exv4w5






Exhibit 4.5




SUPPLEMENTAL INDENTURE



     This Supplemental Indenture, dated as of December 15, 2010 (this “SUPPLEMENTAL INDENTURE” or
“GUARANTEE”), among Novelis North America Holdings Inc. and Novelis Acquisitions LLC (each a “NEW
SUBSIDIARY GUARANTOR”), Novelis Inc. (together with its successors and assigns, the “COMPANY” or
the “ISSUER”), and The Bank of New York Mellon Trust Company N.A. (formerly the Bank of New York
Trust Company, N.A.), as Trustee under the Indenture referred to below.



WITNESSETH:



     WHEREAS, the Issuer, certain of its affiliates as Subsidiary Guarantors (the “SUBSIDIARY
GUARANTORS”) and the Trustee have heretofore executed and delivered an Indenture, dated as of
February 3, 2005 (as amended, supplemented, waived or otherwise modified, the “INDENTURE”),
providing for the issuance of Notes of the Issuer (the “NOTES”);



     WHEREAS, Section 4.18 of the Indenture provides that the Company is required to cause each new
Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to
which such new Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis
with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if
any, and interest on the Notes on a senior basis; and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized
to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without
the consent of any Holder;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the
Issuer, and the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders as follows:



ARTICLE I



DEFINITIONS



     SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in
the Indenture or in the preamble or recital hereto are used herein as therein defined, except that
the term “HOLDERS” in this Supplemental Indenture shall refer to the term “HOLDERS” as defined in
the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.



 









 





ARTICLE II




AGREEMENT TO BE BOUND; GUARANTEE



     SECTION 2.1 Agreement to be Bound. Each New Subsidiary Guarantor hereby becomes a
party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be
subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
Each New Subsidiary Guarantor agrees to be bound by all of the provisions of the Indenture
applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture.



     SECTION 2.2 Guarantee. Each New Subsidiary Guarantor agrees, on a joint and several
basis with all the existing and future Subsidiary Guarantors, to fully, unconditionally and
irrevocably guarantee to each Holder and the Trustee the Obligations on a senior basis as provided
in Article 10 of the Indenture, (a) the due and punctual payment of the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue principal and premium,
if any, and, to the extent permitted by law, interest and Special Interest, if any, and the due and
punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of each New Subsidiary Guarantor to the
Holders, in its capacity as such, of Notes and to the Trustee pursuant to the Guarantee and the
Indenture are expressly set forth in the Indenture, including Article 10 and Schedule A thereto,
and reference is hereby made to the Indenture for the precise terms and any limitations of the
Guarantee. This Guarantee is subject to release as and to the extent set forth in Sections 8.02,
8.03 and 10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shall
be bound by such provisions. Capitalized terms used herein and not defined are used herein as so
defined in the Indenture.



ARTICLE III



MISCELLANEOUS



     SECTION 3.1 Notices. All notices and other communications to each New Subsidiary
Guarantor shall be given as provided in the Indenture for the existing Subsidiary Guarantors.



     SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be
construed to give any Person, firm or corporation, other than the Holders and the Trustee, any
legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.



 









 





     SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 3.4 Severability Clause. In case any provision in this Supplemental
Indenture shall 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; and the
invalidity of a particular provision in a particular jurisdictions shall not invalidate such
provision in any other jurisdiction.



     SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this Supplemental Indenture.



     SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute one and the same agreement.



     SECTION 3.7 Headings. The headings of the Articles and the sections in this
Supplemental Indenture are for convenience of reference only, are not part of this Supplemental
Indenture and shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



[Signature page follows]



 









 





	 	 	 	 	 
	 	COMPANY:



NOVELIS INC.

 	 
	 	By:  	/s/ Leslie J. Parrette, Jr.
 	 
	 	 	Name:  	Leslie J. Parrette, Jr. 	 
	 	 	Title:  	Senior Vice President, General Counsel 	 
	 
	 	NEW SUBSIDIARY GUARANTORS:



NOVELIS NORTH AMERICA HOLDINGS INC.

 	 
	 	By:  	/s/ Nichole A. Robinson
 	 
	 	 	Name:  	Nichole A. Robinson 	 
	 	 	Title:  	Secretary 	 
	 
	 	NOVELIS ACQUISITIONS LLC

 	 
	 	By:  	/s/ Nichole A. Robinson
 	 
	 	 	Name:  	Nichole A. Robinson 	 
	 	 	Title:  	Secretary 	 
	 
	 	
TRUSTEE:



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Lee Ann Willis
 	 
	 	 	Name:  	Lee Ann Willis 	 
	 	 	Title:  	Senior Associate