as Seller or Collection Agent) to perform hereunder
and such default is not remedied to the reasonable satisfaction of the Purchaser within
fifteen Business Days after receipt by the Seller of written notice by the Purchaser
requiring the same to be remedied;










28









 












	 	(c)	 	the Seller (in its capacity as Seller or Collection Agent) goes into
administration, bankruptcy, dissolution, receivership or winding-up (or analogous
proceedings) or ceases to exist;
	 
	 	(d)	 	an application has been filed by the Seller for the commencement of
insolvency, bankruptcy or liquidation proceedings or if filed by a third party, the
Seller fails to give evidence satisfactory to the Purchaser within 10 Business Days
that such application will be withdrawn or dismissed or it is not withdrawn or
dismissed within 30 days thereafter;
	 
	 	(e)	 	the Seller (in its capacity as Seller or Collection Agent) is overindebted
or unable to pay its debts as they fall due or the inability to pay debts as they
fall due is threatened;
	 
	 	(f)	 	there shall have occurred any event or condition which would have a material
adverse effect on the ability of the Seller or the Collection Agent to perform their
respective obligations under this Agreement; or
	 
	 	(g)	 	unless waived by the Purchaser, there is an event of default pursuant to any
agreement or instrument evidencing material indebtedness to which the Seller is an
obligor or a guarantor.






	5.10	 	Payments to the Purchaser






	 	(a)	 	Any payments required to be made by the Seller to the Purchaser pursuant to
this Agreement shall, unless this Agreement otherwise provides, be made available on
each date upon which this Agreement requires an amount to be paid in immediately
available funds by electronic funds transfer to the account of the Purchaser in the
currency of the relevant payment at such bank as the Purchaser shall from time to time
notify the Collection Agent for this purpose.
	 
	 	(b)	 	The Seller shall not be entitled to set off its own claims against the
Purchaser’s claims and to exercise any retention rights (Zurückbehaltungsrechte)
or counterclaims unless and only to the extent such claims of the Seller have become
finally awarded by a court (rechtskräftig festgestellt) or are undisputed (it being
understood that this clause (b) does not apply to the netting provisions of Section
2.2(b) hereof).






	6.	 	BENEFIT OF AGREEMENT
	 
	6.1	 	Benefit and Burden





29









 






	 	 	This Agreement shall be binding upon, and enure to the benefit of the Purchaser and the
Seller and their respective successors.
	 
	6.2	 	No Assignment
	 
	 	 	The Seller may not assign all or any of its rights, benefits or obligations under this
Agreement.
	 
	6.3	 	Assignment by the Purchaser
	 
	 	 	The Purchaser may assign or encumber all or any part of its rights or benefits under this
Agreement without the consent of any party. Consequently the Purchaser may disclose to a
prospective assignee or to any other person who may propose entering into contractual
relations with the Purchaser in relation to this Agreement such information about the
Seller or the Receivables as the Purchaser shall consider appropriate.
	 
	7.	 	GOVERNING LAW
	 
	 	 	This Agreement, and all matters arising therefrom will be governed by and construed in
accordance with the laws of Germany, provided that the choice of the laws of Germany
referred to above shall not extend to matters which, pursuant to mandatory rules of private
international law, are subject to the laws of any other jurisdiction. For the benefit of the
Purchaser, the Seller agrees that, any dispute arising out of or in connection with this
Agreement shall be subject to the non-exclusive jurisdiction of the courts of Switzerland.
The Purchaser may commence any litigation in any other competent courts.
	 
	8.	 	MISCELLANEOUS
	 
	8.1	 	Indemnities






	 	(a)	 	Without limiting any other rights which the Purchaser may have hereunder or
under applicable law, the Seller and Collection Agent agree to indemnify the Purchaser
and its respective officers, directors and agents or any assignee of the Purchaser’s
rights hereunder (each an “Indemnified Party” and collectively, the “Indemnified
Parties”), from and against any and all damages, losses, claims, liabilities, costs
and expenses (including any reasonably incurred attorneys’ fees) and disbursements
(including any irrevocable value added tax thereon) (all of the foregoing being
collectively referred to as “Indemnified Amounts”) awarded against or incurred by any
Indemnified Party, arising out of or as a result of any breach of an obligation by the
Seller or Collection Agent, as the case may be, hereunder.
	 
	 	(b)	 	The Seller shall indemnify the Purchaser and any assignee of the Purchaser
against (a) all stamp duty, registration and other similar taxes and (b) all
irrevocable levies, duties, charges, and taxes levied on the Purchaser and any
assignee of the Purchaser by a tax or other authority or any public entity to which





30









 






	 	 	 	this Agreement, any sale or payment pursuant to this Agreement or any judgment given
in connection herewith or therewith may at any time become subject subsequent to the
date of this Agreement and, from time to time on demand of the Purchaser, indemnify
the Purchaser against any liabilities, costs, claims and expenses resulting from any
failure to pay or any delay in paying any such tax, save for any taxes (whatsoever
and wheresoever) payable by the Purchaser by reference to its income, gains or
profits.






	8.2	 	Notices
	 
	 	 	Unless otherwise specified herein all notices, requests, demands or other communications to
or from the parties hereto shall be in writing and shall be deemed to have been duly given
and made, in the case of a letter, upon delivery by internationally recognized express
carrier service, and in the case of a facsimile, when a facsimile is sent and receipt is
telephonically confirmed. Unless otherwise specified herein, any such notice, request,
demand or communication shall be delivered or addressed as follows:






	 	(a)	 	if to the Purchaser, to it at:
	 
	 	 	 	Novelis AG

Bellerivestrasse 36

8034 Zurich

Switzerland

Attention: Management

Fax: +41 44 386 2151
	 
	 	(b)	 	if to Seller to it at
	 
	 	 	 	Novelis Deutschland GmbH

Hannoversche Str. 1

37075 Goettingen

Germany

Attention: Management

Fax: +49 551 304 4902






		 	or at such other address or facsimile number as the relevant party hereto may designate by
written notice to the other parties hereto by not less than five Business Days’ notice.
	 
	8.3	 	No Waivers
	 
	 	 	No failure or delay by or any party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right,
power or privilege.
	 
	8.4	 	Entire Agreement





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	 	 	This Agreement constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement and supersedes any prior discussions, negotiations,
agreements and understandings.
	 
	8.5	 	Termination
	 
	 	 	This Agreement shall have a minimum term of 6 years starting from the date hereof.
Thereafter, it may be terminated by either party upon 30 days prior written notice to the
Seller. Notwithstanding a termination of this Agreement, except as provided in Section 5.8,
the Seller shall continue to perform its duties as Collection Agent until all Purchased
Receivables are fully collected or written off.
	 
	8.6	 	Changes, Amendments, etc.
	 
	 	 	Neither this Agreement nor any provision hereof may be changed or amended orally, but only
by agreement in writing signed by the parties to this Agreement.
	 
	8.7	 	Severability
	 
	 	 	If any provision of this Agreement or the application thereof to any person or circumstance
shall be illegal, invalid or unenforceable to any extent, the remainder of this Agreement,
or the application of such provision to persons or circumstances other than those as to
which it is illegal, invalid or unenforceable, shall not be affected thereby, and each
provision of this Agreement shall be valid and enforceable to the extent permitted by law.
	 
	8.8	 	Counterparts
	 
	 	 	This Agreement may be signed in any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument. Such invalid, illegal or
unenforceable provision or such omission (Vertragslücke) shall be replaced by the parties
with a provision which comes as close as reasonably possible to the commercial intentions of
the invalid, illegal or unenforceable provision.
	 
	8.9	 	Several and not Joint
	 
	 	 	The parties agree that the obligations of the Seller and the Collection Agent hereunder
shall be several but not joint, as if the Seller and the Collection Agent had entered into
an agreement with the Purchaser separately.





32









 






	 	 	IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written in two originals (each party acknowledging receipt of one
signed original).





EXECUTED by





	1)	 	NOVELIS AG, as the Purchaser




   
             
           
            
          
           



Friedrich Floto, Officer



   
             
            
             
              
     



Peter Ith, Officer





	2)	 	NOVELIS DEUTSCHLAND GMBH, as the Seller and the Collection Agent




                                                            



Gottfried Weindl, Managing Director




33









 





ANNEX A: GENERAL COMPLIANCE CONDITIONS





	1.	 	APPLICATION
	 
	1.1	 	The provisions of this Annex A apply to purchases and assignments of Small Customer
Receivables and the Related Rights thereto from the Seller, provided the “Receivable” is not
an Excluded Receivable.
	 
	1.2	 	For purposes of this Annex A, “Related Rights” means with respect to each Receivable, all
ancillary claims, rights and collateral (present and future) relating to such Receivable,
including, without limitation:






	 	(a)	 	the claim (if any) for the payment of default interest under any Supply
Contract relating to such Receivable;
	 
	 	(b)	 	all other existing and future claims and rights under, pursuant to or in
connection with such Receivable and any underlying Supply Contract including, but not
limited to:






	 	(i)	 	other related ancillary rights and claims by
the exercise of which the relevant Supply Contract is altered, in
particular, the right of rescission, but which are not of a personal
nature;
	 
	 	(ii)	 	claims for the provision of collateral;
	 
	 	(iii)	 	indemnity claims for non-performance;
	 
	 	(iv)	 	restitution claims against the relevant Account Debtor in the event that the
Supply Contract underlying such Receivables is void;
	 
	 	(v)	 	all other payment claims against the Account Debtor arising from, and in
connection with, such Receivable; and
	 
	 	(vi)	 	all retention of title rights, claims and interest of the Seller to or any other
right in rem with respect to goods sold under the Supply Contract
underlying such Receivable;
	 
	 	(vii)	 	any ancillary rights and claims, including
but not limited to, independent unilateral rights (selbständige
Gestaltungsrechte) as well as dependent unilateral rights
(unselbständige Gestaltungsrechte ) by the exercise of which any
relevant Supply Contract is altered, in particular the right of
termination (Recht zur Kündigung), if any, but which are not of a
personal nature (without prejudice to the assignment of ancillary
rights and claims pursuant to Section 401 German Civil Code or the
comparable provision of any other applicable law);
	 
	 	(viii)	 	with respect to each such Receivable which is subject to a current
account arrangement which are comparable to current account
arrangements (Kontokorrent (§ 355 HGB)), all existing and future
claims of the Seller, up to the nominal amount or the nominal amount
of the part of each such Receivable, for the payment of:






	 	(1)	 	the final balance of such current account; and
	 
	 	(2)	 	interim balances, if any,
of such current account, provided that such current account
is dissolved between any of its balancing dates;






	 	(ix)	 	with respect to each such Receivable which is subject to contractual
arrangements which are comparable to current account
arrangements (Kontokorrent (§ 355 HGB)), all existing and future
claims of the Seller, up





34









 






	 	 	 	to the face value (including any Tax) of such Receivable as
stipulated in the invoice relating to such Receivable or the face
value (including any Tax) of the part of such Receivable as
stipulated in the invoice relating to such Receivable;
	 
	 	(x)	 	any ownership interest, security interest (which includes any mortgage,
pledge, lien, charge, encumbrance, assignment, hypothecation,
expectancy right or other agreement or arrangement having the
effect of conferring security) or other right or claim subject to
German law in, over or on any property or properties or revenues
from time to time, if any, in favor of the Seller securing or
attaching to such Receivable or purporting to secure payment of
such Receivable, whether pursuant to any Supply Contract related
to such Receivable or otherwise (with the exception of (i) liens
arising by law and (ii) liens arising by attachment);
	 
	 	(xi)	 	all claims under guarantees, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing
payment of such Receivable whether pursuant to the Supply
Contract related to such Receivable or otherwise;
	 
	 	(xii)	 	all Records related to such Receivable; and
	 
	 	(xiii)	 	all possessory and other rights of the Seller in respect of any
Receivables and all rights, benefits and entitlement of the Seller
under such Supply Contract (and any claim the Seller acquires from
the Account Debtor owing such Receivable pursuant to the provisions
governing any form of retention of title subsisting as between such
Account Debtor and the Seller) to the extent permitted by law.






	2.	 	ASSIGNMENT
	 
	 	 	Assignment and sale by the Seller of Receivables, shall be made as of the signing of this
Agreement, with respect to the Pre-Existing Receivables, and the date of the coming into
existence of the Future Receivables, with respect to the Future Receivables. Without
prejudice to the foregoing, such assignment and sale shall be documented by the Seller on
the relevant Reconciliation Date by delivery of the Excluded Debtor List and the Required
Data and, upon request of the Purchaser and at least annually, by an Aged Debtor List.
	 
	3.	 	PAYMENT OF PURCHASE PRICE FOR RECEIVABLES
	 
	 	 	The purchase price payable by the Purchaser on the applicable Settlement Date in relation
to Receivables assigned by the Seller and purchased by the Purchaser shall be as set forth
in Section 2.2 of this Agreement.
	 
	4.	 	EFFECTS OF ASSIGNMENT OF RECEIVABLES






	 	(a)	 	Subject to the assignment of the relevant Receivables the Seller hereby offers to assign
or to
transfer title to and the Purchaser hereby accepts such offer of assignment of
or transfer of title to:






	 	(i)	 	any Record relating to such Receivables,
	 
	 	(ii)	 	any Related Rights relating to such
Receivables; in the event that the title to the Related Rights is not
transferable by means of a mere agreement between the Purchaser and the
Seller, the parties agree on the following:





35









 






	 	(A)	 	if the Related Rights is governed by German law, the
transfer of possession (Besitzübergabe) necessary for the transfer
of title shall be substituted as follows:






	 	(aa)	 	if the Seller holds direct possession
(unmittelbarerBesitz) of the
Related Rights, the Seller shall hold such Related Rights in
custody for the Purchaser free of charge (unentgeltliche
Verwahrung),
	 
	 	(bb)	 	if the Seller holds indirect possession
(mittelbarerBesitz) of the
Related Rights or is entitled to claim the Related Rights
from a third party for any other reason, the Seller hereby
assigns any claim to surrender (Herausgabeanspruch) the
Related Rights to the Purchaser who hereby accepts such
assignment,






	 	(b)	 	if the Related Rights is governed by any other jurisdiction, Section 4
(a)(ii)(A) of this Annex A shall apply mutatis mutandis, and,
	 
	 	(c)	 	the transfer of any Related Rights the transfer of which requires the consent
of any Person other than the Seller and/or the registration with an applicable
register in order to be effective shall become effective (and all steps necessary to
be taken by the Seller in order to effect the transfer of title shall be required to
be taken) upon request of the Purchaser.
	 
	 	(d)	 	if any payment by an Account Debtor in relation to a purchased Receivable is
made by cheque or by bill of exchange, to the cheque or bill of exchange to the
Purchaser. Title to any cheque or bill of exchange will pass to the Purchaser upon the
acquisition of title by the Seller. The Seller and the Purchaser agree with respect to
the transfer that the transfer of possession necessary to transfer title in the cheque
or bill of exchange is replaced by the Seller holding the cheque or bill of exchange
in custody for the Purchaser free of charge or, should the cheque or bill of exchange
not be in possession of the Seller, by assigning to the Purchaser all claims to
surrender against the relevant Persons which are in actual possession of the cheque or
bill of exchange. If the Seller no longer acts as an agent for collection for the
Purchaser according to this Agreement, the Seller will surrender every cheque and bill
of exchange to its successor, furnished with an endorsement in blank.
	 
	 	(e)	 	Notwithstanding any of the foregoing, should any of the assignments or
transfers according to Section 4 of this Annex A not be recognized under any relevant
applicable law the Seller shall do all things necessary to perfect such transfer or
assignment at its own cost. The Seller and the Purchaser will take all such steps and
comply with all such formalities as may reasonably be required or desirable to perfect
or more fully evidence or secure title or other proprietary interests to the purchased
Receivables and the Related Rights as well as of any other collateral granted or to be
granted or enforce any of its rights thereunder in accordance with this Section 4 of
this Annex A.






	5.	 	RIGHTS AND OBLIGATIONS OF THE PARTIES






	 	(a)	 	It is expressly agreed between the Purchaser and the Seller that while the
latter will be responsible for the existence of the Receivables, the Purchaser shall,
subject to the provisions of the following sentence, bear the default risk in respect
of the payment of the purchased Receivables by the relevant Account Debtors. The
Purchaser expressly agrees that it shall have no recourse against the Seller with
regard to any payment due by the relevant Account Debtors in respect of the purchased
Receivables.
	 
	 	(b)	 	The parties agree that the obligations of the Seller hereunder shall be several
but not joint as if the Seller had entered into an agreement with the Purchaser
separately.
	 
	 	(c)	 	The Purchaser may, at any time, instruct one or more Account Debtors not to make




36









 






	 	 	 	payments to the Seller by giving a notice of assignment in the form of Schedule 2 to
this Agreement such Account Debtors. The Seller hereby authorize the Purchaser to
give such notice of assignment on behalf of the Seller.






	6.	 	GOVERNING LAW
	 
	 	 	This Annex A shall be governed by German law, unless mandatory law requires otherwise.





37









 





ANNEX B: LARGE CUSTOMER RECEIVABLE COMPLIANCE CONDITIONS





	1.	 	APPLICATION
	 
	1.1	 	The provisions of this Annex B apply to purchases and assignments of each Large Customer
Receivable (other than an Excluded Receivable), and the Related Rights thereto from the
Seller, that satisfies each of the following criteria:






	 	(a).	 	 it has been originated by the Seller pursuant to a Supply Contract under which the
Seller
has fully and in full compliance with such Supply Contract, performed
(erfüllt) (as such term is defined by Section 103 of the German Insolvency
Code (Insolvenzordnung)) its obligations to the relevant Account Debtor;
	 
	 	(b)	 	it can be freely and validly transferred by way of assignment to the Purchaser
under the terms of the relevant Supply Contract without any requirement to give notice
to or obtain consent from the Account Debtor and without otherwise breaching the Supply
Contract under which the Receivable arises;
	 
	 	(c)	 	the sale and assignment of which will not violate any provision of applicable
law or regulation or articles of association of the Seller or of any agreement
(including any contractual or legal prohibition to assign the respective Receivables
(vertragliche oder gesetzliche Abtretungsverbote), unless in case of Receivables
generated under German law such Receivable is assignable although a contractual
prohibition to assign does exist pursuant to Section 354a of the German Commercial Code
(Handelsgesetzbuch) and in respect of Receivables governed by any Qualifying Governing
Law other than German law, which are assignable although a contractual prohibition to
assign does exist, pursuant to any comparable provisions, judgment, injunction, order,
decree or other instrument binding upon it and such conclusion is supported by a
Qualifying Opinion;
	 
	 	(d)	 	the Account Debtor in respect of the Receivable is a company or a corporation
or a merchant (Kaufmann) pursuant to the German Commercial Code (Handelsgesetzbuch) or
other similar provisions pursuant to the relevant applicable laws, and entered into the
transaction with respect to which such Receivable arose in the course of its business
(Handelsgeschäft) (but in no case a customer (Verbraucher) in the meaning of Section 13
German Civil Code (Bürgerliches Gesetzbuch)); which is not:






	 	(i)	 	bankrupt or insolvent or in liquidation, administration, receivership or subject
to any analogous procedure; or
	 
	 	(ii)	 	subject to protection under the German Data Protection Act
(Bundesdatenschutzgesetz) or similar data protection laws under
the relevant applicable law (and such conclusion is supported by a
Qualifying Opinion);






	 	(e)	 	the related Account Debtor has been directed to make all payments in respect
thereof to a Collection Account;
	 
	 	(f)	 	it does not originate from the sale of products which had been acquired by the
Seller subject to any form of extended retention of title
(verlängerte
Eigentumsvorbehalte), or similar clauses which provide for an assignment of the
Receivables to a supplier, unless (a) the reservation of title has lapsed already due
to the payment of the original acquisition price or (b) such retention of title clauses
are commonly accepted in the relevant industry (branchenüblich) and does not prevent
the sale and assignment of the relevant Receivable pursuant to this Agreement;
	 
	 	(g)	 	the related Account Debtor is located and has its principal place of business
in one of the following jurisdictions: the United States of America, Canada, Germany or
a Qualified Jurisdiction that is subject to a Qualified Opinion (provided that the
Purchaser





38









 





	 	 	 	may permit a Qualified Opinion with respect to a Designated Jurisdiction
that has not been provided on the date hereof to be provided within thirty
(30) days of the date hereafter or such longer period to which the Purchaser
may consent); provided that a Qualified Opinion with respect to a French
Receivable may assume that the French Notice Requirements, to the extent
applicable under then current law, will be complied with; and
	 
	 	(h)	 	it is subject to German law (or a Qualified Governing Law).





	1.2	 	For purposes of this Annex B, “Related Rights” means with respect to each Receivable, all
ancillary claims, rights and collateral (present and future) relating to such Receivable and, including, without limitation:





	 	(a)	 	the claim (if any) for the payment of default interest under any Supply
Contract relating to such Receivable;
	 
	 	(b)	 	all other existing and future claims and rights under, pursuant to or in
connection with such Receivable and any underlying Supply Contract including, but not
limited to:





	 	(i)	 	other related ancillary rights and claims by
the exercise of which the relevant Supply Contract is altered, in
particular, the right of rescission, but which are not of a personal
nature;
	 
	 	(ii)	 	claims for the provision of collateral;
	 
	 	(iii)	 	indemnity claims for non-performance;
	 
	 	(iv)	 	restitution claims against the relevant Account Debtor in the event that the
Supply Contract underlying such Receivables is void;
	 
	 	(v)	 	all other payment claims against the Account Debtor arising from, and in
connection with, such Receivable; and
	 
	 	(vi)	 	all retention of title rights, claims and interest of the Seller to or any other
right in rem with respect to goods sold under the Supply Contract
underlying such Receivable;
	 
	 	(vii)	 	any ancillary rights and claims, including
but not limited to, independent unilateral rights (selbständige
Gestaltungsrechte) as well as dependent unilateral rights
(unselbständige Gestaltungsrechte) by the exercise of which any
relevant Supply Contract is altered, in particular the right of
termination (Recht zur Kündigung), if any, but which are not of a
personal nature (without prejudice to the assignment of ancillary
rights and claims pursuant to Section 401 German Civil Code);
	 
	 	(viii)	 	with respect to each such Receivable which is subject to a current
account arrangement (Kontokorrent (§ 355 HGB)) all existing and future
claims of the Seller, up to the nominal amount or the nominal amount
of the part of each such Receivable, for the payment of:





	 	(1)	 	the final balance of such current account; and
	 
	 	(2)	 	interim balances, if any, of
such current account, provided that such current account is
dissolved between any of its balancing dates;





	 	(ix)	 	with respect to each such Receivable which is subject to contractual




39







 





	 	 	 	arrangements which are comparable to current account arrangements
(Kontokorrent (§ 355 HGB)) all existing and future claims of the
Seller, up to the face value (including any Tax) of such
Receivable as stipulated in the invoice relating to such
Receivable or the face value (including any Tax) of the part of
such Receivable as stipulated in the invoice relating to such
Receivable;
	 
	 	(x)	 	any ownership interest, security interest (which includes any mortgage,
pledge, lien, charge, encumbrance, assignment, hypothecation,
expectancy right (Antwartschaftsrecht) or other agreement or
arrangement having the effect of conferring security) or other
right or claim subject to German law in, over or on any property
or properties or revenues from time to time, if any, in favor of
the Seller securing or attaching to such Receivable or purporting
to secure payment of such Receivable, whether pursuant to any
Supply Contract related to such Receivable or otherwise (with the
exception of (i) liens arising by law and (ii) liens arising by
attachment);
	 
	 	(xi)	 	all claims under guarantees, insurance and other agreements or arrangements
of whatever character from time to time supporting or securing
payment of such Receivable whether pursuant to the Supply
Contract related to such Receivable or otherwise;
	 
	 	(xii)	 	all Records related to such Receivable; and
	 
	 	(xiii)	 	all possessory and other rights of the Seller in respect of any
Receivables or the goods which are the subject of the related Supply
Contract in respect thereof and all rights, benefits and entitlement
of the Seller under such Supply Contract (including, but not limited
to, to the extent applicable, (i) the ownership (Eigentum) in the
goods which are the subject matter of a Supply Contract and (ii) any
claim the Seller acquires from the Account Debtor owing such
Receivable pursuant to the provisions governing any form of retention
of title subsisting as between such Account Debtor and the Seller)





	2.	 	ASSIGNMENT
	 
	 	 	Assignment and sale by the Seller of Receivables, shall be made as of the signing of this
Agreement, with respect to the Pre-Existing Receivables, and the date of the coming into
existence of the Future Receivables, with respect to the Future Receivables. Without
prejudice to the foregoing, such assignment and sale shall be documented by the Seller on
the relevant Reconciliation Date by delivery of the Excluded Debtor List, the Required
Data and, upon request of the Purchaser and at least annually, by an Aged Debtor List.
	 
	3.	 	PAYMENT OF PURCHASE PRICE FOR RECEIVABLES
	 
	 	 	The purchase price payable by the Purchaser on the applicable Settlement Date in relation to
Receivables assigned by the Seller and purchased by the Purchaser shall be as set forth in
Section 2.2 of this Agreement.
	 
	4.	 	EFFECTS OF ASSIGNMENT OF RECEIVABLES





	 	(a)	 	Subject to the assignment of the relevant Receivables the Seller hereby offers to assign
or to transfer title to and the Purchaser hereby accepts such offer of assignment of or transfer of title to:





	 	(i)	 	any Record relating to such Receivables,




40







 






	 	(ii)	 	any Related Rights relating to such Receivables; in the event
that the title to the Related Rights is not transferable by means of a mere
agreement between the Purchaser and the Seller, the parties agree on the
following:






	 	(A)	 	if the Related Rights is governed by German law,
the transfer of possession (Besitzübergabe) necessary for the transfer of
title shall be substituted as follows:






	 	(aa)	 	if the Seller holds direct possession (unmittelbarerBesitz) of
the Related Rights, the Seller shall hold such Related Rights in
custody for the Purchaser free of charge (unentgeltliche
Verwahrung),
	 
	 	(bb)	 	if the Seller holds indirect possession (mittelbarerBesitz) of
the Related Rights or is entitled to claim the Related Rights from a
third party for any other reason, the Seller hereby assigns any
claim to surrender (Herausgabeanspruch) the Related Rights to the
Purchaser who hereby accepts such assignment,






	 	(b)	 	if the Related Rights is governed by any other jurisdiction, Section 4 (a)(ii)(A) of this
Annex B shall apply mutatis mutandis, and,
	 
	 	(c)	 	the transfer of any Related Rights the transfer of which requires the consent of any Person other than the Seller and/or the registration with a land register (Grundbuchamt) shall
only
become effective (and all steps necessary to be taken by the Seller in order to effect
the
transfer of title shall only be required to be taken) upon request of the Purchaser
following the
occurrence of a Termination Event.
	 
	 	(d)	 	if any payment by an Account Debtor in relation to a purchased Receivable is made by
cheque or by bill of exchange, to the cheque or bill of exchange to the Purchaser.
Title to any
cheque or bill of exchange will pass to the Purchaser upon the acquisition of title by
the
Seller. The Seller and the Purchaser agree with respect to the transfer that the
transfer of
possession (Besitzübergabe) necessary to transfer title in the cheque or bill of
exchange is
replaced by the Seller holding the cheque or bill of exchange in custody for the
Purchaser free
of charge (unentgeltliche Verwahrung) or, should the cheque or bill of exchange not be
in
possession (Besitz) of the Seller, by assigning to the Purchaser all claims to
surrender
(Herausgabeanspruch) against the relevant Persons which are in actual possession of the
cheque or bill of exchange. If the Seller no longer acts as an agent for collection for
the
Purchaser according to this Agreement, the Seller will surrender every cheque and bill
of
exchange to its successor, furnished with an endorsement in blank.
	 
	 	(e)	 	Notwithstanding any of the foregoing, should any of the assignments or transfers according to
Section 4 of this Annex B not be recognized under any relevant applicable law, the
Seller
shall do all things necessary to perfect such transfer or assignment at its own cost.
The Seller
and the Purchaser will take all such steps and comply with all such formalities as may
reasonably be required or desirable to perfect or more fully evidence or secure title
or other
proprietary interests (dingliche Rechte) to the purchased Receivables and the Related
Rights
as well as of any other collateral granted or to be granted or enforce any of its
rights
thereunder in accordance with this Section 4 of this Annex B.






	5.	 	RIGHTS AND OBLIGATIONS OF THE PARTIES






	 	(a)	 	It is expressly agreed between the Purchaser and the Seller that while the latter will be
responsible for the existence of the Receivables (Haftung für den rechtlichen
Bestand der Forderungen) the Purchaser shall, subject to the provisions of the
following sentence, bear the default risk (Delkredere) in respect of the payment
of the purchased Receivables by the relevant Account Debtors. The Purchaser
expressly agrees that it shall have no




41









 






	 	 	 	recourse against the Seller with regard to any payment due by the relevant
Account Debtors in respect of the purchased Receivables.
	 
	 	(b)	 	The parties agree that the obligations of the Seller hereunder shall be
several but not joint
as if the Seller had entered into an agreement with the Purchaser
separately.
	 
	 	(c)	 	The Purchaser may, at any time, instruct one or more Account Debtors not to
make payments to the Seller by giving a notice of assignment in the form of
Schedule 2 to this
Agreement to such Account Debtors. The Seller hereby authorizes the
Purchaser to give
such notice of assignment on behalf of the Seller.






	6.	 	GOVERNING LAW
	 
	 	 	This Annex B shall be governed by German law, unless mandatory law requires otherwise.





42









 





SCHEDULE 1




CERTIFICATE




[Letterhead of Seller]




TO WHOM IT MAY CONCERN




Date: [•]



This is to declare and certify that Novelis Deutschland GmbH has sold and assigned its present and
future receivables and related accessory and ancillary rights in accordance with a receivables
purchase agreement dated July 6, 2007 to Novelis AG, a company organised and existing under the
laws of Switzerland, having its registered office at [•].



Further to the Receivables Purchase Agreement, you are hereby instructed to make any and all
payments owed by you to Novelis Deutschland GmbH solely in accordance with any instructions you
may receive from Novelis AG or any of its assignees, chargees or pledgees.



This declaration is irrevocable.




SIGNED on behalf of




NOVELIS DEUTSCHLAND GMBH




	 	 	 
	 

	 	 
	Name:

	 	Name:
	 
	Title:

	 	Title:






43









 





SCHEDULE 2




FORM OF NOTICE OF TRANSFER




From: [Novelis AG or its assignee or pledgee]




[Name of Assigned Debtor]




[Address of Assigned Debtor]




To [     ] and [     ]




[Place], [Date]




Dear Sirs,



In accordance with the provisions of a Non-Recourse Receivables Purchase Agreement dated July 6,
2007 concluded between Novelis Deutschland GmbH, Göttingen, Germany, and Novelis AG, Switzerland,
Novelis Deutschland GmbH assigned to Novelis AG the receivables designated below (the “Purchased
Receivables”) and for which you are the debtor (the
“Assignment”). Further, in accordance with the
provisions of a security assignment dated July 6, 2007, Novelis AG assigned the Purchased
Receivables to us.




[List Purchased Receivables]



You are hereby requested to refrain, as of today, from making any payment under the said
receivables as directed by Novelis Deutschland GmbH or Novelis AG.




     Please make any further payment to the following account [     ].


All payments to be made to Novelis Deutschland GmbH or Novelis AG in relation to the above
Purchased Receivables after receipt hereof will be of no effect
vis-à-vis ourselves and will not
result in a discharge of your obligation under the Purchased Receivables.



Novelis Deutschland GmbH and Novelis AG have authorised us pursuant to the Assignment to give this
notice not only in our name, but also in the name of Novelis Deutschland GmbH and Novelis AG and
accordingly this notice is given in our name, the name of Novelis Deutschland GmbH and the name of
Novelis AG.




Yours sincerely,



[Signature of the representative duly authorised on behalf of the Purchaser’s assignee or pledgee.]




44









 





EXHIBIT R




Form of

BORROWING BASE CERTIFICATE




[See attached]








EXHIBIT R-l










 









	LaS BORR( ille Business Credit, LLC WING BASE CERTIFICATE Client Name: Loan ID. ABBE ID
Report No. Report Date: WI2M9 Ex«Esaslitt|m>, ^"^••t^flRdaas”;:? TOTAL * Be Gt Ne No Di! Cr
Ad Ad Ad No (inning AIR Balance pnmpmiaaiuton) »s Sales (Invokes) Collection (m. a, out/tea @ua;
nA/R Collections counts/Allowance iditMemos ustments Monthly Aging (-H-) ustments(+/-) ustments
(+/-) lA/RCash ColkMAWta CotWmlSiAlncIlM            r:E            X«C°IU«IA# Ending
Collateral Balance Ineligibl Endof MoMk tiO. Indijible as oC ! TMpomylnettgible Toullndijible
3/JIQ064:’:: Eligible Collateral Advanet Rate — Effective Adv. Rate Unappll accktmt
befaeAlv. C Adv «l Cash — Balance tomPrevKXii Rq»n *w» **»*» Wea* Sutmcttal *** NoClunje
U^McukA* ale CmrnVunlUtltlmxtUuu Eligible a • Check I .MR Urn MR            NOVELiSCANA^A- .
NOVELlStllC ‘ jsy»» INVOZ ravos TOTAL Beg I N I”* N Inel T EUg 0 A* ,, OH.
Check tt Invento fining Inventory as of Purchases Sales ing Inventory as of gible Inventory >le
Inventory mceRate BSility 3/31/2004 COMUMilAddiliMI            CollMmlS^ncIlM
” OR ‘ Ott» ‘ Check ti ; Revolvii ISS AVAILABILITY (A
r Collateral @q> <jffij «• (S*
        .., —jvANCEi /RANDINVEN JCftpBO i TORY) Oowy            GUAKAI TEES Advance Rate NOVELISCAUSD
NOVELISCANADA Rev k Rev 6 |Giu Letter of Credit : Letter of Credit antees Total Reserves
9Fiyny noveliscatjsd NOVEUSCANADA NOVELISUK NovBLissw;::, Begmnini devolving Lorn
Balanci stuns n’ve Loan Adj. aces Addition (Mate, Pea, i»l rolving Loan Balance (»
SfPromPmtatutlipo taMngLoai) t» L <=<>« 0 tyg A Adv N Loa NctcoOMIini            o»-l~.»*
LonAMI^M            o»u_Mttk. Ending Ri Termloa Termloa RBSEJ.V ‘.Check tc § Apply to Credit Une Apptv to
Credit Line m            Availal lity • Check K 4pply to Avail. H BORRpV BR’S COMMENTS The undersigned
hereby represents and warrantt to LaSalte Buslnen Credit, LLC, a d IvUlon of ABN AMRO Bank, N.V,
that the infonnatioii set fonh herein is true and correct as of tk date made, that any
AccomtsReceivabteor Inventory classified as “EHgjbte Accounts” or “Eli8iblelnventoiy“con(bnn in all
respects to the respective definition of “Eligible Account* and “Eligible Inventory” as set fcrm in
teLoM and Security Agreemera (or similar agreement) entered into by and between LaSalle Business
Credit, LLC and the undersigned, as amended, modified or supplemented from time to time). {
Prepared By: Authorized Signature 1 of 13 NOVELISBlANKjcls-Consolidated LBCI-yio(Keviied 10/03)




 




 









 





			
	 	 	 
	LaSalle Business Credit, LLC 

BORROWING BASE CERTIFICATE
	 	Client Name: Novelis Inc.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Loan ID.	 	 	ABLE ID	 	 	Report No.	 	 	1	 	 	Report Date:	 	 	5/12/2004	 
	 	 	NOVELISUS	 	 	NOVELISCANADA	 	 	NOVELISUK	 	 	NOVELISSW	 	 	NOVELISSWING	 	 	Consolidated	 
	 	 	 
	 
	Inventory Ineligible detail
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	NOVELISUS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Work in Process
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Packaging
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outside Processors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consignment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 






2 of 13




 









 









	NOVEUSBLANKxIs-Coiuolidatal LBCl-ne(Sevtsed 10/03) 2 of 13 LaS BORR( die Bu WINGB^ isiness
Credit, LLC ,SE CERTIFICATE Client Name: r • ., ivo^iiiCS*i»oitfiul’i: ?•;;;•,. yg
·.,;;. Loan ID. : /sfflSiusW “ Report No. • vjjLiiS’jr : = ; Report Date: ii f *smimm
lHl^i^lyi^ijS^ 8^;[i;f:^!;::x^^ll*|!fe;|i^i^ ‘jj^jbj£jjjjtjj£&^ji^J£. AMbt 8;JS!BQW
fa;|||iiWlw:lL tviiSisSi^ifSP:;? SSlris^i^lilifi TOTAL ‘a” c c t t R • e c l V
l> e Be Gr Ne No Oil Cr Ad Ad Ad No ,inningA/R Balance (FmmprerlaaiStfon) »i Sales (Invoices)
Collection (1KLB. Girt /tea @tscn :i: ‘ •___.;-. ,-.. .:.....i,.-,” ‘ =
CoBMnlAdditfM            GoartnlSuNnclliHi A/RCollecdons counts/Allowance it Memo » Stments Monthly Aging
(+/-) iutment>(+/-) stments (+/-) Am Cash iiliiil n^i^iitii!
-ili::i^::iii;|l:l^:^’::: ‘^^ Er’
NMCollMnlAdt Ending i ollateral Balance Inellglbl EnloTMonlbAatheEgiUtiioe TtOfKniybdigible “
J/JISW?”’ Eligible ollateral Advann Rate — Effective Adv. Rate : “ “• Unapplli Clieckboib
inctafcuuv betwA*. Cash — Baton ton Kevins Repot slowto **"»» edcuk Sobnaioo tale
tHTlMCMkMt Cnratt Unpplied Baluce Babnce Eligible 3iIRAva •RSub- JR lable for Advances
Jmit 9W1S wiyoi: “•” “•’ .,;iliiV02. ‘: ^ ‘iNVfeiiii. . .’ i-. -::;’INffiil-::
SSS if V B N O 12k1 Beg End Inel Elig Adv Elig nning Inventory as of Purchases Sales ng
Inventory as of gible Inventory ble Inventory mceRate ble Inventory            C«k»IMItt» Olkl>lUI»«»
mve itory Availability Inv itory Sub-Limit or on* iSS
AVAILABn-ITY (A/R AND INVENTORY) r Collateral fKQ)(RE)or(SA) (CapEx) ILE FOR ADVANCES Ow
ivolvin Limit rEES Advance Kate •"•’••ry- :•••,• L C 1 qua Letter of Credit : Letter of Credit
mlees Total Reserves            EOANiA tryrrV &e L 0 A N cfS ^eg Ajdv Loa (evolving Loan Balance
tThMtAvnbBxAqwtf ctions live Loan Adj. nces NMCOOMdM            M-U^S* U.AfclUvM            Addition
(burat. Fees, aid Odn Mjnraaa) 0*.U.AUW___EodmgR* solving Loan Balance<im«A«u^oiuM Termln
TerJnLoa RESEFV CnditLm Credit Un S ~ • .::•; :
‘i’"-v::ftv.:’..;i-t’"!i:;i:?!’:?; ‘.:•; n HkA^uai, D Avail ii Sty 4vai7. IZ BORRir
iKS COMMENTS Tne undmigwd hereby repnsents and wanants to LaSalk Bialnos Credit, L made, that any
Account Receivable or Inventory classiSedas“EligibleAccouii of “Eligible Account* and “Blgible
Invenlory” as set forth in the Lam and Seam Business Credit, U.C and the undersigned, as amended,
modiBed or supptew LC thai the inlbmation set fbtthhetem is true and eon Is” or “Eligible
Inventory” conform in an respects to llx eel as of Sedate ;resptcnVe definitions d between
3 of 13 Medftom time to time). sr NOVEUSBLANKjtb-US LBCI-ri6(Revlied 10/03) 1 Prepared
By: Authorized Signature


 




 









 








			
	 	 	 
	LaSalle Business Credit, LLC 

BORROWING BASE CERTIFICATE
	 	Client Name: Novelis Corporation






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	          Currency Type:	 	US	 	 	Loan ID.	 	 	NOVELISUS	 	 	Report No.	 	 	1	 	 	Report Date:	 	 	5/12/2004	 
	 
	Conversion Rate:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






     Inventory Ineligible detail



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	INV01	 	 	INV02	 	 	INV03	 	 	INV04	 	 	INV05	 
	 	 	 
	Work in Process
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Packaging
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outside Processors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consignment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 






4 of 13





 











 









	LaSalle Business Credit, a division of ABN AMRO Bank N.V., BORROWING BASE
CERTIFICATE Client Name: Novelis Inc. Currency
Type CDN$ NOVELISCAD NOVELISUSD Report No. 1 Report Date:
5/12/2004 Conversion Rate 0.9319 CAD USD CAD$ CAD$ ACCOUNTS
RECEIVABLE A/R01 A/R01 A/R01 TOTAL TOTAL TOTAL A Be ginning A/R BaIance(From previous
report e Gorss sales (invoices J- Net Collection (Wt, L.B, Cash Rec’d@LBCI) Non A/r
Collections  R  Di scounts/Allowance e Cr edit Memos • Ad
juitments Monthly Aging (+/-) J Ad|ustment(+/-) • Adjustments(+/-) * Non A/R Cash
· CotColleteral Addidtion Collatoral Subtraction Collatoral
Subtraction Collatoral Subtraction Discoutn(-) Credit Memos(-) Adj.
Aging(+/-) Net Colletoral Adj. Ending Collateral Balance End of Month A/R
Intigible as of Ineligible Temporary Ineligible Total
ineligible 3/3!iPW Eligible bilateral Adyanci Rate — Effective Adv.
Rate UnhppUi d Cash — Balance tanrrevioM Report Check boc below
Addition inclode»u, piled cub Srf*wi» befbnAAr. Utt NaOuoje O Adv
?(!(« CiinatUupllllMBllwcBaklice U-TpMCuHUt Eligible L/R • CtieclH,’
Apply ra""** 1  .^Ki/fflft •* g : ‘?’ :  • CADi ‘ ‘ vw
.. ; ‘  J rCAD$ ‘ : ‘
        .• : ;:iSB$T ! Tj 1  i > is* ^ ^ ~y ••& ‘ ‘ v ^ ^ ^4
 ; ^ ^ ^r ^ ^ !S^t8ii!i;;::::e:
 ;: -iiS >is L. ? ?’ .’,, ;£,
·.. -• < Jt ‘C-’ : ‘
‘ INV01 INV01 TOTAli '' “: WjTAfc... ‘  ;
g’; Beg nning Inventory as of I Purchases  N  Sates «f End
ng Inventory as
of CDttMMlAddUMI agmlSiMicto .•: :••:.’, -,[’,.’’ fs •
f • N JnelgJblenwentory T Elig ble Inventory
q Adv mce Rate n RK» M> V.»»«*n~. Check u
Apply oiliry (Ulf fc l»Vtt MUiV-A<UUlllI GR( SS AVAILABILITY (A/R AND
INV ] Othi rCollaferalf«O(?i£;w^;(Gira; •’cftidi «
"^S~« :>VAMCWI  .Revolving Limit BNTORY) Ounqr OQAB|A^
TEES Advance Kate flfev |5 Letter of Credit «iv j 15 ‘ Letter of Credit \ |Ouai
antees Total Reserves LOAjijA* l^jfrv CADS USDS CADS
TOTAL USDSTOTAL ••••;.. i •’ —if. ‘,.:\ jt .r;i«,SfCJ Begmning
Revolving Loan Balance <fnm rnoaa i <v, ) IT) L Coll ctionj
O Negi rive Loan Adj. A Aavincts N Loan
AdditJonammftF^mdoihtiA^uonon. NMCaDMIlM OAcrLMnSA LdMMKlUvM
aioL-nMtlk. Endmg|Re rolving Loan Balance
(XnnMnriomj Termljoai TcrmI1oai RESERVES ; CAedb ro 4pp/v to
Credit Line B8 \Chec^to Apply to Cndit Line 159 MiAAwMOiV Availftb lity •
C»«c*{ ro 4/jpfy «o ^vo/i 121 BjOftR^ BR^ COMMENTS The undersigned hereby
represents mdwamnu toLiStllt Bialnen Credit, LLC that iheinfotmadonKt forth herein is inie and
comet as of ihe date made, ihat any AccamBReceivabkorlnvenloiy classified as “Eligible Accounts” or
“Eligible Inventory” conform in all respects to the respeclivedeUtions of “Eligible Accounf* and
“Eligible Lwentoy* as set forth in U* Loan and Secun\y Agreement (or similar agreement) cnleredinM
by aivilKt»’«iiUS«ll<! Business Crtdlt, LLC and the undersigned, as amended, modified «
suppleraauedftom time to time). * 1 ~ ~ “
a . ‘ ];-.[ | ___! Prepared By: Audurized
Signature 5 of 13



 



 









 








	 	 	 	 	 
	LaSalle Business Credit, a division of ABN AMRO Bank N.V.,
	 	 	 	 
	BORROWING BASE CERTIFICATE

	 	
	 	Client Name: Novelis Inc.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	            Currency Type	 	CDN$	 	NOVELISCAD	 	NOVELISUSD	 	Report No.	 	1	 	Report Date:	 	5/12/2004
	 
	Conversion Rate:

	 	 	0.9319	 	 	CAD
	 	USD
	 	CAD$
	 	USD$	 	 	 	 






     Inventory Ineligible detail



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CAD	 	 	USD	 	 	CAD$	 	 	USD$	 
	 	 	 
	 	 	INV01	 	 	INV01	 	 	TOTAL	 	 	TOTAL	 
	 	 	 
	Work in Process
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Packaging
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outside Processors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consignment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 







6 of 13











 









	LaSalle Business Credit, LLC BORROWINGBASE CERTIFICATE Client Name: Novelis UK Limited
Currency            EUROS £Pounds            Loan ID. NOVELISUK Report No. 1 Report Date: 5/12/2004
RATE 1.3335 1.9783 POUNDS $US            ACCOUNTS RECEIVABLE            A/R02 A/R03 TOTAL A Beginning
A/R Balance(From previous Report) Gross Sales (Invoices) Collateral Addition Net Collection (Wr.
LB Cash Rec’d @ LBCI) Collateral Subtraction Collateral Subtraction Non A/R Collections
Collateral Subtraction Discounts/Allowance discounts/Allowance Credit Memos Credit Memos (-)
Adjustments Monthly Aging (+/-) Adj. Asing(+/-) Adjustment (+/-) Other Adj (+/-) Adjustments (+/-)
Other Adj. (+/-) Non A/R Cash Non A/R Cash (+) Net Collateral Adj Ending Collateral Balance End
of Month A/R Ineligible is of. | Ineligible I Tmpomjhelleibl. _ ToUllndipble Eligible
:oUateral Admire Rate — Effective Adv. Rate UnappU d C«h — BduceiumPnvloiis Rqon Chsellmbriowto
MHWon inetalt aup jlied wk            Sibuoioii iKfcre**. l« I Netciaiig* Ui»fplMCMfcA4i. D ^V t«<«
CmrnaUiupplmlB.toccBtoCT ^^ Eligible. M.  Checku>Apply raSMW .A/R Limit ::’ ‘ ‘ KHJNDS:
m.;:”; ite;,—— ’ JSHil IRf :-;5 5 fWisw;?  —  :;c ‘iisvjji:1’ ‘ 1NV6* : ’:-BP»-
        .’ . MVW;:!::|: ‘i| 2 i;-“fii8S,.,.: ; Beg nning Inventory as of I
Purchases *i            Sales V’ End ng Inventory as of ,, Inel gibte Inventory ^ Elig ble
Inventory <j’. AdvinceRate *« C1«» kla Ti**WM*nM> C^ecktc Apply            jy,^ |*U**f tt*H]
UtMf-lstAldilk S/3ia007 GBOMnlAdUliM            CofclmlS*MiM
OR( ISS AVAILABILITY (A Othi r
Collateral (Eg) tx£>“BOVANCES \Rtvotytnilimtt /RAND INVENTORY) HCHfExt OraW
i            QUASAMEES AitvanceRate «ev            C Letter of Credit ««v |y ‘Letter of
Credit I Guai intees Total Reserves            LOANJAC JTVITY POUNDS EUROS
3egjnnmg Revolving Loan Balance tFitrnfmtaaRtpon) L Collictionj O Negi live Loan Adj. A
Advinces N. Loan Addition (UenAFmiid N«Cokoi» OdwLDMSA            LMBJU«:Rtqimt
(MaMtuuaO) !saMnlam> OtbwUMAdlttM            Ending! Re reiving Loan Balance IK,
TermLpn            Termljoai            RESERVES ‘.diecKto tpplv to Credit Une ] ‘ Check to 4pplv to
Credit Une            n M^AtMhMBr            aft. Availability Chechia ippfy to Avail.
FZ            BORROW BR’S COMMENTS            The undersigned hereby represents and warrants to LaSalle
Business Credit, LLC that the Information forth herein is true and correct as of the date made,that
any Accounts Receivable or Inventory classified as “Eligible Accounts” or “Eligible Inventory”
conform in all respects to the respective definitons of “Eligible Account” and “Eligible Inventory”
as set forth in the Loan and Security Agreement (or similar agreement) entered into by and between
LaSalle            Business Credit, LLC and the undersigned, as amended, modified or supplemented from
time to time).1 Prepared By: Authorized Signature NOVELISBLANK.xls-UK LBCI-V16(Kevtsed 10/03) 7 of
13





 









 








			
	LaSalle Business Credit, LLC

BORROWING BASE CERTIFICATE
	 	Client Name: Novelis UK Limited






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Currency	 	 	 	EUROS	 	£Pounds	 	Loan ID.	 	NOVELISUK	 	Report No.	 	1	 	Report Date:	 	5/12/2004
	 
	RATE
	 	 	 	1.3335
	 	1.9783
	 	POUNDS
	 	$US	 	 	 	 	 	 	 	 






Inventory Ineligible detail




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	POUNDS	 	 	$US	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	INV01	 	 	INV02	 	 	INV03	 	 	INV04	 	 	INV05	 
	 	 	 
	Work in Process
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Packaging
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outside Processors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consignment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 






8 of 13





 










 









	LaS die Business Credit, LLC BORROWING BASE CERTIFICATE Client Name: ACCOUNT RECEIVABLE
Beginning A/R Balance (From previous Report) Gross Sales (Invoices) Collateral Additiion
Net Collection (Wt. LB. Cash Collateral Subtraction Non A/R Collections Collateral
Subtraction Dicounts/Allowance Discount(-) Credit Memos Credit Memos(-) Adjustments
Monthly Aging (+/-) Adjustments (+/-) Other Adj. (+/-) Adjustment(+/-) Other Adj.(+/-) Non
A/R Cash Non A/R Cash(+) Net Collateral Adj. Ending Collateral Balance End of Month A/R
Ineligible Ineligible Temporary Ineligible Total Ineligible Eligible Collateral Advance
Rate — Effective Adv. Rate Unapplied Cash-Balance from Previous Report include unapplied
csh Net Change Adv Rate Eligible Check to Apply A/R Limit INVENTORY: Beginning lnventory
as of As of date Purchases Collateral Addition Sales Collateral Substraction Ending
Inventory as of Ineligible Inventory Eligible Inventory 0 Advance Rate Inventory Limit
GROSS AVAlLABILTY (A/R AND INVENTORY) Other Collateral Revolving Limit GUARANTEES Rev
Letter of Credit Rev Letter of Credit Guarantees Total Reserves LOAN ACTIVITY Beginning
Revolving Loan Balance (From Previous Report) Collections Negetive Loan Adj. Other Loan
Sub. A Advances Loan Addition (interest, Fees, and Other Adjustments) Ending Re ‘plying
Loan Balance guxMngHaii) TERM LOAN RESERVES Check to Apply to Credit Limit Min
Availability Check to 4pplv to Credit Line Availability Cheerio Apply to Avail BORROW BBS
COMMENTS made, that any Accounts Receivable or Inventory classified as “Eligible Accounts”
Eligible Inventory” conform of eligible Account” and “Eligible Inventory” as set forth in
the Loan and Security Agreement (or similar agreement Business Credit, LLC and the
undersgned, as amended, modified Prepared By:Authorized Signature NOVELISBLANK.xls-Swiss
LBCl-V16(Revised 10/03) 9 of 13





 









 





			
	 	 	 
	LaSalle Business Credit, LLC 

BORROWING BASE CERTIFICATE
	 	Client Name: Novelis AG






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	POUNDS	 	Euros	 	 	Loan ID.	 	 	NOVELIS AG	 	 	Report No.	 	 	1	 	 	Report Date:	 	 	5/12/2004	 
	 
	 	 	 	 	 	 	EUROS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL US$	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





     Inventory Ineligible detail



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	INV01	 	 	INV02	 	 	INV03	 	 	INV04	 	 	INV05	 
	 	 	 
	Work in Process
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Packaging
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outside Processors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consignment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 






10 of 13




 









 









	LaSalle Business Credit, LLC BORROWING BASE CERTIFICATE Client Name: NOVELIS AG Currency
Tyo ACCOUNTS RECEIVA BLE total Beginning A/R Balancer (From previous Report)
Gross Sales (Invoices) Coleteral Addition Net Collection (Wt. LB. Cash Rec’d @gi
Colleteral Subtraction «a6a»6S6ffl Non A/R Collections Collateral Subtraction
Discounts/Allowance Discount Credit Memos Credit Memos(-) Adjustments Monthly
Aging (+/-) Adj. Aging (+/-) Adjustments (+/-) Other Adj. (+/-) Adjustments (+/-) Other
Adj. (+/-) Non A/R Cash Non A/R Cash (+) Net Control Adj. Ending Collateral Balance
EndofMonft Ineligible as of Ineligible of: As of date Ineligible Temporary Ineligible
Total Inligible Eligible :Collateral Advance Rate — Effective Adv. Rate Unapplied
Cash-Balance from Previous Report Check box below to Addition include unapplied cash
subtractionmata. before Adv. Rate Net Change Adv Rate Current Unapplied Balance Balance
Eligible A/R Check to Apply ances A/R Limit Beginning Inventory as of As of date . I
Purchases Collateral Addition Sales Collateral Substraction Ending Inventory as of
Ineligible Inventory Eligible Inventory Advance Rate Inventory Limit Other Collateral (EQ)
(RE) or (SA) check to apply Revolving limit \ GUARANTEES Rev Letter of Credit Rev
(Lelter of Credit Guarantees Total Reserves LOAN ACTIVITY Beginning Revolving Loan Balance
(From Previous Report) Collections Net Collection Ending Revolving Loan Balance (Revolving
Loan) Term loan Term loan Check to Apply to Credit (Check to Apply to Credit Loan
Availability Check to Apply to Availability BORROWEER’S COMMENTS The urndersigned hereby
represents and warrant to LaSalle Business Credit, LLC that the information made, that any
Accounts Receivable or Inventory classified as Eligible Accounts” or Eligible Inventor
conform in all respects to the respective definitions of “Eligible Account” and “Eligible
Inventories as set forth in the and Security Agreement (or similar agreement) Business
Credit, LLC and the undersigned, as amended, modified supplemented from 1 Prepared By:
Authorized Signature NOVBELISBLANK.xls-Swing

LBCI-ri6(Revised 10/03) 11 of 13





 









 





			
	 	 	 
	LaSalle Business Credit, LLC 

BORROWING BASE CERTIFICATE
	 	Client Name: NOVELIS AG






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Currency Type:	 	Francs	 	 	Loan ID.	 	 	NOVELISAG	 	 	Report No.	 	 	1	 	 	Report Date:	 	 	5/12/2004	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





     Inventory Ineligible detail



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	RM	 	 	WIP	 	 	FG	 	 	 	 	 	 	 
	 	 	 
	 	 	INV01	 	 	INV02	 	 	INV03	 	 	INV04	 	 	INV05	 
	 	 	 
	Work in Process
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplies
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Packaging
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Outside Processors
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consignment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	Total Ineligibles
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 






12 of 13





 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	Comp 1	 	Comp 2	 	 	Comp 3	 	 	Comp 4	 	 	Comp 5	 	 	Total	 
	A/R
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INV
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rev
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 





EXHIBIT S




Form of

REVOLVING CREDIT FACILITY

COLLATERAL AGENT APPOINTMENT LETTER




[See attached]




EXHIBIT S-1









 





[Form of]

Revolving Credit Facility Collateral Agent Appointment Letter




[DATE]




LaSalle Business Credit, LLC

135 South LaSalle Street, Suite 425

Chicago, IL 60603

Attention: Account Officer




Re:    Novelis Treasury Services Agreements




Dear Sir or Madam:




     Reference
is made to that certain Credit Agreement, dated as of July 6, 2007 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act
(the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S.
Borrower” and, collectively, the “Initial U.S.
Borrowers”), NOVELIS UK LTD, a limited liability
company incorporated under the laws of England and Wales with
registered number 00279596 (the “U.K.
Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the
“Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K.
Borrower, the “Borrowers”), AV ALUMINUM INC., a corporation formed under the Canada Business
Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not
defined herein having the meaning given to it in the Credit Agreement), the Lenders, ABN AMRO BANK
N.V., as U.S./European Issuing Bank, ABN AMRO BANK N.V., acting through its Canadian branch, as
Canadian Issuing Bank, ABN AMRO BANK N.V., as U.S. Swingline Lender, ABN AMRO BANK N.V., as
Administrative Agent, LASALLE BUSINESS CREDIT, LLC as Collateral Agent, LASALLE BUSINESS CREDIT,
LLC as Funding Agent, UBS SECURITIES LLC, as Syndication Agent, BANK
OF AMERICA, N.A., NATIONAL CITY
BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as Documentation Agents, ABN AMRO BANK
N.V., acting through its Canadian branch, as Canadian Funding Agent, ABN AMRO BANK N.V., acting
through its Canadian branch, as Canadian Administrative Agent, and ABN AMRO INCORPORATED and UBS
SECURITIES LLC, as Arrangers. Each of the undersigned hereby acknowledge that as of the date
hereof, [NAME OF TREASURY SERVICES PROVIDER], is [a Lender] [an Arranger] [an Agent] [an Affiliate
of a Lender] [an Affiliate of an Arranger] [an Affiliate of an Agent] (i) with an investment grade
credit rating with respect to its unsecured debt or liabilities from Moody’s and S&P or (ii)
otherwise approved by the Funding Agent.



     [NAME OF TREASURY SERVICES PROVIDER] and [NAME OF LOAN PARTY] [entered into on or prior to
the Closing Date] [and] [desire to enter into on or following the date hereof,] Treasury Services
Agreements that are permitted under the terms of the Credit Agreement (any such Treasury Services
Agreements [entered into on or prior to the Closing Date] [or] [entered into while [NAME OF
TREASURY SERVICES PROVIDER] is [a Lender] [an Arranger] [an Agent] [an Affiliate of a Lender] [an
Affiliate of an Arranger] [an Affiliate of an Agent] being referred to herein as the



 









 





LaSalle Business Credit, LLC

[DATE]

Page 2



“Secured Treasury Services Agreements”), pursuant to which [NAME OF TREASURY SERVICES
PROVIDER] is providing services (in such capacity under the Secured Treasury Services Agreements,
the “Treasury Services Provider”) to [NAME OF LOAN PARTY]. Treasury Services Provider
desires to appoint Collateral Agent as its agent under the applicable Loan Documents and to become
a Secured Party under the applicable Loan Documents.




     Treasury Services Provider hereby appoints Collateral Agent as its agent, and Collateral
Agent hereby accepts such appointment as Treasury Services Provider’s agent, under the applicable
Loan Documents. Treasury Services Provider hereby agrees to be bound by the provisions of (i)
Sections 10.03 and 10.09 of the Credit Agreement, (ii) the Intercreditor Agreement
and (iii) the Security Documents, in each case, as if it were a Lender.



     Upon execution of this letter agreement by each of Collateral Agent and Treasury Services
Provider, Treasury Services Provider shall be a Secured Party, and the obligations of [NAME OF
LOAN PARTY] under the Secured Treasury Services Agreements shall be Secured Obligations, under
each applicable Loan Document (in each case, subject to the terms thereof).



     This letter agreement may not be amended or any provision hereof waived or modified except by
an instrument in writing signed by each of the parties hereto. This letter agreement may be
executed in any number of counterparts, each of which shall be an original and all of which, when
taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature
page of this letter agreement by facsimile or electronic image scan (e.g. PDF) transmission shall
be effective as delivery of a manually executed counterpart hereof.



     This letter agreement shall be construed in accordance with and governed by the law of the
State of New York, without regard to conflicts of law principles that would require the application
of the laws of another jurisdiction.



	 	 	 	 	 
	 	Very truly yours,




[NAME OF TREASURY SERVICES PROVIDER]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED AND AGREED TO

THIS                    
DAY OF                     , 20     :




	 	 	 	 	 
	 	LASALLE BUSINESS CREDIT, LLC, 
as
Collateral Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title: