exv10w1






Exhibit 10.1




EXECUTION VERSION




$800,000,000



CREDIT AGREEMENT



dated as of December 17, 2010,



among



NOVELIS INC.,

as Parent Borrower,



NOVELIS CORPORATION

as U.S. Borrower,



THE OTHER U.S. SUBSIDIARIES OF PARENT BORROWER

PARTY HERETO AS U.S. BORROWERS,



NOVELIS UK LTD,

as U.K. Borrower,



NOVELIS AG,

as Swiss Borrower,



AV METALS INC.,



THE OTHER GUARANTORS PARTY HERETO,



THE LENDERS PARTY HERETO,



BANK OF AMERICA, N.A.,

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



THE ROYAL BANK OF SCOTLAND PLC,

as European Swingline Lender,



and



CITIBANK, N.A.,

JPMORGAN CHASE BANK, N.A.,

THE ROYAL BANK OF SCOTLAND PLC,

UBS SECURITIES LLC

as Co-Syndication Agents,



 




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Lead Arranger



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES LLC

RBS SECURITIES INC.

UBS SECURITIES LLC

as Joint Bookmanagers













 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.01 Defined Terms

	 	 	1	 
	SECTION 1.02 Classification of Loans and Borrowings

	 	 	90	 
	SECTION 1.03 Terms Generally; Alternate Currency Transaction

	 	 	91	 
	SECTION 1.04 Accounting Terms; GAAP

	 	 	92	 
	SECTION 1.05 Resolution of Drafting Ambiguities

	 	 	93	 
	SECTION 1.06 Pro Forma Calculations

	 	 	93	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	THE CREDITS
	 	 	 	 
	SECTION 2.01 Commitments

	 	 	93	 
	SECTION 2.02 Loans

	 	 	96	 
	SECTION 2.03 Borrowing Procedure

	 	 	97	 
	SECTION 2.04 Evidence of Debt

	 	 	99	 
	SECTION 2.05 Fees

	 	 	101	 
	SECTION 2.06 Interest on Loans

	 	 	102	 
	SECTION 2.07 Termination and Reduction of Commitments

	 	 	104	 
	SECTION 2.08 Interest Elections

	 	 	105	 
	SECTION 2.09 [intentionally omitted]

	 	 	106	 
	SECTION 2.10 Optional and Mandatory Prepayments of Loans

	 	 	106	 
	SECTION 2.11 Alternate Rate of Interest

	 	 	110	 
	SECTION 2.12 Yield Protection; Change in Law Generally

	 	 	110	 
	SECTION 2.13 Breakage Payments

	 	 	113	 
	SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs

	 	 	114	 
	SECTION 2.15 Taxes

	 	 	116	 
	SECTION 2.16 Mitigation Obligations; Replacement of Lenders

	 	 	123	 
	SECTION 2.17 Swingline Loans

	 	 	124	 
	SECTION 2.18 Letters of Credit

	 	 	127	 
	SECTION 2.19 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest
	 	 	133	 
	SECTION 2.20 [intentionally omitted]

	 	 	134	 
	SECTION 2.21 Representation to Swiss Borrower

	 	 	134	 
	SECTION 2.22 Blocked Loan Parties

	 	 	135	 
	SECTION 2.23 Increase in Commitments

	 	 	135	 






i









 







	 	 	 	 	 
	 	 	Page
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	SECTION 3.01 Organization; Powers

	 	 	137	 
	SECTION 3.02 Authorization; Enforceability

	 	 	137	 
	SECTION 3.03 No Conflicts

	 	 	138	 
	SECTION 3.04 Financial Statements; Projections

	 	 	138	 
	SECTION 3.05 Properties

	 	 	139	 
	SECTION 3.06 Intellectual Property

	 	 	140	 
	SECTION 3.07 Equity Interests and Subsidiaries

	 	 	141	 
	SECTION 3.08 Litigation; Compliance with Laws

	 	 	141	 
	SECTION 3.09 Agreements

	 	 	142	 
	SECTION 3.10 Federal Reserve Regulations

	 	 	142	 
	SECTION 3.11 Investment Company Act

	 	 	142	 
	SECTION 3.12 Use of Proceeds

	 	 	142	 
	SECTION 3.13 Taxes

	 	 	142	 
	SECTION 3.14 No Material Misstatements

	 	 	143	 
	SECTION 3.15 Labor Matters

	 	 	143	 
	SECTION 3.16 Solvency

	 	 	143	 
	SECTION 3.17 Employee Benefit Plans

	 	 	144	 
	SECTION 3.18 Environmental Matters

	 	 	145	 
	SECTION 3.19 Insurance

	 	 	146	 
	SECTION 3.20 Security Documents

	 	 	146	 
	SECTION 3.21 Material Indebtedness Documents

	 	 	150	 
	SECTION 3.22 Anti-Terrorism Law

	 	 	150	 
	SECTION 3.23 Joint Enterprise

	 	 	151	 
	SECTION 3.24 Location of Material Inventory and Equipment

	 	 	151	 
	SECTION 3.25 Accuracy of Borrowing Base

	 	 	151	 
	SECTION 3.26 Senior Notes; Material Indebtedness

	 	 	152	 
	SECTION 3.27 Centre of Main Interests and Establishments

	 	 	152	 
	SECTION 3.28 Holding and Dormant Companies

	 	 	152	 
	SECTION 3.29 Certain Subsidiaries

	 	 	152	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	CONDITIONS TO CREDIT EXTENSIONS
	 	 	 	 
	SECTION 4.01 Conditions to Initial Credit Extension

	 	 	153	 
	SECTION 4.02 Conditions to All Credit Extensions

	 	 	161	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	AFFIRMATIVE COVENANTS
	 	 	 	 
	SECTION 5.01 Financial Statements, Reports, etc.

	 	 	162	 
	SECTION 5.02 Litigation and Other Notices

	 	 	165	 






ii









 






	 	 	 	 	 
	 	 	Page
	SECTION 5.03 Existence; Businesses and Properties

	 	 	166	 
	SECTION 5.04 Insurance

	 	 	166	 
	SECTION 5.05 Taxes

	 	 	168	 
	SECTION 5.06 Employee Benefits

	 	 	168	 
	SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual
Meetings; Field Examinations and Appraisals  


SECTION 5.08 Use of Proceeds

	 	 	169

170	 
	SECTION 5.09 Compliance with Environmental Laws; Environmental Reports

	 	 	170	 
	SECTION 5.10 Indenture Permitted Debt

	 	 	170	 
	SECTION 5.11 Additional Collateral; Additional Guarantors

	 	 	170	 
	SECTION 5.12 Security Interests; Further Assurances

	 	 	173	 
	SECTION 5.13 Information Regarding Collateral

	 	 	174	 
	SECTION 5.14 Affirmative Covenants with Respect to Leases

	 	 	175	 
	SECTION 5.15 Ten Non-Bank Regulations and Twenty Non-Bank Regulations

	 	 	175	 
	SECTION 5.16 Post-Closing Covenants

	 	 	175	 
	SECTION 5.17 Designation of Subsidiaries

	 	 	175	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	NEGATIVE COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 6.01 Indebtedness

	 	 	176	 
	SECTION 6.02 Liens

	 	 	182	 
	SECTION 6.03 Sale and Leaseback Transactions

	 	 	186	 
	SECTION 6.04 Investments, Loan and Advances

	 	 	186	 
	SECTION 6.05 Mergers, Amalgamations and Consolidations

	 	 	189	 
	SECTION 6.06 Asset Sales

	 	 	191	 
	SECTION 6.07 Cash Pooling Arrangements

	 	 	194	 
	SECTION 6.08 Dividends

	 	 	194	 
	SECTION 6.09 Transactions with Affiliates

	 	 	196	 
	SECTION 6.10 Minimum Consolidated Fixed Charge Coverage Ratio

	 	 	197	 
	SECTION 6.11 Prepayments of Other Indebtedness; Modifications of
Organizational Documents and Other Documents, etc. 


SECTION 6.12 Limitation on Certain Restrictions on Subsidiaries

	 	 	197

198	 
	SECTION 6.13 Issuance of Disqualified Capital Stock

	 	 	199	 
	SECTION 6.14 Parent Borrower

	 	 	200	 
	SECTION 6.15 Business

	 	 	200	 
	SECTION 6.16 Limitation on Accounting Changes

	 	 	200	 
	SECTION 6.17 Fiscal Year

	 	 	200	 
	SECTION 6.18 Margin Rules

	 	 	200	 
	SECTION 6.19 No Further Negative Pledge

	 	 	201	 
	SECTION 6.20 Anti-Terrorism Law; Anti-Money Laundering

	 	 	201	 
	SECTION 6.21 Embargoed Persons

	 	 	202	 
	SECTION 6.22 Forward Share Sale Agreement and Support Agreement

	 	 	202	 






iii









 






	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	GUARANTEE
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.01 The Guarantee

	 	 	202	 
	SECTION 7.02 Obligations Unconditional

	 	 	203	 
	SECTION 7.03 Reinstatement

	 	 	204	 
	SECTION 7.04 Subrogation; Subordination

	 	 	204	 
	SECTION 7.05 Remedies

	 	 	205	 
	SECTION 7.06 Instrument for the Payment of Money

	 	 	205	 
	SECTION 7.07 Continuing Guarantee

	 	 	205	 
	SECTION 7.08 General Limitation on Guarantee Obligations

	 	 	205	 
	SECTION 7.09 Release of Guarantors

	 	 	205	 
	SECTION 7.10 Certain Tax Matters

	 	 	206	 
	SECTION 7.11 German Guarantor

	 	 	207	 
	SECTION 7.12 Swiss Guarantors

	 	 	209	 
	SECTION 7.13 Irish Guarantor

	 	 	210	 
	SECTION 7.14 Brazilian Guarantor

	 	 	210	 
	SECTION 7.15 French Guarantor

	 	 	210	 
	SECTION 7.16 Luxembourg Guarantor

	 	 	211	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	EVENTS OF DEFAULT
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.01 Events of Default

	 	 	212	 
	SECTION 8.02 Rescission

	 	 	215	 
	SECTION 8.03 Application of Proceeds

	 	 	216	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	COLLATERAL ACCOUNT; COLLATERAL MONITORING; APPLICATION OF COLLATERAL PROCEEDS
	 	 	 	 
	 
	 	 	 	 
	SECTION 9.01 Accounts; Cash Management

	 	 	217	 
	SECTION 9.02 Administration of Inventory and Accounts

	 	 	220	 
	SECTION 9.03 Borrowing Base-Related Reports

	 	 	222	 
	SECTION 9.04 Rescission of Activation Notice

	 	 	223	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
	 	 	 	 
	 
	 	 	 	 
	SECTION 10.01 Appointment, Authority and Duties of Agents

	 	 	223	 
	SECTION 10.02 Agreements Regarding Collateral and Field Examination Reports

	 	 	225	 
	SECTION 10.03 Reliance by Agents

	 	 	226	 
	SECTION 10.04 Action Upon Default

	 	 	226	 






iv









 






	 	 	 	 	 
	 	 	Page
	SECTION 10.05 Indemnification of Agent Indemnitees

	 	 	226	 
	SECTION 10.06 Limitation on Responsibilities of Agents

	 	 	227	 
	SECTION 10.07 Successor Agents and Co-Agents

	 	 	227	 
	SECTION 10.08 Due Diligence and Non-Reliance

	 	 	228	 
	SECTION 10.09 Remittance of Payments and Collections

	 	 	228	 
	SECTION 10.10 Agent in its Individual Capacity

	 	 	229	 
	SECTION 10.11 Agent Titles

	 	 	229	 
	SECTION 10.12 Bank Product Providers

	 	 	229	 
	SECTION 10.13 No Third Party Beneficiaries

	 	 	230	 
	SECTION 10.14 Release

	 	 	230	 
	SECTION 10.15 Acknowledgment of Security Trust Deed

	 	 	230	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	SECTION 11.01 Notices

	 	 	230	 
	SECTION 11.02 Waivers; Amendment

	 	 	234	 
	SECTION 11.03 Expenses; Indemnity; Damage Waiver

	 	 	239	 
	SECTION 11.04 Successors and Assigns

	 	 	240	 
	SECTION 11.05 Survival of Agreement

	 	 	244	 
	SECTION 11.06 Counterparts; Integration; Effectiveness

	 	 	244	 
	SECTION 11.07 Severability

	 	 	244	 
	SECTION 11.08 Right of Setoff

	 	 	245	 
	SECTION 11.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
	 	 	245	 
	SECTION 11.10 WAIVER OF JURY TRIAL

	 	 	246	 
	SECTION 11.11 Headings

	 	 	247	 
	SECTION 11.12 Treatment of Certain Information; Confidentiality

	 	 	247	 
	SECTION 11.13 USA PATRIOT Act Notice

	 	 	248	 
	SECTION 11.14 Interest Rate Limitation

	 	 	248	 
	SECTION 11.15 [intentionally omitted]

	 	 	248	 
	SECTION 11.16 Obligations Absolute

	 	 	248	 
	SECTION 11.17 Intercreditor Agreement

	 	 	249	 
	SECTION 11.18 Judgment Currency

	 	 	249	 
	SECTION 11.19 Euro

	 	 	249	 
	SECTION 11.20 Special Provisions Relating to Currencies Other Than Dollars

	 	 	250	 
	SECTION 11.21 Abstract Acknowledgment of Indebtedness and Joint Creditorship

	 	 	250	 
	SECTION 11.22 Special Appointment of Collateral Agent for German Security

	 	 	251	 
	SECTION 11.23 Special Appointment of Administrative Agent in Relation to South Korea;
Certain Lock-Up or Listing Agreements


	 	 	252	 
	
SECTION 11.24 Special Appointment of French Collateral Agent in Relation to France

	 	 	
253	 
	SECTION 11.25 Swiss Tax Ruling

	 	 	254	 
	SECTION 11.26 Designation of Collateral Agent under Civil Code of Quebec

	 	 	254	 
	SECTION 11.27 Maximum Liability

	 	 	254	 
	SECTION 11.28 NO ORAL AGREEMENT

	 	 	255	 
	SECTION 11.29 Performance of Borrowers’ Obligations

	 	 	255	 






v









 






	 	 	 	 	 
	 	 	Page
	SECTION 11.30 Credit Inquiries

	 	 	255	 
	SECTION 11.31 Relationship with Lenders

	 	 	255	 
	SECTION 11.32 No Advisory or Fiduciary Responsibility

	 	 	255	 
	SECTION 11.33 Marshaling; Payments Set Aside

	 	 	256	 
	SECTION 11.34 One Obligation

	 	 	256	 






vi









 






	 	 	 

	ANNEXES
	 	 
	Annex I
	 	Revolving Commitments
	Annex II
	 	Applicable Margin
	Annex III
	 	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)
	 	Excluded Subsidiaries
	Schedule 1.01(g)
	 	Joint Venture Subsidiaries
	Schedule 1.01(h)
	 	Agent’s Account
	Schedule 2.18(a)
	 	Existing Letters of Credit
	Schedule 2.18(b)
	 	Existing Commerzbank Letters of Credit
	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
	 	Material Documents
	Schedule 3.24
	 	Location of Material Inventory
	Schedule 4.01(g)
	 	Local and Foreign Counsel
	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 Borrowing Base Certificate
	Exhibit J
	 	Form of Mortgage
	Exhibit K-1
	 	Form of Revolving Note
	Exhibit K-2
	 	Form of European Swingline Note
	Exhibit L-1
	 	Form of Perfection Certificate






vii









 






	 	 	 

	Exhibit L-2
	 	Form of Perfection Certificate Supplement
	Exhibit M-1
	 	Form of U.S. Security Agreements
	Exhibit M-2
	 	Form of Canadian Security Agreements
	Exhibit M-3
	 	Form of U.K. Security Agreements
	Exhibit M-4
	 	Form of Swiss Security Agreements
	Exhibit M-5
	 	Form of German Security Agreements
	Exhibit M-6
	 	Form of Irish Security Agreements
	Exhibit M-7
	 	Form of Brazilian Security Agreements
	Exhibit M-8
	 	Form of Luxembourg Security Agreements
	Exhibit M-9
	 	Form of Madeira Security Agreements
	Exhibit M-10
	 	Form of French Security Agreements
	Exhibit N
	 	Form of Opinion of Company Counsel
	Exhibit O
	 	Form of Solvency Certificate
	Exhibit P
	 	Form of Intercompany Note







viii











 





CREDIT AGREEMENT




     This CREDIT AGREEMENT (this “Agreement”), dated as of December 17, 2010, is among NOVELIS
INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”),
NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent 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 Parent Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV METALS 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, BANK OF AMERICA, N.A., as Issuing Bank, BANK OF AMERICA, N.A., as
U.S. swingline lender (in such capacity, “U.S. Swingline Lender”), BANK OF AMERICA, N.A., as
administrative agent (in such capacity, “Administrative Agent”) for the Secured Parties and each
Issuing Bank, BANK OF AMERICA, N.A., as collateral agent (in such capacity, “Collateral Agent”) for
the Secured Parties and each Issuing Bank, and THE ROYAL BANK OF SCOTLAND PLC, as European
swingline lender (in such capacity, “European Swingline Lender”).



WITNESSETH:




     Borrowers have requested that Lenders provide a credit facility to Borrowers to finance the
mutual and collective business enterprise of the Loan Parties. Lenders are willing to provide the
credit facility on the terms and conditions set forth in this Agreement.



     NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties 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:




     “Accepting Lenders” shall have the meaning assigned to such term in Section 11.02(g).



     “Account Debtor” shall mean, “Account Debtor,” as such term is defined in the UCC.



     “Accounts” shall mean all “accounts,” as such term is defined in the UCC, in which such Person
now or hereafter has rights.



     “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 (other than a Person that is a



 









 




Restricted Subsidiary on the Closing Date), (b) acquisition of in excess of 50% of the Equity
Interests of any Person or otherwise causing a person to become a Restricted Subsidiary of the
acquiring Person (other than in connection with the formation or creation of a Restricted
Subsidiary of the Parent Borrower by any Company), or (c) merger, consolidation or amalgamation,
whereby a person becomes a Restricted Subsidiary of the acquiring person, or any other
consolidation with any Person, whereby a Person becomes a Restricted Subsidiary of the acquiring
Person.




     “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 U.S. GAAP at the time of such sale to be established in respect thereof by Holdings, the
Parent Borrower or any of its Restricted Subsidiaries.



     “Act” shall have the meaning assigned to such term in Section 11.13.



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



     “Additional Lender” shall have the meaning assigned to such term in Section 2.23(a).



     “Additional Senior Secured Indebtedness” shall mean any Indebtedness incurred in reliance of
Section 6.01(u).



     “Additional Senior Secured Indebtedness Documents” shall mean all documents executed and
delivered with respect to the Additional Senior Secured Indebtedness or delivered in connection
therewith.



     “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 Administrative 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 Administrative 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



2









 




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.



     “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 10% of the voting power of the total outstanding Voting Stock
of the person specified or (ii) any person that is an executive officer or director of the person
specified.



     “Agent Indemnitees” shall mean the Agents (and any sub-agent thereof) and their officers,
directors, employees, Affiliates, agents and attorneys.



     “Agent Professionals” shall mean attorneys, accountants, appraisers, auditors, business
valuation experts, environmental engineers or consultants, turnaround consultants, and other
professionals and experts retained by any Agent.



     “Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean
either of them.



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



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



     “Alternate Currency” shall mean each of euros and GBP 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.



3









 





     “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 Administrative 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 Administrative Agent, such Applicable European Jurisdictions,
as may be approved by the Administrative Agent.



     “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 Administrative 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
March 31, 2011, a rate equal to 0.625% per annum and (ii) thereafter, the Applicable Fee shall be
adjusted on each Adjustment Date (as defined below) as follows: if the average daily aggregate
utilized amount of the Revolving Commitments of the Lenders for the immediately preceding fiscal
quarter was (A) greater than 67% of the average daily aggregate amount of the Lenders’ Revolving
Commitments during such preceding fiscal quarter, a rate equal to 0.375% per annum, (B) greater
than 33% and less than or equal to 67% of the average daily aggregate amount of the Lenders’
Revolving Commitments during such preceding fiscal quarter, a rate equal to 0.50% per annum, and
(C) less than or equal to 33% of the average daily aggregate amount of the Lenders’ Revolving
Commitments during such fiscal quarter, a rate equal to 0.625% per annum. Each change in the
Applicable Fee shall be effective as of the first day of each fiscal quarter during the term hereof
commencing April 1, 2011 (each such date, an “Adjustment Date”). 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 Law” shall mean all laws, rules, regulations and legally binding governmental
guidelines applicable to the Person, conduct, transaction, agreement or matter in question,
including all applicable statutory law, common law and equitable principles, and all provisions of
constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental
Authorities.



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



4









 





     “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 II 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.



     “Arranger” shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead arranger.



     “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 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,
the Parent Borrower or any of its Restricted Subsidiaries, or (b) any issuance of any Equity
Interests of any Restricted Subsidiary of the Parent Borrower.



     “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 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 Administrative Agent, in substantially the form of Exhibit
B, or any other form approved by the Administrative 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).



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



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



5









 





     “Availability Conditions” shall mean that, with respect to any Proposed Transaction, each of
the following conditions are satisfied, as applicable:



     (a) both immediately prior to and after giving effect to such Proposed Transaction, no Default
shall have occurred and be continuing; and



     (b) when used with regard to Section 6.08 (Dividends), immediately after
giving effect to such Proposed Transaction, (i)(A) Excess Availability on the date such Proposed
Transaction is consummated and (B) average daily Excess Availability for the 30 day period
immediately preceding such Proposed Transaction (assuming such Proposed Transaction occurred on the
first day of such 30 day period), in each case is greater than or equal to the greater of
$280,000,000 and 35% of the Total Revolving Commitment or (ii)(A)(1) Excess Availability on the
date such Proposed Transaction is consummated and (2) average daily Excess Availability for the 30
day period immediately preceding such Proposed Transaction (assuming such Proposed Transaction
occurred on the first day of such 30 day period), in each case is greater than or equal to the
greater of $200,000,000 and 25% of the Total Revolving Commitment and (B) the Consolidated Fixed
Charge Coverage Ratio as of the end of the most recent fiscal quarter (on a trailing four quarter
basis, on a Pro Forma Basis after giving effect to each such Proposed Transaction as if such
Proposed Transaction occurred on the first day of the most recently ended fiscal quarter for which
financial statements have been delivered pursuant to Section 5.01(a) and (b)) shall
not be less than 1.1 to 1.0; or



     (c) when used with regard to Section 6.11 (Prepayments of other Indebtedness,
etc.), immediately after giving effect to such Proposed Transaction, (i)(A) Excess Availability
on the date such Proposed Transaction is consummated and (B) average daily Excess Availability for
the 30 day period immediately preceding such Proposed Transaction (assuming such Proposed
Transaction occurred on the first day of such 30 day period), in each case is greater than or equal
to the greater of $200,000,000 and 25% of the Total Revolving Commitment or (ii)(A)(1) Excess
Availability on the date such Proposed Transaction is consummated and (2) average daily Excess
Availability for the 30 day period immediately preceding such Proposed Transaction (assuming such
Proposed Transaction occurred on the first day of such 30 day period), in each case is greater than
or equal to the greater of $160,000,000 and 20% of the Total Revolving Commitment and (B) the
Consolidated Fixed Charge Coverage Ratio as of the end of the most recent fiscal quarter (on a
trailing four quarter basis, on a Pro Forma Basis after giving effect to each such Proposed
Transaction as if such Proposed Transaction occurred on the first day of the most recently ended
fiscal quarter for which financial statements have been delivered pursuant to Section
5.01(a) and (b)) shall not be less than 1.1 to 1.0; or



     (d) for all other Proposed Transactions, immediately after giving effect to such Proposed
Transaction, (i)(A) Excess Availability on the date such Proposed Transaction is consummated and
(B) average daily Excess Availability for the 30 day period immediately preceding such Proposed
Transaction (assuming such Proposed Transaction occurred on the first day of such 30 day period),
in each case is greater than or equal to the greater of $240,000,000 and 30% of the Total Revolving
Commitment or (ii)(A)(1) Excess Availability on the date such Proposed Transaction is consummated
and (2) average daily Excess Availability for the 30 day period immediately preceding such Proposed
Transaction (assuming such Proposed Transaction occurred on the first day of such 30 day period),
in each case is greater than or equal to the



6









 




greater of $160,000,000 and 20% of the Total Revolving Commitment and (B) the Consolidated
Fixed Charge Coverage Ratio as of the end of the most recent fiscal quarter (on a trailing four
quarter basis, on a Pro Forma Basis after giving effect to each such Proposed Transaction as if
such Proposed Transaction occurred on the first day of the most recently ended fiscal quarter for
which financial statements have been delivered pursuant to Section 5.01(a) and (b))
shall not be less than 1.1 to 1.0; and




     (e) in each case, prior to undertaking any Proposed Transaction involving (i) payment of a
Dividend of $25,000,000 or more or (ii) any payment (or transfer of property having a fair market
value) of $100,000,000 or more, the Loan Parties shall deliver to the Administrative Agent an
Officer’s Certificate demonstrating in reasonable details the satisfaction of the conditions
contained in clause (b), (c) or (d) above, as applicable.



     “Availability Reserve” shall mean reserves established from time to time by the Administrative
Agent pursuant to Section 2.01(d) or otherwise in accordance with this Agreement, with
respect to potential cash liabilities of the Borrowers and Borrowing Base Guarantors, costs,
expenses or other amounts that may be charged against the Revolving Credit Priority Collateral
prior to payment of the Obligations, and including reserves of the type described in clauses (i),
(ii), (iii), (v) and (vi) of Section 2.01(d).



     “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 Administrative Agent on or prior to such day). Average
Quarterly Excess Availability shall be calculated by the Administrative Agent and such calculations
shall be presumed to be correct, absent manifest error.



     “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.



     “Bank of America” shall mean Bank of America, N.A., a national banking association, and its
successors.



     “Bank of America Indemnitees” shall mean Bank of America and its officers, directors,
employees, Affiliates, agents and attorneys.



     “Bank Product” shall mean any of the following products, services or facilities extended to
any Company by a Lender or any of its Affiliates: (a) Cash Management Services; (b) commercial
credit card and merchant card services; and (c) other banking products or services as may be
requested by any Company, other than Letters of Credit and Hedging Agreements.



     “Bank Product Agreement” shall mean any agreement related to Bank Products or Secured Bank
Product Obligations.



7









 





     “Bank Product Debt” shall mean Indebtedness and other obligations of an Loan Party relating to
Bank Products.



     “Bank Product Reserve” shall mean the aggregate amount of reserves established by
Administrative Agent from time to time in respect of Secured Bank Product Obligations.



     “Bankruptcy Code” shall mean Title 11 of the United States Code.



     “Base Rate” shall mean, for any day, a per annum rate equal to the greatest of (a) the Prime
Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) the Adjusted LIBOR
Rate for a 30 day interest period as determined on such day, plus 1.0%.



     “Base Rate Borrowing” shall mean a Borrowing comprised of Base Rate Loans.



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



     “Base Rate Revolving Loan” shall mean any U.S. Revolving Loan bearing interest at a rate
determined by reference to the Base Rate.



     “Beneficially Own,” “Beneficial Owner” and “Beneficial Ownership” shall each have the meaning
assigned to such term in Rules 13d-3 and 13d-5 under the Exchange Act.



     “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 (or the functional equivalent) of such person, (iii) in the case of
any limited 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, 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 Parent Borrower, (y) the U.K. Borrower and/or (z) the Swiss Borrower, as the case may be.



     “Borrowing” shall mean (a) Revolving Loans to one of (w) the U.S. Borrowers, jointly and
severally, (x) Parent 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.



8









 





     “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 Officer’s 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 Administrative Agent), and containing the
information prescribed by Exhibit I, delivered to the Administrative 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 Parent Borrower that (i) is
organized in Canada or Switzerland or incorporated in England and Wales, (ii) is able to prepare
all collateral reports in a comparable manner to the Parent Borrowers’ reporting procedures and
(iii) has executed and delivered to Administrative Agent a joinder agreement hereto and such
joinder agreements to guarantees, contribution and set-off agreements and other Loan Documents as
Administrative 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, Administrative Agent in
its Permitted Discretion), so long as Administrative Agent has received and approved, in its
Permitted Discretion, (A) a collateral audit conducted by an independent appraisal firm reasonably
acceptable to Administrative 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 Administrative 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 Administrative Agent.



     “Brazilian Guarantor” shall mean each Restricted Subsidiary of Parent Borrower organized in
Brazil party hereto as a Guarantor, and each other Restricted Subsidiary of Parent Borrower
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 Exhibit M-7, including all subparts thereto, among the
Brazilian Guarantor and the Collateral Agent for the benefit of the Secured Parties.



     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the laws of, or are in fact closed in, New York and
Chicago; provided, however, that when used in connection with notices and
determinations



9









 




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) 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 Administrative Agent), and (c) 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.




     “Calculation Date” shall have the meaning assigned to such term in the definition of “Senior
Secured Net Leverage Ratio”.



     “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



     (iii) any Reserves established from time to time by the Administrative Agent with respect to
the Canadian Borrowing Base in accordance with Section 2.01(d) and the other 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 Administrative Agent with such adjustments
as Administrative Agent deems appropriate in its Permitted Discretion to assure that the Canadian
Borrowing Base is calculated in accordance with the terms of this Agreement.



     “Canadian Dollar Denominated Letter of Credit” shall have the meaning assigned to such term in
Section 2.18.



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



     “Canadian Guarantor” shall mean Holdings (unless Holdings is released as a Guarantor pursuant
to Section 7.09 upon completion of a Qualified Parent Borrower IPO), Parent Borrower and
each Restricted Subsidiary of Parent Borrower organized in Canada party hereto as a Guarantor, and
each other Restricted Subsidiary of Parent Borrower organized in Canada that becomes or is required
to become a Guarantor pursuant to the terms hereof.



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



     “Canadian Security Agreement” shall mean the Security Agreements substantially in the form of
Exhibit M-2, including all subparts thereto, among the Canadian Loan Parties and the
Collateral Agent for the benefit of the Secured Parties.



10









 





     “CapEx Equity Contributions” shall mean any cash contribution on account of Qualified Capital
Stock of Parent Borrower that is used within 90 days of receipt to make Capital Expenditures,
provided that (i) the Administrative Borrower by notice to the Administrative Agent at the
time of such cash contribution designates such funds as CapEx Equity Contributions and specifies
the Capital Assets to which they will be applied, and (ii) such funds are maintained at all times
by the applicable Company in a segregated Cash Collateral Account.



     “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 U.S. 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 Parent Borrower and its Restricted 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 Parent Borrower’s proportionate share of
such amounts for Norf GmbH for such period, but in each case excluding (solely for purposes of
determining Consolidated Fixed Charge Coverage Ratio) any portion of such expenditures (i)
constituting the Acquisition Consideration for acquisitions of property, plant and equipment in
Permitted Acquisitions, (ii) paid for with insurance proceeds or (iii) to the extent constituting
proceeds of the sale of property, plant and equipment that are used to purchase other property,
plant and equipment within ninety (90) days of the receipt of such cash 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 U.S. GAAP, and the amount
of such obligations shall be the capitalized amount thereof determined in accordance with U.S.
GAAP. It is understood that with respect to the accounting for leases as either operating leases
or capital leases and the impact of such accounting on the definitions and covenants herein, U.S.
GAAP as in effect on the Closing Date shall be applied.



     “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.



     “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 have been outstanding for a period of thirty (30)
consecutive days then ended and (b) Excess Availability shall be at least the greater of (i)
$110,000,000 and (ii) 15.0% of the lesser of (A) the Total Revolving Commitment and (B) the
then-applicable Total Borrowing Base, 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 is continuing and/or (b) Excess Availability shall for a period of three (3)
consecutive Business Days be less than the greater of (i) $110,000,000 and (ii) 15.0% of the lesser
of (A) the Total Revolving Commitment and (B) the then-applicable Total Borrowing Base.



11









 





     “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 Canada or any
province thereof, any state of the United States or the District of Columbia or any political
subdivision, government-sponsored entity or instrumentality thereof that, at the time of the
acquisition, are rated at least “A-2” by S&P, “P-2” by Moody’s or in the “R-2” category by the
Dominion Bond Rating Service Limited, (c) certificates of deposit, Eurocurrency time deposits,
overnight bank deposits and bankers’ acceptances of any commercial bank or trust company organized
under the laws of Canada or any province thereof, 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, is rated at least “A-2” by S&P, “P-2” by
Moody’s or in the “R-2” category by the Dominion Bond Rating Service Limited, (d) commercial paper
of an issuer rated at least “A-2” by S&P, “P-2” by Moody’s or in the “R-2” category by the Dominion
Bond Rating Service Limited, and (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, the Dollar Equivalent of which exceeds $500,000,000 and (iii) is
rated at least “A-2” by S&P, “P-2” by Moody’s or in the “R-2” category by the Dominion Bond Rating
Service Limited; 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 clause (c) applicable to such
jurisdiction to the extent that such obligations are customarily used in such other jurisdiction
for short term cash management purposes.



     “Cash Management Services” shall mean any services provided from time to time by any Lender or
any of its Affiliates to any Company in connection with operating, collections, payroll, trust, or
other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic
funds transfer, wire transfer, controlled disbursement, overdraft, depository, information
reporting, lockbox and stop payment services.



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



     “Cash Pooling Arrangements” shall mean (i) the DB Cash Pooling Arrangement, the Novelis AG
Cash Pooling Agreement and the Commerzbank Cash Pooling Agreement; provided that the Commerzbank
Cash Pooling Agreement shall cease to be effective not later than 180 days after the Closing Date
(or such later date as may be agreed to by the Administrative Agent) and (ii) any other cash
pooling arrangements (including all documentation pertaining thereto) entered into by any Company
in accordance with Section 6.07.



     “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, the Parent Borrower or any of its Restricted
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 Applicable



12









 




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:




     (a) At any time prior to a Qualified IPO, Hindalco ceases to be the Beneficial Owner of Voting
Stock representing more than 50% of the voting power of the total outstanding Voting Stock of
Holdings;



     (b) At any time prior to a Qualified Parent Borrower IPO, Holdings at any time ceases to be
the Beneficial Owner and the direct record owner of 100% of the Equity Interests of Parent
Borrower; provided that a Permitted Holdings Amalgamation shall not constitute a Change in
Control;



     (c) Parent Borrower at any time ceases to be the Beneficial Owner and the direct or indirect
owner of 100% of the Equity Interests of any other Borrower;



     (d) at any time a change in control (or change of control or similar event) with respect to
the Parent Borrower or Novelis Corporation occurs under (and as defined in) any Material
Indebtedness of any Loan Party;



     (e) (i) at any time after a Qualified IPO (other than a Qualified Parent Borrower IPO), 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 (provided 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 Holdings
representing 35% or more of the voting power of the total outstanding Voting Stock of Holdings
unless the Specified Holders at all times Beneficially Own Voting Stock of Holdings representing
greater voting power of the total outstanding Voting Stock of Holdings than such voting power held
by such person or group; or (ii) at any time after a Qualified Parent Borrower IPO, 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 (provided 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 Parent Borrower
representing 35% or more of the voting power of the total outstanding Voting Stock of Parent
Borrower unless the Specified Holders at all times Beneficially Own Voting Stock of Parent Borrower
representing greater voting power of the total outstanding Voting Stock of Parent Borrower than
such voting power held by such person or group; or



     (f) during any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of Holdings or Parent Borrower (together with



13









 




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 Holdings or Parent Borrower, as the case may be, 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 Holdings or Parent Borrower.



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; provided, however, that notwithstanding anything
herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith
shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.



     “Chattel Paper” shall mean all “chattel paper,” as such term is defined in the UCC, 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.



     “Claim” shall mean all liabilities, obligations, losses, damages, penalties, judgments,
proceedings, interest, costs and expenses of any kind (including remedial response costs,
reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of
the Secured Obligations, resignation or replacement of any Agent, or replacement of any Lender)
incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Letters of
Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken
or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence
or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or
remedies under any Loan Documents or Applicable Law, or (e) failure by any Loan Party to perform or
observe any terms of any Loan Document, in each case including all costs and expenses relating to
any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding
or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.



     “Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are Revolving Loans or European Swingline Loans and, when used in
reference to any Commitment, refers to whether such Commitment is a Revolving 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.



14









 





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



     “Closing Date Distribution” shall mean (i) the payment by the Parent Borrower no later than 45
days following the Closing Date with the proceeds of loans advanced under this Agreement, the Term
Loan Agreement, the New Senior Notes and/or cash on hand of a return of capital or other
distribution to Holdings not to exceed $1,700,000,000 in the aggregate, and (ii) the payment by
Holdings within 45 days of the Closing Date of a return of capital or other distribution to its
equity holder not to exceed the amount received as a return of capital or other distribution from
the Parent Borrower pursuant to clause (i) above.



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



     “Collateral” shall mean, all of the “Collateral”, “Pledged Collateral” and “Mortgaged
Property” referred to in the Security Documents and all of the other property that is or is
intended under the terms of the Security Documents to be subject to Liens in favor of the
Collateral Agent for the benefit of the Secured Parties.



     “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 Parent Borrower or any of its Subsidiaries in the ordinary course of their businesses.



     “Commerzbank” shall mean Commerzbank AG, New York and Grand Cayman Branches and its Affiliates
and their respective successors, in each case which is a Swiss Qualifying Bank.



     “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 Revolving Commitment and/or
European Swingline Commitment, including any Commitment pursuant to Section 2.23.



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



     “Commitment Letter” shall mean that certain commitment letter among the Parent Borrower, Bank
of America, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other commitment parties
party thereto, dated as of December 6, 2010.



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



15









 





     “Companies” shall mean Holdings (unless Holdings has been released as a Guarantor pursuant to
Section 7.09(d)), the Parent Borrower and its Restricted 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
Applicable Law other than that 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 the Parent Borrower, dated November 2010.



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



     “Consolidated Current Liabilities” shall mean, as at any date of determination, the total
liabilities of the Parent Borrower and its Restricted Subsidiaries which may properly be classified
as current liabilities (other than the current portion of any Loans) on a consolidated balance
sheet of the Parent Borrower and its Restricted Subsidiaries in accordance with U.S. GAAP, but
excluding (a) the current portion of any Funded Debt of the Parent Borrower and its Restricted
Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Loans
to the extent otherwise included therein.



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



     “Consolidated EBITDA (Fixed Charge)” shall mean, for any period, the sum of (A) Consolidated
Net Income (Fixed Charge) for such period, adjusted by (without duplication):



     (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:



          (a) Consolidated Interest Expense for such period,




          (b) Consolidated Amortization Expense for such period,







16









 








          (c) Consolidated Depreciation Expense for such period,




          (d) Consolidated Tax Expense for such period,





     (e) non-recurring cash expenses and charges relating to the Transactions (including,
but not limited to, any premiums, fees, discounts, expenses and losses payable by the Parent
Borrower in connection with any Debt Tender Offer) to the extent paid on or about the
Closing Date,




     (f) restructuring charges in an amount not to exceed $15,000,000 in the aggregate
during any four consecutive fiscal quarters;




     (h) 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; and




     (i) the amount of net income (loss) attributable to non-controlling interests deducted
(and not added back) in computing Consolidated Net Income (Fixed Charge);



     (y) subtracting therefrom, the aggregate amount of all non-cash items increasing
Consolidated Net Income (Fixed Charge) (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 Parent Borrower or
any of its Restricted Subsidiaries upon any Asset Sale (other than any dispositions in the
ordinary course of business) by the Parent Borrower or any of its Restricted Subsidiaries,




     (b) remeasurement gains and losses due solely to fluctuations in currency values of
non-current assets and liabilities, until such time as such gains or losses are realized,




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




     (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,
and




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



     plus (B) the proportionate interest of the Parent Borrower and its consolidated
Restricted Subsidiaries in non-consolidated Affiliate EBITDA for such period.



17









 




Consolidated EBITDA (Fixed Charge) 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
business, dispositions where the value of the assets disposed of is less than $15,000,000 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 $15,000,000) 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 EBITDA (Fixed Charge) shall not include the Consolidated EBITDA (Fixed Charge) of any
Non-consolidated Affiliate if such Non-consolidated Affiliate is subject to a prohibition, directly
or indirectly, on the payment of dividends or the making of distributions, directly or indirectly,
to the Borrower, to the extent of such prohibition.




     “Consolidated EBITDA (Leverage)” shall mean, for any period, the sum of (A) Consolidated Net
Income (Leverage) for such period, adjusted by (without duplication):



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




(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) (i) non-recurring items or unusual charges or expenses, severance, relocation
costs or expenses, other business optimization expenses (including costs and
expenses relating to business optimization programs), new systems design and
implementation costs, project start-up costs, restructuring charges or reserves,
costs related to the closure and/or consolidation of facilities and one-time costs
associated with a Qualified IPO and (ii) the annualized amount of net cost savings,
operating expense reductions and synergies reasonably projected by the Parent
Borrower in good faith to be realized as a result of specified actions (x) taken
since the beginning of the Test Period in respect of which Consolidated EBITDA
(Leverage) is being determined or (y) initiated prior to or during the Test Period
(in each case, which cost savings shall be added to Consolidated EBITDA (Leverage)
until fully realized, but in no event for more than four fiscal quarters)
(calculated on a pro forma basis as though such annualized cost savings, operating
expense reductions and synergies had been realized on the first day of such Test
Period, net of the amount of actual benefits realized during such Test Period from
such actions; provided that (A) such cost savings, operating expense reductions and
synergies are reasonably identifiable, quantifiable and factually supportable in the
good faith judgment of the Parent Borrower, and (B) no cost savings, operating
expense reductions and synergies shall be added pursuant to this clause (e) to the
extent duplicative of any expenses or charges otherwise



18









 







added to Consolidated EBITDA (Leverage), whether through a pro forma adjustment or
otherwise, for such Test Period; provided that the aggregate amount added to
Consolidated EBITDA (Leverage) pursuant to this clause (e) shall not exceed in the
aggregate 10% of Consolidated EBITDA (Leverage) for any one Test Period;
provided, further that projected (and not yet realized) amounts may
no longer be added in calculating Consolidated EBITDA (Leverage) pursuant to clause
(ii) of this paragraph (e) to the extent occurring more than four full fiscal
quarters after the specified action taken or initiated in order to realize such
projected cost savings, operating expense reductions and synergies;




(f) [intentionally omitted]




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




(h) the amount of net income (loss) attributable to non-controlling interests
deducted (and not added back) in computing Consolidated Net Income (Leverage); and




(i) Management Fees paid in compliance with Section 6.08(c);



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



     (z) excluding therefrom,




     (a) gains and losses due solely to fluctuations in currency values of non-current
assets and liabilities, realized gains and losses on currency derivatives related to such
non-current assets and liabilities determined in accordance with U.S. GAAP for such period;




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




     (c) non-recurring or unusual gains; and




     (d) any gain or loss relating to cancellation or extinguishment of Indebtedness;


plus (B) the proportionate interest of the Parent Borrower and its consolidated Restricted
Subsidiaries in Non-consolidated Affiliate EBITDA for such period.



Notwithstanding the foregoing clause (x), the provision for taxes and the depreciation,
amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net
Income (Leverage) to compute Consolidated EBITDA (Leverage) only to the extent (and in the same
proportion) that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income (Leverage).







19









 







Consolidated EBITDA (Leverage) shall not include the Consolidated EBITDA (Leverage) of any
Non-consolidated Affiliate if such Non-consolidated Affiliate is subject to a prohibition, directly
or indirectly, on the payment of dividends or the making of distributions, directly or indirectly,
to the Borrower, to the extent of such prohibition.




     “Consolidated Fixed Charge Coverage Ratio” shall mean, for any Test Period, the ratio of (a)
(i) Consolidated EBITDA (Fixed Charge) 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) or CapEx Equity Contributions minus (iii) all cash
payments in respect of income taxes (including all taxes imposed on or measured by overall net
income (however denominated), and franchise taxes imposed in lieu of net 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.



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




     (a) Consolidated Interest Expense payable in cash for such period;




     (b) the principal amount of all scheduled amortization payments on all Indebtedness
(including the principal component of all Capital Lease Obligations) and the principal
amount of all mandatory prepayments of all Indebtedness of the Parent Borrower and its
Restricted Subsidiaries based on excess cash flow of Parent Borrower and its Restricted
Subsidiaries for such period;




     (c) Dividends paid in cash pursuant to Section 6.08(c) or (i); and




     (d) Management Fees (except to the extent such payments reduce Consolidated Net Income
(Fixed Charge)).



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




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




     (b) commissions, discounts and other fees and charges owed by Parent Borrower or any of
its Restricted 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 Parent Borrower or any of its Restricted Subsidiaries for such
period;




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



20









 






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




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




     (a) the net income (or loss) of any person in which any person other than the Parent
Borrower and its Restricted 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
Parent Borrower and its Restricted Subsidiaries) shall be excluded, except to the extent
actually received by the Parent Borrower or any of its Restricted Subsidiaries during such
period; and




     (b) the net income (or loss) of any Restricted Subsidiary of the Parent Borrower other
than a Loan Party that is subject to a prohibition on the payment of dividends or similar
distributions by such Restricted Subsidiary shall be excluded to the extent of such
prohibition, except the aggregate amount of cash distributed by such Restricted Subsidiary
during such period to the Parent Borrower or another Restricted Subsidiary as a dividend or
other distribution.



     For purposes of this definition of “Consolidated Net Income (Fixed Charge),” 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).



     “Consolidated Net Income (Leverage)” shall mean, for any period, the consolidated net income
(or loss) of the Parent Borrower and its Restricted Subsidiaries determined on a consolidated basis
in accordance with U.S. GAAP; provided, however, that the following shall be
excluded in the calculation of “Consolidated Net Income (Leverage)”:



     (a) any net income (loss) of any person (other than the Parent Borrower) if such person is not
a Restricted Subsidiary of the Parent Borrower, except that:




     (i) subject to the exclusion contained in clause (c) below, equity of the
Parent Borrower and its consolidated Restricted Subsidiaries in the net income of
any such person for such period shall be included in such Consolidated Net Income
(Leverage) up to the aggregate amount of cash distributed by such person during such
period to the Parent Borrower or to a Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to a
Restricted Subsidiary, to the limitations contained in clause (b), below); and




     (ii) the equity of the Parent Borrower and its consolidated Restricted
Subsidiaries in a net loss of any such person other than an Unrestricted Subsidiary
for such period shall be included in determining such Consolidated Net Income
(Leverage);



21









 





     (b) any net income (loss) of any Restricted Subsidiary of the Parent Borrower if such
Restricted Subsidiary is subject to a prohibition, directly or indirectly, on the payment of
dividends or the making of distributions, directly or indirectly, to the Parent Borrower, to the
extent of such prohibition, except that:




     (i) subject to the exclusion contained in clause (c) below, equity of the
Parent Borrower and its consolidated Restricted Subsidiaries in the net income of
any such person for such period shall be included in such Consolidated Net Income
(Leverage) up to the aggregate amount of cash distributed by such Restricted
Subsidiary during such period to the Parent Borrower or another Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a dividend
or other distribution to a Restricted Subsidiary, to the limitations contained in
this clause (b)); and




     (ii) the equity of the Parent Borrower and its consolidated Restricted
Subsidiaries in a net loss of any such person other than an Unrestricted Subsidiary
for such period shall be included in determining such Consolidated Net Income
(Leverage);



     (c) any gain or loss realized upon the sale or other disposition of any property of the Parent
Borrower or Restricted Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that
is not sold or otherwise disposed of in the ordinary course of business (provided that sales or
other dispositions of assets in connection with any Qualified Securitization Transaction permitted
hereunder shall be deemed to be in the ordinary course);



     (d) any extraordinary gain or loss;



     (e) the cumulative effect of a change in accounting principles;



     (f) any non-cash compensation expense realized for grants of performance shares, stock options
or other rights to officers, directors and employees of the Parent Borrower or any Restricted
Subsidiary; provided that such shares, options or other rights can be redeemed at the
option of the holders only for Qualified Capital Stock of the Parent Borrower or Holdings;



     (g) any unrealized gain or loss resulting in such period from “Hedging Obligations” (as
defined in the Term Loan Credit Agreement) or any similar term in any Term Loan Credit Agreement
Refinancing Indebtedness;



     (h) any expenses or charges in such period related to the Transactions (including, but not
limited to, any premiums, fees, discounts, expenses and losses payable by the Parent Borrower in
connection with any “Debt Tender Offer” (as defined in the Term Loan Credit Agreement)) and any
acquisition, disposition, recapitalization or the incurrence of any Indebtedness permitted
hereunder, including such fees, expenses or charges related to the Transactions; and



     (i) the effects of adjustments in the property, plant and equipment, inventories, goodwill,
intangible assets and debt line items in the Parent Borrower’s consolidated financial



22









 




statements pursuant to U.S. GAAP resulting from the application of purchase accounting in
relation to any acquisition or the amortization or write-off of any amounts thereof, net of taxes.




     “Consolidated Net Tangible Assets” shall mean, as of any date of determination, the sum of the
amounts that would appear on a consolidated balance sheet of the Parent Borrower and its Restricted
Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for
doubtful receivables, other applicable reserves and other properly deductible items) of the Parent
Borrower and its Restricted Subsidiaries, after giving effect to purchase accounting and after
deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included, the
amounts of (without duplication):




(a) the excess of cost over fair market value of assets or businesses acquired;




(b) any revaluation or other write-up in book value of assets subsequent to
September 30, 2010, as a result of a change in the method of valuation in accordance
with U.S. GAAP;




(c) unamortized debt discount and expenses and other unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items;




(d) minority interests in consolidated Subsidiaries held by Persons other than the
Parent Borrower or any Restricted Subsidiary of the Parent Borrower;




(e) treasury stock;




(f) cash or securities set aside and held in a sinking or other analogous fund
established for the purpose of redemption or other retirement of Equity Interests to
the extent such obligation is not reflected in Consolidated Current Liabilities; and




(g) Investments in and assets of Unrestricted Subsidiaries.



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



     “Consolidated Total Assets” shall mean at any date of determination, the total assets of
Parent Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance
with U.S. GAAP.



     “Consolidated Total Net Debt” shall mean, as of any date of determination and without
duplication, the sum of (A) the aggregate principal amount of Indebtedness of the Parent Borrower
and its Restricted Subsidiaries outstanding on such date of the type referenced in clauses (a), (b)
and (f) of the definition of Indebtedness, and any Continent Obligations of the Parent Borrower and
its Restricted Subsidiaries in respect of Indebtedness of any Person under clauses (a), (b) and (f)
of the definition of Indebtedness, minus the aggregate amount of Unrestricted Cash on such
date, plus (B) the proportionate interest of the Parent Borrower and its



23









 




consolidated Restricted Subsidiaries in the Non-consolidated Affiliate Debt of each of the
Non-consolidated Affiliates at any date of determination. The aggregate principal amount of such
Indebtedness shall be determined according to the face or principal amount thereof, based on the
amount owing under the applicable contractual obligation (without regard to any election by the
Parent Borrower, Holdings or any other Person to measure an item of Indebtedness using fair value
or any other discount that may be applicable under U.S. GAAP (including the effects of FASB ASC 825
and FASB ASC 470-20 on financial liabilities) on a consolidated basis with respect to the Parent
Borrower and its Restricted Subsidiaries in accordance with consolidation principles utilized in
U.S. 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) under any guaranty, endorsement, co-making or sale with recourse of an
obligation of a primary obligor; (b) to purchase any such primary obligation or any property
constituting direct or indirect security therefor; (c) 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; (d) 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; (e) with respect to bankers’ acceptances, letters of credit and similar credit
arrangements, until a reimbursement obligation arises (which reimbursement obligation shall
constitute Indebtedness); or (f) 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), the Collateral Agent and the
Administrative 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.



24









 





     “Control Agreement” shall mean, with respect to a Deposit Account, Securities Account, or
Commodity Account (each as defined in the UCC), (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 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.



     “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 Parent 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 have been outstanding for a period of thirty (30)
consecutive days then ended and (b) Excess Availability shall be at least the greater of (i)
$90,000,000 and (ii) 12.5% of the lesser of (A) the Total Revolving Commitment and (B) the
then-applicable Total Borrowing Base, for a period of thirty (30) consecutive days then ended.



     “Covenant Trigger Event” shall mean as of any Business Day (a) an Event of Default shall have
occurred and is continuing and/or (b) Excess Availability shall as of any date be less than the
greater of (i) $90,000,000 and (ii) 12.5% of the lesser of (A) the Total Revolving Commitment and
(B) the then-applicable Total Borrowing Base.



     “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 (including assumption of Existing Letters 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
any Issuing Bank.



     “Credit Protective Advance” shall have the meaning assigned to such term in Section
2.01(f).



     “DB Cash Pooling Arrangements” shall mean the cash pooling arrangements among the Parent
Borrower, certain other Loan Parties and Deutsche Bank pursuant to the Transaction Banking Services
Agreement among such parties and any documents ancillary thereto.



     “Debt Tender Offer” shall mean the tender offers and consent solicitations for each series of
Existing Senior Notes pursuant to the Offer to Purchase and Consent Solicitation Statement of the
Parent Borrower dated November 26, 2010, relating to each series of Existing Senior Notes, as in
effect on the Closing Date.



25









 





     “Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement,
readjustment, composition, liquidation, receivership, insolvency, reorganization, examination, or
similar debtor relief or debt adjustment laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally.



     “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 Notice” shall have the meaning assigned to such term in Section 8.01(f).



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



     “Defaulting Lender” means, subject to Section 2.14(f), any Lender that, as determined
by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder
within three Business Days of the date required to be funded by it hereunder, absent a good faith
dispute with respect to such obligation, (b) has notified the Parent Borrower, or the
Administrative Agent that it does not intend to comply with its funding obligations or has made a
public statement to that effect with respect to its funding obligations hereunder or generally
under other agreements in which it commits to extend credit, absent a good faith dispute with
respect to such obligation, (c) has failed, within three Business Days after request by the
Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will
comply with its funding obligations, or (d) has, or has a direct or indirect parent company that
has, (i) become the subject of any Insolvency Proceeding, (ii) had a receiver, conservator,
trustee, administrator, examiner, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken
any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such
proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or
indirect parent company thereof by a Governmental Authority.



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



     “Dilution Reserve” shall mean a reserve established by Administrative Agent in accordance with
Section 2.01(d) with respect to Accounts in respect of dilution.



     “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 other than solely for Qualified Capital Stock,
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 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 Maturity Date, or (c) contains any mandatory repurchase obligation which may come
into effect prior to 180 days after the Maturity Date; provided, however, that any



26









 




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 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 Full Payment 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 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, except to the extent such payments reduce
Consolidated Net Income (Fixed Charge) or Consolidated Net Income (Leverage), as applicable.



     “Dollar Denominated Loan” shall mean each Loan denominated in Dollars at the time of the
incurrence thereof.



     “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 and
2.18 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 Administrative 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
Administrative 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




27











 




effect on the day immediately prior to the date on which such Borrowing Base Certificate is
delivered to the Administrative Agent pursuant to Section 5.01(j) or Section
9.03(a), and (y) thereafter, by the Administrative Agent on a daily basis using the Spot
Selling Rate as in effect from time to time, as determined by the Administrative 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.



     “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 a Borrower or Borrowing Base Guarantor pursuant to a Receivables
Purchase Agreement except as otherwise provided below), and reflected in the most recent Borrowing
Base Certificate delivered by the Administrative Borrower to the Collateral Agent and the
Administrative 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, each Receivables Seller) in the ordinary
course of its business;



          (vi) any Account (a) upon which the right of a 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 a Borrower or Borrowing Base
Guarantor, as applicable, is not able to bring suit or otherwise enforce its remedies against 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 a 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;



28









 





          (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 Debtor Relief Law;



          (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;



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



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



29









 





          (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 Receivables 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 a Borrower or Borrowing Base Guarantor, as applicable, has assigned
its rights to payment of such Account to the Administrative Agent (or in the case of Account
acquired by a Borrower or Borrowing Base Guarantor pursuant to a Receivables Purchase Agreement,
unless the Receivables Seller has assigned such rights to the purchaser, and the purchaser has
further assigned such rights to Administrative 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 or any Swiss Borrowing Base
Guarantor, 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 Administrative 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 or any Swiss Borrowing Base
Guarantor, 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 20% (or, with regard to
Account Debtors listed on Schedule 1.01(d), such higher amount as is set 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 Administrative Agent based upon all of the otherwise Eligible Accounts prior to giving effect
to any eliminations based upon the foregoing concentration limit;



30









 





          (xxiii) any Account acquired by the Swiss Borrower pursuant to the German 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;



          (xxv) any Account of the Swiss Borrower acquired pursuant to the German 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; or



          (xxvi) which the Administrative Agent determines in its Permitted Discretion may not be
paid by reason of the Account Debtor’s inability to pay or which the Administrative Agent otherwise
determines in its Permitted Discretion is unacceptable for any reason whatsoever (in which event
the Administrative Agent shall provide notice and an opportunity to discuss in accordance with the
procedures set forth in the last three sentences of Section 2.01(d), mutatis mutandis).


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 Administrative Agent in its sole and absolute discretion.




     “Eligible Assignee” shall mean a Person that is (a) a Lender, a U.S.-based Affiliate of a
Lender or an Approved Fund; (b) any other financial institution approved by Administrative Agent
and Administrative Borrower (which approval by Administrative Borrower shall not be unreasonably
withheld or delayed, and shall be deemed given if no objection is made within two Business Days
after notice of the proposed assignment), that is organized under the laws of the United States or
any state or district thereof, has total assets in excess of $5,000,000,000, extends asset-based
lending facilities in its ordinary course of business and whose becoming an assignee would not
constitute a prohibited transaction under Section 4975 of the Code or any other Applicable Law; and
(c) during any Event of Default, any Person acceptable to Administrative Agent in its discretion;
provided that (x) no approval of Administrative Borrower shall be required prior to the
earlier of (i) three months after the Closing Date and (ii) the completion of the primary
syndication of the Commitments and Loans (as determined by the Arranger) (such period, the
“Syndication Period”), (y) “Eligible Assignee” shall not include Holdings, any Loan Party or any of
their respective Affiliates or Subsidiaries or any natural person and (z) each assignee Lender
shall be subject to each other applicable requirement regarding Lenders hereunder, including
Sections 2.21, 5.15 and Section 11.04 (including Section 11.04
(f)); provided, however, that during the Syndication Period and after giving
effect to assignments made in connection with the primary syndication of the Commitments and Loans,
there shall be no more than nine (9) non-bank lenders.



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



31









 





     “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 German Accounts” shall mean the Eligible Accounts purchased by Swiss Borrower from a
Receivables Seller pursuant to the German Receivables Purchase Agreement, including Eligible Large
Customer German Accounts and Eligible Small Customer German Accounts.



     “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 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 and (in
the case of a bailee that is a merchant in goods of that kind) the applicable Loan Party has filed
appropriate UCC (or comparable) filings to perfect its interest in such Inventory 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 the greater of 10% of Eligible Inventory and $20,000,000, or (B) 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 (excluding items that can be recycled as scrap), unsalable, shopworn,
seconds, damaged or unfit for sale;



32









 





          (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 in any material respect 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;



          (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 Administrative Agent shall have received evidence of satisfactory casualty
insurance naming the Collateral Agent as loss payee and otherwise covering such risks as the
Administrative 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 $15,000,000 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;



          (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; or



          (xvii) which the Administrative Agent otherwise determines in its Permitted Discretion is
unacceptable for any reason whatsoever (in which event the Administrative Agent shall provide
notice and an opportunity to discuss in accordance with the procedures set forth in the last three
sentences of Section 2.01(d), mutatis mutandis).



33









 





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



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



     “Eligible Swiss Accounts” shall mean Eligible German Accounts and Eligible Swiss Subsidiary
Accounts.



     “Eligible Swiss Subsidiary Accounts” shall mean the Eligible Accounts purchased by Swiss
Borrower from a Receivables Seller pursuant to a Swiss Receivables Purchase Agreement;
provided that the eligibility of such accounts shall be subject to (i) execution and
delivery of a Swiss Receivables Purchase Agreement and related documentation satisfactory, each in
form and substance satisfactory to the Administrative Agent, (ii) completion of field examinations
with regard to such Receivables Sellers, (iii) such other documentation as Administrative Agent may
request, including legal opinions and certificates, and (iv) such other conditions precedent and
eligibility criteria as may be established by the Administrative Agent in its sole discretion,
which may include any item referred to in clauses (y) and (z) of Section 11.02(h).



     “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.



     “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.



     “Enforcement Action” shall mean any action to enforce any Secured Obligations or Loan
Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial
action, self-help, notification of Account Debtors, exercise of setoff or recoupment, exercise of
any right to vote or act in a Loan Party’s Insolvency Proceeding, or otherwise).



     “Engagement Letter” shall mean that certain engagement letter among the Parent Borrower, Bank
of America, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and the
other financial institutions party thereto, dated as of November 30, 2010.



     “Environment” shall mean the natural environment, including air (indoor or outdoor), surface
water and groundwater (including potable water, navigable water and wetlands), the land



34









 




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 formal 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 the Environment or to human
health or safety relating to or arising out of the use of, exposure to or Releases or threatened
Releases of Hazardous Material.



     “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 human 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, 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.



     “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 failure to meet the minimum funding
standard of Section 412 of the Code with respect to any Plan whether or not waived; (c)



35









 




the failure to make by its due date a required installment under Section 430(j) 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 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, other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA; (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; (g) the occurrence of any event or condition which could
reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan; (h) the incurrence by any Company or any of
its ERISA Affiliates of any liability with respect to the withdrawal from any Plan subject to
Section 4063 of ERISA or a cessation of operation that is treated as a withdrawal under Section
406(e) of ERISA; (i) a complete or partial withdrawal by any Company or any ERISA Affiliate from a
Multiemployer Plan resulting in 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; (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 14 days if agreed to by all Lenders
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
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 Maturity Date of the applicable Loan, (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 Syndication Period, 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.



36









 





     “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 Administrative 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 Administrative Agent (or such other
bank or banks as may be designated by the Administrative 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 Administrative 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.



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



     “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 14 days if agreed to by all Lenders
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 Maturity Date of the
applicable Loan, (d)



37









 




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 Syndication Period, 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) (A) the sum of the Swiss Borrowing Base
plus (B) the U.K. Borrowing Base and (ii) the greater of (A) $350,000,000 and (B) 40% of
the Total Gross Borrowing Base.



     “European Communities” shall mean the European Community created by the Treaty establishing
the European Community (Treaty of Rome) of 1957.



     “European LC Exposure” shall mean at any time the Dollar Equivalent of the sum of the stated
amount of all outstanding European Letters of Credit at such time. The European LC Exposure of any
Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate European LC
Exposure at such time.



     “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 to reimburse LC Disbursements in respect of European Letters of Credit.



     “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 $25,000,000, but shall in no event exceed the 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.



38









 





     “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. For the avoidance of doubt, European Swingline Loans shall include
Overadvances made as European Swingline Loans.



     “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 Restricted
Subsidiary designated as such in writing by Administrative Borrower to the Administrative Agent
that:




(x) (i) contributed 2.5% or less of Consolidated EBITDA (Leverage) 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, and (ii) had consolidated assets representing 2.5% or less of the
Consolidated Total Assets of the Parent Borrower and its Restricted 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;




(y) together with all other Restricted Subsidiaries constituting Excluded Collateral
Subsidiaries (i) contributed 7.5% or less of Consolidated EBITDA (Leverage) 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, and (ii) had consolidated assets representing 7.5% or less of
the Consolidated Total Assets of the Parent Borrower and its Restricted 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




(z) is not a Loan Party on the Closing Date; provided that no Loan Party shall
constitute an Excluded Collateral Subsidiary except to the extent such Loan Party issues
Equity Interests to Persons other than a Company pursuant to Section 6.06(l) and immediately
prior to such issuance such Person would have otherwise qualified as an Excluded Collateral
Subsidiary under clause (x) and (y) above.



     The Excluded Collateral Subsidiaries as of the Closing Date are listed on Schedule
1.01(e).



39









 





     “Excluded Contract” shall have the meaning assigned to such term in the definition of
“Excluded Property”.



     “Excluded Equity Interests” shall mean (a) any Equity Interests of any Person with respect to
which the cost or other consequences (including any adverse tax consequences) of pledging such
Equity Interests shall be excessive in view of the benefits to be obtained by the Lenders therefrom
as reasonably determined by the Administrative Agent and the Administrative Borrower, (b) any
Equity Interests to the extent the pledge thereof would be prohibited by any applicable law or
contractual obligation (only to the extent such prohibition is applicable and not rendered
ineffective by any applicable law and, in the case of any such contractual obligation, permitted
under Section 6.19 hereof) and (c) the Equity Interests of any Unrestricted Subsidiary.



     “Excluded Property” shall mean (a) any Excluded Equity Interests, (b) any property, including
the rights under any contract or agreement (an “Excluded Contract”) to the extent that the grant of
a Lien thereon (i) is prohibited by applicable law or contractual obligation, (ii) requires a
consent not obtained of any governmental authority pursuant to such applicable law or any third
party pursuant to any contract between the Parent Borrower or any Subsidiary and such third party
or (iii) would trigger a termination event pursuant to any “change of control” or similar
provision, in each case pursuant to this clause (a), except to the extent such anti-assignment or
negative pledge is not enforceable under the UCC or other applicable requirements of Applicable
Law, or such contractual obligation is prohibited under Section 6.19 hereof, (b) United
States intent to use trademark applications to the extent that, and solely during the period in
which, the grant of a Lien thereon would impair the validity or enforceability of such intent to
use trademark applications under applicable United States federal law, (c) local petty cash deposit
accounts maintained by the Parent Borrower and its Restricted Subsidiaries in proximity to their
operations, (d) payroll accounts maintained by the Parent Borrower and its Subsidiaries, (e)
Property that is, or is to become, subject to a Lien securing a Purchase Money Obligation or
Capital Lease Obligation permitted to be incurred pursuant to this 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 and such prohibition is permitted under Section 6.19 hereof, (f)(x) any
leasehold real property and (y) any fee-owned real property having an individual fair market value
not exceeding $10,000,000, (g) any Letter-of-Credit Rights that are not Supporting Obligations
(each as defined in the UCC), and (h) any other property with respect to which the cost or other
consequences (including any materially adverse tax consequences) of pledging such property shall be
excessive in view of the benefits to be obtained by the Lenders therefrom as reasonably determined
by the Administrative Agent.



     “Excluded Subsidiaries” shall mean Restricted Subsidiaries of Holdings that are not organized
in a Principal Jurisdiction.



     “Excluded Taxes” shall mean, with respect to the Agents, any Lender, any 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



40









 




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 2.15(l); 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), (c)
withholding taxes imposed under FATCA and (d) for greater certainty, taxes imposed on amounts
deemed to be interest pursuant to section 214(7) of the Income Tax Act (Canada).




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



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



     “Existing Letter of Credit” shall mean the letters of credit referred to on Schedule
2.18(a), in each case that is issued by a Lender or an Affiliate of a Lender that is eligible
to be an Issuing Bank.



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



     “Existing Senior Note Agreements” shall mean the collective reference to (i) the indenture
dated as of February 3, 2005, pursuant to which the Existing 2005 Senior Notes were issued and (ii)
the indenture dated as of August 11, 2009, pursuant to which the Existing 2009 Senior Notes were
issued.



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



     “Existing Senior Note Guarantees” shall mean the guarantees pursuant to either Existing Senior
Note Agreement.



     “Existing Senior Notes” shall mean the collective reference to the Existing 2005 Senior Notes
and the Existing 2009 Senior Notes.



     “Existing 2005 Senior Notes” shall mean the Parent Borrower’s 7-1/4% Senior Notes due 2015
issued pursuant to the Existing Senior Note Agreements.



     “Existing 2009 Senior Notes” shall mean the Parent Borrower’s 11.5% Senior Notes due 2015
issued pursuant to the Existing Senior Note Agreements.



41









 





     “Extended Commitment” shall have the meaning assigned to such term in Section
11.02(g).



     “Extraordinary Expenses” shall mean all costs, expenses or advances that any Agent or Receiver
may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding
of a Loan Party, including those relating to (a) any audit, inspection, repossession, storage,
repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection,
or other preservation of or realization upon any Collateral; (b) any action, arbitration or other
proceeding (whether instituted by or against any Agent, any Lender, any Receiver, any Loan Party,
any representative of creditors of any Loan Party or any other Person) in any way relating to any
Collateral (including the validity, perfection, priority or avoidability of the Liens on the
Collateral for the benefit of the Secured Parties), Loan Documents, Letters of Credit or Secured
Obligations, including any lender liability or other Claims; (c) the exercise, protection or
enforcement of any rights or remedies of any Agent or Receiver in, or the monitoring of, any
Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect
to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any
modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or
Secured Obligations; and (g) Protective Advances. Such costs, expenses and advances include
transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and
standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and
commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of
any Loan Party or independent contractors in liquidating any Collateral, and travel expenses.



     “FASB ASC” shall mean the Accounting Standards Codification of the Financial Accounting
Standards Board.



     “FATCA” means Sections 1471 through 1474 of the Code in effect as of the date hereof (or any
amended or successor provisions that are substantively comparable) and any regulations thereunder
and official interpretations thereof.



     “Federal Funds Rate” shall mean (a) the weighted average of interest rates on overnight
federal funds transactions with members of the Federal Reserve System arranged by federal funds
brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is
not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day;
or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if
necessary, to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such
transactions, as determined by Agent.



     “Fee Letter” shall mean that certain fee letter among the Parent Borrower, Bank of America,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other commitment parties party thereto,
dated as of December 6, 2010.



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



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



42









 





     “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” shall mean, 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), (t) and (y) 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.



     “Forward Share Sale Agreement” shall mean that certain Forward Share Sale Agreement, dated as
of December 17, 2010, between Novelis Inc. and Novelis Acquisitions LLC pursuant to which Novelis
Inc. has agreed to sell shares of 9.50% preferred stock of Novelis Corporation owned by it to
Novelis Acquisitions LLC.



     “French Collateral Agent” shall mean Bank of America, N.A., in its capacity as security agent
(agent des sûretés), under the French Security Agreements and any of its successors or assigns.
For the avoidance of doubt, the French Collateral Agent is hereby appointed by the Lenders to act
on their behalf as security agent (agent des sûretés) to constitute, register, manage and execute
the security interests contemplated by the French Security Agreements in order to fully secure and
guarantee their respective rights in each amount payable by each French Guarantor to each of the
Secured Parties under each of the Loan Documents, and in that capacity to accomplish all actions
and formalities eventually necessary under article 2328-1 of the French code civil.



     “French Guarantor” shall mean each Restricted Subsidiary of Parent Borrower organized in
France party hereto as a Guarantor, and each other Restricted Subsidiary of Parent



43









 




Borrower organized in France that is required to become a Guarantor pursuant to the terms
hereof.




     “French Security Agreements” shall mean, collectively, any Security Agreements substantially
in the form of Exhibit M-10, including all subparts thereto, among the French Guarantor and
the French Collateral Agent for the benefit of the Secured Parties.



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



     “Full Payment” shall mean, with respect to any Secured Obligations, (a) the full and
indefeasible cash payment thereof, including any interest, fees and other charges accruing during
an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such Secured
Obligations are LC Obligations or inchoate or contingent in nature, cash collateralization thereof
(or delivery of a standby letter of credit acceptable to Administrative Agent in its discretion, in
the amount of required cash collateral) in an amount equal to (x) 105% of all LC Exposure and (y)
with respect to any inchoate, contingent or other Secured Obligations (including Secured Bank
Product Obligations), Administrative Agent’s good faith estimate of the amount due or to become
due, including all fees and other amounts relating to such Secured Obligations; and (c) a release
of any Claims of the Loan Parties against each Agent, Lenders and each Issuing Bank arising on or
before the payment date. No Loans shall be deemed to have been paid in full until all Commitments
related to such Loans have expired or been terminated.



     “Fund” shall mean any Person (other than a natural 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 of its activities.



     “Funded Debt” shall mean, as to any person, all Indebtedness of such person that matures more
than one year from the date of its creation or matures within one year from such date but is
renewable or extendible, at the option of such person, to a date more than one year from such date
or arises under a revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year from such date, including all current
maturities and current sinking fund payments in respect of such Indebtedness whether or not
required to be paid within one year from the date of its creation and, in the case of the Parent
Borrower and its Subsidiaries, Indebtedness in respect of the Loans and the Term Loans.



     “GAAP” shall mean generally accepted accounting principles in the United States applied on a
consistent basis; provided that if the Parent Borrower converts its financial reporting
from generally accepted accounting principles in the United States to IFRS as permitted under
Section 1.04, “GAAP” shall mean (subject to the provisions of Section 1.04 hereof)
IFRS 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.



     “German Guarantor” shall mean each Restricted Subsidiary of Parent Borrower organized in
Germany party hereto as a Guarantor, and each other Restricted Subsidiary of



44









 




Parent Borrower organized in Germany that is required to become a Guarantor pursuant to the
terms hereof.




     “German Receivables Purchase Agreement” shall have the meaning assigned to such term in the
definition of “Receivables Purchase Agreement”.



     “German Security Agreement” shall mean, collectively, any Security Agreement substantially in
the form of Exhibit M-5, including all subparts thereto, among the German Guarantors and
the Collateral Agent and/or the Term Loan Collateral Agent, among others, 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 German 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 Applicable
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 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 Parent Borrower, the U.K. Borrower, the Swiss Borrower, Holdings and each other
Canadian Guarantor, each Swiss Guarantor, each U.K. Guarantor, the German Guarantor, each Irish
Guarantor, the Brazilian Guarantor, the Luxembourg Guarantor, the Madeira Guarantor, the French
Guarantor, and each other Restricted Subsidiary of Parent Borrower that becomes or is required to
become a Guarantor hereunder, and including in any case each Borrowing Base Guarantor).



45









 





     “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
(including, but not limited to, due to their ignitability, corrosivity, reactivity or toxicity)
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” shall mean Hindalco Industries Limited, a corporation organized under the laws of
India.



     “HMRC DT Treaty Passport Scheme” shall mean the Double Taxation Treaty Passport Scheme as
implemented by HM Revenue & Customs from September 1, 2010, in relation to corporate lenders.



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



     “IFRS” shall mean International Financial Reporting Standards consistently applied.



     “Immaterial Subsidiary” shall mean, at any date of determination, any Subsidiary that,
together with all other Subsidiaries then 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) or 5.01(b) prior to the date of determination, (ii) had consolidated assets
representing 5.0% or less of the Consolidated Total Assets 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 on the Closing Date.



     “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).



     “Incremental Revolving Commitment” shall have the meaning assigned to such term in Section
2.23(a).



46









 





     “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
U.S. 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 Qualified
Securitization Transaction; 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 the terms of such
Indebtedness expressly provide that such person is not liable therefor.



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



     “Indemnitee” shall mean Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees, Bank
of America Indemnitees and Receiver Indemnitees.



     “Indenture Permitted Debt” shall mean permitted debt of the type referred to in clause (b) of
the definition of “Permitted Debt” contained in the New Senior Notes Agreements (or equivalent
basket in any other Material Indebtedness).



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



     “Initial Issuing Bank” shall mean Bank of America, N.A. as initial Issuing Bank, and its
successors in such capacity pursuant to Section 2.18(d), in its capacity as issuer of U.S.
Letters of Credit and European Letters of Credit issued by it.



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



     “Initiating Company” shall have the meaning assigned to such term in the definition of “Series
of Cash Neutral Transactions”.




47











 





     “Insolvency Proceeding” any case or proceeding commenced by or against a Person under any
state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order
for relief under the Bankruptcy Code, or any other Debtor Relief Law; (b) the appointment of a
receiver, trustee, liquidator, administrator, examiner, conservator or other custodian for such
Person or any part of its property; or (c) an assignment or trust mortgage for the benefit of
creditors.



     “Instruments” shall mean all “instruments,” as such term is defined in the UCC, 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 Rate, and (ii) in respect of Loans denominated in any other currency, the
Administrative 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 Administrative 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
Term Loan Collateral Agent, the Term Loan Administrative Agent, and such other persons as may
become party thereto from time to time pursuant to the terms thereof, 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 first Business Day of each month to occur during any period in which such Loan
is outstanding, (b) with respect to any Eurocurrency Loan or EURIBOR 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 or EURIBOR 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



48









 







Revolving Loan or
Swingline Loan, the Maturity Date thereof 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 and (b) in the case of any EURIBOR Loan, the applicable EURIBOR
Interest Period.



     “Inventory” shall mean all “inventory,” as such term is defined in the UCC, 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 July 2010, and (b) thereafter, the most recent inventory appraisal conducted by an
independent appraisal firm and delivered pursuant to Section 5.07(c) hereof.



     “Inventory Reserve” shall mean reserves established by Administrative Agent in its Permitted
Discretion in accordance with Section 2.01(d) to reflect factors that may negatively impact
the value of Inventory, including change in salability, obsolescence (excluding items that can be
recycled as scrap), seasonality, theft, shrinkage, imbalance, change in composition or mix,
markdowns and vendor chargebacks.



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



     “Irish Guarantor” shall mean each Restricted Subsidiary of Parent Borrower organized in
Ireland party hereto as a Guarantor, and each other Restricted Subsidiary of Parent Borrower
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 Exhibit M-6, including all subparts thereto, among the Irish Guarantors and the
Collateral Agent, among others, for the benefit of the Secured Parties.



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



     “Issuing Bank Indemnitees” shall mean each Issuing Bank and their officers, directors,
employees, Affiliates, agents and attorneys.



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



49









 





     “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 Administrative 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 Parent 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, (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, to the extent they
become Restricted Subsidiaries of the Parent Borrower after the Closing Date, 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).



     “Junior Lien” means a Lien designated as a “Subordinated Lien” under the Intercreditor
Agreement on all or any portion of the Collateral, but only to the extent (i) any such Lien
constitutes “Subordinated Liens” under, and as defined in, the Intercreditor Agreement (it being
understood that such Subordinated Lien will be a junior, “silent” lien with respect to the Liens
securing the Secured Obligations, as provided in the Intercreditor Agreement) and (ii) the holders
of such Indebtedness (or a trustee, agent or other representative of such holders) secured by such
Lien have become a party to the Intercreditor Agreement through the execution and delivery of
joinders thereto.



     “Junior Secured Indebtedness” shall mean Indebtedness of a Loan Party that is secured by a
Junior Lien.



     “Junior Secured Indebtedness Documents” all documents executed and delivered with respect to
the Junior Secured Indebtedness or delivered in connection therewith.



     “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 Administrative
Agent.



     “LC Application” shall mean an application to an Issuing Bank for issuance of a Letter of
Credit in accordance with the terms of Section 2.18, in form and substance satisfactory to
such Issuing Bank.



     “LC Commitment” shall mean the commitment of the Initial Issuing Bank to issue U.S. Letters of
Credit and European Letters of Credit pursuant to Section 2.18. The total amount of



50









 







the LC
Commitment shall initially be $125,000,000, but shall in no event exceed the Total Revolving
Commitment.



     “LC Condition” shall mean the following conditions necessary for issuance of a Letter of
Credit: (a) each of the conditions set forth in Section 4.02 (and, in the case of the
initial Credit
Extension, Section 4.01); (b) after giving effect to such issuance, (i) the LC
Exposure does not exceed the LC Commitment, the Total Revolving Exposure does not exceed the lesser
of (A) the Total Borrowing Base and (B) the Total Revolving Commitments, (ii) the Total Adjusted
Revolving Exposure does not exceed the Total Adjusted Borrowing Base and (iii) no Overadvance
exists; (c) the expiration date of such Letter of Credit is no more than 365 days from issuance,
provided that such Letters of Credit may contain automatic extension provisions in
accordance with Section 2.18(a)(v); (d) the purpose and form of the proposed Letter of
Credit is satisfactory to Administrative Agent and the applicable Issuing Bank in their discretion,
(e) where the Letter of Credit is a Standby Letter of Credit, the beneficiary of such Letter of
Credit is not resident in Ireland or, where the beneficiary is a legal person, its place of
establishment to which the Letter of Credit relates is not in Ireland, and (f) the Applicable
Administrative Borrower (or, with respect to Canadian Dollar Denominated Letters of Credit, Parent
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.



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



     “LC Documents” shall mean all documents, instruments and agreements (including LC Requests and
LC Applications) delivered by Borrowers or any other Person to an Issuing Bank or an Agent in
connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.



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



     “LC Obligations” shall mean the sum (without duplication) of (a) all amounts owing by
Borrowers for any drawings under Letters of Credit; (b) the stated amount of all outstanding
Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit.



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



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



51









 





     “Lender Indemnitees” shall mean the Lenders and their officers, directors, employees,
Affiliates, agents and attorneys.



     “Lenders” shall mean (a) each financial institution that is a party hereto on the date hereof
or that becomes a party hereto pursuant to an Increase Joinder 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 each Swingline Lender.



     “Letter of Credit” shall mean any (i) Standby Letter of Credit, (ii) Commercial Letter of
Credit, and (iii) any indemnity, guarantee, exposure transmittal memorandum or similar form of
credit support for the benefit of the any Borrower, 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. Letter of Credit and any European Letter of Credit.



     “Letter of Credit Expiration Date” shall mean the date which is ten (10) days prior to the
Maturity Date.



     “LIBOR” shall mean, for any Interest Period with respect to a Eurocurrency Borrowing, the per
annum rate of interest (rounded up, if necessary, to the nearest 1/8th of 1%), determined by
Administrative Agent at approximately 11:00 a.m. (London time) two Business Days prior to
commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a)
the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source designated by Administrative Agent); or (b) if BBA LIBOR is not
available for any reason, the interest rate at which deposits in the relevant Approved Currency in
the approximate amount of the Eurocurrency Borrowing would be offered by Bank of America’s London
branch to major banks in the London interbank Eurodollar 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 Guarantee, the Fee Letter, and all other



52









 







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 Modification Agreement” shall have the meaning assigned to such term in Section
11.02(g).



     “Loan Modification Offer” shall have the meaning assigned to such term in Section
11.02(g).



     “Loan Parties” shall mean Holdings (unless Holdings has been released as a Guarantor pursuant
to Section 7.09(d)), 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.



     “Luxembourg Company Act” shall have the meaning assigned to such term in Section
7.16(a).



     “Luxembourg Guarantor” shall mean each Restricted Subsidiary of Parent Borrower organized in
Luxembourg party hereto as a Guarantor, and each other Restricted Subsidiary of Parent Borrower
organized in Luxembourg that is required to become a Guarantor pursuant to the terms hereof.



     “Luxembourg Security Agreements” shall mean, collectively, any Security Agreements
substantially in the form of Exhibit M-8, including all subparts thereto, among the
Luxembourg Guarantor and the Collateral Agent for the benefit of the Secured Parties.



     “Madeira Guarantor” shall mean each Restricted Subsidiary of Parent Borrower organized in
Madeira party hereto as a Guarantor, and each other Restricted Subsidiary of Parent Borrower
organized in Madeira that is required to become a Guarantor pursuant to the terms hereof.



     “Madeira Security Agreements” shall mean, collectively, any Security Agreements substantially
in the form of Exhibit M-9, including all subparts thereto, among the Madeira Guarantor,
the Collateral Agent for the benefit of the Secured Parties, and the other parties referred to
therein.



     “Management Fees” shall have the meaning assigned to such term in Section 6.08(c).



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



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



53









 





     “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 Restricted
Subsidiaries, taken as a whole; (b) a material impairment of the ability of the Loan Parties to
perform their payment and other material obligations under the Loan Documents; (c) a material
impairment of the rights of or benefits or remedies available to the Lenders, the Administrative
Agent 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 Pari Passu 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 New Senior Notes, the
Additional Senior Secured Indebtedness, the Junior Secured Indebtedness and any Permitted
Refinancings of any thereof in each case in an aggregate outstanding principal amount exceeding
$100,000,000 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 $100,000,000.



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



     “Maturity Date” shall mean December 17, 2015.



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



     “Minimum Currency Threshold” shall mean (w) with regard to Dollar Denominated Loans, (i) an
integral multiple of $1,000,000 and not less than $5,000,000 for Base Rate Loans and (ii) an
integral multiple of $1,000,000 and not less than $5,000,000 for Eurocurrency Loans, (x) with
regard to Euro Denominated Loans, an integral multiple of €1,000,000 and not less than €5,000,000
and (y) with regard to GBP Denominated Loans, not less than GBP2,000,000 and, if greater, an
integral multiple of GBP1,000,000.



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



     “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



54









 







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 six 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, the Parent
Borrower or any of its Restricted Subsidiaries (including cash proceeds subsequently
received (as and when received by Holdings, the Parent Borrower or any of its Restricted
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 Restricted 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, the Parent Borrower or any of
its Restricted 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 Pari
Passu Secured Obligations) 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 Pari
Passu Secured Obligations remain outstanding, amounts required to be prepaid under the Pari
Passu Loan Documents from the proceeds of Pari Passu Priority Collateral (provided
that, in 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 Restricted
Subsidiary, or the Equity Interests of a Restricted Subsidiary, 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); and




     (b) with respect to any Casualty Event, the cash insurance proceeds, condemnation
awards and other compensation received in respect thereof, net of (i) all



55









 







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 Pari Passu Secured
Obligations remain outstanding, amounts required to be prepaid under
the Pari Passu Loan Documents in respect of cash insurance proceeds, condemnation
awards and other compensation received in respect of Pari Passu Priority Collateral;


provided, however, that (i) Net Cash Proceeds arising from any Asset Sale 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, Parent Borrower and
its Restricted Subsidiaries and (ii) so long as the Pari Passu Secured Obligations 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 Restricted Subsidiary, 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 Pari Passu 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.



     “New Senior Note Agreements” shall mean the indentures dated as of the date hereof pursuant to
which the New Senior Notes were issued.



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



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



     “New Senior Notes” shall mean the Parent Borrower’s 8.375% Senior Notes due 2017 and 8.75%
Senior Notes due 2020, each issued pursuant to the New Senior Note Agreements and any senior notes
issued pursuant to a Permitted Refinancing of the New Senior Notes (including any Registered
Equivalent Notes).



     “NKL” shall mean Novelis Korea Limited.



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     “Non-consolidated Affiliate” shall mean each of Norf GmbH, MiniMRF LLC (Delaware), and
Consorcio Candonga (unincorporated Brazil), in each case so long as they are not a Subsidiary of
the Parent Borrower.




     “Non-consolidated Affiliate Debt” shall mean with respect to the Non-consolidated Affiliates,
as of any date of determination and without duplication, the Consolidated Total Net Debt of the
Non-consolidated Affiliates and their Subsidiaries (determined as if references to the Parent
Borrower and the Restricted Subsidiaries in the definition of Consolidated Total Net Debt were
references to Non-consolidated Affiliates and their Subsidiaries).



     “Non-consolidated Affiliate EBITDA” shall mean with respect to the Non-consolidated Affiliates
for any period, the amount for such period of Consolidated EBITDA (Leverage) of such
Non-consolidated Affiliates and their Subsidiaries (determined as if references to the Parent
Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (Leverage) were
references to Non-consolidated Affiliates and their Subsidiaries); provided that
Non-consolidated Affiliate EBITDA shall not include the Non-consolidated Affiliate EBITDA of
Non-consolidated Affiliates if such Non-consolidated Affiliates are subject to a prohibition,
directly or indirectly, on the payment of dividends or the making of distributions, directly or
indirectly, to the Borrower, to the extent of such prohibition.



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



     “Non-Extension Notice Date” shall have the meaning assigned to such term in Section
2.18(a)(v).



     “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 or K-2.



     “Novelis AG” shall mean Novelis AG, a stock corporation (AG) organized under the laws of
Switzerland.



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



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



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



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



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     “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 Insolvency 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, (iii) Extraordinary
Expenses and (iv) 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 Insolvency 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 or otherwise stated to constitute “Obligations” hereunder or thereunder,
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.



     “Officer’s 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 equivalent or comparable
constitutional documents with respect to any non-U.S. jurisdiction) of such 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 2.01(e).



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



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



     “Pari Passu Loan Documents” shall mean “Pari Passu Loan Documents” as defined in the
Intercreditor Agreement.



     “Pari Passu Priority Collateral” shall have the meaning provided in the Intercreditor
Agreement.



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     “Pari Passu Secured Obligations” shall mean “Pari Passu Secured Obligations” as defined in the
Intercreditor Agreement.



     “Pari Passu Security Documents” shall mean “Pari Passu Security Documents” as defined in the
Intercreditor Agreement.



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



     “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.



     “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 Administrative Agent in its sole discretion, 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 Administrative 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;




     (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;



59









 






     (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 Applicable Law;




     (vi) with respect to any transaction involving Acquisition Consideration of more than
$50,000,000, unless the Administrative Agent shall otherwise agree, the Administrative
Borrower shall have provided the Administrative Agent written notice on or before the
consummation of such transaction, which notice shall describe (A) 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 Administrative Agent;




     (vii) the property acquired in connection with any such Acquisition shall, subject to
any Permitted Liens, be made subject to the Lien of the Security Documents, and any person
acquired in connection with any such transaction shall become a Guarantor (or a Borrower in
the case of a person organized in the United States, or any state thereof or the District of
Columbia), in each case, to the extent required under, and within the relevant time periods
provided in, Section 5.11;




     (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 $50,000,000, the Administrative Borrower shall
have delivered to the Administrative Agent an Officer’s Certificate on or prior to the
consummation of such transaction 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 $25,000,000, and the aggregate amount of
the Acquisition Consideration for all Permitted Acquisitions since the Closing Date made
when the Availability Conditions are not satisfied shall not exceed $50,000,000.



     “Permitted Amendment” shall have the meaning assigned to such term in Section
11.02(g).



     “Permitted Discretion” shall mean Administrative Agent’s commercially reasonable credit
judgment exercised in good faith in accordance with customary business practices for asset based
lending facilities, based upon its consideration of any factor that it believes (a) could adversely
affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may
inhibit collection of an Account), the enforceability or priority of the Liens on the Collateral
for the benefit of the Secured Parties, or the amount that the Secured Parties could receive in
liquidation of any Collateral; (b) suggests that any collateral report or financial



60









 







information
delivered by any Loan Party is incomplete, inaccurate or misleading in any material respect; (c)
materially increases the likelihood of any Insolvency Proceeding involving a Loan Party; or (d)
creates or could result in a Default or Event of Default. In exercising such judgment,
Administrative Agent may consider any factors that could increase the credit risk of lending
to Borrowers on the security of the Collateral.



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



     “Permitted First Priority Refinancing Debt” shall mean any secured Indebtedness incurred by
the Parent Borrower or Novelis Corporation in the form of one or more series of senior secured
notes under one or more indentures or one or more Term Loans; provided that (i) such
Indebtedness is secured by the Collateral (or a portion thereof) on a pari passu basis (but without
regard to the control of remedies) with the Pari Passu Secured Obligations and is not secured by
any property or assets other than the Collateral, and to the extent such Liens attach to Revolving
Credit Priority Collateral, such Liens on Revolving Credit Priority Collateral shall be junior to
the Liens securing the Secured Obligations, (ii) such Indebtedness constitutes Term Loan Credit
Agreement Refinancing Indebtedness in respect of Term Loans (including portions of classes of Term
Loans, Other Term Loans or Incremental Term Loans), (iii) such Indebtedness does not mature or have
scheduled amortization or payments of principal and is not subject to mandatory redemption or
prepayment (except customary asset sale or change of control provisions, which asset sale
provisions may require the application of proceeds of asset sales and casualty events co-extensive
with those set forth in the Term Loan Credit Agreement, to make mandatory prepayments or prepayment
offers out of such proceeds on a pari passu basis with the Secured Obligations, all other Permitted
First Priority Refinancing Debt and all Additional Senior Secured Indebtedness), in each case prior
to the date that is 181 days after the Maturity Date, (iv) the security agreements relating to such
Indebtedness are substantially the same as the Security Documents (with such differences as are
reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by
any Persons other than the Loan Parties (including the Parent Borrower if Novelis Corporation is
the issuer thereof), (vi) the other terms and conditions of such Indebtedness (excluding pricing,
premiums and optional prepayment or optional redemption provisions) are customary market terms for
securities of such type (provided that such terms shall in no event include any financial
maintenance covenants) and, in any event, when taken as a whole, are not materially more favorable
to the investors providing such Indebtedness than the terms and conditions of the applicable
Refinanced Debt (except with respect to any terms (including covenants) and conditions contained in
such Indebtedness that are applicable only after the Maturity Date) (provided that a
certificate of a Responsible Officer of the Administrative Borrower shall have delivered to the
Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness,
together with a reasonably detailed description of the material terms and conditions of such
Indebtedness or drafts of the documentation relating thereto, stating that the Administrative
Borrower has determined in good faith that such terms and conditions satisfy the requirement of
this clause (vi) shall be conclusive evidence that such terms and conditions satisfy such
requirement unless the Administrative Agent notifies the Administrative Borrower within such five
Business Day period



61









 







that it disagrees with such determination (including a reasonable description
of the basis upon which it disagrees)), (vii) no Default shall exist immediately prior to or after
giving effect to such incurrence, and (viii) a Senior Representative acting on behalf of the
holders of such
Indebtedness shall be or have become party to the Intercreditor Agreement and the Liens
securing such Indebtedness shall be subject to the Intercreditor Agreement. Permitted First
Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.



     “Permitted Holdings Amalgamation” shall mean the amalgamation of AV Metals and the Parent
Borrower on a single occasion following the Closing Date; provided that (i) no Default
exists or would result therefrom and the representations and warranties set forth in the Loan
Documents shall be true and correct in all material respects on and as of the date of the
amalgamation, with the same effect as though made on such date, except to the extent such
representations and warranties expressly relate to an earlier date, (ii) the person resulting from
such amalgamation shall be named Novelis Inc., and shall be a corporation amalgamated under the
Canada Business Corporations Act (such resulting person, the “Successor Parent Borrower”), and the
Successor Parent Borrower shall expressly confirm its obligations as the Parent Borrower under this
Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a
confirmation in form and substance reasonably satisfactory to the Administrative Agent, (iii)
immediately upon consummation of such amalgamation, a new holding company (“Successor Holdings”)
with no material assets other than the Equity Interests in the Successor Parent Borrower shall
become the parent guarantor, and Successor Holdings shall (A) be an entity organized or existing
under the laws of Canada or a province thereof, (B) directly own 100% of the Equity Interests in
the Successor Parent Borrower, (C) execute a supplement or joinder to this Agreement in form and
substance reasonably satisfactory to the Administrative Agent to become a Guarantor and execute
Security Documents (or supplements or joinder agreements thereto) in form and substance reasonably
satisfactory to the Administrative Agent, and take all actions necessary or advisable in the
opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the
applicable Security Documents to be a duly perfected First Priority Lien in accordance with
Applicable Law, including the filing of financing statements (or other applicable filings) in such
jurisdictions as may be reasonably requested by the Administrative 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 Parent
Borrower, together with undated stock powers or other appropriate instruments of transfer executed
and delivered in blank by a duly authorized officer of Successor Holdings, (iv) be in compliance
with all covenants and obligations of Holdings under this Agreement, (v) immediately after giving
effect to any such amalgamation, the Consolidated Fixed Charge Coverage Ratio is not less than the
Consolidated Fixed Charge Coverage Ratio immediately prior to such amalgamation, such compliance to
be determined on the basis of the financial information most recently delivered to the
Administrative 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 Parent Borrower demonstrating such compliance
calculation in reasonable detail, (vi) the Successor Parent Borrower shall have no Indebtedness
after giving effect to the Permitted Holdings Amalgamation other than Indebtedness of the Parent
Borrower in existence prior to the date of the Permitted Holdings Amalgamation, (vii) each other
Guarantor, shall have by a confirmation in form and substance reasonably satisfactory



62









 







to the
Administrative Agent, confirmed that its guarantee of the Guaranteed Obligations (including its
Guarantee) shall apply to the Successor Parent Borrower’s obligations under this Agreement, (viii)
the Parent Borrower and each other Guarantor shall have by confirmations and
any required supplements to the applicable Security Documents reasonably requested by the
Administrative Agent, in each case, in form and substance reasonably satisfactory to the
Administrative Agent confirmed that its obligations thereunder shall apply to the Successor Parent
Borrower’s obligations under this Agreement, and (ix) each Loan Party shall have delivered opinions
of counsel and related officers’ certificates reasonably requested by the Administrative 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 Administrative Agent; and provided, further, that (x) if the
foregoing are satisfied, (1) Successor Holdings will be substituted for and assume all obligations
of AV Metals under this Agreement and each of the other Loan Documents and (2) the Successor Parent
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 Parent Borrower
shall be references to the Successor Parent 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 Maturity Date, (iii) that has no scheduled amortization of
principal prior to the 180th day following the Maturity Date, (iv) that 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) 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) that 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 credit facilities, and (vi) that is issued to a person
that is not an Affiliate of the Parent 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
Administrative 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 Prepayments” shall have the meaning assigned to such term in Section 6.11.



     “Permitted Refinancing” shall mean, with respect to any person, any refinancing or renewal of
any Indebtedness of such person; provided that (a) the aggregate principal amount (or
accreted value, if applicable) of the Indebtedness incurred pursuant to such refinancing or renewal
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



63









 







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 do not include any person
that is not an obligor 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 Officer’s
Certificate to the Administrative 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 Second Priority Refinancing Debt” shall mean secured Indebtedness incurred by the
Parent Borrower or Novelis Corporation in the form of one or more series of junior lien secured
notes under one or more indentures or junior lien secured loans under one or more other debt
instruments or facilities; provided that (i) such Indebtedness is secured by a Junior Lien
on the Pari Passu Priority Collateral (or a portion thereof) and is not secured by any property or
assets other than the Pari Passu Priority Collateral, (ii) such Indebtedness constitutes Term Loan
Credit Agreement Refinancing Indebtedness in respect of Term Loans (including portions of classes
of Term Loans, Other Term Loans or Incremental Term Loans), (iii) such Indebtedness does not mature
or have scheduled amortization or payments of principal and is not subject to mandatory redemption
or prepayment (except customary asset sale or change of control provisions), in each case prior to
the date that is 181 days after the Maturity Date, (iv) the security agreements relating to such
Indebtedness are substantially the same as the Security Documents (with such differences as are
reasonably satisfactory to the Administrative Agent), (v) such Indebtedness is not guaranteed by
any Persons other than the Guarantors, (vi) the other terms and conditions of such Indebtedness
(excluding pricing, premiums and optional prepayment or optional redemption provisions), when taken
as a whole, are not materially more favorable to the investors or lenders providing such
Indebtedness than the terms and conditions of the applicable Refinanced Debt (except with respect
to any terms (including covenants) and conditions contained in such Indebtedness that are
applicable only after the Maturity Date) (provided that a certificate of a Responsible Officer of
the Administrative Borrower delivered to the Administrative Agent at least five Business Days prior
to the incurrence of such Indebtedness, together with a reasonably detailed description of the
material terms and conditions of such Indebtedness or drafts of the documentation relating thereto,
stating that the Administrative Borrower has determined in good faith that such terms and
conditions satisfy the requirement of this clause (vi) shall be conclusive evidence that such terms
and conditions satisfy such requirement unless the Administrative Agent notifies the Administrative
Borrower within such five Business Day period that it disagrees with such determination (including
a reasonable



64









 







description of the basis upon which it disagrees)), (vii) the security agreements
relating to such Indebtedness (together with the Intercreditor Agreement) reflect the Junior Lien
nature of the security interests and are otherwise substantially the same as the applicable
Security Documents
(with such differences as are reasonably satisfactory to the Administrative Agent), (viii) no
Default shall exist immediately prior to or after giving effect to such incurrence and (ix) a
Senior Representative acting on behalf of the holders of such Indebtedness shall have become party
to the Intercreditor Agreement and the Liens securing such Indebtedness shall be subject to the
Intercreditor Agreement. Permitted Second Priority Refinancing Debt will include any Registered
Equivalent Notes issued in exchange therefor.



     “Permitted Swiss Non-Qualifying Banks” shall have the meaning assigned to such term in
Section 5.15(b).



     “Permitted Term Loan Facility Refinancing” shall mean any refinancing or renewal of the
Indebtedness incurred under the Term Loan Documents; provided that (a) 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), (b) no
Default is existing or would result therefrom, (c) the collateral securing such refinancing or
renewal is not greater than the Collateral and (d) the persons that are (or are required to be)
obligors under such refinancing or renewal do not include any person that is not an obligor 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 Officer’s Certificate to
the Administrative 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 Unsecured Refinancing Debt” shall mean unsecured Indebtedness incurred by the
Parent Borrower or Novelis Corporation in the form of one or more series of senior unsecured notes
or loans under one or more instruments; provided that (i) such Indebtedness constitutes
Term Loan Credit Agreement Refinancing Indebtedness in respect of Term Loans (including portions of
classes of Term Loans, Other Term Loans or Incremental Term Loans), (ii) such Indebtedness does not
mature or have scheduled amortization or payments of principal and is not subject to mandatory
redemption or prepayment (except customary asset sale or change of control provisions), in each
case prior to the date that is 181 days after the Maturity Date, (iii) such Indebtedness is not
guaranteed by any Persons other than the Guarantors, (iv) the other terms and conditions of such
Indebtedness (excluding pricing, premiums and optional prepayment or optional redemption
provisions) are customary market terms for Indebtedness of such type and, when taken as a whole,
are not materially more restrictive (provided that such terms shall in no event include any
financial maintenance covenants) on the Parent Borrower and the Restricted Subsidiaries than the
terms and conditions applicable to the Loans (provided that a certificate of a Responsible Officer
of the Administrative Borrower delivered to the Administrative Agent at least five Business Days
prior to the incurrence of such Indebtedness,



65









 







together with a reasonably detailed description of
the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto, stating that the Administrative Borrower has determined in good faith that such terms and
conditions satisfy the requirement of
this clause (iv) shall be conclusive evidence that such terms and conditions satisfy such
requirement unless the Administrative Agent notifies the Administrative Borrower within such five
Business Day period that it disagrees with such determination (including a reasonable description
of the basis upon which it disagrees)) and (v) such Indebtedness (including related guarantees) is
not secured. Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes
issued in exchange therefor.



     “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 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 or are
owned by a Loan Party as of the date hereof (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



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referred to in
clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests, other
than to the extent any of the foregoing constitute Excluded 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).



     “Prime Rate” shall mean the rate of interest announced by Bank of America from time to time as
its prime rate. Such rate is set by Bank of America on the basis of various factors, including its
costs and desired return, general economic conditions and other factors, and is used as a reference
point for pricing some loans, which may be priced at, above or below such rate. Any change in such
prime rate announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.



     “Principal Jurisdiction” shall mean (i) the United States, Canada, the United Kingdom,
Switzerland and Germany, (ii) each other country in which a Restricted Subsidiary is organized in
respect of which Accounts are included in the Borrowing Base in accordance with Section
11.02(h) and (iii) and any state, province or other political subdivision of the foregoing.



     “Principal Loan Party” shall have the meaning assigned to such term in Section 3.16.



     “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 in respect
of (u) pension fund obligations; (v) unemployment insurance; (w) goods and services taxes,
sales taxes, employee income 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



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     (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 and which trust, security interest, pledge, Lien, charge, right or claim
ranks or, in the Permitted Discretion of the Administrative 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 Administrative Agent.



     “Pro Forma Basis (Leverage)” shall mean, with respect to compliance with any test or covenant
hereunder at any time of determination, that all Specified Transactions and the following
transactions in connection therewith (if any) shall be deemed to have occurred as of the first day
of the applicable period of measurement in such test or covenant: (a) income statement items
(whether positive or negative) attributable to the property or Person subject to such Specified
Transaction, (i) in the case of a sale or other disposition of all or substantially all Equity
Interests in or assets of any Restricted Subsidiary of the Parent Borrower or any division,
business unit, line of business or facility used for operations of the Parent Borrower or any of
its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or
Investment described in the definition of “Specified Transaction”, shall be included, (b) any
retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Parent Borrower or
any of its Restricted Subsidiaries in connection therewith.



     “Pro Rata Percentage” of (i) any Lender at any time shall mean the percentage of the total
Commitments of all Lenders represented by such Lender’s Commitment, and (ii) any 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 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 with respect to U.S. Letters
of Credit or European Letters of Credit, or Letters of Credit, determined with respect to the
Commitment of such Lender relative to all 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.



     “Proposed Transaction” shall mean any Dividend, prepayment of Indebtedness, Investment,
Acquisition, Asset Sale, or other transaction, payment or other action, in each case where the Loan
Parties would be required to meet the Availability Conditions in order to be permitted to
consummate such transaction, make such payment or take such other action.



     “Protective Advances” shall have the meaning assigned to such term in Section 2.01(f).



     “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 any Receivables
Purchase Agreement.



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



     “Qualified IPO” shall mean (i) the issuance by Holdings, or any direct or indirect parent of
Holdings which owns no material assets other that its direct or indirect ownership interest in the
Equity Interests of the Parent Borrower, of its common Equity Interests in an underwritten primary
or secondary public offering (other than a public offering pursuant to a registration statement on
Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and
Exchange Commission in accordance with the Securities Act or (ii) a Qualified Parent Borrower IPO.



     “Qualified Parent Borrower IPO” shall mean the issuance by the Parent Borrower of its common
Equity Interests in an underwritten primary or secondary public offering (other than a public
offering pursuant to a registration statement on Form S-8) pursuant to an effective registration
statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities
Act.



     “Qualified Securitization Transaction” shall mean any transaction or series of transactions
that may be entered into by any Restricted Subsidiary (other than a Restricted Subsidiary organized
under the laws of a Principal Jurisdiction) pursuant to which such Restricted Subsidiary may sell,
convey or otherwise transfer to a Securitization Entity or may



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grant a security interest in any
Receivables (whether now existing or arising or acquired in the future) of such Restricted
Subsidiary or any Related Security or Securitization Assets; provided
that no Receivables or other property of any Company organized in a Principal Jurisdiction
shall be subject to a Qualified Securitization Transaction.



     “Real Property” shall mean, collectively, all right, title and interest (including any
freehold, leasehold, minerals 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 Company organized under the laws of a Principal Jurisdiction) (at the time such indebtedness
and other obligations arise, and before giving effect to any transfer or conveyance contemplated
under any Qualified Securitization Transaction documentation) arising in connection with the sale
of goods or the rendering of services by such person, 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, in each
case, 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 each of (a) the Non-Recourse Receivables Purchase
Agreement dated July 6, 2007 (as amended and restated on or around the date hereof), and any
related servicing agreements (collectively, the “German Receivables Purchase Agreement”) between
the German Seller, on the one hand, and Novelis AG, on the other hand, in each case with such
modifications or amendments as may be reasonably satisfactory to the Administrative Agent in each
case providing, inter alia, for the sale and transfer of Accounts by the German Seller to Novelis
AG, (b) each Swiss Receivables Purchase Agreement between one or more Swiss Sellers, as sellers,
and Novelis AG, as purchaser, in such form as may be acceptable to the parties thereto and the
Administrative Agent (individually and collectively, as the context may require, the “Swiss
Receivables Purchase Agreement”) and (c) any other receivables purchase agreement and related
servicing agreements entered into after the Closing Date pursuant to Section 11.02(h)
between a Subsidiary Guarantor and a Borrower or a Borrowing Base Guarantor, in order that the
receivables subject thereto may be included in the Borrowing Base.



     “Receivables Seller” shall mean German Seller, each Swiss Seller and any other Subsidiary
Guarantor that is a seller of Receivables pursuant to a Receivables Purchase Agreement (including
in its roles as seller and collection agent thereunder).



     “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 joint and/or several appointments.



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     “Receiver Indemnitees” shall mean each Receiver and their officers, directors, employees,
Affiliates, agents and attorneys.




     “Refinanced Debt” shall have the meaning assigned to such term in the definition of “Term Loan
Credit Agreement Refinancing Indebtedness”.



     “Refinancing” shall mean the purchase and retirement of the Existing Senior Notes purchased
under the Debt Tender Offers on the Closing Date and 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 Parent Borrower or any of its Restricted Subsidiaries.



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



     “Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule
144A or other private placement transaction under the Securities Act of 1933, substantially
identical notes (having the same guarantees) issued in a Dollar-for-Dollar exchange therefor
pursuant to an exchange offer registered with the SEC.



     “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 Date” shall have the meaning assigned to such term in Section 2.18(b).



     “Reimbursement Obligations” shall mean each applicable Borrower’s obligations under
Section 2.18 to reimburse LC Disbursements and its obligations to pay fees and other
amounts with regard to drawings on Letters of Credit.



     “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.



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




     “Related Security” shall mean, with respect to any Receivable, all of the applicable
Restricted 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
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 Company’s right,
title and interest in, to and under the applicable Qualified Securitization Transaction
documentation.



     “Release” shall mean any spilling, leaking, seepage, pumping, 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 Administrative 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 Administrative Agent by
the Administrative Borrower from time to time as requested by the Administrative Agent), as such
amount may be adjusted from time to time by the Administrative 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.



     “Report” shall have the meaning assigned to such term in Section 10.02(c).



     “Required Lenders” shall mean, as of any date of determination, Lenders holding more than 50%
of the sum of all outstanding Commitments (or after the termination thereof, Total Revolving
Exposure); provided that the Commitment of, and the portion of the Loans held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required
Lenders.



     “Reserves” shall mean reserves established from time to time against the Borrowing Base (in
the case of Availability Reserves or other reserves) or the Commitments (in the case of



72









 







Availability Reserves) by the Administrative 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 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. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed
to have acted on behalf of such Loan Party.



     “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
Administrative Agent in its Permitted Discretion) (it being expressly understood and agreed that
(i) no Loan Party that is a Parent Borrower, a Canadian Guarantor, a U.K. Borrower, a U.K.
Guarantor, a Madeira Guarantor or a U.S. Borrower shall be a Restricted Grantor and (ii) except as
may be otherwise determined by the Administrative Agent in its Permitted Discretion, each Loan
Party that is a German Guarantor, an Irish Guarantor, a Swiss Borrower, a Swiss Guarantor, a French
Guarantor, a Luxembourg Guarantor or a Brazilian Guarantor shall be a Restricted Grantor).



     “Restricted Subsidiary” shall mean, as the context requires, (i) any Subsidiary of Holdings
other than an Unrestricted Subsidiary and (ii) any Subsidiary of any Borrower other than an
Unrestricted Subsidiary.



     “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 Administrative 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 Maturity Date and (ii) the date of
termination of the Revolving Commitments.



     “Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans and purchase participations in Letters of Credit



73









 







hereunder up
to the amount set forth on Annex I with respect to such Lender directly under the column entitled
“Revolving Commitment” or in an Increase Joinder, or in the Assignment and Assumption pursuant to
which such Lender assumed its Revolving 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’ Revolving Commitments on the Closing Date is $800,000,000.



     “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 U.S.
Revolving Exposure, Swiss Revolving Exposure and U.K. Revolving Exposure of such Lender.



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



     “Revolving Loan” shall have the meaning assigned to such term in Section 2.01(a). For
the avoidance of doubt, Revolving Loans shall include U.S. Swingline Loans, and Revolving Loans of
any Class or Type shall include Overadvances and Protective Advances made as Loans of such Class or
Type (other than Overadvances made as European Swingline Loans).



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



     “S&P” shall mean Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies,
Inc. and any successor thereto.



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



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



     “Secured Bank Product Obligations” shall mean Bank Product Debt owing to a Secured Bank
Product Provider, up to the maximum amount (in the case of any Secured Bank Product Provider other
than Bank of America and its Affiliates) specified by such provider in writing to Administrative
Agent, which amount may be established or increased (by further written notice to Administrative
Agent from time to time) as long as no Default or Event of Default exists and establishment of a
Bank Product Reserve for such amount and all other



74









 







Secured Bank Product Obligations would not
result in (i) the Total Revolving Exposure exceeding the Total Borrowing Base then in effect, or
(ii) the Total Adjusted Revolving Exposure exceeding the Total Adjusted Borrowing Base then in
effect.



     “Secured Bank Product Provider” shall mean (a) Bank of America or any of its Affiliates; and
(b) any Lender or Affiliate of a Lender that is providing a Bank Product, provided the provider
delivers written notice to Administrative Agent, in form and substance satisfactory to
Administrative Agent, by the later of the Closing Date (or, in the case of a person who becomes a
Lender pursuant to an assignment under Section 11.04(c) or an Increase Joinder, 10 days
after such person becomes a Lender) or 10 days following creation of the Bank Product, (i)
describing the Bank Product and setting forth the maximum amount to be secured by the Collateral
and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by
Section 10.12.



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



     “Secured Obligations” shall mean (a) the Obligations and (b) the due and punctual payment and
performance of all Secured Bank Product Obligations.



     “Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent,
each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent, any
Receiver or Delegate, each other Agent, the Lenders, the Issuing Banks, each Secured Bank Product
Provider.



     “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” shall mean all existing or hereafter acquired or arising (i)
Receivables that are sold, assigned or otherwise transferred pursuant to a Qualified Securitization
Transaction, (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 Company organized
under the laws of any Principal Jurisdiction has an interest in) and which have been specifically
identified and consented to by the Administrative Agent, (v) all other rights and payments which
relate solely to such Receivables and (vi) all cash reserves comprising credit enhancements for
such Qualified Securitization Transaction.



     “Securitization Entity” shall mean any corporation, company (including any limited liability
company), association, partnership, joint venture, trust, mutual fund or other business entity to
which any Restricted Subsidiary (excluding any Restricted Subsidiary that is in a Principal
Jurisdiction) or any other Securitization Entity transfers Receivables and Related Security) (a)
which engages in no activities other than in connection with the financing of



75









 







Receivables or
Related Security, (b) which is designated by the Board of Directors of the Parent Borrower as a
Securitization Entity, (c) no portion of the Indebtedness or any other obligations (contingent or
otherwise) of which (i) is guaranteed by the Parent Borrower or any Restricted
Subsidiary (excluding guarantees of such transferor Restricted Subsidiary of obligations
(other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings and guarantees by the Securitization Entity), (ii) is recourse to or obligates the
Parent Borrower or any Restricted Subsidiary (other than the Securitization Entity) in any way
other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset
of the Parent Borrower or any Restricted Subsidiary (other than the Securitization Entity),
directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant
to Standard Securitization Undertakings and other than any interest in the Receivables and Related
Security being financed (whether in the form of any equity interest in such assets or subordinated
indebtedness payable primarily from such financed assets) retained or acquired by the transferor
Restricted Subsidiary, (d) to which none of the Parent Borrower nor any Restricted Subsidiary has
any obligation to maintain or preserve such entity’s financial condition or cause such entity to
achieve certain levels of operating results and (e) with which none of Holdings, the Parent
Borrower nor any Restricted Subsidiary of the Parent Borrower has any material contract, agreement,
arrangement or understanding other than those customary for a Qualified Securitization Transaction
and, in any event, on terms no less favorable to the Parent Borrower or such Restricted Subsidiary
that those that might be obtained at the time from Persons that are not Affiliates of the Parent
Borrower or such Restricted Subsidiary. Any such designation by the Board of Directors shall be
evidenced to the Administrative Agent by providing the Administrative Agent with a certified copy
of the resolution of the Board of Directors giving effect to such designation and an Officer’s
Certificate certifying that such designation complied with the foregoing conditions.



     “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, each Luxembourg
Security Agreement, each Madeira Security Agreement, each French 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



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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 Administrative Agent and any Loan Party granting security over U.K. or Irish
assets of any Loan Party.



     “Senior Note Documents” shall mean the collective reference to the Existing Senior Note
Documents and the New Senior Note Documents.



     “Senior Note Guarantees” shall mean shall mean the collective reference to the Existing Senior
Note Guarantee and the New Senior Note Guarantees.



     “Senior Notes” shall mean shall mean the collective reference to the Existing Senior Notes and
the New Senior Notes.



     “Senior Representative” means, with respect to any series of Permitted First Priority
Refinancing Debt, Permitted Second Priority Refinancing Debt, Additional Senior Secured
Indebtedness or Junior Secured Indebtedness, the trustee, administrative agent, collateral agent,
security agent or similar agent under the indenture or agreement pursuant to which such
Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their
successors in such capacities.



     “Senior Secured Net Leverage Ratio” shall mean, with respect to any date of determination (the
“Calculation Date”), the ratio of (a) Consolidated Total Net Debt as of the Calculation Date (other
than any portion of Consolidated Total Net Debt that is unsecured or is secured solely by Liens
that are subordinated to the Liens securing the Pari Passu Secured Obligations pursuant to the
Intercreditor Agreement) (it being understood that Indebtedness under the Loan Documents which
constitutes Consolidated Total Net Debt will be included in the Senior Secured Net Leverage Ratio)
to (b) Consolidated EBITDA for the Test Period most recently ended prior to the Calculation Date
for which financial information has been delivered to the Administrative Agent and the Lenders
pursuant to Section 5.01(a) or (b).



     “Series of Cash Neutral Transactions” shall mean any series of Investments, incurrences of
Indebtedness, Asset Sales in the form of transfers of intercompany promissory notes and preferred
stock or similar instruments and/or Dividends solely among Companies; provided that (i) the
amount of cash or Cash Equivalents transferred by any Company (each such Company, an “Initiating
Company”) to another Company in such Series of Cash Neutral Transactions is not greater than the
amount of cash or Cash Equivalents received by such Initiating Company in such Series of Cash
Neutral Transactions less reasonable transaction expenses and taxes (which cash and Cash
Equivalents must be received by such Initiating Company within three Business Days of the
initiation of such Series of Cash Neutral Transactions), (ii) any Collateral (including cash or
Cash Equivalents of any Loan Party involved in such Series of Cash Neutral Transactions) shall
remain subject to a perfected security interest of the Collateral Agent, and the validly,
perfection and priority of such security interest shall not be impaired by or in connection with
such Series of Cash Neutral Transactions, (iii) no more than $50,000,000 in aggregate of cash or
Cash Equivalents may be held by Companies that are



77









 







not Loan Parties in connection with transfers
from Loan Parties as part of such Series of Cash Neutral Transactions (and any such Company that is
not a Loan Party may not retain any of such cash or Cash Equivalents after giving effect to the
Cash Neutral Transactions) and (iv) the fair
market value of the assets (other than cash or Cash Equivalents) that may be held by Companies
that are not Loan Parties in connection with transfers from Loan Parties as part of such Series of
Cash Neutral Transactions may not exceed $50,000,000 in the aggregate.



     “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 Parent 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 of the Parent Borrower, which is substantially
related thereto or is a reasonable extension thereof).



     “SL Scheme” shall mean the Syndicated Loan relief scheme as described in the HM Revenue &
Customs Guidelines dated September 2010 and administered by HM Revenue & Customs’ Centre for
Non-Residents.



     “Specified Equity Contribution” shall mean any cash contribution to the common equity of
Holdings and/or any purchase or investment in an Equity Interest of Holdings other than
Disqualified Capital Stock constituting a “Specified Equity Contribution” pursuant to Section 8.04
of the Term Loan Credit Agreement (or any similar term in any Term Loan Credit Agreement
Refinancing Indebtedness).



     “Specified Holders” shall mean Hindalco and its Affiliates.



     “Specified Transaction” shall mean, with respect to any period, any Permitted Acquisition
(other than Permitted Acquisitions where the amount of the Acquisition Consideration plus the fair
market value of any Equity Interests which constitutes all or a portion of the purchase price is
less than $15,000,000), Asset Sales (other than any dispositions in the ordinary course of business
and dispositions where the fair market value of the assets disposed of is less than $15,000,000),
Dividend, designation or redesignation of a Subsidiary as a Restricted Subsidiary or an
Unrestricted Subsidiary, incurrence or prepayment of Indebtedness (including any transaction under
Section 6.11), any Incremental Term Loan or Revolving Credit Commitment increase that by
the terms of this Agreement requires compliance on a Pro Forma Basis with a test or covenant
hereunder or requires such test or covenant (or a component of such test or covenant) to be
calculated on a “Pro Forma Basis”.



     “Spot Selling Rate” shall mean, as determined by the Administrative Agent on any day, the rate
offered in the foreign exchange market for the purchase of the applicable currency with Dollars at
the end of the preceding day, as such rate is published by Bloomberg for such day or, if no such
rate is published by Bloomberg, then as offered through the foreign exchange trading office of the
Administrative Agent or another financial institution on such day.



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     “Standard Securitization Undertakings” shall mean representations, warranties, covenants and
indemnities entered into by any Restricted Subsidiary (other than a Restricted
Subsidiary organized under the laws of a Principal Jurisdiction) that are negotiated in good
faith at arm’s length in a Receivables securitization transaction so long as none of the same
constitute Indebtedness, a Contingent Obligation (other than in connection with an obligation to
repurchase receivables that do not satisfy related representations and warranties) or otherwise
require the provision of credit support in excess of customary credit enhancement established upon
entering into such Receivables securitization transaction negotiated in good faith at arm’s length.



     “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
$1,000,000,000 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 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 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.



     “Subordinated Lien Secured Obligations” shall mean “Subordinated Lien Secured Obligations” as
defined in the Intercreditor Agreement.



     “Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any
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



79









 







of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or
more subsidiaries of the parent, (ii) 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
(iii) 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 (i) of this
definition.



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



     “Successor Holdings” shall have the meaning assigned to such term in the definition of
“Permitted Holdings Amalgamation”.



     “Successor Parent Borrower” shall have the meaning assigned to such term in the definition of
“Permitted Holdings Amalgamation”.



     “Support Agreement” shall mean the Support Agreement, dated December 17, 2010, among Novelis
North America Holdings Inc., Novelis Acquisitions LLC and the Parent Borrower.



     “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 Administrative Agent) to the Administrative 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 reasonably acceptable to the Collateral Agent.



     “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.



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     “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 German Accounts, multiplied by the advance rate
of 85%, plus



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



     (iii) the book value of Eligible Swiss Subsidiary Accounts, multiplied by an advance rate of
up to 85%, to be determined by the Administrative Agent in its sole discretion, minus



     (iv) any Reserves established from time to time by the Administrative Agent with respect to
the Swiss Borrowing Base in accordance with Section 2.01(d) and the other 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 Administrative Agent with such adjustments
as Administrative Agent deems 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.



     “Swiss Guarantor” shall mean each Restricted Subsidiary of Parent Borrower organized in
Switzerland (other than the Swiss Borrower) party hereto as a Guarantor, and each other Restricted
Subsidiary of Parent Borrower 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.



     “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.



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     “Swiss Receivables Purchase Agreement” shall have the meaning assigned to such term in the
definition of “Receivables Purchase Agreement”.




     “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 Exhibit M-4, including all subparts thereto, among the Swiss Loan Parties and
the Collateral Agent for the benefit of the Secured Parties.



     “Swiss Seller” shall mean each of Novelis Switzerland SA and Novelis Technology AG, each a
company organized under the laws of Switzerland, and any other Subsidiary Guarantor that is a
Restricted Grantor organized in Switzerland (including each in its roles as seller and collection
agent under a Swiss Receivables Purchase Agreement).



     “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.



     “Syndication Period” shall have the meaning assigned to such term in the definition of
“Eligible Assignee”.



     “Synthetic Lease Obligation” means the monetary obligation of a Person under a so-called
synthetic, off-balance sheet or tax retention lease.



     “TARGET2” shall mean the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system that utilizes a single shared platform and which was launched on November 19, 2007
(or any successor payment system).



     “TARGET Day” shall mean any day on which TARGET2 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



82









 







penalties applicable thereto. For greater certainty it shall further be specified that Taxes shall
also include any federal, cantonal and municipal direct taxes levied at source in Switzerland as
per Article 51 § 1 lit. d and Article 94 of the Swiss Federal Direct Tax Act of December 14, 1990
and as per Article 21 § 2 lit. a and Article 35 § lit. e of the Swiss Federal Harmonization
Direct Tax Act of December 14, 1990.



     “Taxing Authority” shall mean any Governmental Authority 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.



     “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 Bank of America, in its capacity as administrative
agent under the Term Loan Credit Agreement, and its successors and assigns in such capacity.



     “Term Loan Collateral Agent” shall mean Bank of America, 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 Arranger, as lead
arranger, and Bank of America, as administrative agent and as collateral agent for the Term Loan
Secured Parties, as amended, restated, supplemented, increased or modified from time to time
(including any increase permitted pursuant to Section 2.23 of the Term Loan Credit Agreement or any
similar provision in any Term Loan Credit Agreement Refinancing Indebtedness) to the extent not
prohibited by this Agreement or 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 Credit Agreement Refinancing Indebtedness” means (a) Permitted First Priority
Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured
Refinancing Debt or (d) Indebtedness incurred pursuant to a “Refinancing Amendment” (as defined in
the Term Loan Credit Agreement), in each case, issued, incurred or otherwise obtained (including by
means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew,
replace or refinance, in whole or part, existing Term Loans



83









 







(including any successive Term Loan
Credit Agreement Refinancing Indebtedness) (“Refinanced Debt”); provided that (i) such
extending, renewing or refinancing Indebtedness is in an original aggregate principal amount not
greater than the aggregate principal amount of the
Refinanced Debt, (ii) such Indebtedness has a later maturity and a Weighted Average Life to
Maturity equal to or greater than the Refinanced Debt, and (iii) such Refinanced Debt shall be
repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any)
in connection therewith shall be paid, on the date such Term Loan Credit Agreement Refinancing
Indebtedness is issued, incurred or obtained.



     “Term Loan Documents” shall mean the Term Loan Credit Agreement and the other Loan Documents
as defined in the Term Loan Credit Agreement and any corresponding term in any successor Term Loan
Agreement permitted hereby, 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 Loans” shall mean, collectively, the “Loans,” “Incremental Term Loans” and the “Other
Term Loans”, each as defined in the Term Loan Credit Agreement (or any similar term in any Term
Loan Credit Agreement Refinancing Indebtedness).



     “Test Period” shall mean, at any time, the four consecutive fiscal quarters of Parent 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 Administrative 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) the greater of (I) $350,000,000 and (II) 40% of the Total Gross
Borrowing Base, 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 Gross 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 Swiss
Borrowing Base at such time, plus (iv) the U.K. Borrowing Base at such time.



84









 





     “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 Net Leverage Ratio” shall mean, with respect to any Calculation Date, the ratio of (a)
Consolidated Total Net Debt as of the Calculation Date to (b) Consolidated EBITDA (Leverage) for
the Test Period most recently ended prior to the Calculation Date for which financial information
has been delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a)
or (b).



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



     “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.



     “Transaction Documents” shall mean the Loan Documents, the New Senior Note Documents and the
Term Loan Documents.



     “Transactions” shall mean, collectively, the transactions to occur pursuant to or in
connection with the Transaction Documents, including (a) the execution and delivery of the Loan
Documents and the initial borrowings hereunder; (b) the Refinancing; (c) the execution and delivery
of the Term Loan Documents and the borrowings thereunder; (d) the execution and delivery of the New
Senior Note Documents on the Closing Date and the receipt by Parent Borrower of at least
$2,500,000,000 in gross proceeds from the sale of the New Senior Notes, (e) the consummation of the
Debt Tender Offer, (f) the payment of the Closing Date Distribution and (g) 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.



     “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



85









 







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.



     “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, or the Base 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 in the State of
New York; provided that if perfection or the effect of perfection or non-perfection or the priority
of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as
in effect from time to time in such other jurisdiction for purposes of the provisions hereof
relating to such perfection, effect of perfection or non-perfection or priority.



     “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%,
plus



     (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) any Reserves established from time to time by the Administrative Agent with respect to
the U.K. Borrowing Base in accordance with Section 2.01(d) and the other 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 Administrative Agent with such adjustments
as Administrative Agent deems appropriate in its 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 Restricted Subsidiary of Parent Borrower incorporated in
England and Wales (other than the U.K. Borrower) party hereto as a Guarantor, and each other
Restricted Subsidiary of Parent Borrower 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:



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	 	(A)	 	a lender:






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






	 	(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
United Kingdom Income Tax 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 19
of the United Kingdom Corporation Tax Act 2009) the
whole of any share of interest payable in respect of
that advance that falls to it by reason of Part 17 of
the United Kingdom Corporation Tax Act 2009; 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 19 of the
United Kingdom Corporation Tax Act 2009) of that company; or






	 	(C)	 	a lender which:




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	 	(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 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 Exhibit M-3, including all subparts thereto, 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 Parent 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 Administrative
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 Cash” shall mean cash and Cash Equivalents of the Parent Borrower and its
Restricted Subsidiaries (in each case, free and clear of all Liens, other than Liens permitted
pursuant to Section 6.02(a), (j) and (k)), to the extent the use thereof
for the application to payment of Indebtedness is not prohibited by law or any contract to which
the Parent Borrower or any of the Restricted Subsidiaries is a party and excluding cash and Cash
Equivalents (i) which are listed as “restricted” on the consolidated balance sheet of the Parent
Borrower and its Subsidiaries as of such date or (ii) constituting proceeds of a Specified Equity
Contribution.



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



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     “Unrestricted Subsidiary” shall mean any Subsidiary of the Parent Borrower designated by the
board of directors of the Parent Borrower as an Unrestricted Subsidiary pursuant to Section
5.17 subsequent to the Closing Date.




     “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) any Reserves established from time to time by the Administrative Agent with respect to
the U.S. Borrowing Base in accordance with Section 2.01(d) and the other terms of this
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 Administrative Agent with such adjustments
as Administrative Agent deems appropriate in its Permitted Discretion to assure that the U.S.
Borrowing Base is calculated in accordance with the terms of this Agreement.



     “U.S. GAAP” shall have the meaning assigned to such term in Section 1.04.



     “U.S. LC Exposure” shall mean at any time the Dollar Equivalent of the sum of the stated
amount of all outstanding U.S. Letters of Credit at such time. The U.S. LC Exposure of any
Revolving 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 to reimburse LC Disbursements in respect of U.S. Letters of Credit.



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



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     “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).



     “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 Administrative 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. 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


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may be classified and referred to by
Class or Sub-Class (e.g., a “U.K. Borrowing,”) or by Type (e.g., a “Base Rate Borrowing”) or by
Class or Sub-Class and Type (e.g., a “Eurocurrency U.S. 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 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 (including any Organizational Document) as from time to
time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or in any other Loan Document), (b) any reference
herein to any person shall be construed to include such person’s successors and assigns, (c) any
reference to a Subsidiary of a Person shall include any direct or indirect Subsidiary of such
Person, (d) 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,
(e) 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, (f) any reference to
any law or regulation herein shall include all statutory and regulatory provisions consolidating,
amendment or interpreting such law or regulation and any reference to any law or regulation shall,
unless otherwise specified, refer to such law or regulation as amended, modified or supplemented
from time to time, (g) 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 (h) “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


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“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 Parent Borrower
in any Loan Document shall refer to the Successor Parent Borrower and (y) all references to
Holdings in any Loan Document shall refer to Successor Holdings. 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
generally accepted accounting principles in the United States applied on a consistent basis as in
effect from time to time (“U.S. GAAP”) and all terms of an accounting or financial nature shall be
construed and interpreted in accordance with U.S. GAAP, as in effect from time to time unless
otherwise agreed to by Parent Borrower and the Required Lenders or as set forth below; provided
that (i) the Parent Borrower may elect to convert from U.S. GAAP for the purposes of preparing its
financial statements and keeping its books and records to IFRS and if the Parent Borrower makes
such election it shall give prompt written notice to the Administrative Agent and the Lenders
within five Business Days of such election, along with a reconciliation of the Parent Borrower’s
financial statements covering the four most recent fiscal quarters for which financial statements
are available (including a reconciliation of the Parent Borrower’s audited financial statements
prepared during such period), (ii) upon election of any conversion to IFRS, the Administrative
Agent, the Lenders and the Parent Borrower shall negotiate in good faith to amend the financial
ratios and requirements and other terms of an accounting or a financial nature in the Loan
Documents to preserve the original intent thereof in light of such conversion to IFRS (subject to
the approval of the Required Lenders); provided that, until so amended (x) such ratios or
requirements (and all terms of an accounting or a financial nature) shall continue to be computed
in accordance with U.S. GAAP prior to such conversion to IFRS and (y) the Parent Borrower shall
provide to the Administrative Agent and the Lenders any documents and calculations required under
this Agreement or as reasonably requested hereunder by the Administrative Agent or any Lender
setting forth a reconciliation between calculations of such ratios and requirements and other terms
of an accounting or a financial nature made before and after giving effect to such conversion to
IFRS and (iii) if at any time any change in U.S. GAAP or change in IFRS would affect the
computation of any financial ratio or requirement or other terms of an accounting or a financial
nature set forth in any Loan Document, and the Parent Borrower or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Parent Borrower shall negotiate in good
faith to amend such ratio or requirement or other terms of an accounting or a financial nature to
preserve the original intent thereof in light of such change in U.S. GAAP or change in IFRS
(subject to the approval of the Required Lenders); provided that, until so amended, (x)
such ratio or requirement or other terms of an accounting or a financial nature shall continue to
be computed in accordance with U.S. GAAP prior to such change therein or change in IFRS and (y) the
Parent Borrower shall provide to the Administrative 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 or other terms of an accounting or a financial nature
made before and after giving effect to such change in U.S. GAAP or change in IFRS. Notwithstanding
the foregoing, for













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purposes of determining compliance with any covenant (including the computation of any
financial covenant) contained herein, Indebtedness of Holdings, the Parent Borrower and its
Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and
the effects of FASB ASC 825 on financial liabilities shall be disregarded.



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.



SECTION 1.06 Pro Forma Calculations. Notwithstanding anything to the contrary herein, the Total Net
Leverage Ratio and the Senior Secured Net Leverage Ratio shall be calculated on a Pro Forma Basis
(Leverage) with respect to each Specified Transaction occurring during the applicable four quarter
period to which such calculation relates, or subsequent to the end of such four-quarter period but
not later than the date of such calculation.




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 Revolving 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 Maturity Date and the termination of the Revolving Commitment of such Lender in
accordance with the terms hereof, to make revolving loans (x) to the U.S. Borrowers, jointly and
severally, or to the Parent Borrower, in any Approved Currency (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 the Swiss
Revolving Loans and the U.S. Revolving Loans, each a “Revolving Loan”), in an aggregate
principal amount that does not result in:



               (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment less such
Lender’s ratable portion of Availability Reserves;



               (ii) the Total Adjusted Revolving Exposure exceeding the Total Adjusted Borrowing Base
(subject to the Administrative Agent’s authority in its sole discretion to make Overadvances
pursuant to the terms of Section 2.01(e)); or



               (iii) the Total Revolving Exposure exceeding the lesser of (I) the Total Borrowing Base
(subject to the Administrative Agent’s authority in its sole discretion to make Overadvances
pursuant to the terms of Section 2.01(e)), and (II) the Total Revolving Commitment less
Availability Reserves.




     (b) [intentionally omitted.]



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     (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 Administrative Agent
shall have the right to establish Availability Reserves against the Commitments, and/or
Availability Reserves and other Reserves against the Borrowing Base, in each case in such
amounts, and with respect to such matters, as the Administrative Agent in its Permitted
Discretion shall deem necessary, including, without limitation (but without duplication), (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 “First Priority” on any of the Collateral, which Lien, in the
Permitted Discretion of the Administrative 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 and a Reserve against prior
claims of Logan, in each case, against Eligible Inventory included in the Borrowing Base, (iv)
an Inventory Reserve, in each case, against Eligible Inventory included in the Borrowing Base,
(v) Rent Reserves and Reserves for Priority Payables, (vi) a Bank Product Reserve, and (vii) a
Dilution Reserve; provided, however, that (y) the amount of any Reserve
established by the Administrative Agent shall have a reasonable relationship to the event,
condition or other matter that is the basis for the Reserve, 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 Administrative Agent shall provide the
Administrative Borrower with at least three (3) Business Days’ prior written notice of any such
establishment. Upon delivery of written notice to Administrative Borrower, the Administrative
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 Administrative Agent in the exercise of its Permitted Discretion.
In no event shall such notice and opportunity limit the right of the Administrative Agent to
establish such Reserve, unless the Administrative 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.




     (e) The Administrative 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 Swingline 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 Commitment less Availability Reserves, (ii) cause the Total Adjusted Revolving
Exposure to exceed the Total Adjusted Borrowing Base, or (iii) be made when one or more of the
other conditions precedent to the making of Loans hereunder cannot



94









 







be satisfied, except that Administrative Agent may make (or cause to be made) such
additional Revolving Loans (including U.S. Swingline Loans) or European 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 Administrative Agent deems it necessary or advisable in its discretion to do so;
provided, that: (A) the total principal amount outstanding at any time of Overadvances
to the Borrowers which Administrative 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 (I) exceed the amount equal to 5% of the Total Borrowing Base, or, when
aggregated with all Credit Protective Advances then outstanding, 7.5% of the Total Borrowing
Base, and (II) shall not, without the consent of all Lenders, cause the Total Revolving Exposure
to exceed the Total Revolving Commitment of all of the Lenders less Availability Reserves, or
such Lender’s Pro Rata Percentage of the Total Revolving Exposure to exceed such Lender’s
Revolving Commitment less such Lender’s Pro Rata Percentage of Availability Reserves, (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, Administrative 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) Administrative Agent shall be entitled to recover
such funds on demand from the applicable Borrower or Borrowers together with interest thereon
for each day from the date such payment was due until the date such amount is paid to
Administrative Agent at the interest rate otherwise applicable to Loans of such Class and Type
(including interest at the Default Rate, if applicable). Each Lender of the applicable Class
shall be obligated to pay Administrative Agent the amount of its Pro Rata Percentage of any such
Overadvance, provided, that such Administrative Agent is acting in accordance with the
terms of this Section 2.01(e). Overadvances shall constitute Revolving Loans (or
European Swingline Loans), shall be payable on demand and shall constitute Obligations secured
by the Collateral entitled to all the benefits of the Loan Documents. Any funding of an
Overadvance or sufferance of an Overadvance shall not constitute a waiver by any Agent or any
Lender of the Event of Default caused thereby. In no event shall any Borrower be deemed a
beneficiary of this Section 2.01(e) nor authorized to enforce any of its terms.




     (f) The Administrative Agent shall be authorized, in its discretion, at any time that any
conditions in Section 4.02 are not satisfied, to make Base Rate Loans (“Protective
Advances”) (i) if the Administrative Agent deems such Loans necessary or desirable to preserve
or protect Collateral, or to enhance the collectibility or repayment of Obligations (“Credit
Protective Advances”), provided, that the total principal amount outstanding at any time
of Credit Protective Advances shall not exceed the amount equal to 5% of the Total Borrowing
Base, or, when aggregated with all Overadvances then outstanding, 7.5% of the Total Borrowing
Base, or (ii) to pay any other amounts chargeable to the Loan Parties under any Loan Documents,
including costs, fees and expenses; provided further, that the total principal
amount outstanding at any time of Protective Advances shall not, without the consent of all
Lenders, cause the Total Revolving Exposure to exceed the Total Revolving Commitment of all of
the Lenders less Availability Reserves, or such Lender’s Pro Rata Percentage of the Total
Revolving Exposure to exceed such Lender’s Revolving Commitment less such Lender’s Pro Rata
Percentage of Availability Reserves. Each Lender shall



95









 







participate in each Protective Advance in accordance with its Pro Rata Percentage.
Required Lenders may at any time revoke Administrative Agent’s authority to make further
Protective Advances by written notice to the Administrative Agent. Absent such revocation, the
Administrative Agent’s determination that funding of a Protective Advance is appropriate shall
be conclusive.


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, Protective Advances and Loans deemed
made pursuant to Section 2.18, 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 Base Rate Loans or Eurocurrency Loans as
Administrative Borrower may request pursuant to Section 2.03 (provided that Base
Rate Loans shall be available only with respect to Dollar Denominated Loans borrowed by U.S.
Borrowers or Parent Borrower), (ii) each Borrowing of GBP Denominated Loans or Swiss Franc
Denominated Loans shall be comprised entirely of Eurocurrency Loans, and (iii) each Borrowing of
Euro Denominated Loans shall be comprised entirely of EURIBOR Loans; 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; and provided, further, that with respect to any
Loan (and so long as no Event of Default shall have occurred and is continuing), if such Lender
is a Swiss Qualifying Bank, such branch or Affiliate must also qualify as a Swiss Qualifying
Bank. 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, or eight
EURIBOR 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(b) and
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 Administrative Agent may designate, not later
than 12:00 noon, New York time (11:00 a.m., London time in the case of Revolving Loans made in
GBP or Euros), and the Administrative Agent shall promptly credit the amounts so received to an
account of the applicable Borrower as directed by the



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Administrative Borrower in the applicable Borrowing Request maintained with the
Administrative 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.




     (d) Unless the Administrative Agent shall have received notice from a Lender prior to the
date of any Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has
made such portion available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above, and the Administrative Agent may, in reliance upon such
assumption, make available to the applicable Borrower on such date a corresponding amount. If
the Administrative Agent shall have so made funds available, then, to the extent that such
Lender shall not have made such portion available to the Administrative Agent, each of such
Lender and such Borrower severally agrees to repay to the Administrative 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
Administrative 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 Administrative Agent in accordance with banking
industry rules on interbank compensation. If such Lender shall repay to the Administrative
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
Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall
cease.




     (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 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 Administrative
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 Administrative Agent (i) in the case of a Eurocurrency Borrowing (other
than a Eurocurrency Borrowing made in GBP), not later than 12:00 noon, New York time, three (3)
Business Days before the date of the proposed Borrowing, (ii) in the case of a EURIBOR
Borrowing, or a Eurocurrency Borrowing made in GBP, not later than 11:00 a.m., London time,
three (3) Business Days before the date of the proposed Borrowing, or (iii) in the case of a
Base Rate Borrowing, not later than 12:00 a.m., New York 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;



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               (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 or Swiss Revolving Loans;



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



               (v) in the case of U.S. Revolving Loans, whether such Borrowing is to be made to the U.S.
Borrowers or the Parent Borrower;



               (vi) in the case of a Eurocurrency Borrowing or EURIBOR 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” or “EURIBOR 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



               (ix) in the case of a Eurocurrency 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 Parent Borrower, then the requested Borrowing shall
be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested EURIBOR
Borrowing or Eurocurrency Borrowing, then the Administrative Borrower on behalf of the applicable
Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the Administrative 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 Administrative
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. Each Loan Party hereby irrevocably appoints and constitutes
Administrative Borrower as its agent to receive statements of 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 Loan
Party by Administrative Borrower shall be deemed for all purposes to have been made by such Loan



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Party, as the case may be, and shall be binding upon and enforceable against such Loan
Party to the same extent as if made directly by such Loan Party. Administrative Borrower hereby
accepts the appointment by Borrowers and the other Loan Parties to act as the agent of Borrowers
and the other Loan Parties 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. 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 Administrative Agent and
appointment by the Borrowers of a replacement Administrative Borrower.




     (c) Appointment of European Administrative Borrower. Each U.K. Borrower 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 Administrative Agent and Lenders may disburse the Loans to such bank
account of European Administrative Borrower or a U.K. Borrower or Swiss Borrower or otherwise
make such Loans to a U.K. Borrower or Swiss Borrower and provide such Letters of Credit to a
U.K. Borrower or Swiss Borrower as European Administrative Borrower may designate or direct,
without notice to any other Borrower or Guarantor. Each U.K. Borrower and Swiss Borrower hereby
irrevocably appoints and constitutes European Administrative Borrower as its agent to receive
statements of 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.
European Administrative Borrower hereby accepts the appointment by the U.K. Borrowers 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. Borrower or Swiss Borrower requested by or paid to or for the account of
such Borrower, or the issuance of any Letter of Credit for a U.K. Borrower or Swiss Borrower
hereunder, shall be paid to or for the account of 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 Administrative Agent and appointment by the
U.K. Borrowers and Swiss Borrowers of a replacement European Administrative Borrower.




     (d) Unless payment is otherwise timely made by Borrowers within three (3) Business Days of
the due date (after the lapse of any applicable grace periods) of any Secured Obligations
(whether principal, interest, fees or other charges, including Extraordinary Expenses, LC
Obligations, cash collateral and Secured Bank Product Obligations), Borrower shall be deemed to
have requested Base Rate Revolving Loans on such third Business Day in the amount of such
Secured Obligations. The proceeds of such Revolving Loans shall be disbursed as direct payment
of the relevant Secured Obligation.



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SECTION 2.04 Evidence of Debt.





     (a) Promise to Repay. Each U.S. Borrower, jointly and severally, hereby
unconditionally promises to pay on the Maturity Date to the Administrative 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 made to any U.S. Borrower. The Parent
Borrower hereby unconditionally promises to pay on the Maturity Date to the Administrative
Agent, for the account of each applicable Revolving Lender, the then unpaid principal amount of
each U.S. Revolving Loan of such Revolving Lender made to the Parent Borrower. The Swiss
Borrower hereby unconditionally promises to pay (i) on the Maturity Date to the Administrative
Agent, for the account of each applicable Revolving Lender, the then unpaid principal amount of
each Swiss Revolving Loan of such Revolving Lender and (ii) on the earlier of the Maturity Date
and the last day of the Interest Period for such Loan, to the European Swingline Lender, the
then unpaid principal amount of each European Swingline Loan. The U.K. Borrower hereby
unconditionally promises to pay on the Maturity Date to the Administrative Agent, for the
account of each applicable Revolving Lender, the then unpaid principal amount of each U.K.
Revolving Loan of such Revolving Lender. 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 Administrative 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 Administrative 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 Administrative 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 of Credit; provided
that the failure of any Lender or the Administrative 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 Administrative 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 or K-2, 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



100









 







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, jointly and severally, agree to pay to the
Administrative Agent for the account of each Lender having a Revolving Commitment a commitment
fee (a “Commitment Fee”) denominated in Dollars on the actual daily amount by which the Total
Revolving Commitment exceeds the Total Revolving Exposure, 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 first
Business Day of each month, commencing January 1, 2011, 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. Parent 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
Administrative Agent for the account of each Lender having a Revolving Commitment a
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,
Canadian Dollars or GBP, Eurocurrency Loans, and (B) with regard to Letters of Credit
denominated in euros, EURIBOR 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 such 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 first Business Day of each month, commencing on January
1, 2011, 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



101









 







payable to an 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 Administrative Agent for distribution, if and as appropriate, among the Lenders, except that
Borrowers shall pay the Fronting Fees directly to the applicable Issuing Bank. Once paid, none
of the Fees shall be refundable under any circumstances.


SECTION 2.06 Interest on Loans.





     (a) Base Rate Loans. Subject to the provisions of Section 2.06(f), the
Loans comprising each Base Rate Borrowing, including each U.S. Swingline Loan, shall bear
interest at a rate per annum equal to the 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, including each European Swingline Loan, 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.




     (c) [intentionally omitted].




     (d) [intentionally omitted].




     (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, during an Event of Default of the
type specified in Sections 8.01(a), (b), (g) or (h), or during
any other Event of Default if the Required Lenders in their discretion so elect by notice to the
Administrative Agent, 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 Base Rate 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



102









 







prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan or a U.S.
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 or Eurocurrency 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 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 with regard to 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 Base Rate, Adjusted
EURIBOR Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in
accordance with the provisions of this Agreement and such determination shall be conclusive
absent manifest error.




     (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,



103









 




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
5.15 or, (B) if after an Event of Default, 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 Administrative Agent, a Swiss Loan Party shall provide to the
Administrative 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 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 and the LC Commitment shall automatically terminate on the Maturity Date.




     (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 $1,000,000 and not less than $5,000,000 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 Exposure would exceed the aggregate amount of Revolving
Commitments, or the Total Revolving Exposure would exceed the Total Revolving Commitment.




     (c) Borrower Notice. Administrative Borrower shall notify the Administrative 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



104









 







reduction, specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative 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
Administrative 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 or Eurocurrency 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 Parent Borrower, to a Base Rate Borrowing
or a Eurocurrency Borrowing) or to rollover or continue such Borrowing and, in the case of a
EURIBOR Borrowing or Eurocurrency Borrowing, may elect Interest Periods therefor, all as
provided in this Section. Borrowings consisting of Alternate Currency Revolving Loans
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, or
eight EURIBOR 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 Administrative 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) and (v) below shall be specified for each resulting Borrowing);



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               (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 Parent Borrower,
whether such Borrowing is to be a Base Rate Borrowing or a Eurocurrency Borrowing;



               (iv) [intentionally omitted];



               (v) if the resulting Borrowing is a EURIBOR Borrowing or a Eurocurrency 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 term “EURIBOR Interest Period” or
“Eurocurrency 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 or Eurocurrency Borrowing
but does not specify an Interest Period, then Borrowers shall be deemed to have selected an
Interest Period of one month’s duration.



     Promptly following receipt of an Interest Election Request, the Administrative 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 Parent 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 a 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
Administrative 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 or
Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency 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) shall be converted to a Base Rate Borrowing at the end of
the Interest Period applicable thereto.


SECTION 2.09 [intentionally omitted].



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



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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.



               (ii) [intentionally omitted].



               (iii) [intentionally omitted].



               (iv) In the event of any partial reduction of the Revolving Commitments, then (x) at or prior
to the effective date of such reduction, the Administrative Agent shall notify Administrative
Borrower and the applicable Revolving Lenders of the Total Revolving Exposure after giving effect
thereto and (y) if the Total Revolving Exposure would exceed the Total Revolving Commitment less
Availability Reserves after giving effect to such reduction, each applicable Borrower shall, on the
date of such reduction, act in accordance with Section 2.10(b)(vi) below.



               (v) [intentionally omitted].



               (vi) In the event that the Total Revolving Exposure at any time exceeds the Total Revolving
Commitment less Availability Reserves 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, in an aggregate amount sufficient to
eliminate such excess.



               (vii) [intentionally omitted].



               (viii) In the event that the aggregate LC Exposure exceeds the LC 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 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, 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



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Letters of Credit or cash collateralize its outstanding Letters of Credit in accordance with
the procedures set forth in Section 2.18, 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) [intentionally omitted].



               (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 Pari Passu
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 of Revolving Credit Priority Collateral by any Loan
Party (i) outside of the ordinary course of business, (ii) occurring during the existence of any
Event of Default or (iii) at any time after the occurrence of a Cash Dominion Trigger Event and
prior to the subsequent occurrence of a Cash Dominion Recovery Event, 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 no such prepayment shall be required under this Section
2.10(c) with respect to (A) the disposition of property which constitutes a Casualty Event
(in which event Section 2.10(f) shall apply), or (B) Asset Sales for fair market value
resulting in less than $5,000,000 in Net Cash Proceeds in any fiscal year.




     (d) [intentionally omitted]




     (e) [intentionally omitted]




     (f) Casualty Events. Not later than three (3) Business Days following the receipt
of any Net Cash Proceeds from a Casualty Event in respect of Revolving Credit Priority
Collateral by any Loan Party during the occurrence of an Event of Default or at any time after
the occurrence of a Cash Dominion Trigger Event and prior to the subsequent occurrence of a Cash
Dominion Recovery Event, 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 no
such prepayment shall be required under this Section 2.10(f) with respect to Casualty
Events resulting in less than $5,000,000 in Net Cash Proceeds in any fiscal year.




     (g) [intentionally omitted]




     (h) Application of Prepayments. (i) Prior to any optional or mandatory prepayment
hereunder, Administrative Borrower shall select the Borrowing or Borrowings to



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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 U.S. 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 or Eurocurrency
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 U.S. 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 U.S. 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 Administrative Agent and applied to the prepayment of EURIBOR Loans or
Eurocurrency Loans on the last day of the then next-expiring Interest Period for EURIBOR Loans or
Eurocurrency Loans; provided that (i) interest in respect of such Excess Amount shall
continue to accrue thereon at the rate 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 Administrative 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 Administrative 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 Eurocurrency Borrowing (other than a Eurocurrency Borrowing made in
GBP), not later than 12:00 noon, New York time, three (3) Business Days before the date of
prepayment, (i) in the case of prepayment of a EURIBOR Borrowing, or a Eurocurrency Borrowing
made in GBP (in each case other than a European Swingline Loan), not later than 11:00 a.m.,
London time, three (3) Business Days before the date of prepayment, (iii) in the case of
prepayment of a Base Rate Borrowing, not later than 12:00 noon, New York time, one (1) Business
Day before the date of prepayment, (iv) in the case of prepayment of a U.S. Swingline Loan, not
later than 12:00 noon, New York time, on the date of prepayment, and (v) 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



109









 







such notice (other than a notice relating solely to Swingline Loans), the Administrative
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 or Eurocurrency Borrowing:





     (a) the Administrative 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 or Adjusted LIBOR 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 Administrative Agent is advised in writing by the Required Lenders that the
Adjusted EURIBOR Rate or Adjusted LIBOR 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 Administrative Agent shall give written notice thereof to Administrative Borrower and the
Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies
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 or Eurocurrency Borrowing, as applicable,
shall be ineffective and (ii) if any Borrowing Request requests a Eurocurrency Borrowing in
Dollars, such Borrowing shall be made as a Base Rate Borrowing, and Borrowing Requests for any
affected Alternate Currency Revolving Loans 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 any Issuing Bank; or



               (ii) impose on any Lender or any Issuing Bank or the interbank market any other condition,
cost or expense affecting this Agreement or EURIBOR Loans or Eurocurrency 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 or any Eurocurrency Loan (or of maintaining its obligation to






110









 







make any such Loan), or to increase the cost to such Lender, such Issuing Bank or such Lender’s or
such 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 such Issuing Bank
hereunder (whether of principal, interest or any other amount), then, upon request of such Lender
or such Issuing Bank, Borrowers will pay to such Lender or such Issuing Bank, as the case may be,
such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case
may be, for such additional costs incurred or reduction suffered.





     (b) Capital Requirements. If any Lender or any Issuing Bank determines (in good
faith, but in its sole absolute discretion) that any Change in Law affecting such Lender or such
Issuing Bank or any lending office of such Lender or such Lender’s or such 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 such Issuing Bank’s capital or on the capital of such
Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this 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 such Issuing Bank, to a level below that which
such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s or such
Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company
with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or
such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such
Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such
reduction suffered.




     (c) Certificates for Reimbursement. A certificate of a Lender or an Issuing Bank
setting forth the amount or amounts necessary to compensate such Lender or such 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 such 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 any Issuing
Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that
Borrowers shall not be required to compensate a Lender or an 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 such 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 such 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



111









 







contemplated hereby with respect to any Eurocurrency Loan or any EURIBOR Loan, then, upon
written notice by such Lender to Administrative Borrower and the Administrative 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 Base Rate Loans will not thereafter (for such duration) be converted into
Eurocurrency Loans, whereupon any request to convert a Base Rate 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 a Base Rate Loan as such, or to convert a
Eurocurrency Loan into a Base Rate 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 Base Rate Loans 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); 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 Administrative 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.




     (g) Increased Tax Costs. If any Change in Law shall subject any Lender or any
Issuing Bank to any (i) Tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of
taxation of payments to such Lender or such Issuing Bank in respect thereof, or (ii) Tax imposed
on it that is specially (but not necessarily exclusively) applicable to lenders such as such
Lender as a result of the general extent and/or nature of their activities, assets, liabilities,
leverage, other exposures to risk, or other similar factors, including but not limited to the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations,
guidelines or directives thereunder or issued in connection therewith, the



112









 







proposed United Kingdom Tax to be known as the “bank levy” (in respect of which draft
legislation was last published on December 9, 2010) in such form as it may be imposed and as
amended or reenacted, and similar legislation (except, in each case of the foregoing clauses (i)
and (ii), 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;
provided, however, for purposes of this Section 2.12(g), a franchise tax
in lieu of or in substitute of net income taxes shall be treated as an Excluded Tax only if such
franchise tax in lieu of or in substitute of net income taxes is imposed by a state, city or
political subdivision of a state, in each case in the United States, for the privilege of being
organized or chartered in, or doing business in, such state, city or political subdivision of
such state or city in the United States), and the result of any of the foregoing shall be to
increase the cost to such Lender such Issuing Bank of making or maintaining any Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such
Issuing Bank or such Lender’s or such 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 such Issuing Bank hereunder (whether of principal, interest or any other
amount), then, upon request of such Lender or such Issuing Bank, Borrowers will pay to such
Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.


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 or EURIBOR 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 or EURIBOR 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
or EURIBOR 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 or EURIBOR 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 or the Adjusted EURIBOR 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 Administrative Borrower (with a copy to the
Administrative 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.







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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 (i) in the
case of payments with respect to Revolving Loans made in GBP or Euros, 12:00 noon, London time,
(ii) in the case of European Swingline Loans, 11:00 a.m. Zurich time), and (iii) with respect to
all other payments, 3:00 p.m., New York time, on the date when due, in immediately available
funds, without condition or deduction for any counterclaim, defense, recoupment or setoff. Any
amounts received after such time on any date may, in the discretion of the Administrative Agent,
be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All payments by any Loan Party shall be made to the Administrative Agent at
Agent’s Account, for the account of the respective Lenders to which such payment is owed, except
payments to be made directly to an Issuing Bank or a 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 Administrative Agent shall distribute any
such payments received by it for the account of any other person to the appropriate recipient
promptly following receipt thereof in like funds as received by the Administrative Agent. 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 Administrative 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



114









 







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 any 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 Administrative 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 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 Debtor Relief Laws 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 Administrative Agent shall have received notice
from Administrative Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or any Issuing Bank hereunder that the applicable Borrower
will not make such payment, the Administrative Agent may assume that the applicable Borrower has
made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such
event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or
each Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest
thereon, for each day from and including the



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date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Interbank Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation. A
notice of the Administrative Agent to any Lender or the Administrative Borrower with respect to
any amount owing under this Section 2.14(e) shall be conclusive, absent manifest error.




     (f) Lender Default. If any Lender shall fail to make any payment required to be
made by it hereunder, including pursuant to Section 2.02(c), Section 2.14(d),
Section 2.14(e), Section 2.17(c), Section 2.17(g), Section 2.18,
Section 10.05, or Section 10.09, then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully paid.
Administrative Agent may (but shall not be required to), in its discretion, retain any payments
or other funds received by any Agent that are to be provided to a Defaulting Lender hereunder,
and may apply such funds to such Lender’s defaulted obligations or readvance the funds to
Borrowers in accordance with this Agreement. The failure of any Lender to fund a Loan, to make
any payment in respect of any LC Obligation or to otherwise perform its obligations hereunder
shall not relieve any other Lender of its obligations, and no Lender shall be responsible for
default by another Lender. Lenders and each Agent agree (which agreement is solely among them,
and not for the benefit of or enforceable by any Borrower) that, solely for purposes of
determining a Defaulting Lender’s right to vote on matters relating to the Loan Documents (other
than those matters that would (i) increase or extend the Commitment of such Lender, (ii) reduce
the amount of or extend the time for final payment of principal owing to such Lender, (iii)
modify provisions affecting a Defaulting Lender’s voting rights or (iv) treat or affect a
Defaulting Lender more adversely than the other Lenders) and to share in payments, fees and
Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until
all its defaulted obligations have been cured.


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 Law to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the applicable Loan Party shall
increase the sum payable as necessary so that after all such required deductions and
withholdings (including any such 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 or
withholdings been made, (ii) the applicable Loan Party shall make such deductions or
withholdings and (iii) the applicable Loan Party shall timely pay the full amount deducted or
withheld to the relevant Taxing Authority in accordance with Applicable 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






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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



               (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 Law.




     (c) Indemnification by Borrowers. Each Loan Party shall indemnify each Agent,
Lender and 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 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 an Issuing Bank (with a copy to the Administrative
Agent), or by an Agent on its own behalf or on behalf of a Lender or an 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(g) 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 applicable Loan Party shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Taxing Authority evidencing such payment, a copy of the return



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reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative 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 Administrative Agent) if reasonably requested by
Administrative Borrower or the Administrative Agent (and from time to time thereafter, as
requested by Administrative Borrower or Administrative Agent), such properly completed and
executed documentation prescribed by Applicable Law or any subsequent replacement or substitute
form that it may lawfully provide as will permit such payments to be made without withholding or
at a reduced rate of withholding; provided, however, that no Lender shall be
required to provide any such documentation or form if, in the relevant Lender’s reasonable
judgment, doing so would subject such Lender to any material unreimbursed costs or otherwise be
disadvantageous to it in any material respect. In addition, any Lender, if requested by
Administrative Borrower or the Administrative Agent, shall, to the extent it may lawfully do so,
deliver such other documentation reasonably requested by Administrative Borrower or the
Administrative Agent as will enable the applicable Loan Parties or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or information reporting
requirements; provided, however, that no Lender shall be required to provide any
such documentation if, in the relevant Lender’s reasonable judgment, doing so would subject such
Lender to any material unreimbursed costs or otherwise be disadvantageous to it in any material
respect; and provided, further, that the Administrative Borrower 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
Administrative Agent in Section 2.15(e) herein further undertakes to deliver to
Administrative Borrower (with a copy to Administrative Agent), upon request of Administrative
Borrower or Administrative 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 Administrative 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 Administrative Agent pursuant to this Section 2.15 to the extent
the obligation to pay such additional amount would not have arisen but for the failure of such
Lender or Administrative Agent to comply with this paragraph.



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          Each Lender and Issuing Bank shall promptly notify the Administrative Borrower and the
Administrative Agent of any change in circumstances that would change any claimed Tax exemption or
reduction. Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10
days after demand therefor) Borrowers and the Administrative Agent for any Taxes, losses, claims,
liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or
asserted against a Borrower or Administrative Agent by any Governmental Authority due to such
Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation
required to be delivered by it pursuant to this Section. Each Lender and Issuing Bank
authorizes the Administrative Agent to set off any amounts due to the Administrative Agent or the
Borrower under this Section against any amounts payable to such Lender or Issuing Bank
under any Loan Document.




     (f) Treatment of Certain Refunds. If an Agent, a Lender or an 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(g), 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(g), or Section 2.06(j)), net of all
reasonable and customary out-of-pocket expenses of such Agent, Lender or 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(g), or
Section 2.06(j)); provided that each Loan Party, upon the request of such Agent,
such Lender or such 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 Issuing Bank in the event such Agent, Lender or 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 any 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
Issuing Bank be required to pay any amount to any Loan Party the payment of which would place
such Agent, Lender or Issuing Bank in a less favorable net after-tax position than such Agent,
Lender or 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.




     (g) Cooperation. Notwithstanding anything to the contrary in Section
2.15(e), with respect to non-U.S. withholding taxes, the relevant Agent, the relevant
Lender(s) (at the written request of the relevant Loan Party) and the relevant Loan Party, shall
cooperate in completing any procedural formalities necessary (including delivering any
documentation prescribed by Applicable 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 such Agent or such Lender(s) is entitled without any, or a reduced rate of,
deduction or withholding for, or on account of, Taxes; provided, however, that
no Agent nor any Lender shall be required to provide any documentation that it is not legally
entitled to provide, or take any action that, in the relevant Agent’s or the relevant Lender’s
reasonable



119









 







judgment, would subject such Agent or such Lender to any material unreimbursed costs or
otherwise be disadvantageous to it in any material respect; and provided,
however, that nothing in this Section 2.15(g) shall require a Treaty Lender to:
(A) register under the HMRC DT Treaty Passport Scheme; (B) apply the HMRC DT Treaty Passport
Scheme to any Borrowing if it has so registered; or (C) file Treaty forms if it is registered
under the HMRC DT Treaty Passport Scheme and has indicated to the U.K. Borrower that it wishes
the HMRC DT Treaty Passport Scheme to apply to this Agreement.




     (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), and
except where it is registered under the HMRC DT Treaty Passport Scheme and has indicated to the
U.K. Borrower that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement),
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 SL Scheme has been made in respect of that Treaty Lender in
accordance with Section 2.15(j) and HM Revenue & Customs have confirmed that the SL
Scheme is applicable in respect of that Treaty Lender. The Administrative 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 Administrative 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 Administrative 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
Administrative Agent’s or the relevant Lender’s reasonable judgment would subject the
Administrative 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, 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



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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. Syndicated Loan Scheme.



     For the avoidance of doubt, this Section 2.15(j) shall apply only if and to the extent
that the SL Scheme is available to Treaty Lenders.


Each Treaty Lender:




               (i) irrevocably appoints the U.K. Borrower to act as syndicate manager under, and authorizes
the U.K. Borrower to operate, and take any action necessary or desirable under, the SL Scheme in
connection with the Loan Documents and Loans;



               (ii) shall cooperate with the U.K. Borrower in completing any procedural formalities necessary
under the SL Scheme, and shall promptly supply to the U.K. Borrower such information as the U.K.
Borrower may reasonably request in connection with the operation of the SL Scheme;



               (iii) without limiting the liability of any Loan Party under this Agreement, shall, within
five (5) Business Days of demand, indemnify the U.K. Borrower for any liability or loss incurred by
the U.K. Borrower as a result of the U.K. Borrower acting as syndicate manager under the SL 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 U.K. Borrower’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 SL
Scheme being withdrawn.


The U.K. Borrower acknowledges that it is fully aware of its contingent obligations under the SL
Scheme and shall act in accordance with any provisional notice issued by the HM Revenue & Customs
under the SL Scheme.



All parties acknowledge that the U.K. Borrower (acting as syndicate manager):




               (v) is entitled to rely completely upon information provided to it in connection with this
Section 2.15(j);



               (vi) is not obliged to undertake any enquiry into the accuracy of such information, nor into
the status of the Treaty Lender providing such information; and



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               (vii) shall have no liability to any person for the accuracy of any information it submits in
connection with this Section 2.15(j).




     (k) Tax Returns. 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 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 information necessary for the completion and filing of such Tax Return as the relevant
Agent, Lender or 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.




     (l) Value Added Tax. All amounts set out, or expressed to be payable under a Loan
Document by any party to a Lender, Agent or Issuing Bank which (in whole or in part) constitute
the consideration for value added tax purposes shall be deemed to be exclusive of any value
added tax which is chargeable on such supply, and accordingly, if value added tax is chargeable
on any supply made by any Lender, Agent or Issuing Bank to any party under a Loan Document, that
party shall pay to the Lender, Agent or Issuing Bank (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the value added tax (and such Lender,
Agent or Issuing Bank shall promptly provide an appropriate value added invoice to such party).


Where a Loan Document requires any party to reimburse a Lender, Agent or Issuing Bank for any costs
or expenses, that party shall also at the same time pay and indemnify the Lender, Agent or Issuing
Bank against all value added tax incurred by the Lender, Agent or Issuing Bank in respect of the
costs or expenses to the extent that the party reasonably determines that neither it nor any other
member of any group of which it is a member for value added tax purposes is entitled to credit or
repayment from the relevant tax authority in respect of the value added tax.



If any Lender, Agent or Issuing Bank requires any Loan Party to pay any additional amount pursuant
to Section 2.15(l), then such Lender, Agent or Issuing Bank and Loan Party shall use
reasonable efforts to cooperate to minimize the amount such Loan Party is required to pay if, in
the judgment of such Lender, Agent or Issuing Bank, such co-operation would not subject such
Lender, Agent or Issuing Bank to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender, Agent or Issuing Bank.





     (m) FATCA. If a payment made by Borrowers hereunder or under any other Loan
Document would be subject to U.S. federal withholding tax imposed pursuant to FATCA if any
Lender fails to comply with applicable reporting and other requirements of FATCA (including
those contained in section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall use
commercially reasonable efforts to deliver to Administrative Borrower and the Administrative
Agent, at the time or times prescribed by applicable law or as reasonably requested by
Administrative Borrower or the Administrative Agent, (A) two accurate, complete and signed
certifications prescribed by applicable law and/or reasonably satisfactory to Administrative
Borrower and the Administrative Agent that establish that such payment is exempt from United
States federal withholding tax imposed pursuant to FATCA and (B) any



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other documentation reasonably requested by Administrative Borrower or the Administrative
Agent sufficient for Administrative Borrower and the Administrative Agent to comply with their
obligations under FATCA and to determine that such Lender has complied with such applicable
reporting and other requirements of FATCA.


SECTION 2.16 Mitigation Obligations; Replacement of Lenders.





     (a) Designation of a Different Lending Office. Each Lender may at any time or from
time to time designate, by written notice to the Administrative 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; provided
that, 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); and provided,
further, that with respect to any Loan (and so long as no Event of Default shall have
occurred and is continuing), if such Lender is a Swiss Qualifying Bank, such branch or Affiliate
must also qualify as a Swiss Qualifying Bank. 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 first proviso to the first sentence of this
Section 2.16(a) shall not 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) Mitigation Obligations. 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 is a Defaulting Lender, then, in addition to any other rights and remedies that any
Person may have, Administrative Agent may, by notice to such Lender within 120 days after such
event, require such Lender to assign all of its rights and obligations under the Loan Documents
to



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Eligible Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment
and Assumption(s) and within 20 days after Agent’s notice. Administrative Agent is irrevocably
appointed as attorney-in-fact to execute any such Assignment and Assumption if the Lender fails
to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such
assignment, all amounts owed to it under the Loan Documents, including all principal, interest
and fees through the date of assignment (but excluding any prepayment charge).


SECTION 2.17 Swingline Loans.





     (a) U.S. Swingline Loans. The Administrative Agent, the U.S. Swingline Lender and
the Revolving 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
Revolving Loan, the U.S. Swingline Lender may elect to have the terms of this Section
2.17(a) apply to up to $50,000,000 of such Borrowing Request by crediting, on behalf of the
Revolving Lenders and in the amount requested, same day funds to the U.S. Borrowers, in the case
of U.S. Revolving Loans made to them, or the Parent Borrower, in the case of U.S. Revolving
Loans made to it (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, by
remittance to the applicable Issuing Bank), on the applicable Borrowing date as directed by the
Administrative Borrower in the applicable Borrowing Request maintained with the Administrative
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 Revolving Loans funded by the Revolving 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 $1,000,000 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 Revolving 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
Revolving Commitment. The U.S. Swingline Lender may, at any time, require the Revolving Lenders
to fund their participations. From and after the date, if any, on which any Revolving Lender is
required to fund its participation in any U.S. Swingline Loan purchased hereunder, the
Administrative 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
Administrative Agent that are payable to such Lender in respect of such Loan.




     (c) U.S. Swingline Loan Settlement. The Administrative Agent, on behalf of the
U.S. Swingline Lender, shall request settlement (a “Settlement”) with the Revolving Lenders on
at least a weekly basis or on any date that the Administrative Agent elects, by notifying the




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Revolving Lenders of such requested Settlement by facsimile, telephone, or e-mail no later
than 12:00 noon, New York time on the date of such requested Settlement (the “Settlement Date”).
Each Revolving Lender (other than the U.S. Swingline Lender, in the case of the U.S. Swingline
Loans) shall transfer the amount of such Revolving Lender’s Pro Rata Percentage of the
outstanding principal amount of the applicable Loan with respect to which Settlement is
requested to the Administrative Agent, to such account of the Administrative Agent as the
Administrative Agent may designate, not later than 3:00 p.m., New York time, on such Settlement
Date. Settlements may occur during the existence of a Default and whether or not the applicable
conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts
transferred to the Administrative 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 Revolving
Lenders. If any such amount is not transferred to the Administrative Agent by any Revolving
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 Administrative 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 Administrative 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, 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 2.01(e)) result in (i) the aggregate principal amount of outstanding European
Swingline Loans exceeding the European Swingline Commitment, (ii) the Total Adjusted Revolving
Exposure exceeding the Total Adjusted Borrowing Base, or (iii) the Total Revolving Exposure
exceeding the lesser of (A) the Total Revolving Commitment 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 Administrative 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



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(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 Administrative Agent (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in
Section 2.18, by remittance to the applicable 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
€1,000,000 (for Loans denominated in Euros), GBP1,000,000 (for Loans denominated in GBP), or
CHF1,000,000 (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 Administrative 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 Administrative Agent (provided such notice
requirement shall not apply if the European Swingline Lender and the Administrative 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 Revolving Lenders to acquire participations on such Business
Day in all or a portion of the European Swingline Loans then outstanding; provided that
European Swingline Lender shall not give such notice 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 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
Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s
Pro Rata Percentage of such European Swingline Loan or Loans. Each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the European Swingline Lender, such Lender’s Pro Rata
Percentage of such European Swingline Loan or Loans. Each Revolving 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



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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 Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Lender
shall comply with its obligation under this paragraph by wire transfer 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 Revolving Lenders), and the Administrative Agent shall promptly pay to the European
Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative
Agent shall notify the European Administrative Borrower of any participations in any European
Swingline Loan acquired by the Revolving Lenders pursuant to this paragraph, and thereafter
payments in respect of such European Swingline Loan shall be made to the Administrative 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 Administrative Agent. Any such amounts received by the Administrative Agent shall be
promptly remitted by the Administrative Agent to the Revolving 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) (i) The Initial Issuing Bank shall (and other Issuing Banks may, in accordance
with the terms and conditions set forth in this Section 2.18) issue Letters of Credit
from time to time at the request of the Administrative Borrower (or, as provided below with
respect to Canadian Dollar Denominated Letters of Credit, Parent Borrower) (each, a “U.S. Letter
of Credit”) denominated in any Approved Currency (Canadian Dollars in the case of a Canadian
Dollar Denominated Letters of Credit) for the account of a Loan Party (with respect to Canadian
Dollar Denominated Letters of Credit, a Canadian Loan Party) until 30 days prior to the Maturity
Date applicable to Revolving Loans (provided that Administrative Borrower (or, with
respect to Canadian Dollar Denominated Letters of Credit, Parent 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 Loan Party; and provided, further that U.S.
Letters of Credit denominated in Canadian Dollars may be issued an Issuing Bank (in accordance
with the terms and conditions set forth in this Section 2.18) for the account of a
Canadian Loan Party (with Parent Borrower as applicant or co-applicant) (each, a “Canadian
Dollar Denominated Letter of Credit”)) and (ii) the Initial Issuing Bank shall (and other
Issuing Banks may, in accordance with the terms and conditions set forth in this Section
2.18) issue Letters of Credit from time to time at the request of the European
Administrative Borrower (each, a “European Letter of Credit”) denominated in any Approved
Currency for the account of a



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Loan Party until 30 days prior to the Maturity Date applicable to Revolving Loans
(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 Loan Party), in each case on the terms set forth herein, including the
following:



               (i) Each Borrower acknowledges that each Issuing Bank’s issuance of any Letter of Credit
is conditioned upon such Issuing Bank’s receipt of an LC Application with respect to the requested
Letter of Credit, as well as such other instruments and agreements as such Issuing Bank may
customarily require for issuance of a letter of credit of similar type and amount. No Issuing Bank
shall have any obligation to issue any Letter of Credit unless (i) such Issuing Bank receives an LC
Request and LC Application at least two Business Days prior to the requested date of issuance (or
such shorter period as may be acceptable to the such Issuing Bank); (ii) each LC Condition is
satisfied; and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into
arrangements satisfactory to Administrative Agent and each applicable Issuing Bank to eliminate any
funding risk associated with the Defaulting Lender. If an Issuing Bank receives written notice
from a Lender at least five Business Days before issuance of a Letter of Credit that any LC
Condition has not been satisfied, such Issuing Bank shall have no obligation to issue the requested
Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until
Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of
any such notice, no Issuing Bank shall be deemed to have knowledge of any failure of LC Conditions.



               (ii) Letters of Credit may be requested by Administrative Borrower, European
Administrative Borrower or Parent Borrower only (i) to support obligations of such Borrower or
another Loan Party (which shall be a Canadian Loan Party in the case of Canadian Dollar Denominated
Letters of Credit). The renewal or extension of any Letter of Credit shall be treated as the
issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required
at the discretion of the applicable Issuing Bank.



               (iii) The Loan Parties assume all risks of the acts, omissions or misuses of any Letter of
Credit by the beneficiary. In connection with issuance of any Letter of Credit, none of
Administrative Agent, any other Agent, Issuing Bank or any Lender shall be responsible for the
existence, character, quality, quantity, condition, packing, value or delivery of any goods
purported to be represented by any LC Documents; any differences or variation in the character,
quality, quantity, condition, packing, value or delivery of any goods from that expressed in any LC
Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any LC
Documents or of any endorsements thereon; the time, place, manner or order in which shipment of
goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a
Letter of Credit or LC Documents; any deviation from instructions, delay, default or fraud by any
shipper or other Person in connection with any goods, shipment or delivery; any breach of contract
between a shipper or vendor and a Loan Party; errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail,
telephone or otherwise; errors in interpretation of technical terms; the misapplication by a
beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from
causes beyond the control of any Issuing Bank, any Agent or any Lender, including any act or
omission of a Governmental Authority. The rights and remedies of each Issuing Bank under the Loan
Documents and the LC Documents shall be cumulative. Each Issuing Bank shall be fully



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subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are
discharged with proceeds of any Letter of Credit.




               (iv) In connection with its administration of and enforcement of rights or remedies under
any Letters of Credit or LC Documents, each Issuing Bank shall be entitled to act, and shall be
fully protected in acting, upon any certification, documentation or communication in whatever form
believed by such Issuing Bank, in good faith, to be genuine and correct and to have been signed,
sent or made by a proper Person. Each Issuing Bank may consult with and employ legal counsel,
accountants and other experts to advise it concerning its obligations, rights and remedies, and
shall be entitled to act upon, and shall be fully protected in any action taken in good faith
reliance upon, any advice given by such experts. Each Issuing Bank may employ agents and
attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and
shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with
reasonable care.



               (v) If Borrower so requests in any applicable Letter of Credit application, the applicable
Issuing Bank may, in its discretion, agree to issue a Letter of Credit that has automatic extension
provisions (each, an “Auto-Extension Letter of Credit”), provided that any such
Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at
least once in each twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit
is issued. Unless otherwise directed by such Issuing Bank, the applicable Borrower shall not be
required to make a specific request to such Issuing Bank for any such extension. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any
time to an expiry date at least 20 Business Days prior to the Maturity Date; provided,
however, that such Issuing Bank shall not permit any such extension if (A) such Issuing
Bank has determined that it would not be permitted, or would have no obligation at such time to
issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has
received notice (which may be by telephone or in writing) on or before the day that is seven
Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or
any Loan Party that one or more of the applicable conditions specified in Section 4.02 is
not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.




     (b) Reimbursement; Participations.



               (i) If an Issuing Bank honors any request for payment under a Letter of Credit, the
Applicable LC Applicant shall pay to such Issuing Bank, (A) if the Administrative Agent provides
notice of such payment to the Administrative Borrower before 11:00 a.m., New York time, on the same
day, and (B) if the Administrative Agent provides such notice after such time, on the next Business
Day (such applicable date, the “Reimbursement Date”), the amount paid by such Issuing Bank under
such Letter of Credit, together with interest at the interest rate for Base Rate Revolving Loans
from the Reimbursement Date until payment by Borrowers; provided that, in the case of any
payment on a Canadian Dollar Denominated Letter of Credit, such payment shall be the Dollar
Equivalent of the amount paid by such Issuing Bank under such



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Letter of Credit, together with interest in Dollars at the interest rate for Base Rate
Revolving Loans from the Reimbursement Date until payment by Borrowers. The obligation of
Borrowers to reimburse the applicable Issuing Bank for any payment made under a Letter of Credit
shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without
regard to any lack of validity or enforceability of any Letter of Credit or the existence of any
claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary.
Whether or not the Applicable Administrative Borrower submits a Notice of Borrowing, the Applicable
Administrative Borrower shall be deemed to have requested 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, in an amount necessary
to pay all amounts due to an Issuing Bank on any Reimbursement Date and each Lender agrees to fund
its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance
exists or is created thereby, or the conditions in Section 4 are satisfied.




               (ii) Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably
and unconditionally purchased from the applicable Issuing Bank, without recourse or warranty, an
undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of
Credit; provided that, in the case of LC Obligations in respect of any Canadian Dollar
Denominated Letter of Credit, such undivided Pro Rata interest and participation shall be in the
Dollar Equivalent thereof. If an Issuing Bank makes any payment under a Letter of Credit and
Borrowers do not reimburse such payment on the Reimbursement Date, Administrative Agent shall
promptly notify Lenders and each Lender shall promptly (within one Business Day) and
unconditionally pay to Administrative Agent, for the benefit of the applicable Issuing Bank, the
Lender’s Pro Rata share of such payment; provided that, in the case of any payment by
Lenders with respect to a Canadian Dollar Denominated Letter of Credit, such payment shall be the
Dollar Equivalent of such unreimbursed payment. Upon request by a Lender, each Issuing Bank shall
furnish copies of any Letters of Credit and LC Documents in its possession at such time.



               (iii) The obligation of each Lender to make payments to Administrative Agent for the
account of an Issuing Bank in connection with such Issuing Bank’s payment under a Letter of Credit
shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff,
qualification or exception whatsoever, and shall be made in accordance with this Agreement under
all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents;
any draft, certificate or other document presented under a Letter of Credit having been determined
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect; or the existence of any setoff or defense that any Loan Party
may have with respect to any Obligations. No Issuing Bank assumes any responsibility for any
failure or delay in performance or any breach by any Borrower or other Person of any obligations
under any LC Documents. No Issuing Bank makes to Lenders any express or implied warranty,
representation or guaranty with respect to the Collateral, LC Documents or any Loan Party. No
Issuing Bank shall be responsible to any Lender for any recitals, statements, information,
representations or warranties contained in, or for the execution, validity, genuineness,
effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability,
collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or
the assets, liabilities, financial condition, results of operations, business, creditworthiness or
legal status of any Loan Party.



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               (iv) No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any
action taken or omitted to be taken in connection with any LC Documents except as a result of its
actual gross negligence or willful misconduct. No Issuing Bank shall have any liability to any
Lender if such Issuing Bank refrains from any action under any Letter of Credit or LC Documents
until it receives written instructions from Required Lenders.




     (c) Cash Collateral. If any LC Obligations, whether or not then due or
payable, shall for any reason be outstanding at any time (a) that an Event of Default exists,
(b) that Excess Availability is less than zero, or (c) within 20 Business Days prior to the
Maturity Date, then Borrowers shall, at Issuing Bank’s or Administrative Agent’s request, cash
collateralize all outstanding Letters of Credit in an amount equal to 105% of all LC Exposure.
Borrowers shall, on demand by at Issuing Bank’s or Administrative Agent from time to time, cash
collateralize 105% of the LC Exposure of any Defaulting Lender. If Borrowers fail to provide
any cash collateral as required hereunder, Lenders may (and shall upon direction of
Administrative Agent) advance, as Loans, the amount of the cash collateral required (whether or
not the Commitments have terminated, an Overadvance exists or the conditions in Section
4 are satisfied).




     (d) Resignation of Initial Issuing Bank. Initial Issuing Bank may resign at
any time upon notice to Administrative Agent and Administrative Borrower. On the effective date
of such resignation, Initial Issuing Bank shall have no further obligation to issue, amend,
renew, extend or otherwise modify any Letter of Credit, but shall continue to have the benefits
of Sections 2.18, 10.05 and 11.03 with respect to any Letters of Credit
issued or other actions taken while Issuing Bank. Administrative Agent shall promptly appoint a
replacement Initial Issuing Bank and, as long as no Default or Event of Default exists, such
replacement shall be reasonably acceptable to Administrative Borrower.




     (e) Additional Issuing Banks. The Applicable Administrative Borrower may, at
any time and from time to time, designate one or more additional Lenders to act as an Issuing
Bank with respect to Letters of Credit under the terms of this Agreement, in each case with the
consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such
Lender(s). Any Lender designated as an Issuing Bank pursuant to this paragraph (e) 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 an Issuing Bank
hereunder unless such Person is a Swiss Qualifying Bank.




     (f) 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(a) 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



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had been issued on the Closing Date, (ii) the Lenders set forth on Schedule
2.18(a), or their designated Affiliates who are eligible to be Issuing Banks, shall be
deemed to be the Issuing Bank with respect to each such Existing Letter of Credit, (iii) such
Letters of Credit shall each be included in the calculation of LC Exposure and U.S. LC Exposure
or European LC Exposure, as applicable, and (iv) all liabilities of the Loan Parties with
respect to such Existing Letters of Credit shall constitute Obligations. 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. No Existing Letter of Credit converted in accordance with this
clause (f) shall be amended, extended or renewed except in accordance with the terms hereof.




     (g) Existing Commerzbank Letters of Credit. On the Closing Date, (i) each
Existing Commerzbank 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(b) 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 Commerzbank Letters of Credit, except to the extent that such fees are
also payable pursuant to Section 2.05(c)) as if such Existing Commerzbank Letters of
Credit had been issued on the Closing Date, (ii) the designated Affiliates of Commerzbank listed
on Schedule 2.18(b) shall be deemed to be the Issuing Bank with respect to their
respective Existing Commerzbank Letters of Credit, (iii) such Letters of Credit shall each be
included in the calculation of LC Exposure, and either U.S. LC Exposure or European LC Exposure,
as applicable, and (iv) all liabilities of the Loan Parties with respect to such Existing
Commerzbank Letters of Credit shall constitute Obligations. Notwithstanding the foregoing, the
Loan Parties shall not be required to pay any additional issuance fees with respect to the
issuance of such Existing Commerzbank 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 Commerzbank Letters of Credit. No Existing Commerzbank Letter of Credit converted in
accordance with this clause (g) shall be amended, extended or renewed. In the event that
Commerzbank or any of its Affiliates becomes a Lender hereunder, the Existing Commerzbank
Letters of Credit shall be deemed to be converted on such day to Existing Letters of Credit
pursuant to Section 2.18(f). Upon (i) the expiration of all Existing Commerzbank Letter
of Credit, (ii) cash collateralization thereof (or delivery of a standby letter of credit
reasonably acceptable to Commerzbank, in the amount of required cash collateral) in an amount
equal to 105% of all LC Exposure in respect thereof or (iii) the full and indefeasible cash
payment of all Obligations in respect thereof (including all reimbursement obligations,
interest, fees and other amounts payable, other than indemnity obligations with respect to which
no claim has been asserted), Commerzbank shall be discharged from its duties and obligations
hereunder in its capacity as Issuing Bank (other than with respect to provisions stated pursuant
to Section 11.05 to survive termination of this Agreement), but shall continue to have
the benefits of the exculpatory provisions of this Section 2.18 and the indemnification
set forth in Sections 10.05



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and 11.03 with respect to matters originating during the time period from the
Closing Date through such discharge.




     (h) Other. Notwithstanding any provisions of this Agreement to the contrary,
no Person shall be or become an Issuing Bank hereunder unless such Person is a Swiss Qualifying
Bank. No Issuing Bank shall be under any 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 such Issuing Bank from issuing such Letter of Credit, or any
requirement of Applicable Law applicable to such Issuing Bank or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing
Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of
credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with
respect to such Letter of Credit any restriction, reserve or capital requirement (for which such
Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on
the Closing Date and which such Issuing Bank in good faith deems material to it;



               (ii) the issuance of such Letter of Credit would violate one or more policies of such
Issuing Bank; or



               (iii) where the Letter of Credit is a Standby Letter of Credit, if the beneficiary of such
Letter of Credit is resident in Ireland or, where the beneficiary is a legal person, its place of
establishment to which the Letter of Credit relates is in Ireland, unless such Issuing Bank is duly
authorized to carry on the business of issuing contracts of suretyship in Ireland (or is otherwise
exempted under the laws of Ireland from the requirement to have any such authorization).


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 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,



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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 Administrative Agent 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.


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 [intentionally omitted].



SECTION 2.21 Representation to Swiss Borrower.





     (a) Each Lender 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 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 shall, if requested to do so by Swiss Borrower, within ten (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 ten (10) Business Days of it receiving such request and,
upon receipt of the required confirmation from the Swiss Federal Tax



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Administration, the necessary confirmation by the relevant Lender shall be made within ten
(10) Business Days of such confirmation being received by it).




     (c) Any Lender that ceases to be a Swiss Qualifying Bank shall provide written notice
to Administrative Borrower and Administrative Agent at least twenty (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 of 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 Administrative 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 Administrative 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 5.15 and
Section 11.04(f) 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 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
Administrative Agent and each Lender elect to request prior to the Maturity Date, one or more
increases to the existing Revolving Commitments by an amount not in excess of $200,000,000 in
the aggregate, each in a minimum amount of $25,000,000 (and increments of $1,000,000 above that
minimum) (each such increase, an “Incremental Revolving Commitment”). Such notice shall specify
the date on which the Borrowers propose that the Incremental Revolving Commitments shall be
effective (each, an “Increase Effective Date”), 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 Administrative Agent and the Lenders of
the applicable Class. Each Lender of such Class (other than Lenders subject to replacement
pursuant to Section 2.16 or a Defaulting Lender) in its sole and absolute discretion may
notify the Administrative Agent



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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. The Administrative 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 Incremental Revolving
Commitment, the Administrative Borrower may then invite a Lender or any Lenders to increase
their Commitments or invite additional financial institutions (each, an “Additional Lender”)
(reasonably satisfactory to Administrative Agent and solely to the extent permitted by
Section 11.04 (including Section 11.04(h)) and each other applicable requirement
hereof, including Sections 2.21 and 5.15) to become Lenders and provide
Incremental Revolving Commitments 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 or application of funds made with the
proceeds of such borrowings, the Borrowers shall, as of such date, be in compliance with the
covenant set forth in Section 6.10, to the extent applicable;



               (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 Administrative Agent in connection with any such transaction.




     (c) Terms of New Loans and Commitments. The terms and provisions of Loans made
pursuant to Incremental Revolving Commitments shall be identical to the Revolving Loans of the
same Class (subject to the payment of any customary arrangement, underwriting or similar fees
that are paid to the arranger of such Incremental Revolving Commitments in its capacity as
such). The increased or new Commitments shall be effected by a joinder agreement (the “Increase
Joinder”) executed by the Loan Parties, the Administrative Agent and each Lender and Additional
Lender making such Incremental Revolving 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 Administrative 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



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Incremental Revolving 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 Incremental Revolving 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 Section 2.23 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 Administrative 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.



ARTICLE III




REPRESENTATIONS AND WARRANTIES



     Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent,
each Issuing Bank and each of the Lenders 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






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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 material requirement of
Applicable 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 except for consents received pursuant to the Debt Tender Offer,
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.
The Total Revolving Commitment and Obligations constitute Indenture Permitted Debt.



SECTION 3.04 Financial Statements; Projections.





     (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 Parent Borrower (i) as of and for the fiscal
years ended March 31, 2009, and March 31, 2010, audited by and accompanied by the unqualified
opinion of PricewaterhouseCoopers, independent public accountants, and (ii) as of and for the
six-month period ended September 30, 2010, and for the comparable period of the preceding fiscal
year, in each case, certified by the chief financial officer of Parent Borrower. Such financial
statements and all financial statements delivered pursuant to Section 5.01(a) and,
Section 5.01(b) have been prepared in accordance with U.S. GAAP and present fairly in
all material respects the financial condition and results of operations and cash flows of Parent
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, other than liabilities under the Loan Documents, the Term Loan Documents and the Senior
Notes. Since



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March 31, 2010, 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 Parent Borrower’s unaudited pro forma
consolidated capitalization table as of September 30, 2010, 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.




     (d) Forecasts. The forecasts of financial performance of the Parent 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 be reasonable, it being
understood that any such forecasts may vary from actual results and such variations may be
material.


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 that is material to the business 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.




     (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
$1,000,000 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 $1,000,000 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.



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     (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, trademarks, copyrights and other intellectual property (including intellectual property
in software, mask works, inventions, designs, trade names, service marks, technology, trade
secrets, proprietary information and data, domain names, know-how and processes) necessary for
the conduct of such Loan Party’s 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
validity of any Loan Party’s Intellectual Property or the validity or enforceability 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 each Loan Party’s
business as currently conducted, does not infringe or otherwise violate the rights of any third
party 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 use agreements entered into by each Loan Party in the ordinary course of business,
and except as set forth on Schedule 12(c) to the Perfection Certificate, on and as of the date
hereof each Loan Party owns and possesses the right to use and has 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, except for
such authorizations and enablements as could not reasonably be expected to result in a Material
Adverse Effect. All registrations listed on Schedule 12(a) and 12(b) to the Perfection
Certificate are valid and in full force and effect, in each case, except where the absence of
such validity or full force and effect, individually or collectively, could not 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).



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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. At all times prior to a Qualified Parent
Borrower IPO, the Equity Interests of the Parent Borrower will be 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 other than
with respect to the Forward Share Sale Agreement.




     (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, other
than any restrictions on transfer of the Equity Interests in NKL or its direct parents, 4260848
Canada Inc. and 4260856 Canada Inc., imposed by any lock-up or listing agreement, rule or
regulation in connection with any listing or offering of Equity Interests in NKL to the extent
required by Applicable Law or listing or stock exchange requirements.




     (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.


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
Applicable Law (including any zoning or building ordinance, code or approval or any building
permits) or any restrictions of record or agreements






141









 







affecting any Company’s Real Property or is in default with respect to any requirement of
Applicable 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 could reasonably be expected to have a Material Adverse Effect. No event or circumstance has
occurred or exists that constitutes a Default or Event of Default.



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. The Borrowers will use the proceeds of the Revolving Loans and Swingline
Loans (a) on the Closing Date for the Refinancing, (b) to fund a portion of the Closing Date
Distribution and (c) on and after the Closing Date for general corporate purposes (including to
effect Permitted Acquisitions and Dividends permitted hereunder) 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 by Applicable Law 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 set
aside on its books adequate reserves in accordance with U.S. 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 U.S. GAAP or
other applicable accounting rules for all material Taxes not yet due and payable. No Company has
received written notice 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






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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, the
Parent Borrower and their 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 material strikes, lockouts or labor
slowdowns against any Company pending or, to the knowledge of any Company, threatened in writing.
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 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, the Closing Date Distribution 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)






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each Loan Party is not “insolvent” as such term is defined under any Debtor Relief 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 Receivables Seller (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 Debtor Relief 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 in the most recent actuarial valuations used for the respective Plans) 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 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 Applicable 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



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Material Adverse Effect. Each Foreign Plan that is required to be funded is funded in
accordance with the requirements of Applicable Law, and with respect to each Foreign Plan that is
not required to be funded, the obligations of such Foreign Plan are properly accrued in the
financial statements of the Parent 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, and 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 any Company,
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 knowledge of any Company, 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



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               (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 and is reasonably likely to result in any material liability to any Company, or (iii)
included on any other publicly available list of contaminated sites maintained by any Governmental
Authority analogous to CERCLA or the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et
seq., including any such list relating to the management or clean-up of petroleum and is reasonably
likely to result in any material liability to a Company.


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 to the extent 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
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



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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.




     (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



147









 







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) Luxembourg Security Agreement. Each Luxembourg 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 Luxembourg 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.




     (i) Madeira Security Agreement. Each Madeira 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 Madeira Security Agreement shall constitute valid, perfected First Priority Liens
on, and



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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.




     (j) French Security Agreement. Each French Security Agreement is effective to
create in favor of the French 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 French 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.




     (k) 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.




     (l) Mortgages. Each Mortgage (other than a Mortgage granted by a U.K. Borrower
or a U.K. Guarantor) 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, 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






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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 until terminated in accordance with
the terms hereof.





     (m) Valid Liens. Each Security Document delivered pursuant to Section
5.11, Section 5.12 and Section 5.16 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.




     (n) Receivables Purchase Agreement. The German Receivables Purchase Agreement,
and, upon execution and delivery thereof, each other Receivables Purchase Agreement, is in full
force and effect. Each representation and warranty under any 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 any Receivables Purchase Agreement.


SECTION 3.21 Material Indebtedness Documents. Schedule 3.21 lists, as of the Closing Date, (i)
each material New Senior Note Document, (ii) each material Term Loan Document, and (iii) 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.



SECTION 3.22 Anti-Terrorism Law. No Loan Party is in violation of any requirement of Applicable Law
relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001 (the “Executive Order”), the Act, Part II.1 of the Criminal
Code, R.S.C. 1985, c. C-46, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act,
S.C.2000, C.17, regulations promulgated pursuant to the Special Economic Measures Act, S.C. 1992
c.17 and the United Nations Act, R.S.C. 1985, c U-2. (collectively, “Anti-Terrorism Laws”).




     No Loan Party and to the knowledge of the Loan Parties, no broker or other agent of any Loan
Party acting or benefiting in any capacity in connection with the Loans is any of the following:



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               (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 (w) 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, (x) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant to the Executive
Order or Anti-Terrorism Laws, (y) 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, or (z) is in violation of any applicable
Anti-Terrorism Laws.


SECTION 3.23 Joint Enterprise. Each Loan Party has requested that the Agents and Lenders make this
credit facility available to the Loan Parties on a combined basis, in order to finance the Loan
Parties’ business most efficiently and economically. The Loan Parties’ business is a mutual and
collective enterprise, and the successful operation of each Loan Party is dependent upon the
successful performance of the integrated group. The Loan Parties believe that consolidation of
their credit facility will enhance the borrowing power of each Loan Party and ease administration
of the facility, all to their mutual advantage. The Loan Parties acknowledge that Agents’ and
Lenders’ willingness to extend credit and to administer the Collateral on a combined basis
hereunder is done solely as an accommodation to Loan Parties and at Loan Parties’ request.



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 at each such location 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.




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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 Transactions, (ii)
each incurrence of Indebtedness hereunder and (iii) 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 or as contemplated in
the amendments to the Existing Senior Note Documents effectuated in connection with the Debt Tender
Offer.



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 the Irish Guarantor is
situated in Ireland or Germany, and it has no “establishment” (as that term is used in Article 2(h)
of the Regulation) in any jurisdiction other than Ireland or Germany, (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,
(iv) the centre of main interest of German Seller is situated in Germany, (v) the centre of main
interest of each Luxembourg Guarantor is situated in Luxembourg, and in each case each has no
“establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction,
(vi) the centre of main interest of each French Guarantor is situated in France, 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 (vii) other than as provided in paragraph (ii) above, no Loan Party (to the
extent such Loan Party is subject to the Regulation) shall have a centre of main interest other
than as situated in its jurisdiction of incorporation.



SECTION 3.28 Holding and Dormant Companies. Except as may arise under the Loan Documents, the Term Loan
Documents or any Permitted Holdings Indebtedness or (in the case of Novelis Europe Holdings
Limited) the New Senior Notes and any Existing Senior Notes that are not purchased or cancelled
pursuant to the Debt Tender Offer, 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 Certain Subsidiaries. The Excluded Collateral Subsidiaries as of the Closing Date are
listed on Schedule 1.01(e). The Excluded Subsidiaries as of the Closing Date are listed on
Schedule 1.01(f). The Joint Venture Subsidiaries as of the Closing Date are listed on
Schedule 1.01(g). There are no Unrestricted Subsidiaries as of the Closing Date.







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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 Administrative 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
Administrative Agent and each of the Lenders:



               (i) this Agreement,



               (ii) each Foreign Guarantee;



               (iii) the initial Borrowing Base Certificate,



               (iv) the Intercreditor Agreement;



               (v) the Contribution, Intercompany, Contracting and Offset Agreement;



               (vi) the German 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, each Luxembourg Security Agreement, each Madeira
Security Agreement, each French Security Agreement, and each other Security Document reasonably
requested by the Administrative Agent prior to the Closing Date; and



               (ix) the Perfection Certificates.




     (b) Corporate Documents. The Administrative 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
jurisdiction) 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



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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;



               (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 Initial Issuing Bank or the Administrative
Agent may reasonably request.




     (c) Officer’s Certificate. The Administrative Agent shall have received a
certificate, dated the Closing Date and signed by a Responsible Officer of the Parent Borrower,
certifying (i) compliance with the conditions precedent set forth in this Section 4.01
and Section 4.02(b) and (c), (ii) that no Default has occurred and is
continuing, and (iii) 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



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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) The Transactions referred to in clauses (a) through (d) and clause (g) of the
definition thereof shall have been consummated or shall be consummated 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 Administrative Agent and the Arranger other than any waiver or amendment thereof that is not
materially adverse to the interests of the Lenders.



               (ii) The Parent Borrower shall contemporaneously receive an aggregate of $1,500,000,000 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 Administrative Agent shall have received a
“pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with
respect to all debt being refinanced in the Refinancing; and the Administrative 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, or undertakings to provide registrable releases, and other instruments, in
each case in proper form for recording, as the Administrative 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
Administrative 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 Existing Senior Notes, (iv) Indebtedness listed on Schedule
6.01(b), (v) Indebtedness owed to, and preferred stock held by, any Borrower or any
Guarantor to the extent permitted hereunder and (vi) other Indebtedness permitted under
Section 6.01.




     (g) Opinions of Counsel. The Administrative Agent shall have received, on
behalf of itself, the other Agents, the Arranger, the Lenders and the Issuing Banks, (i) a
favorable written opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, special counsel for
the Loan Parties, and (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 Banks 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 Administrative Agent shall reasonably request.



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     (h) Solvency Certificate. The Administrative Agent shall have received a
solvency certificate in the form of Exhibit O (or in such other form as is satisfactory
to the Administrative Agent to reflect applicable legal requirements), dated the Closing Date
and signed by a senior Financial Officer of each Loan Party or the Parent Borrower.




     (i) Applicable Law. The Administrative Agent shall be satisfied that Holdings,
the Borrowers and their Subsidiaries and the Transactions shall be in full compliance with all
material Applicable 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
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.




     (l) [intentionally omitted].




     (m) Fees. The Arranger and Administrative 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 Parent 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 or instruments necessary to perfect the Collateral Agent’s security
interest in all “Chattel Paper”, “Instruments” 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 Law in each jurisdiction as may be



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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;




               (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 Administrative
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, Novelis Services Limited 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 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 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;



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               (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 Administrative 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 Administrative 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 Administrative 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 Parent Borrower’s local counsel in form and substance
reasonably 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 Mortgaged Property, copies of all Leases in which any Loan Party
or any Restricted 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 $500,000. To the
extent any of the foregoing affect any Mortgaged Property, such agreement



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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 reasonably acceptable to the Collateral Agent;




               (vii) with respect to each Mortgaged Property, each Company shall have made all material
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 Administrative Agent, Surveys with respect to the
Mortgaged Properties;



               (ix) with respect to each Mortgaged Property situated in the United States, a completed
Federal Emergency Management Agency Standard Flood Hazard Determination acknowledged notice to the
applicable Loan Party and flood insurance (if appropriate) for each such Mortgaged Property;



               (x) (a) title deeds to each real property situated in England and Wales secured in favor
of the Collateral Agent; or (b) a letter (reasonably 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 Administrative 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 reasonably satisfactory to the
Administrative 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 Act (including, without limitation, the information
described in Section 11.13).




     (r) Minimum Liquidity. The sum of unrestricted cash of the Parent Borrower and
its Restricted Subsidiaries (as of November 30, 2010) plus Excess Availability
(determined based upon the Borrowing Base as of November 30, 2010, and Revolving Commitments,



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Loans and L/C Exposure as of the Closing Date) shall be not less than $750,000,000, of
which at least $500,000,000 must consist of Excess Availability, all calculated on a pro forma
basis to give effect to the full $1,700,000,000 permitted amount of the Closing Date
Distribution and the other Transactions (including the initial Borrowings and issuance of
Letters of Credit and assumption of Existing Letters of Credit as of the Closing Date).




     (s) Initial Borrowing Base Certificate. The Collateral Agent and the
Administrative Agent shall have received a Borrowing Base Certificate, dated the Closing Date
and certifying the Borrowing Base as of November 30, 2010.




     (t) Debt Tender Offers; New Senior Notes.



               (i) All Existing Senior Notes tendered and not properly withdrawn prior to the Closing
Date in accordance with the terms set forth in the applicable Debt Tender Offers have been, or
concurrently with the Closing Date will be, consummated in accordance with the terms set forth in
the applicable Offer to Purchase and Consent Solicitation Statement of the Parent Borrower dated
November 26, 2010, in each case as in effect on the Closing Date and, concurrent with the
effectiveness hereof on the Closing Date, shall have been accepted for payment and will be acquired
and cancelled.



               (ii) Amendments to the terms of the Existing Senior Notes eliminating substantially all of
the covenants and defaults thereunder shall have become operative as contemplated by the Debt
Tender Offer.



               (iii) The Administrative Agent shall have received satisfactory evidence that not less
than $2,500,000,000 in aggregate principal amount of New Senior Notes have been, or concurrently
with the Closing Date will be, issued by the Parent Borrower.




     (u) Cash Management. The Collateral Agent and the Administrative Agent shall
have reviewed and approved the Companies’ cash management system.




     (v) Process Agent. The Collateral Agent and the Administrative Agent shall
have received evidence of the acceptance by the Process Agent of its appointment as such by the
Loan Parties.




     (w) Capital Structure. The Lenders shall be satisfied with the capital
structure and indebtedness of the Loan Parties.




     (x) Material Adverse Change. In the opinion of the Collateral Agent and the
Administrative Agent, since March 31, 2010, 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 on the business, property, results of operations or
financial condition of the Loan Parties and their Subsidiaries, taken as a whole.


Notwithstanding the foregoing, to the extent that the execution and delivery of any document or the
completion of any task or action is listed on Schedule 5.16, such item shall not be a
condition precedent and shall instead be subject to Section 5.16.




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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 Administrative 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
Administrative Agent shall have received an LC Request as required by Section 2.18 or,
in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative
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.




     (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
representation and warranty shall have been true and correct in all material respects as of such
earlier date.




     (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 Administrative Agent may reasonably request to confirm that the
conditions in Section 4.02(b) through (d) have been satisfied.




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 Full Payment of the Obligations, unless the Required






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Lenders shall otherwise consent in writing, each Loan Party will, and will cause each of its
Restricted Subsidiaries to:



SECTION 5.01 Financial Statements, Reports, etc. Furnish to the Administrative Agent (and the
Administrative 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 (including, if applicable, any extension permitted under Rule 12b-25 of the
Exchange Act), after the end of each fiscal year, beginning with the first fiscal year ending
after the Closing Date, (i) the consolidated balance sheet of Parent 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 Administrative 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 Parent
Borrower as of the dates and for the periods specified in accordance with U.S. GAAP, (ii) a
narrative report and management’s discussion and analysis, in a form reasonably satisfactory to
the Administrative Agent, of the financial condition and results of operations of Parent
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 Parent Borrower
and its Restricted 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 (including, if applicable, any extension permitted under Rule
12b-25 of the Exchange Act), after the end of each of the first three fiscal quarters of each
fiscal year, (i) the consolidated balance sheet of Parent 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 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 Parent Borrower as of the date and for the periods specified in
accordance with U.S. 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



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Administrative 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 Parent Borrower and its Restricted 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 Parent Borrower as of the end of such month and the related consolidated
statements of income and cash flows of the Parent 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 Parent 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 Administrative Agent setting forth
statement of income items and Consolidated EBITDA (Fixed Charge) of the Parent 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) and (b), 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 Administrative
Agent (including a breakdown of such computations on a quarterly basis) demonstrating compliance
with the covenant 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 (Fixed Charge) to the net income set forth on
the statement of income, such reconciliation to be on a quarterly basis; and (ii) to the extent
any Unrestricted Subsidiaries are in existence during the period covered by such financial
statements, consolidating balance sheets, statements of income and cash flows separating out the
results of the Parent Borrower and its Restricted Subsidiaries, on the one hand, and the
Unrestricted Subsidiaries, on the other;




     (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;



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     (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 Parent
Borrower posts such documents, or provides a link thereto on Parent Borrower’s website (or other
location specified by the Parent Borrower) on the Internet; or (ii) on which such documents are
posted on Parent Borrower’s behalf on the Platform; provided that: (i) upon written
request by the Administrative Agent, Parent Borrower shall deliver paper copies of such
documents to the Administrative Agent for further distribution to each Lender until a written
request to cease delivering paper copies is given by the Administrative Agent and (ii) Parent
Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of
the posting of any such documents and provide to the Administrative Agent by electronic mail
electronic versions (i.e., soft copies) of such documents; provided, further,
that notwithstanding anything contained herein, in every instance Parent Borrower shall be
required to provide paper copies or electronic copies through e-mail of the certificates
required by clauses (d) and (e) of this Section 5.01 to the Administrative 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 Parent Borrower (including balance sheets, statements of income
and sources and uses of cash, for each quarter of the then-current fiscal year prepared in
detail 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 Parent Borrower to the effect that such assumptions are believed to be
reasonable;




     (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 Restricted 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 Applicable Law similar to the Worker Adjustment
and Retraining Notification Act or otherwise arising out of plant closings;




     (j) [intentionally omitted.]




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     (k) Asset Sales. Contemporaneous with or prior to (i) an Asset Sale not in
the ordinary course of business, the Net Cash Proceeds of which (or the Dollar Equivalent
thereof) are anticipated to exceed $100,000,000 or (ii) an Asset Sale, the Net Cash Proceeds of
which (or the Dollar Equivalent thereof) are anticipated to exceed $20,000,000 with respect to
any portion of such assets constituting Revolving Credit Priority Collateral, 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 Restricted 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 Administrative
Agent or any Lender (acting through the Administrative Agent) may reasonably request.


SECTION 5.02 Litigation and Other Notices. Furnish to the Administrative Agent written notice of the
following promptly (and, in any event, within ten (10) 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
$50,000,000 (or in excess of $20,000,000 of Inventory);




     (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 $1,000,000;




     (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 Applicable Law and having a Dollar Equivalent value in excess of $1,000,000; and




     (g) (i) the incurrence of any Lien (other than Permitted Liens) on the Collateral or (ii)
the occurrence of any other event which could reasonably be expected to be material with



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regard to (x) the Revolving Credit Priority Collateral, taken as a whole, or (y) the Pari Passu
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 legal 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 reasonably necessary to obtain, maintain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits, privileges,
franchises, approvals, authorizations, and Intellectual Property used in 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 reasonably 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 Restricted Subsidiaries,
except where the failure to do so could not reasonably be expected to result in a Material
Adverse Effect; comply with Applicable 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
reasonably 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.


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, with
respect to Mortgaged Properties located in the United States or in any other



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jurisdiction requiring such insurance, flood insurance (to the extent such flood insurance is required under
clause (c) below), and (v) worker’s compensation insurance and such other insurance as may be
required by any requirement of Applicable 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 $20,000,000 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 located in the
United States or another jurisdiction which requires such type of insurance, obtain flood
insurance in such total amount as the Administrative Agent may from time to time reasonably
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 Administrative 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 reasonably
satisfactory to the Administrative Agent and the Collateral Agent (together with such additional
reports (provided such reports are readily ascertainable) as the Administrative 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 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
Administrative 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



167









 







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 Taxes.





     (a) Payment of Taxes. Pay and discharge promptly when due all material Taxes 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, charge, levy
or claim so long as (x) 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 U.S. GAAP (or other applicable accounting rules), and (y) such
contest operates to suspend collection of the contested obligation, Tax or charge and
enforcement of a Lien other than a Permitted Lien.




     (b) Filing of Tax Returns. Timely file all material Tax Returns required by
Applicable Law to be filed by it.


SECTION 5.06 Employee Benefits.





     (a) Comply with the applicable provisions of ERISA and the Code and any Applicable 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 Administrative 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
Administrative 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 Administrative Agent shall reasonably request.




     (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 Administrative Agent upon
request as those reports are prepared in order to comply with the then current statutory



168









 







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 Administrative Agent of any material change in the agreed rate of contributions to any
pension schemes mentioned in clause (i) above; (v) promptly notify the Administrative 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 Administrative 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 Applicable Law, except where any non-compliance could not reasonably be
expected to result in a Material Adverse Effect.


SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings; Field
Examinations and Appraisals.





     (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
Applicable Law of all financial transactions and the assets and business of each Company and its
Restricted 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 Administrative
Agent (who may be accompanied by any Agent or Lender) to visit and inspect the financial records
and the property of such Company on no more than on two occasions per fiscal year so long as no
Event of Default is continuing (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 Administrative 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) [intentionally omitted.]




     (c) 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) for the one year period after the occurrence of a Cash
Dominion Trigger 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 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 respects with all Environmental Laws and
Environmental Permits applicable to its operations and Real Property; obtain and renew all
Environmental Permits applicable to its operations and Real Property; and conduct all Responses,
including any emergency response, 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 U.S. 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 thirty (30) days without the
Companies commencing activities reasonably likely to cure such Default in accordance with
Environmental Laws, at the written request of the Administrative Agent or the Required Lenders
through the Administrative Agent, provide to the Lenders as soon as reasonably 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 Administrative 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 Indenture Permitted Debt. Reserve at all times a portion of the Indenture Permitted Debt
equal to the Total Commitment then outstanding for usage for Indebtedness pursuant to the Loan
Documents.



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, provided that
the Administrative Agent may agree to an extension thereof in its sole discretion) (i) execute
and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements
to the relevant Security Documents or such other documents as the Administrative 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 Applicable
Law, including the filing of financing statements (or other



170









 







applicable filings) in such
jurisdictions as may be reasonably requested by the Administrative Agent; provided that
the actions required by clauses (i) and (ii) above need not be taken if the costs of doing so
are excessive in relation to the benefits afforded thereby, as determined by the Administrative
Agent in its reasonable discretion. The Borrowers shall otherwise take such actions and execute
and/or deliver to Administrative Agent and the Collateral Agent such documents as the
Administrative 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 Restricted Subsidiary after the Closing Date
(other than (y) an Excluded Collateral Subsidiary and (z) a Securitization Entity), or any
Restricted 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 Restricted 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), provided that the Administrative Agent may
agree to an extension of such time period in its sole discretion) (i) pledge and deliver to the
Collateral Agent the certificates, if any, representing all of the Equity Interests of such
Restricted 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 Restricted
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 Restricted
Subsidiary that is a Wholly Owned Subsidiary (other than (A) any Restricted Subsidiary
prohibited from being a Guarantor under any requirement of Applicable Law relating to financial
assistance, maintenance of capital and/or other corporate benefit restrictions and (B) any
Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse
tax consequences, as determined by the Administrative Agent in its reasonable discretion (after
consultation with its counsel) or (2) costs that are excessive in relation to the benefits
afforded thereby, as determined by the Administrative Agent in its reasonable discretion), in
each case to the extent not prohibited by Applicable 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 Administrative 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 Administrative Agent, and (B) to take all actions necessary or advisable in
the opinion of the Administrative 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 Law, including the filing of financing statements (or other
applicable filings) in such jurisdictions as may be reasonably requested by the Administrative
Agent or the Collateral Agent. Notwithstanding the foregoing, (1) clause (i) of this paragraph
(b) shall not apply to the Equity Interests of (w) any Company listed on Schedule
5.11(b) to the extent any requirement



171









 







of Applicable Law continues to prohibit the pledging
of its Equity Interests to secure the Secured Obligations and any Company acquired or created
after the Closing Date to the extent any requirement of Applicable Law prohibits the pledging of
its Equity Interests to secure the Secured Obligations, (x) any non-Wholly Owned Subsidiary to
the extent that the pledge or perfection of a Lien on such Equity Interests would violate any
anti-assignment or negative pledge provisions of any contract to which such non-Wholly Owned
Subsidiary is a party or the organizational documents or shareholders’ agreement of such
non-Wholly Owned Subsidiary (but only to the extent such anti-assignment or negative pledge
clause is enforceable under Applicable Law), (y) any Joint Venture Subsidiary, to the extent the
terms of any contract to which such Joint Venture Subsidiary is a party or any applicable joint
venture, stockholders’, partnership, limited liability company or similar agreement (other than
any of the foregoing entered into with any Company or any Affiliate of any Company) prohibits or
conditions the pledging of its Equity Interests to secure the Secured Obligations and (z) any
Restricted Subsidiary to the extent such pledge would result in materially adverse tax
consequences, as determined by the Administrative Agent in its reasonable discretion (after
consultation with its counsel) and (2) clause (ii) of this paragraph (b) shall not apply to any
Company listed on Schedule 5.11(b) to the extent any requirement of Applicable 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
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 $10,000,000 (unless the subject property is
already mortgaged to a third party to the extent permitted by Section 6.02 hereof or the
costs of doing so are excessive in relation to the benefits afforded thereby, as determined by
the Administrative Agent in its reasonable discretion), as additional security for the Secured
Obligations. Subject to the terms of the Intercreditor Agreement, such Mortgages shall be
granted pursuant to documentation reasonably satisfactory in form and substance to the
Administrative 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 Administrative 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 reasonably 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 Administrative 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.



172









 






     (d) If, at any time and from time to time after the Closing Date, Restricted Subsidiaries
that are not Loan Parties because they are Excluded Collateral Subsidiaries comprise in the
aggregate more than 7.5% of the Consolidated Total Assets of Parent Borrower and its
Subsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of
Consolidated EBITDA of Parent Borrower and its Restricted 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 Restricted Subsidiaries to become Loan Parties
(notwithstanding that such Restricted Subsidiaries are, individually, Excluded Collateral
Subsidiaries) such that the foregoing condition ceases to be true. The Administrative Borrower
may designate a Subsidiary Guarantor that was not a Restricted Subsidiary of the Parent Borrower
on the Closing Date as an Excluded Collateral Subsidiary subject to the terms of the definition
thereof, in which event the Guarantee by such Restricted Subsidiary shall be released in
accordance with Section 7.09 and the Collateral Agent shall release the Collateral
pledged by such Person.




     (e) Any Foreign Subsidiary that is a Loan Party that has in the United States at any time
(i) a deposit account that is part of the Cash Management System or the Cash Pooling
Arrangements or (ii) property (other than Excluded Property) having an aggregate fair market
value in excess of $5,000,000 for any such foreign Loan Party, shall execute a joinder agreement
to the U.S. Security Agreement reasonably satisfactory to the Administrative Agent.




     (f) Notwithstanding any other provision of this Section 5.11 to the contrary, in no
event shall this Section 5.11 obligate any Loan Party to grant a Lien to the Collateral
Agent on any Excluded Property.


SECTION 5.12 Security Interests; Further Assurances. Subject to the terms of the Intercreditor
Agreement, promptly, upon the reasonable request of the Administrative Agent or the 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 Administrative Agent or the
Collateral Agent reasonably necessary 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
Administrative 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
Administrative Agent and the Collateral Agent as the Administrative 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 Administrative 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 Administrative


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 Agent, the Collateral Agent or such Lender may reasonably require in
connection therewith. If the Administrative Agent, the Collateral Agent or the Required Lenders
determine that they are required by a requirement of Applicable Law to have appraisals prepared in
respect of the Real Property of any Loan Party constituting Collateral, Borrowers shall provide to
the Administrative 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
reasonably satisfactory to the Administrative 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 Revolving Credit Priority
Collateral or any other material Collateral owned by it or any office or facility at which such
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
or otherwise by notice to the Administrative Agent, 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 the location of
Inventory of any Loan Party that is not a Borrower or a Borrowing Base Guarantor, 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 any Borrower or Borrowing Base
Guarantor 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 Administrative Agent not less than ten (10) Business Days’
prior written notice (in the form of an Officer’s Certificate) of its intention to do so, or such
lesser notice period agreed to by the Administrative Agent, clearly describing such change and
providing such other information in connection therewith as the Collateral Agent or the
Administrative Agent may reasonably request and (B) it shall have taken all action reasonably
satisfactory to the Administrative 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 Administrative Agent, upon request
therefor, with certified Organizational Documents reflecting any of the changes described in the
preceding sentence. The Borrowers and Borrowing Base Guarantors shall not permit more than
$10,000,000 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 Irish Guarantor change
its centre of main interest from Ireland or Germany, nor shall Irish Guarantor have an
“establishment” (as that term is used in Article 2(h) of the Regulation) in any jurisdiction other
than Ireland or Germany, (iii) nor shall any Swiss Loan Party change its centre of main interest
from Switzerland, nor shall any




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Swiss Loan Party have an “establishment” in any other jurisdiction,
(iv) nor shall German Seller change its centre of main interest from Germany, (v) nor shall any
Luxembourg Guarantor change its centre of main interest from Luxembourg, nor shall any Luxembourg
Guarantor have an “establishment” in any other jurisdiction, and (vi) nor shall any French
Guarantor change its centre of main interest from France, nor shall any French Guarantor have an
“establishment” in any other jurisdiction.



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 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 Banks 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 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.



SECTION 5.17 Designation of Subsidiaries. The Parent Borrower may at any time after the Closing Date
designate any Restricted Subsidiary of the Parent Borrower as an Unrestricted Subsidiary or any
Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before
and after such designation, no Default shall have occurred and be continuing, (ii) immediately
after giving effect to such designation, the Consolidated Fixed Charge Coverage Ratio shall, on a
Pro Forma Basis, be at least 1.1 to 1.0 (it being understood that, as a condition precedent to the
effectiveness of any such designation, the Parent Borrower shall deliver to the Administrative
Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations
demonstrating such compliance), (iii) no Subsidiary may be designated as an Unrestricted Subsidiary
or continue as an Unrestricted Subsidiary if it is a “Restricted


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Subsidiary” for the purpose of any
of the Senior Notes, the Term Loan Agreement, any Additional Senior Secured Indebtedness, any
Junior Secured Indebtedness or any other Indebtedness, as applicable, constituting Material
Indebtedness, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was
previously designated an Unrestricted Subsidiary, (v) if a Restricted Subsidiary is being
designated as an Unrestricted Subsidiary hereunder, the sum of (A) the fair market value of assets
of such Subsidiary as of such date of designation (the “Designation Date”), plus (B) the
aggregate fair market value of assets of all Unrestricted Subsidiaries designated as Unrestricted
Subsidiaries pursuant to this Section 5.17 prior to the Designation Date (in each case
measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted
Subsidiary) shall not exceed $500,000,000 in the aggregate as of such Designation Date pro forma
for such designation, and (vi) no Restricted Subsidiary shall be a Subsidiary of an Unrestricted
Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date
shall constitute an Investment by the Parent Borrower or its applicable Restricted Subsidiary
therein at the date of designation in an amount equal to the fair market value of the Parent
Borrower’s or such Restricted Subsidiary’s (as applicable) investment therein. The designation of
any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the
time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such
time and (ii) a return on any Investment by the Parent Borrower or any of its Restricted
Subsidiaries in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to
the lesser of (x) the fair market value at the date of such designation of the Parent Borrower’s or
its Restricted Subsidiary’s (as applicable) Investment in such Subsidiary and (y) the amount of
Investments made by the Parent Borrower or its Restricted Subsidiaries in such Unrestricted
Subsidiary from and after the date of such Subsidiary was designated as an Unrestricted Subsidiary.
Notwithstanding the foregoing, in no case shall any of the Parent Borrower, any U.S. Borrower, the
U.K. Borrower, the Swiss Borrower or any Receivables Seller be an Unrestricted Subsidiary.




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 Full Payment of the Obligations, 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 Restricted
Subsidiaries to:


SECTION 6.01 Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any
Indebtedness, except:





     (a) Indebtedness incurred under this Agreement and the other Loan Documents (including
obligations under Bank Product Agreements with Secured Bank Product Providers);




     (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
under the Existing Senior Note Documents that will be cancelled and cease to be outstanding



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on
the Closing Date in connection with the Debt Tender Offer and (iv) Indebtedness consisting of
Existing Senior Notes outstanding on the Closing Date and not acquired on the Closing Date
pursuant to the Debt Tender Offer;




     (c) Indebtedness of any Company under Hedging Agreements (including Contingent Obligations
of any Company with respect to Hedging Agreements of any other Company); 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) or (s);




     (e) Indebtedness of any Securitization Entity under any Qualified Securitization
Transaction (i) that is without recourse to any Company (other than such Securitization Entity)
or any of their respective assets (other than pursuant to Standard Securitization Undertakings,
and (ii) that are negotiated in good faith at arm’s length; provided that the sum of (x)
the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities
under all Qualified Securitization Transactions, plus (y) the aggregate amount of
Indebtedness then outstanding under Section 6.01(m), plus (z) the aggregate book
value at the time of determination of the then outstanding Receivables subject to a Permitted
Factoring Facility at such time, at any time outstanding shall not exceed $400,000,000;




     (f) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations,
and Permitted Refinancings thereof (other than refinancings funded with intercompany advances);
provided that at the time such obligations are incurred, the outstanding amount of
Indebtedness incurred under this clause (f) shall not exceed the greater of 7.5% of Consolidated
Net Tangible Assets and $400,000,000;




     (g) Sale and Leaseback Transactions permitted under Section 6.03;




     (h) Indebtedness in respect of bid, performance or surety bonds or obligations, workers’
compensation claims, self-insurance obligations, financing of insurance premiums, and bankers
acceptances issued for the account of the Parent Borrower or any Restricted Subsidiary, in each
case, incurred in the ordinary course of business (including guarantees or obligations of the
Parent Borrower or any Restricted Subsidiary with respect to letters of credit supporting such
bid, performance or surety bonds or obligations, workers’ compensation claims, self-insurance
obligations and bankers acceptances) (in each case other than Indebtedness for borrowed money);




     (i) Contingent Obligations (i) of any Loan Party in respect of Indebtedness otherwise
permitted to be incurred by such Loan Party under this Section 6.01, (ii) of any Loan
Party in respect of Indebtedness of Restricted Subsidiaries that are not Loan Parties or are
Restricted Grantors in an aggregate amount not exceeding $75,000,000 at any one time outstanding
less all amounts paid with regard to Contingent Obligations permitted pursuant to



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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 and Junior Secured Indebtedness not otherwise permitted under
this Section 6.01; provided, that (i) such Indebtedness has a final maturity
date that is no earlier than 180 days after the Maturity Date, (ii) such Indebtedness has a
Weighted Average Life to Maturity that is no earlier than 180 days after the Maturity Date,
(iii) no Default is then continuing or would result therefrom, (iv) such Indebtedness is
incurred by the Parent Borrower or Novelis Corporation, and the persons that are (or are
required to be) obligors under such Indebtedness do not consist of any persons other than those
persons that are (or are required to be) Loan Parties, (v) the terms of such Indebtedness do not
require any amortization, mandatory prepayment or redemption or repurchase at the option of the
holder thereof (other than customary offers to purchase upon a change of control or asset sale)
earlier than 180 days after the Maturity Date, (vi) such Indebtedness has terms and conditions
(excluding pricing, premiums and subordination terms) that, when taken as a whole, are not
materially more restrictive or less favorable to the Companies, and are not materially less
favorable to the Lenders, than the terms of the Term Loan Documents (or, if the Term Loan
Documents are no longer in effect, than the Term Loan Documents as in effect immediately prior
to their termination) (except with respect to terms and conditions that are applicable only
after the Maturity Date), (vii) in the case of any such secured Indebtedness, the Liens securing
such Indebtedness, if any, shall be subordinated to the Liens securing the Secured Obligations
on a junior “silent” basis in a manner satisfactory to the Administrative Agent
(provided that the terms of the Intercreditor Agreement as it relates to subordination
are hereby acknowledged as satisfactory) (and the holders of such Indebtedness shall not have
any rights with respect to exercising remedies pursuant to such Liens) and such Liens shall only
be on assets that constitute Collateral, (viii) in the case of any such secured Indebtedness,
the security agreements relating to such Indebtedness (together with the Intercreditor
Agreement) reflect the Junior Lien nature of the security interests and are otherwise
substantially the same as the applicable Pari Passu Loan Documents (with differences as are
reasonably satisfactory to the Administrative Agent), (ix) in the case of any such secured
Indebtedness, such Indebtedness and the holders thereof or the Senior Representative thereunder
shall be subject to the Intercreditor Agreement and the Liens securing such Indebtedness shall
be subject to the Intercreditor Agreement and (x) after giving effect to the incurrence of such
Indebtedness and to the consummation of any Permitted Acquisition or other Investment or
application of funds made with the proceeds of such incurrence on a Pro Forma Basis (Leverage),
the Total Net Leverage Ratio at such date shall not be greater than 4.0 to 1.0 (provided that in
calculating the Total Net Leverage Ratio, the proceeds of such Indebtedness shall be excluded
from Unrestricted Cash); provided, further that delivery to the Administrative
Agent at least five Business Days prior to the incurrence of such Indebtedness



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of an Officer’s
Certificate of a Responsible Officer of the Administrative Borrower (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 shall be conclusive
evidence that such terms and conditions satisfy such requirement unless the Administrative Agent
notifies the Administrative Borrower within such five Business Day period that it disagrees with
such determination (including a reasonable description of the basis upon which it disagrees);




     (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 the sum of (x) the aggregate outstanding
principal amount of the Indebtedness of all Securitization Entities under all Qualified
Securitization Transactions incurred in compliance with Section 6.01(e), plus
(y) the aggregate amount of Indebtedness then outstanding under this Section 6.01(m),
plus (z) the aggregate book value at the time of determination of the then outstanding
Receivables subject to a Permitted Factoring Facility at such time, shall not exceed
$400,000,000 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 (i) an Asset Sale or sale of Equity Interests otherwise
permitted under this Agreement and (ii) Permitted Acquisitions or other Investments permitted
under Section 6.04;




     (o) unsecured guaranties in the ordinary course of business of any person of the
obligations of suppliers, customers, lessors 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 all such Indebtedness permitted under this clause (q), not to exceed $100,000,000 at
any time outstanding;




     (r) Indebtedness in respect of treasury, depositary and cash management services or
automated clearinghouse transfer of funds (including the 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 Bank
Product Agreements with Secured Bank Product Providers) at which such



179









 







Restricted Subsidiary
maintains an overdraft, pooled account or other similar facility or arrangement;




     (s) Permitted Holdings Indebtedness;




     (t) Indebtedness constituting the New Senior Notes in an aggregate principal amount not to
exceed $2,500,000,000, and Permitted Refinancings thereof;




     (u) (u) Indebtedness of the Parent Borrower or Novelis Corporation under one or more series
of senior secured notes under one or more indentures, provided that (i) such
Indebtedness has a final maturity date that is no earlier than 180 days after the Maturity Date,
(ii) such Indebtedness has a Weighted Average Life to Maturity that is no earlier than 180 days
after the Maturity Date, (iii) no Default is then continuing or would result therefrom, (iv)
such Indebtedness is incurred by the Parent Borrower or Novelis Corporation and the persons that
are (or are required to be) obligors under such Indebtedness do not consist of any persons other
than those persons that are (or are required to be) Loan Parties, (v) the terms of such
Indebtedness do not require any amortization, mandatory prepayment or redemption or repurchase
at the option of the holder thereof (other than customary asset sale or change of control
provisions, which asset sale provisions may require the application of proceeds of asset sales
and casualty events co-extensive with those set forth in Section 2.10(c) or (e),
as applicable, to make mandatory prepayments or prepayment offers out of such proceeds on a pari
passu basis with the Secured Obligations, all Permitted First Priority Refinancing Debt and all
other Additional Senior Secured Indebtedness) earlier than the Maturity Date, (vi) such
Indebtedness has terms and conditions (excluding pricing and premiums) that, when taken as a
whole, are not materially more restrictive or less favorable to the Companies and the Lenders
than the terms of the Term Loan Documents (or, if the Term Loan Documents are no longer in
effect, than the Term Loan Documents as in effect immediately prior to their termination)
(except with respect to terms and conditions that are applicable only after the Maturity Date),
(vii) the Liens securing such Indebtedness shall be pari passu with the Liens securing the Pari
Passu Secured Obligations (other than with respect to control of remedies), such Liens shall
only be on assets that constitute Collateral and, to the extent such Liens attach to Revolving
Credit Priority Collateral, such Liens on Revolving Credit Priority Collateral shall be junior
to the Liens securing the Secured Obligations hereunder, (viii) the security agreements relating
to such Indebtedness shall be substantially the same as the Security Documents (with such
differences as are reasonably satisfactory to the Administrative Agent), (ix) such Indebtedness
and the holders thereof or the Senior Representative thereunder shall be subject to the
Intercreditor Agreement and the Liens securing such Indebtedness shall be subject to the
Intercreditor Agreement, (x) after giving effect to the incurrence of such Indebtedness and to
the consummation of any Permitted Acquisition or other Investment or application of funds made
with the proceeds of such incurrence on a Pro Forma Basis, the Senior Secured Net Leverage Ratio
at such date shall not be greater than 2.5 to 1.0 (provided that in calculating the Senior
Secured Net Leverage Ratio, the proceeds of the incurrence of such Indebtedness shall be
excluded from Unrestricted Cash) and (xi) immediately after giving effect to the incurrence of
such Indebtedness, the Total Net Leverage Ratio, calculated on a Pro Forma Basis (Leverage),
shall not be greater than 4.75 to 1.0 as of the last day of the most-recently ended Test Period
for which financial statements have been delivered under Section 5.01(a) or (b)
as though



180









 







such Indebtedness had been outstanding as of the last day of such Test Period
(provided that in calculating the Total Net Leverage Ratio, the proceeds of such Indebtedness
shall be excluded from Unrestricted Cash); provided, further that delivery to
the Administrative Agent at least five Business Days prior to the incurrence of such
Indebtedness of an Officer’s Certificate of a Responsible Officer of the Administrative Borrower
(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 shall be conclusive evidence that such terms and conditions satisfy such
requirement unless the Administrative Agent notifies the Administrative Borrower within such
five Business Day period that it disagrees with such determination (including a reasonable
description of the basis upon which it disagrees);




     (v) Permitted Unsecured Refinancing Debt, and any Permitted Refinancing thereof;




     (w) Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing
Debt, and any Permitted Refinancings thereof;




     (x) obligations of the Parent Borrower or any of its Restricted Subsidiaries to reimburse
or refund deposits posted by customers pursuant to forward sale agreements entered into by the
Parent Borrower or such Restricted Subsidiary in the ordinary course of business;




     (y) unsecured Indebtedness not otherwise permitted under this Section 6.01 in an
aggregate principal amount not to exceed $250,000,000 at any time outstanding;




     (z) (i) unsecured Indebtedness in respect of obligations of the Parent Borrower or any
Restricted Subsidiary to pay the deferred purchase price of goods or services or progress
payments in connection with such goods and services; provided that such obligations are
incurred in connection with open accounts extended by suppliers on customary trade terms in the
ordinary course of business and not in connection with the borrowing of money or any Hedge
Agreements and (ii) unsecured indebtedness in respect of intercompany obligations of the Parent
Borrower or any Restricted Subsidiary in respect of accounts payable incurred in connection with
goods sold or services rendered in the ordinary course of business and not in connection with
the borrowing of money;




     (aa) Indebtedness representing deferred compensation or similar arrangements to employees,
consultants or independent contractors of the Parent Borrower (or its direct or indirect parent)
and its Restricted Subsidiaries incurred in the ordinary course of business or otherwise
incurred in connection with the Transactions or any Permitted Acquisition or other Investment
permitted under Section 6.04; and




     (bb) Indebtedness consisting of promissory notes issued to current or former officers,
managers, consultants, directors and employees (or respective spouses, former spouses,
successors, executors, administrators, heirs, legatees or distributees) to finance the



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purchase
or redemption of capital stock of the Parent Borrower or any of its direct or indirect parent
companies permitted by Section 6.08(i).


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 not yet due and payable or delinquent and (ii) Liens for
Taxes 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 U.S. GAAP;




     (b) Liens in respect of property of any Company imposed by Applicable 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 U.S. 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 substitution 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 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 U.S. GAAP;



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     (f) Liens (other than any Lien imposed by ERISA) (x) imposed by Applicable 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 U.S. GAAP, and (ii) to
the extent such Liens are not imposed by Applicable 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) (i) 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 and
(ii) interests or title of a lessor, sublessor, licensor or sublicensor or Lien securing a
lessor’s, sublessor’s, licensor’s or sublicensor’s interest in any lease or license not
prohibited by this Agreement;




     (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 funds (including
pooled account arrangements and netting arrangements or claims against any clearing agent or
custodian with respect thereto); 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;



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     (k) (i) Liens granted pursuant to the Loan Documents to secure the Secured Obligations,
(ii) pursuant to the Pari Passu Loan Documents to secure the Pari Passu Secured Obligations and
any Permitted Refinancings thereof, (iii) Liens securing Permitted First Priority Refinancing
Debt and Permitted Second Priority Refinancing Debt, (iv) Liens securing Additional Senior
Secured Indebtedness that are pari passu with the Liens securing the Pari Passu Secured
Obligations and subject to the terms of the Intercreditor Agreement and, to the extent such
Liens attach to Revolving Credit Priority Collateral, such Liens shall be junior to the Liens
securing the Secured Obligations, and (v) Liens securing Junior Secured Indebtedness that are
subordinated to the Liens granted under the Security Documents or otherwise securing the Secured
Obligations and subject to the terms of the Intercreditor Agreement;




     (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), (k) 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 New 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 $100,000,000 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



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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;




     (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 Qualified Securitization Transaction;




     (u) Liens not otherwise permitted by this Section 6.02 (but excluding however any
consensual Lien on any Revolving Credit Priority Collateral other than that of Excluded
Subsidiaries) securing liabilities not in excess of $50,000,000 in the aggregate at any time
outstanding;




     (v) to the extent constituting Liens, rights under purchase and sale agreements with
respect to Equity Interests or other assets 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
Administrative Agent;




     (x) Liens created, arising or securing obligations under the Receivables Purchase
Agreements;




     (y) Liens on deposits provided by customers in favor of such customers securing the
obligations of the Parent Borrower or its Restricted Subsidiaries to refund deposits posted by
customers pursuant to forward sale agreements entered into by the Parent Borrower or its
Restricted Subsidiaries in the ordinary course of business;




     (z) Liens on cash advances in favor of the seller of any property to be acquired in an
Investment permitted pursuant to Section 6.04 to be applied against the purchase price
for such Investment;




     (aa) Liens pursuant to the Forward Share Sale Agreement; and




     (bb) Liens in favor of any underwriter, depositary or stock exchange on the Equity
Interests in NKL or its direct parents, 4260848 Canada Inc. and 4260856 Canada Inc., and any
securities accounts in which such Equity Interests are held in connection with any listing or
offering of Equity Interests in NKL, to the extent required by Applicable Law or stock exchange
requirements (and not securing Indebtedness);


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


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Security Documents or the Pari Passu Security Documents or any agreement, document
or instrument pursuant to which any Lien is granted securing any Additional Secured Indebtedness,
Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Junior
Secured Indebtedness.



Any reference in this Agreement or any of the other Loan Documents to a Lien permitted by this
Agreement is not intended to subordinate or postpone, and shall not be interpreted as subordinating
or postponing, or as an agreement to subordinate or postpone, any Lien created by any of the Loan
Documents to any Lien permitted hereunder.



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, the aggregate fair market value of all properties covered by Sale and
Leaseback Transactions entered into would not exceed $250,000,000.



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 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 (x) 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,
(y) in the event a Restricted Subsidiary ceases to be a Restricted Subsidiary as a result of being
designated an Unrestricted Subsidiary, the Parent Borrower will be deemed to have made an
Investment in such Unrestricted Subsidiary as of the date of such designation, as provided in
Section 5.17 and (z) in the event a Restricted Subsidiary ceases to be a Restricted
Subsidiary as a result of an Asset Sale or similar transaction, and the Parent Borrower and its
Restricted Subsidiaries continue to own Equity Interests in such Restricted Subsidiary, the Parent
Borrower will be deemed, at the time of such transaction and after giving effect thereto, to have
made an Investment in such Person equal to the fair market value of the Parent Borrower’s and its
Restricted Subsidiaries’ Investments in such Person at such time), except that the following shall
be permitted:





     (a) Investments consisting of unsecured guaranties by Loan Parties of, or other unsecured
Contingent Obligations with respect to, operating payments not constituting Indebtedness for
borrowed money incurred by Restricted Subsidiaries that are not Loan Parties or that are
Restricted Grantors, in the ordinary course of business, that, to the extent



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paid by such Loan
Party, shall not exceed an aggregate amount equal to $75,000,000 less the amount of
Contingent Obligations by Loan Parties in respect of Companies that are not Loan Parties or that
are Restricted Grantors 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 of Securitization Assets in Securitization Entities in connection with
Qualified Securitization Transactions permitted by Section 6.01(e);




     (e) the Loan Parties and their Restricted 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)
$15,000,000;




     (f) any Company may enter into Hedging Agreements (including Contingent Obligations of any
Company with respect to Hedging Obligations of any other Company) to the extent permitted by
Section 6.01(c);




     (g) (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
Restricted Subsidiaries for bona fide business purposes, in aggregate amount not to exceed (when
aggregated with loans and advances outstanding pursuant to clause (e) above) $15,000,000 at any
time outstanding; provided that no loans in violation of Section 402 of the
Sarbanes-Oxley Act shall be permitted hereunder;




     (i) Investments (i) by any Company in any other Company outstanding on the Closing Date,
(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 $75,000,000 in the aggregate at any one time outstanding
made in reliance on this clause (i)(iv), and (v) by any Company that is not a Loan Party in any
other Company;




     (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



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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 $20,000,000 during any Fiscal Year;




     (m) Permitted Acquisitions;




     (n) so long as the Availability Conditions are satisfied at the time of consummation of the
Investment and payment of the consideration therefor, Investments not otherwise permitted
hereby, including other Investments in any Subsidiary of any Loan Party;




     (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 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
Refinancing), (ii), (iii) and (iv) of Section 6.01(b) and Contingent Obligations
permitted by Section 6.01(c) or (i);




     (r) other Investments in an aggregate amount not to exceed $50,000,000 at any time
outstanding;




     (s) Investments by any Company in any other Company; provided that such Investment
is part of a Series of Cash Neutral Transactions and no Default has occurred and is continuing;




     (t) contribution of promissory notes with face amounts of €293,834,842 and €87,291,599
outstanding on the Closing Date by the Parent Borrower to a newly formed Loan Party under the
laws of Luxembourg;


provided that any such Investment in the form of a loan or advance to any Loan Party (other
than the Forward Share Sale Agreement) 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


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(1) 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 the Administrative Agent’s Permitted Discretion, (A) a collateral audit with respect
to such property, conducted by an independent appraisal firm reasonably acceptable to
Administrative 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 Administrative 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 Parent Borrower, the surviving or resulting Borrower is organized under
the laws of Canada 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 consolidate with
or into any other Restricted 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, 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), (iii) Novelis Aluminum
Holding Company and Novelis Deutschland GmbH may merge, provided Novelis Deutschland GmbH is the
surviving or resulting person, and (iv) 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 (iv),



189









 







the surviving or resulting person is a Wholly Owned Subsidiary of Holdings
(provided that following a Qualified Parent Borrower IPO, the surviving or resulting
person is the Parent Borrower or a Wholly Owned Subsidiary of Parent Borrower), (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 Administrative 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 Administrative Agent;




     (d) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate
with or into any other Restricted Subsidiary that is not a Loan Party;




     (e) Holdings and the Parent Borrower may consummate the Permitted Holdings Amalgamation;




     (f) any Restricted Subsidiary of the Parent Borrower (other than Novelis Corporation or a
Receivables Seller) may dissolve, liquidate or wind up its affairs at any time (so long as, (i)
in the case of a Borrower, all of its assets are distributed or otherwise transferred to a
surviving Borrower organized in the same jurisdiction and (ii) in the case of a Borrowing Base
Guarantor, all of its assets are distributed or otherwise transferred to a surviving Borrower or
Borrowing Base Guarantor organized in the same jurisdiction); provided that such
dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have
a Material Adverse Effect; and




     (g) (i) any Unrestricted Grantor (other than Holdings, the Parent Borrower, Novelis
Corporation or a Receivables Seller) may dissolve, liquidate or wind-up its affairs
(collectively, “Wind-Up”), so long as all of its assets are distributed or otherwise transferred
to any other Unrestricted Grantor (and so long as, (A) in the case of a Borrower, all of its
assets are distributed or otherwise transferred to a surviving Borrower organized in the same
jurisdiction and (B) in the case of a Borrowing Base Guarantor, all of its assets are
distributed or otherwise transferred to a surviving Borrower or Borrowing Base Guarantor
organized in the same jurisdiction); and (ii) any Restricted Grantor (other than a Receivables
Seller) may Wind-Up so long as all of its assets are distributed or otherwise transferred to any
other Restricted Grantor (so long as, (A) in the case of a Borrower, all of its assets are
distributed or otherwise transferred to a surviving Borrower organized in the same jurisdiction
and (B) in the case of a Borrowing Base Guarantor, all of its assets are distributed or
otherwise transferred to a surviving Borrower or Borrowing Base Guarantor organized in the same
jurisdiction); provided that, in each case, (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 Section 5.11 or Section 5.12, as applicable and (2) no
Default is then continuing or would result therefrom;



190









 




provided that for purposes of clauses (f) and (g), the United States, any state thereof and
the District of Columbia shall be treated as the same jurisdiction.



SECTION 6.06 Asset Sales. 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 Parent Borrower, 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 (y) any Wholly Owned Subsidiary that is a Restricted
Subsidiary unless, after giving effect to any such Asset Sale, such person either ceases to be a
Restricted Subsidiary or, in the case of an Excluded Collateral Subsidiary, becomes a Joint
Venture Subsidiary or (z) a Borrower) for fair market value, with at least 75% of the
consideration received for all such Asset Sales or related Asset Sales in which the
consideration received exceeds $10,000,000 payable in cash upon such sale (provided,
however, that for the purposes of this clause (b), the following shall be deemed to be
cash: (i) any liabilities (as shown on the applicable Borrower’s most recent balance sheet
provided hereunder or in the footnotes thereto) of the applicable Borrower or applicable
Restricted Subsidiary, other than liabilities that are by their terms subordinated to the
payment in cash of the Obligations, that are assumed by the transferee with respect to the
applicable Asset Sale and for which Holdings, such Borrower and all of its Restricted
Subsidiaries shall have been validly released by all applicable creditors in writing, (ii) any
securities received by the applicable Borrower or the applicable Restricted Subsidiary from such
transferee that are converted by such Borrower or such Restricted Subsidiary into cash (to the
extent of the cash received) within 180 days following the closing of the applicable Asset Sale,
and (iii) aggregate non-cash consideration received by the applicable Borrower or the applicable
Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the
applicable Asset Sale for which such non-cash consideration is received) not to exceed
$50,000,000 at any time (net of any non-cash consideration converted into cash));
provided, however, that with respect to any such Asset Sale pursuant to this
clause (b), the aggregate consideration received for all such Asset Sales shall not exceed
$400,000,000 during any fiscal year or $800,000,000 in the aggregate after the Closing Date;
provided further, however, that, in the case of a sale of Equity
Interests of a Borrowing Base Guarantor or Receivables Seller, the Administrative Borrower shall
deliver an updated Borrowing Base Certificate at the time of, and giving effect to, such sale,
and shall make such mandatory prepayments as may be required (including pursuant to Section
2.10(b)(ix) and (xi), as applicable) in connection therewith;




     (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;



191









 






     (d) mergers and consolidations, and liquidations and dissolutions in compliance with
Section 6.05;




     (e) sales, transfers and other dispositions of Receivables 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 Receivables subject to a
Permitted Factoring Facility does not exceed an amount equal to $400,000,000 less the
amount of Indebtedness under all outstanding Qualified Securitization Transactions at such time
under Section 6.01(e) 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;




     (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 a Borrower, a Borrowing Base Guarantor
or a Receivables Seller) (i) by any Unrestricted Grantor to any other Unrestricted Grantor
(other than Holdings), (ii) by any Restricted Grantor to any other Restricted Grantor, (iii) by
any Restricted Grantor to any Unrestricted Grantor (other than Holdings) so long as the
consideration paid by the Unrestricted Grantor in such Asset Sale does not exceed the fair
market value of the property transferred, (iv) by (x) any Unrestricted Grantor to any Restricted
Grantor for fair market value and (y) by any Loan Party to any Restricted Subsidiary that is not
a Loan Party for fair market value provided that the fair market value of such Asset Sales under
this clause (iv) does not exceed $100,000,000 in the aggregate for all such Asset Sales since
the Closing Date, (v) by any Company that is not a Loan Party to any Loan Party so long as the
consideration paid by the Loan Party in such Asset Sale does not exceed the fair market value of
the property transferred, 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
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, so long as (i) 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), (ii) 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 (iii) the aggregate fair market value of all assets sold pursuant to



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this
clause (i) shall not exceed $50,000,000 in the aggregate since the Closing Date;
provided that so long as (y) 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 and (z)
such Asset Swap does not involve a transfer of Revolving Credit Priority Collateral from a Loan
Party to a Company that is not a Loan Party, such $50,000,000 aggregate cap will not apply to
such Asset Swap;




     (j) sales, transfers and other dispositions of Receivables (whether now existing or arising
or acquired in the future) and Related Security to a Securitization Entity in connection with a
Qualified Securitization Transaction permitted under Section 6.01(e) and all sales,
transfers or other dispositions of Securitization Assets by a Securitization Entity under, and
pursuant to, a Qualified Securitization Transaction 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,
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
$300,000,000;




     (l) issuances of Equity Interests by Joint Venture Subsidiaries and Excluded Collateral
Subsidiaries;




     (m) Asset Sales among Companies of promissory notes or preferred stock or similar
instruments issued by a Company; provided that such Asset Sales are part of a Series of Cash
Neutral Transactions and no Default has occurred and is continuing;




     (n) the sale of Receivables made pursuant to a Receivables Purchase Agreement;




     (o) to the extent constituting an Asset Sale, Investments permitted by Section
6.04(i);




     (p) issuances of Qualified Capital Stock (including by way of sales of treasury stock) or
any options or warrants to purchase, or securities convertible into, any Qualified Capital Stock
(A) for stock splits, stock dividends and additional issuances of Qualified Capital Stock which
do not decrease the percentage ownership of the Loan Parties in any class of the Equity
Interests of such issuing Company and (B) by Subsidiaries of the Parent Borrower formed after
the Closing Date to the Parent Borrower or the Subsidiary of the Parent Borrower which is to own
such Qualified Capital Stock; provided that, subject to the Intercreditor Agreement, all
Equity Interests issued in accordance with this Section 6.06(p) shall, to the extent
required by Section 5.11 or any Security Document or if such Equity Interests are issued
by any Loan Party (other than Holdings), be delivered to the Collateral Agent;




     (q) contribution of promissory notes with face amounts of €293,834,842 and €87,291,599
outstanding on the Closing Date by the Borrower to a newly formed Loan Party under the laws of
Luxembourg; and



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     (r) so long as the Availability Conditions are satisfied, any other Asset Sale (other than
the Equity Interests of (y) any Wholly Owned Subsidiary that is a Restricted Subsidiary unless,
after giving effect to any such Asset Sale, such person either ceases to be a Restricted
Subsidiary or, in the case of an Excluded Collateral Subsidiary, becomes a Joint Venture
Subsidiary or (z) a Borrower) for fair market value, with at least 75% of the consideration
received for all such Asset Sales payable in cash upon such sale (provided,
however, that for the purposes of this clause (r), the following shall be deemed to be
cash: (i) any liabilities (as shown on the applicable Borrower’s most recent balance sheet
provided hereunder or in the footnotes thereto) of the applicable Borrower or applicable
Restricted Subsidiary, other than liabilities that are by their terms subordinated to the
payment in cash of the Obligations, that are assumed by the transferee with respect to the
applicable Asset Sale and for which Holdings, such Borrower and all of its Restricted
Subsidiaries shall have been validly released by all applicable creditors in writing, (ii) any
securities received by the applicable Borrower or the applicable Restricted Subsidiary from such
transferee that are converted by such Borrower or such Restricted Subsidiary into cash (to the
extent of the cash received) within 180 days following the closing of the applicable Asset Sale,
and (iii) aggregate non-cash consideration received by the applicable Borrower or the applicable
Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the
applicable Asset Sale for which such non-cash consideration is received) not to exceed
$50,000,000 at any time (net of any non-cash consideration converted into cash));
provided however, that, in the case of a sale of Equity Interests of a Borrowing
Base Guarantor or Receivables Seller, the Administrative Borrower shall deliver an updated
Borrowing Base Certificate at the time of, and giving effect to, such sale, and shall make such
mandatory prepayments as may be required (including pursuant to Section 2.10(b)(ix) and
(xi), as applicable) in connection therewith.


SECTION 6.07 Cash Pooling Arrangements.




     Amend, vary or waive any term of the Cash Pooling Arrangements without express written consent
of the Administrative Agent, or enter into any new pooled account or netting agreement with any
Affiliate without express written consent of the Administrative Agent. Permit the aggregate amount
owed pursuant to the Cash Pooling Arrangements by all Companies who are not Loan Parties
minus the aggregate amount on deposit pursuant to the Cash Pooling Arrangements from such
Persons to exceed $50,000,000.


SECTION 6.08 Dividends. 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 (or the Parent Borrower or a Wholly Owned Subsidiary of the Parent Borrower following a
Qualified Parent Borrower IPO), (ii) Dividends by Holdings (or the Parent Borrower following a
Qualified Parent Borrower IPO) 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 (or the Parent



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Borrower or a Wholly
Owned Subsidiary of the Parent Borrower following a Qualified Parent Borrower IPO) 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, fees, payments by the Parent Borrower 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, (B) payments by the Parent Borrower 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, and (C) management,
consulting, monitoring and advisory fees and related expenses and termination fees pursuant to a
management agreement with one or more Specified Holders relating to the Parent Borrower
(collectively, the “Management Fees”), in the case of clauses (A), (B) and (C) in an aggregate
amount not to exceed in any calendar year the greater of (i) $20,000,000 and (ii) 1.5% of the
Parent Borrower’s Consolidated EBITDA (Leverage) in the prior calendar year;




     (d) Parent Borrower may pay cash Dividends to the holders of its Equity Interests and, if
Holdings is a holder of such Equity Interests, the proceeds thereof may be utilized by Holdings
to pay cash Dividends to the holders of its Equity Interests; provided that the
Dividends described in this clause (d) shall not be permitted if the Availability Conditions are
not satisfied on the date of payment thereof;




     (e) the Closing Date Distribution;




     (f) to the extent constituting a Dividend, payments permitted by Section 6.09(d)
that do not relate to Equity Interests;




     (g) Dividends by any Company to any other Company that are part of a Series of Cash Neutral
Transactions; provided no Default has occurred and is continuing;




     (h) following a Qualified IPO, Dividends by the Parent Borrower paid to Holdings (which may
pay the proceeds thereof to the holders of its Equity Interests) or, in the case of a Qualified
Parent Borrower IPO, its other equity holders, of up to 6% of the net cash proceeds received by
(or contributed to the capital of) the Parent Borrower in or from such Qualified IPO; and




     (i) Dividends to repurchase Equity Interests of Holdings or any direct or indirect parent
entity (or following a Qualified Parent Borrower IPO, Equity Interests of the Parent Borrower)
from current or former officers, directors or employees of the Parent Borrower or any of its
Restricted Subsidiaries or any direct or indirect parent entity (or permitted transferees of
such current or former officers, directors or employees); provided, however,
that the aggregate amount of such repurchases shall not exceed (i) $10,000,000 in any calendar
year prior to completion of a Qualified IPO, or (ii) $15,000,000 in any calendar year following
completion of a Qualified IPO (with unused amounts in any calendar year being permitted to be
carried over for the next two succeeding calendar years up to a maximum of (A) $20,000,000 in
the aggregate in any calendar year prior to completion of a Qualified IPO,



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or (B) $30,000,000 in
the aggregate in any calendar year following completion of a Qualified IPO).


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), (l), (p) or (s);




     (c) mergers, amalgamations and consolidations permitted by Section 6.05(c),
(d), (e), (f) or (g), Asset Sales permitted by Section
6.06(h)(iv) and (v) or (m);




     (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 Parent
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 on terms not
materially less favorable as might reasonably have been obtained at such time from a Person that
is not an Affiliate of the Parent Borrower, as determined in good faith by the Parent Borrower,
and otherwise not prohibited by the Loan Documents;




     (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 Administrative 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) Qualified Securitization Transactions 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;



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     (k) transactions pursuant to a management agreement with the Specified Holders so long as
the aggregate payment of Management Fees thereunder are permitted under Section 6.08(c);




     (l) 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




     (m) transactions contemplated by a 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 1.1 to 1.0.



SECTION 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other
Documents, etc.. Directly or indirectly:





     (a) (i) 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 incurred under Section 6.01(l), Permitted Second
Priority Refinancing Debt and Permitted Unsecured Refinancing Debt or any Indebtedness under the
New Senior Note Documents or any Subordinated Indebtedness or any Permitted Refinancings of any
of such Indebtedness, except any such Indebtedness may be prepaid or redeemed (y) with the
proceeds of a Permitted Refinancing or (z) if the Availability Conditions are 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 Accounts under the
Receivables Purchase Agreement) of loans or advances made by Novelis AG to German Seller or any
Swiss 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), unless the



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Availability Conditions are
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);




     (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)) 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 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), or (ii) 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); and provided that prior to the effectiveness of such amendment or modification, a
Responsible Officer of the Administrative Borrower shall have delivered an Officer’s Certificate
to the Administrative 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 (subject to the Intercreditor Agreement) 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; or




     (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, a Receivables Purchase Agreement, without the consent of the Administrative Agent (not to be
unreasonably withheld).


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 Restricted Subsidiary of the Parent Borrower to (a) pay dividends


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or make any other
distributions on its Equity Interests or any other interest or participation in its profits owned
by the Parent Borrower or any Restricted Subsidiary of the Parent Borrower, or pay any Indebtedness
owed to the Parent Borrower or a Restricted Subsidiary of the Parent Borrower, (b) make loans or
advances to the Parent Borrower or any Restricted Subsidiary of the Parent Borrower or (c) transfer
any of its properties to the Parent Borrower or any Restricted Subsidiary of the Parent Borrower,
except for such encumbrances or restrictions existing under or by reason of (i) Applicable 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 Restricted Subsidiary of the Parent 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 Restricted Subsidiary of the Parent Borrower becomes a Restricted
Subsidiary of the Parent Borrower, so long as such agreement was not entered into in connection
with or in contemplation of such person becoming a Restricted Subsidiary of the Parent 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;
(xii) any encumbrances or restrictions imposed by any amendments or refinancings that are otherwise
not prohibited by the Loan Documents of the 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 or (xiii) any restrictions on transfer of the Equity Interests in NKL
or its direct parents, 4260848 Canada Inc. and 4260856 Canada Inc., imposed by any lock-up or
listing agreement, rule or regulation in connection with any listing or offering of Equity
Interests in NKL to the extent required by Applicable Law or listing or stock exchange
requirements.



SECTION 6.13 Issuance of Disqualified Capital Stock. Issue any Disqualified Capital Stock except (i)
Joint Venture Subsidiaries and Excluded Collateral Subsidiaries may issue


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Disqualified Capital
Stock pursuant to Section 6.06(l) and (ii) issuances of Disqualified Capital Stock under
Section 6.04(i) shall be permitted.



SECTION 6.14 Parent Borrower. Allow the Chief Executive Office of Parent Borrower to be located outside
of the United States.



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
(which, in the case of Holdings, shall be limited to the Parent Borrower), (ii) holding
intercompany loans made to the Parent 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 Refinancings
thereof), and the Senior Note Documents (and any Permitted Refinancings thereof), the Additional
Senior Secured Indebtedness Documents and documents relating to Permitted First Priority
Refinancing Indebtedness, Permitted Second Priority Refinancing Indebtedness, Permitted
Unsecured Refinancing Indebtedness and Indebtedness under Section 6.01(l).




     (b) The Parent Borrower and its Restricted Subsidiaries will not engage (directly or
indirectly) in any business other than those businesses in which Parent Borrower and its
Restricted Subsidiaries are engaged 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).




     (c) The Parent Borrower will not permit any Securitization Entity that it controls to
engage in any business or activity other than performing its obligations under the related
Qualified Securitization Transaction and will not permit any Securitization Entity that it
controls to hold any assets other than the Securitization Assets.




     (d) No Loan Party (to the extent such Loan Party is subject to the Regulation) will have a
centre of main interest for the purposes of the Regulation other than as situated in its
jurisdiction of incorporation, except as set forth in clause (ii) of Section 3.27.


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 Applicable Law and disclosed to the Administrative Agent and changes described in
Section 1.04.



SECTION 6.17 Fiscal Year. Change its fiscal year-end to a date other than March 31.



SECTION 6.18 Margin Rules. Use the proceeds of any Loans, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of
Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock
or to refund indebtedness originally incurred for such purpose.





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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 Term Loan Documents, (4) the Additional Senior Secured Indebtedness Documents, and
documents relating to any Permitted First Priority Refinancing Debt, Permitted Second Priority
Refinancing Debt and Junior Secured Indebtedness (so long as such documents permit Liens to secure
the Secured Obligations); and (5) any prohibition or limitation that (a) exists pursuant to
Applicable 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), (4) or (5)(e); provided that such amendments and refinancings are no more
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).



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     (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 Applicable 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 Applicable Law promulgated
thereunder, with the result that the investment in the Loan Parties (whether directly or
indirectly) is prohibited by a requirement of Applicable Law, or the Loans made by the Lenders
would be in violation of a requirement of Applicable 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
Applicable Law or the Loans are in violation of a requirement of Applicable Law.



SECTION 6.22 Forward Share Sale Agreement and Support Agreement. With respect to the Parent Borrower,
assign, transfer, convey, sell or otherwise dispose of any of its right, title or interest in any
of the Forward Share Sale Agreement or the Support Agreement, except that such agreements may be
cancelled or terminated.




ARTICLE VII




GUARANTEE


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 accruing after the commencement of an Insolvency Proceeding,
whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency
Proceeding)) 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 Bank Product 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


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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 distributions or Dividends to be made (including the Closing
Date Distribution); 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 not of collection and to the fullest extent permitted by
Applicable 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:




               (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 or the Maturity Date shall be extended with respect to
all or a portion of the Guaranteed Obligations;



               (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;




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               (iv) any Lien or security interest granted to, or in favor of, any Issuing Bank, 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 the other Secured Parties, 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 Obligations, whether
as a result of any Insolvency Proceeding 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 Debtor Relief 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





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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) (or any other loan or advance between Loan
Parties other than the Forward Share Sale Agreement) shall be subordinated to such Loan Party’s
Secured Obligations a manner reasonably satisfactory to the Administrative 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 Debtor Relief Law, 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 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, (a) Equity Interests of any Subsidiary Guarantor are issued, sold or transferred such
that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons,
none of which is a Loan Party or a Subsidiary, (b) a Guarantor is designated as an Unrestricted
Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan
Party after the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in
accordance with the definition thereof, or (d) a Qualified Parent Borrower IPO shall occur, then,
such Transferred Guarantor (in the case of clause (a)), such Unrestricted Subsidiary (in the case
of clause (b)), such Restricted Subsidiary (in the case of






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clause (c)), or Holdings (in the case of clause (d)), shall, upon the consummation of such
issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded
Collateral Subsidiary or upon the completion of the Qualified Parent Borrower IPO, be released from
its obligations under this Agreement (including under Section 11.03 hereof) and any other
Loan Documents to which it is a party and its obligations to pledge and grant any Collateral owned
by it pursuant to any Security Document, and the Collateral Agent shall take such actions as are
within its powers to effect each release described in this Section 7.09 in accordance with
the relevant provisions of the Security Documents and the Intercreditor Agreement; provided
that such Guarantor is also released from its obligations, if any, under the Term Loan Documents,
the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and other Material
Indebtedness guaranteed by such Person on the same terms.



SECTION 7.10 Certain Tax Matters. Notwithstanding the provisions of Sections 2.06(j),
2.15, 2.21 or 2.22, if a Loan Party makes a payment hereunder that is
subject to withholding tax in excess of the withholding tax 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 (including withholding taxes applicable to additional sums payable under
this Section), the payee receives an amount equal to the amount it would have received if
no such excess withholding tax 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 Administrative
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 Administrative 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 pursuant to Section
39(1) Nr. 1 through Nr. 5 of the German Insolvency Code (Insolvenzordnung) or subordinated in any
other way by law or contract;



               (iii) any 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 Administrative 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 Administrative 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 Administrative Agent and neither the
Administrative 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 Administrative Agent or a Lender, the Administrative 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 Administrative 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 Secured 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 Secured Parties shall be entitled to further pursue their claims (if any)
and the German Guarantor shall be entitled to provide evidence 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.




     (f) The limitations provided for in paragraph (a) above shall not apply where (i) the
relevant German Guarantor has a fully valuable (vollwertig) recourse claim (Gegenleistungs- oder
Rückgewähranspruch) vis-à-vis the relevant shareholder or (ii) a domination agreement
(Beherrschungsvertrag) or a profit and loss pooling agreement (Ergebnisabführungsvertrag) is or
will be in existence with the relevant German Guarantor (or the relevant general partner) and
the relevant German Guarantor has a fully valuable (vollwertig) compensation claim
(Ausgleichsanspruch).


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 Administrative
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
Administrative 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



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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
of the Swiss Withholding Tax under any Applicable Law (including double tax treaties) and (ii)
pay to the Administrative Agent for distribution to the Secured Parties upon receipt any amount
so refunded. The Secured 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
Section 7.12 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.



SECTION 7.15 French Guarantor.





     (a) The obligations and liabilities of a French Guarantor under the Loan Documents and
in particular under Article VII (Guarantee) of this Agreement shall not



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include any obligation or liability which if incurred would constitute the provision of financial
assistance within the meaning of article L. 225-216 of the French Code de commerce and/or would
constitute a misuse of corporate assets within the meaning of article L. 241-3 or L. 242-6 of
the French Code de commerce or any other laws or regulations having the same effect, as
interpreted by French courts.




     (b) The obligations and liabilities of a French Guarantor under Article VII
(Guarantee) of this Agreement for the obligations under the Loan Documents of any other
Guarantor which is not a French Subsidiary of such French Guarantor, shall be limited at any
time to an amount equal to the aggregate of all amounts borrowed under this Agreement by such
other Guarantor as Borrower to the extent directly or indirectly on-lent to the French Guarantor
under inter-company loan agreements and outstanding at the date a payment is to be made by such
French Guarantor under Article VII (Guarantee) of this Agreement, it being
specified that any payment made by a French Guarantor under Article VII
(Guarantee) of the Credit Agreement in respect of the obligations of such Guarantor as
Borrower shall reduce pro tanto the outstanding amount of the inter-company loans due by the
French Guarantor under the inter-company loan arrangements referred to above.




     (c) The obligations and liabilities of a French Guarantor under Article VII
(Guarantee) of this Agreement for the obligations under the Loan Documents of any
Guarantor which is its Subsidiary shall not be limited and shall therefore cover all amounts due
by such Guarantor as Borrower and/or as Guarantor, as applicable. However, where such
Subsidiary is not incorporated in France, the amounts payable by the French Guarantor under this
paragraph (c) in respect of obligations of this Subsidiary as Borrower and/or Guarantor, shall
be limited as set out in paragraph (b) above.


SECTION 7.16 Luxembourg Guarantor.





     (a) If and to the extent that the obligations of the Luxembourg Guarantor under this
Guarantee are for the exclusive benefit of the Luxembourg Guarantor’s direct and indirect parent
entities and Affiliates (except the Luxembourg Guarantor’s (direct or indirect) Subsidiaries),
the following shall apply:



               (i) Notwithstanding any thing to the contrary, (A) the obligations and liabilities of the
Luxembourg Guarantor under this Guarantee and (B) the obligations secured by the Collateral granted
by such Luxembourg Guarantor pursuant to this Agreement and any other Loan Documents, shall at no
time, in aggregate, exceed an amount equal to the maximum financial capacity of such Luxembourg
Guarantor, such maximum financial capacity being limited to ninety-five per cent (95%) of the net
Luxembourg Guarantor’ capitaux propres (as referred to in article 34 of the Luxembourg law of
December 19, 2002, on the commercial register and annual accounts, where the capitaux propres mean
the shareholders’ equity (including the share capital, share premium, legal and statutory reserves,
other reserves, profit and losses carried forward, investment subsidies and regulated provisions)
of such Luxembourg Guarantor as shown in the latest financial statements (comptes annuels)
available at the date of the relevant payment hereunder and approved by the shareholders of such
Luxembourg Guarantor and certified by the statutory auditor, as the case may be, or as applicable
its external auditor (réviseur d’entreprises), if required by law.



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               (ii) None of the above restrictions shall apply to the extent of: (A) the total payment
obligations of such Luxembourg Guarantor’s Subsidiaries under this Agreement and any other Loan
Documents; and (B) the payment obligations of any Loan Party where that Loan Party is not a
subsidiary of the Luxembourg Guarantor, up to an amount equal to the amounts borrowed (directly or
indirectly) by way of intra-group loans from such Loan Party by the Luxembourg Guarantor or such
Luxembourg Guarantor’s Subsidiaries.


The obligations and liabilities of the Luxembourg Guarantor under this Guarantee shall not include
any obligation which, if incurred, would constitute either (a) a misuse of corporate assets as
defined under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended from time
to time, (the “Luxembourg Company Act”) or (b) financial assistance.





     (b) The Luxembourg Guarantor shall use reasonable efforts to take and cause to be taken
all and any other action, including if required the passing of any shareholders’ resolutions to
approve any payment under this Guarantee or otherwise under this Agreement and the other Loan
Documents, which may be required as a matter of Luxembourg law or standard business practice as
existing at the time it is required to make a payment under this Guarantee or otherwise under
this Agreement and the other Loan Documents in order to allow for prompt payment of such
payments under this Guarantee or otherwise under this Agreement and other Loan Documents, as
applicable.



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 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 (i) Section 5.02(a), Section
5.03(a), Section 5.08, Section 5.17, Section 9.01(e), Section
9.02(d), Section 9.02(e), Section 9.03, and ARTICLE VI or (ii)
Section 5.04(a) or Section 5.04(b) (provided that in the case of



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defaults under Sections 5.04(a) or (b) which do not impair in any material
respect the insurance coverage maintained on the Collateral or the Companies’ assets taken as a
whole, then such default will not constitute an Event of Default unless such default has
continued unremedied for a period of three (3) Business Days;




     (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(d), Section 9.02(e), and Section 9.03), and such default shall continue
unremedied or shall not be waived for a period of five (5) Business Days after written notice
thereof from the Administrative 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 Administrative 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, if any notice (a
“Default Notice”) shall be required to commence a grace period or declare the occurrence of an
event of default with regard to the Senior Notes before notice of acceleration may be delivered,
delivery of such Default Notice shall constitute a Default hereunder (but not an Event of
Default) until such time as the Senior Notes may be accelerated, at which point an Event of
Default shall occur hereunder) 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 $100,000,000 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, provincial or foreign bankruptcy, insolvency, receivership, reorganization
or other Debtor Relief Law, including any proceeding under applicable corporate law; (ii) 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; or (iii) the winding-up, liquidation or examination of
any Loan Party or Material Subsidiary; and such proceeding or petition



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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 other Debtor Relief 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, or (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 $100,000,000, 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 (or its
co-agent or subagent), 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 its co-agent or subagent), 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;




     (l) any Loan Document or any material provision 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,



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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, the Term
Loan Administrative Agent, the Term Loan Collateral Agent and all other creditors of the Parent
Borrower and its Restricted Subsidiaries (or any trustee, agent or representative acting on
their behalf) that are parties thereto, or (iii) as a result of satisfaction in full of the
obligations under the Term Loan Documents, the Additional Senior Secured Indebtedness Documents
(if any), the Junior Secured Indebtedness Documents (if any) and any other Material Indebtedness
subject to the terms of the Intercreditor Agreement;




     (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 a 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, the
Administrative 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 Banks 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. Notwithstanding anything herein to the contrary (but subject to
Section 2.14(f) and the terms of the Intercreditor Agreement), during an Event of Default,
monies to be applied to the Secured Obligations, whether arising from payments by Loan Parties,
realization on Collateral, setoff or otherwise, shall be allocated as follows (including any
payments received with respect to adequate protection payments or other distributions relating to
the Secured Obligations during the pendency of any reorganization or insolvency proceeding):





     (a) First, to all costs and expenses, including Extraordinary Expenses, owing to any
Agent or Receiver;




     (b) Second, to all amounts owing to a Swingline Lender on Swingline Loans;




     (c) Third, to all amounts owing to Issuing Banks on LC Obligations;




     (d) Fourth, to all Secured Obligations constituting fees (other than Secured Bank
Product Obligations);




     (e) Fifth, to all Secured Obligations constituting interest (other than Secured Bank
Product Obligations);




     (f) Sixth, to cash collateralize all outstanding Letters of Credit in an amount equal
to 105% of LC Exposure;




     (g) Seventh, to all Loans; and




     (h) Eighth, to all other Secured Obligations.



     Amounts shall be applied to each category of Secured Obligations set forth above until Full
Payment thereof and then to the next category. If amounts are insufficient to satisfy a category,
they shall be applied on a pro rata basis among the Secured Obligations in the category. Amounts
distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum
Secured Bank Product Obligations last reported to Administrative Agent or the actual Secured Bank
Product Obligations as calculated by the methodology reported to Administrative Agent for
determining the amount due. No Agent shall have any obligation to



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calculate the amount to be distributed with respect to any Secured Bank Product Obligations,
and Administrative Agent may request a reasonably detailed calculation of such amount from the
applicable Secured Party. If a Secured Party fails to deliver such calculation within five days
following request by Administrative Agent, Administrative Agent may assume the amount to be
distributed is zero. The allocations set forth in this Section are solely to determine the
rights and priorities of Administrative Agent and Secured Parties as among themselves, and may be
changed by agreement among them without the consent of any Loan Party. This Section is not
for the benefit of or enforceable by any Loan Party.




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 Full Payment of the Obligations, unless Administrative 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, Borrowing Base Guarantor or Receivables Seller is
located) (the “Borrowing Base Loan Parties”) shall maintain a cash management system which is
acceptable to the Administrative 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 Administrative
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 Administrative Agent), with
such banks as are acceptable to Administrative 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, Swiss Security Agreement, or
German Security Agreement, or Control Agreements, or with respect to accounts located in any
other European country, the applicable



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Control Agreement or other Security Documents applicable thereto). 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 Administrative 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 Administrative Agent 30
days’ (or such shorter period as may be determined by the Administrative 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 any Secured Party, 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 the Secured Parties in respect of the Secured Obligations and therefore
shall constitute the property of the Secured Parties to the extent of the then outstanding
Secured Obligations and may be applied by the Administrative 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 Administrative 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
Administrative 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 Administrative 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 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



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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 Applicable 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 $100,000 and, together with all other such local cash
accounts, do not exceed $2,000,000.




     (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
Administrative Agent determines to release such funds to the Borrowers in accordance with the
following sentence, Administrative 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 Administrative Agent or the Collateral Agent (except to the extent constituting
Pari Passu 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
Administrative 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, Eurocurrency Loans
and EURIBOR Loans to such Borrower, pro rata, together with all accrued and unpaid interest
thereon; provided, however, that payments on such 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 Eurocurrency Loans or EURIBOR Loans on the last day of
the relevant Interest Period of such 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 this Section 9.01 (except to the extent not required to be
paid hereunder) 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)-(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 Administrative Agent or the Required
Lenders, such funds in a Cash Collateral Account may be released to the applicable Borrowing
Base Loan Party. Notwithstanding the above, if



219









 







the Administrative 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 Administrative Agent shall apply
all funds received in the Collection Account in accordance with Section 8.03. If this
Section 9.01(e) applies, the Administrative 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 for the benefit of the
Secured Parties, 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 Agreements, or with respect to accounts
located in any other European country, the applicable Control Agreement or other Security
Documents applicable thereto). 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, or German Security Agreement, or Control Agreements, or with respect to accounts
located in any other European country, the applicable Control Agreement or other Security
Documents applicable thereto) and including, subject to Section 6.07, with regard to the
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 Administration of Inventory and Accounts.





     (a) Records and Reports of Inventory. Each Borrower and Borrowing Base
Guarantor shall keep accurate and complete records of its Inventory, including costs and daily
withdrawals and additions thereto, and shall submit to Administrative Agent inventory and
reconciliation reports in form reasonably satisfactory to Administrative Agent, upon
Administrative Agent’s reasonable request. Each Loan Party shall conduct a physical inventory
at least once per calendar year (and on a more frequent basis if requested by Administrative
Agent during the continuation of an Event of Default) and periodic cycle counts consistent with
historical practices, and shall provide to Administrative Agent a report based on each such
inventory and count promptly upon completion thereof, together with



220









 







such supporting information as Administrative Agent may reasonably request. Administrative
Agent may participate in and observe each physical count.




     (b) Returns of Inventory. No Borrower or Borrowing Base Guarantor shall return
any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise,
unless (i) such return is in the ordinary course of business, consistent with past practices and
undertaken in good faith; (ii) no Default, Event of Default or Overadvance exists or would
result therefrom; (iii) Administrative Agent is promptly notified if the aggregate value of all
Inventory returned in any month exceeds $10,000,000; and (iv) during the existence of any Event
of Default or at any time after the occurrence of a Cash Dominion Trigger Event and prior to the
subsequent occurrence of a Cash Dominion Recovery Event, any payment received by a Loan Party
for a return is promptly remitted to Administrative Agent for application to the Secured
Obligations.




     (c) Acquisition, Sale and Maintenance of Inventory. The Loan Parties shall
use, store and maintain all Inventory with reasonable care and caution, in accordance with
applicable standards of any insurance and in conformity with all Applicable Law, and shall make
current rent payments (within applicable grace periods provided for in leases) at all locations
where any Collateral is located.




     (d) Records and Schedules of Accounts. Each Loan Party shall keep accurate and
complete records of its Accounts in all material respects, including all payments and
collections thereon, and shall submit to Administrative Agent sales, collection, reconciliation
and other reports in form satisfactory to Administrative Agent, on such periodic basis as
Administrative Agent may reasonably request.




     (e) Taxes. If an Account of any Borrower or Borrowing Base Guarantor includes
a charge for any Taxes, Administrative Agent is authorized, in its discretion, upon notice to
the Administrative Borrower, to pay the amount thereof to the proper Taxing Authority for the
account of such Borrower or Borrowing Base Guarantor and to charge Borrowers therefor;
provided, however, that neither any Agent nor any Lender shall be liable for any
Taxes that may be due from any Loan Party or with respect to any Collateral.




     (f) Account Verification. During a Default or Event of Default, at any time
after the occurrence of a Cash Dominion Trigger Event and prior to the subsequent occurrence of
a Cash Dominion Recovery Event and in connection with its field examinations, Administrative
Agent shall have the right, in the name of Administrative Agent, any designee of Administrative
Agent or any Loan Party, to verify the validity, amount or any other matter relating to any
Accounts of any Borrower or Borrowing Base Guarantor (including Accounts purchased pursuant to a
Receivables Purchase Agreement) by mail, telephone or otherwise; provided that, in the
absence of an Event of Default such verification shall be limited to telephone calls made by a
representative of a Loan Party, upon reasonable prior notice from Administrative Agent, in the
presence of a representative of Administrative Agent to an applicable Account Debtor or a Person
otherwise obligated on such Accounts, as the case may be. Loan Parties shall cooperate fully
with Administrative Agent in an effort to facilitate and promptly conclude any such verification
process.



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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 Administrative Agent the following
(and the Administrative 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 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 reasonably requested by the Administrative Agent
in its Permitted Discretion; provided that, if during the first month of any fiscal
quarter the Total Revolving Exposure (excluding LC Exposure in respect of Letters of Credit
outstanding as of the Closing Date) does not at any time exceed 25% of the aggregate amount of
the Lenders’ Revolving Commitments and no Default is then continuing, the Administrative
Borrower shall not be required to deliver a Borrowing Base Certificate with regard to such
month; provided further, that after the occurrence of a Covenant Trigger Event and until
the occurrence of a corresponding Covenant Recovery Event, Administrative Borrower shall deliver
an additional weekly roll-forward of Accounts as 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 Administrative
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, when a Default is continuing, more frequent Borrowing Base Certificates reflecting shorter
periods as reasonably requested by the Administrative Agent or the Required Lenders. 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 Administrative Agent an updated Borrowing Base Certificate after the occurrence of an
event not in the ordinary course of business (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 $20,000,000 included in
the Total Borrowing Base no longer to be Eligible Accounts or Eligible Inventory.




     (b) upon request by the Administrative 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 Administrative 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 Administrative Agent in its
Permitted Discretion; provided that, if during the first month of any fiscal quarter the
Total Revolving Exposure (excluding LC Exposure in respect of Letters of Credit outstanding as
of the Closing Date) does not at any time exceed 25% of the aggregate amount of the Lenders’
Revolving Commitments and no Default is then continuing, the Administrative



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Borrower shall not be required to deliver such monthly trial balance or summary of Inventory with
regard to such month;




     (c) on or before March 31, 2011, updated field examinations and inventory appraisals,
and in furtherance thereof, the Borrowers will cause such field examinations and inventory
appraisals to be commenced on or before February 15, 2011; provided that if on any day
prior to February 15, 2011, outstanding Loans and LC Exposure exceed $100,000,000 in the
aggregate (excluding LC Exposure in respect of Letters of Credit outstanding as of the Closing
Date), the Borrowers will cause field examinations and inventory appraisals to be commenced
within ten (10) days thereafter; and




     (d) such other reports, statements and reconciliations with respect to the Borrowing
Base or Collateral of any or all Loan Parties as the Administrative 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.


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
Administrative 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 ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT


SECTION 10.01 Appointment, Authority and Duties of Agents.





     (a) Appointment and Authority. Each Secured Party appoints and designates Bank
of America as Administrative Agent and as Collateral Agent under all Loan Documents. Each Agent
may, and each Secured Party authorizes each Agent to, enter into all Loan Documents to which
such Agent is intended to be a party and accept all Security Documents, for the benefit of
Secured Parties. Each Secured Party agrees that any action taken by any Agent or Required
Lenders in accordance with the provisions of the Loan Documents, and the exercise by any Agent
or Required Lenders of any rights or remedies set forth therein, together with all other powers
reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties.
Without limiting the generality of the foregoing, the Administrative Agent and the Collateral
Agent shall have the sole and exclusive authority to (a) in the case of the Administrative
Agent, act as the disbursing and collecting agent for



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Lenders with respect to all payments and collections arising in connection with the Loan
Documents; (b) execute and deliver as Administrative Agent or as Collateral Agent, respectively,
each Loan Document, including any intercreditor or subordination agreement, and accept delivery
of each Loan Document from any Loan Party or other Person; (c) in the case of the Collateral
Agent, act as collateral agent for Secured Parties for purposes of perfecting and administering
Liens under the Loan Documents, and for all other purposes stated therein; (d) in the case of
the Collateral Agent, manage, supervise or otherwise deal with Collateral; (e) in the case of
the Collateral Agent, take any Enforcement Action with respect to the Collateral or otherwise
exercise any rights or remedies with respect to any Collateral under the Loan Documents,
Applicable Law or otherwise; and (f) take any other Enforcement Action. The duties of each
Agent shall be ministerial and administrative in nature, and no Agent shall have a fiduciary
relationship with any Secured Party, Participant or other Person, by reason of any Loan Document
or any transaction relating thereto. Administrative Agent alone shall be authorized to
determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory,
or whether to impose or release any reserve, and to exercise its Permitted Discretion in
connection therewith, which determinations and judgments, if exercised in good faith, shall
exonerate Administrative Agent from liability to any Lender or other Person for any error in
judgment.




     (b) Duties. No Agent shall have any duties except those expressly set forth in
the Loan Documents. The conferral upon any Agent of any right shall not imply a duty on such
Agent’s part to exercise such right, unless instructed to do so (i) in the case of the
Administrative Agent, by Required Lenders in accordance with this Agreement and (ii) in the case
of the Collateral Agent, by Administrative Agent in accordance with this Agreement.




     (c) Agent Professionals. Each Agent may perform its duties through agents and
employees. Each Agent may consult with and employ Agent Professionals, and shall be entitled to
act upon, and shall be fully protected in any action taken in good faith reliance upon, any
advice given by an Agent Professional. No Agent shall be responsible for the negligence or
misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.




     (d) Instructions of Required Lenders. The rights and remedies conferred upon
each Agent under the Loan Documents may be exercised without the necessity of joinder of any
other party, unless required by Applicable Law. Each Agent may request instructions from
Required Lenders or other Secured Parties with respect to any act (including the failure to act)
in connection with any Loan Documents, and may seek assurances to its satisfaction from Secured
Parties of their indemnification obligations against all Claims that could be incurred by such
Agent in connection with any act. Each Agent shall be entitled to refrain from any act until it
has received such instructions or assurances, and no Agent shall incur liability to any Person
by reason of so refraining. Instructions of Required Lenders shall be binding upon all Secured
Parties, and no Secured Party shall have any right of action whatsoever against any Agent as a
result of such Agent acting or refraining from acting in accordance with the instructions of
Required Lenders. Notwithstanding the foregoing, instructions by and consent of Secured Parties
shall be required in the circumstances described in Section 11.02. In no event shall
any Agent be required to take any action that, in




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its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent
Indemnitee to personal liability.


SECTION 10.02 Agreements Regarding Collateral and Field Examination Reports.





     (a) Lien Releases; Care of Collateral. Secured Parties authorize Collateral Agent
to release any Lien with respect to any Collateral (a) upon Full Payment of the Secured
Obligations; (b) that is the subject of a sale, lease, license, consignment, transfer or other
disposition which Administrative Borrower certifies in writing to Administrative Agent and
Collateral Agent is permitted by Section 6.06 (provided that no Lien shall be released
in any Series of Cash Neutral Transactions or in any Asset Sale to another Loan Party) (and
Agent may rely conclusively on any such certificate without further inquiry); (c) that does not
constitute a material part of the Collateral; (d) if the property subject to such Lien is owned
by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant
to Section 7.09; or (e) with the written consent of the Required Lenders or such other
number of Lenders whose consent is required under Section 11.02. Secured Parties
authorize Collateral Agent to subordinate or release its Liens to any a Lien permitted hereunder
that secures a Purchase Money Obligation or Capital Lease Obligation permitted hereunder. No
Agent shall have any obligation to assure that any Collateral exists or is owned by a Loan
Party, or is cared for, protected or insured, nor to assure that Collateral Agent’s Liens have
been properly created, perfected or enforced, or are entitled to any particular priority, nor to
exercise any duty of care with respect to any Collateral.




     (b) Possession of Collateral. Each Agent and Secured Party appoints each Lender as
agent (for the benefit of Secured Parties) for the purpose of perfecting Liens in any Collateral
held or controlled by such Lender, to the extent such Liens are perfected by possession or
control. If any Lender obtains possession or control of any Collateral, it shall notify
Collateral Agent thereof and, promptly upon Collateral Agent’s request, deliver such Collateral
to Collateral Agent or otherwise deal with it in accordance with Collateral Agent’s
instructions.




     (c) Reports. Each Agent shall promptly forward to each Lender, when complete,
copies of any field audit, examination or appraisal report prepared by or for such Agent with
respect to any Loan Party or Collateral (each, a “Report”). Each Lender agrees (a) that neither
Bank of America nor any Agent makes any representation or warranty as to the accuracy or
completeness of any Report, and neither Bank of America nor any Agent shall be liable for any
information contained in or omitted from any Report; (b) that the Reports are not intended to be
comprehensive audits or examinations, and that any Agent or any other Person performing any
audit or examination will inspect only specific information regarding Secured Obligations or the
Collateral and will rely significantly upon the Loan Parties’ books and records as well as upon
representations of the Loan Parties’ officers and employees; and (c) to keep all Reports
confidential and strictly for such Lender’s internal use, and not to distribute any Report (or
the contents thereof) to any Person (except to such Lender’s Participants, attorneys and
accountants) or use any Report in any manner other than administration of the Loans and other
Secured Obligations. Each Lender shall indemnify and hold harmless each Agent and any other
Person preparing a Report from any action such Lender may take as a result of or any conclusion
it may draw from any Report, as well as



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from any Claims arising as a direct or indirect result of any Agent furnishing a Report to
such Lender.




     (d) Dealings with Collateral Agent. Each Secured Party (other than the
Administrative Agent and the Collateral Agent and their respective co-agents and sub-agents)
shall deal with the Collateral Agent exclusively through the Administrative Agent and shall not
deal directly with the Collateral Agent. The Collateral Agent shall be entitled to act and rely
upon the instructions of the Administrative Agent with regard to all matters relating to the
Loan Documents and the Collateral.


SECTION 10.03 Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in
relying, upon any certification, notice or other communication (including those by telephone,
telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person, and upon the advice and statements of Agent
Professionals.



SECTION 10.04 Action Upon Default. No Agent shall be deemed to have knowledge of any Default or Event of
Default unless it has received written notice from a Lender or Loan Party specifying the occurrence
and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall
promptly notify Administrative Agent and the other Lenders thereof in writing. Each Secured Party
(other than the Administrative Agent and the Collateral Agent) agrees that, except as otherwise
provided in any Loan Documents or with the written consent of Administrative Agent and Required
Lenders, it will not (i) take any Enforcement Action, (ii) accelerate Secured Obligations (other
than Secured Bank Product Obligations) or (iii) exercise any right that it might otherwise have
under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of
Collateral or to assert any rights relating to any Collateral. Notwithstanding the foregoing,
however, a Secured Party may take action to preserve or enforce its rights against a Loan Party
where a deadline or limitation period is applicable that would, absent such action, bar enforcement
of Secured Obligations held by such Secured Party, including the filing of proofs of claim in an
Insolvency Proceeding. No Lender shall set off against any account that is subject to a Control
Agreement without the prior consent of Administrative Agent.



SECTION 10.05 Indemnification of Agent Indemnitees. EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT
INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY LOAN PARTIES, IN
ACCORDANCE WITH ITS PRO RATA PERCENTAGE, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED
AGAINST ANY AGENT INDEMNITEE OR ISSUING BANK INDEMNITEE, PROVIDED THAT ANY CLAIM AGAINST AN AGENT
INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AN AGENT (IN THE CAPACITY AS AN AGENT).
In Administrative Agent’s discretion, it may reserve for any Claims made against an Agent
Indemnitee or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating
thereto, from proceeds of Collateral prior to any Agent making any distribution of Collateral
proceeds to Secured Parties. If any Agent is sued by any receiver, bankruptcy trustee,
debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any
monies paid by such Agent in settlement or satisfaction of such proceeding, together with all
interest, costs and






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expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed
to such Agent by each Lender to the extent of its Pro Rata Percentage.



SECTION 10.06 Limitation on Responsibilities of Agents. No Agent shall be liable to any Secured Party
for any action taken or omitted to be taken under the Loan Documents, except for losses directly
and solely caused by such Agent’s gross negligence or willful misconduct. No Agent assumes any
responsibility for any failure or delay in performance or any breach by any Loan Party, Lender or
other Secured Party of any obligations under the Loan Documents. No Agent makes to Secured Parties
any express or implied warranty, representation or guarantee with respect to any Secured
Obligations, Collateral, Loan Documents or Loan Party. No Agent Indemnitee shall be responsible to
Secured Parties for any recitals, statements, information, representations or warranties contained
in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any
Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or
existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein;
the validity, enforceability or collectibility of any Secured Obligations; or the assets,
liabilities, financial condition, results of operations, business, creditworthiness or legal status
of any Loan Party or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured
Party to ascertain or inquire into the existence of any Default or Event of Default, the observance
or performance by any Loan Party of any terms of the Loan Documents, or the satisfaction of any
conditions precedent contained in any Loan Documents. Neither Administrative Agent nor Collateral
Agent shall be liable for any application of amounts made by it in good faith and, if any such
application is subsequently determined to have been made in error, the sole recourse of any Secured
Party or other Person to which such amount should have been made shall be to recover the amount
from the Person that actually received it (and, if such amount was received by any Secured Party,
such Secured Party hereby agrees to return it).



SECTION 10.07 Successor Agents and Co-Agents.





     (a) Resignation; Successor Agent. Subject to the appointment and acceptance of a
successor Agent as provided below, any Agent may resign at any time by giving at least 30 days
written notice thereof to the other Agent, Lenders and Administrative Borrower. Upon receipt of
such notice, Required Lenders shall have the right to appoint a successor Agent which shall be
(a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the
laws of the United States or any state or district thereof, has a combined capital surplus of at
least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable
to Administrative Borrower. If no successor Agent is appointed prior to the effective date of
the resignation of an Agent, then such Agent may appoint a successor agent from among Lenders
or, if no Lender accepts such role, such Agent may appoint Required Lenders as successor agent.
Upon acceptance by a successor Agent of an appointment to serve as an Agent hereunder, or upon
appointment of Required Lenders as successor Agent, such successor Agent shall thereupon succeed
to and become vested with all the powers and duties of the retiring Agent without further act,
and the retiring Agent shall be discharged from its duties and obligations hereunder in its
capacity as such Agent, but shall continue to have the benefits of the indemnification set forth
in Sections 10.05 and 11.03. Notwithstanding any Agent’s resignation, the
provisions of this Section 10.07 shall continue in effect for its benefit with respect
to any actions taken or omitted to be taken by it while



227









 







Agent. Any successor to Bank of America by merger or acquisition of stock or this loan
shall continue to be Administrative Agent and Collateral Agent hereunder without further act on
the part of the parties hereto, unless such successor resigns as provided above.




     (b) Co-Collateral Agent. It is the intent of the parties that there shall be no
violation of any Applicable Law denying or restricting the right of financial institutions to
transact business in any jurisdiction. If Collateral Agent believes that it may be limited in
the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, or
for any other reason in its sole discretion, Collateral Agent (or the Lenders) may appoint an
additional Person as a co-collateral agent. If Collateral Agent (or the Lenders) so appoints a
co-collateral agent, each right and remedy intended to be available to Collateral Agent under
the Loan Documents shall also be vested in such separate agent. Every covenant and obligation
necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as
Collateral Agent. Secured Parties shall execute and deliver such documents as Collateral Agent
deems appropriate to vest any rights or remedies in such agent. If any co-collateral agent
shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and
remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be
exercised by Collateral Agent until appointment of a new agent. For the avoidance of doubt,
French Collateral Agent shall be a co-collateral agent hereunder.


SECTION 10.08 Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has,
independently and without reliance upon any Agent or any other Lenders, and based upon such
documents, information and analyses as it has deemed appropriate, made its own credit analysis of
each Loan Party and its own decision to enter into this Agreement and to fund Loans and participate
in LC Obligations hereunder. Each Secured Party has made such inquiries as it feels necessary
concerning the Loan Documents, Collateral and Loan Parties. Each Secured Party acknowledges and
agrees that the other Secured Parties have made no representations or warranties concerning any
Loan Party, any Collateral or the legality, validity, sufficiency or enforceability of any Loan
Documents or Obligations. Each Secured Party will, independently and without reliance upon any
other Secured Party, and based upon such financial statements, documents and information as it
deems appropriate at the time, continue to make and rely upon its own credit decisions in making
Loans and participating in LC Obligations, and in taking or refraining from any action under any
Loan Documents. Except for notices, reports and other information expressly requested by a Lender,
no Agent shall have any duty or responsibility to provide any Secured Party with any notices,
reports or certificates furnished to such Agent by any Loan Party or any credit or other
information concerning the affairs, financial condition, business or properties of any Loan Party
(or any of its Affiliates) which may come into possession of any Agent or its Affiliates.



SECTION 10.09 Remittance of Payments and Collections.





     (a) Remittances Generally. All payments by any Lender to any Agent shall be made
by the time and on the day set forth in this Agreement, in immediately available funds. If no
time for payment is specified or if payment is due on demand by an Agent and request for payment
is made by such Agent by 11:00 a.m., New York time, on a Business Day, payment shall be made by
Lender not later than 2:00 p.m., New York time, on such day, and if request is made after 11:00
a.m., New York time, then payment shall be made by 11:00 a.m.,



228









 







New York time, on the next Business Day. Payment by any Agent to any Secured Party shall
be made by wire transfer, in the type of funds received by such Agent. Any such payment shall
be subject to such Agent’s right of offset for any amounts due from such payee under the Loan
Documents.




     (b) Failure to Pay. If any Secured Party fails to pay any amount when due by it to
any Agent pursuant to the terms hereof, such amount shall bear interest from the due date until
paid at the rate determined by such Agent as customary in the banking industry for interbank
compensation. In no event shall Borrowers be entitled to receive credit for any interest paid
by a Secured Party to any Agent, nor shall any Defaulting Lender be entitled to interest on any
amounts held by any Agent pursuant to Section 2.14(f).




     (c) Recovery of Payments. If any Agent pays any amount to a Secured Party in the
expectation that a related payment will be received by such Agent from any Loan Party and such
related payment is not received, then such Agent may recover such amount from each Secured Party
that received it. If any Agent determines at any time that an amount received under any Loan
Document must be returned to any Loan Party or paid to any other Person pursuant to Applicable
Law or otherwise, then, notwithstanding any other term of any Loan Document, such Agent shall
not be required to distribute such amount to any Lender. If any amounts received and applied by
any Agent to any Secured Obligations are later required to be returned by such Agent pursuant to
Applicable Law, each Lender shall pay to such Agent, on demand, such Lender’s share (in
accordance with its Pro Rata Percentage, where applicable) of the amounts required to be
returned.


SECTION 10.10 Agent in its Individual Capacity. As a Lender, Bank of America shall have the same rights
and remedies under the other Loan Documents as any other Lender, and the terms “Lenders,” “Required
Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Each of
Bank of America and its Affiliates may accept deposits from, maintain deposits or credit balances
for, invest in, lend money to, provide Bank Products to, act as trustee under indentures of, serve
as financial or other advisor to, and generally engage in any kind of business with, Loan Parties
and their Affiliates, as if Bank of America were any other bank, without any duty to account
therefor (including any fees or other consideration received in connection therewith) to the other
Lenders. In their individual capacity, Bank of America and its Affiliates may receive information
regarding Loan Parties, their Affiliates and their Account Debtors (including information subject
to confidentiality obligations), and each Secured Party agrees that Bank of America and its
Affiliates shall be under no obligation to provide such information to any Secured Party, if
acquired in such individual capacity and not as an Agent hereunder.



SECTION 10.11 Agent Titles. Each Lender, other than Bank of America, that is designated (on the cover
page of this Agreement or otherwise) by Bank of America as an “Agent” or “Arranger” of any type
shall not have any right, power, responsibility or duty under any Loan Documents other than those
applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with
any other Lender.



SECTION 10.12 Bank Product Providers. Each Secured Bank Product Provider, by delivery of a notice to
Administrative Agent of a Bank Product, agrees to be bound by Section






229









 







8.03, ARTICLES VII, X and XI, and the Intercreditor Agreement.
Each Secured Bank Product Provider shall indemnify and hold harmless Agent Indemnitees, to the
extent not reimbursed by Loan Parties, against all Claims that may be incurred by or asserted
against any Agent Indemnitee in connection with such provider’s Secured Bank Product Obligations.



SECTION 10.13 No Third Party Beneficiaries. This ARTICLE X is an agreement solely among Secured
Parties and Agents, and shall survive Full Payment of the Secured Obligations. This ARTICLE
X does not confer any rights or benefits upon the Loan Parties or any other Person. As between
the Loan Parties and Agents, any action that any Agent may take under any Loan Documents or with
respect to any Secured Obligations shall be conclusively presumed to have been authorized and
directed by Secured Parties.



SECTION 10.14 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 10.15 Acknowledgment of Security Trust Deed. Each Secured Party 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.




Two Alliance Center




3560 Lennox Road, Suite 2000




Atlanta, GA 30326




Attention: Randal P. Miller




Telecopier No.: 404-760-0124




Email: randy.miller@novelis.com



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               with a copy to:




Novelis Inc.




Two Alliance Center




3560 Lennox Road, Suite 2000




Atlanta, GA 30326




Attention: Leslie J. Parrette, Jr.




Telecopier No.: 404-760-0137




Email:
les.parrette@novelis.com



               and with a copy to:




Fried Frank Harris Shriver & Jacobson LLP



One New York Plaza




New York, New York 10004




Attention: F. William Reindel




Telecopier No.: 212-859-4000




Email: f.william.reindel@friedfrank.com



               (ii) if to the Administrative Agent or the Collateral Agent, to it at:




Bank of America, N.A.




135 S. LaSalle, Suite 927, IL4-135-09-27




Chicago, IL 60603




Attention: Peter Walther




Telecopier No.: 312-453-5555



               with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP




155 North Wacker Drive, Suite 3000




Chicago, IL 60606




Attention: Seth E. Jacobson




Telecopier No.: (312) 407-8511




Phone No.: (312) 407-0889



               (iii) if to the U.S. Swingline Lender, to it at:




Bank of America, N.A.




135 S. LaSalle, Suite 927, IL4-135-09-27




Chicago, IL 60603




Attention: Peter Walther




Telecopier No.: 312-453-5555



               with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP




155 North Wacker Drive, Suite 3000



231









 






Chicago, IL 60606




Attention: Seth E. Jacobson




Telecopier No.: (312) 407-8511




Phone No.: (312) 407-0889



               (iv) if to the Initial Issuing Bank, to it at:




Bank of America, N.A.




135 S. LaSalle, Suite 927, IL4-135-09-27




Chicago, IL 60603




Attention: Peter Walther




Telecopier No.: 312-453-5555



               with a copy to:




Skadden, Arps, Slate, Meagher & Flom LLP




155 North Wacker Drive, Suite 3000




Chicago, IL 60606




Attention: Seth E. Jacobson




Telecopier No.: (312) 407-8511




Phone No.: (312) 407-0889



               (v) if to a Lender (or other Issuing Bank), to it at its address (or telecopier number) set
forth in its Administrative Questionnaire;



               (vi) if to the European Swingline Lender, to it at:




The Royal Bank of Scotland plc




UK Middle Office, Banking Operations




01CF108




135 Bishopsgate




London




EC2M 3UR




Telecopier No.: +44 20 7085 7116




Email: jamie.miller2@rbs.com



               with a copy to:




The Royal Bank of Scotland plc




Credit Administration




10th-101-NS32




600 Washington Boulevard




Stamford, CT 06901




Attention: Shontella Leverston




Telecopier No.: +1 203 897 0883




Email: shontella.leverston@rbs.com



               and a copy to:



232









 






Skadden, Arps, Slate, Meagher & Flom LLP




155 North Wacker Drive, Suite 3000




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 Banks 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 Administrative 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 Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative 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 Administrative 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.




     (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
Administrative Agent all information, documents and other materials that it is obligated to
furnish to the Administrative 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



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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 Administrative Agent at
peter.walther@baml.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
Administrative 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 Administrative Agent from time to time, Administrative Agent
agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set
forth above shall constitute effective delivery of the Communications to the Administrative Agent
for purposes of the Loan Documents; provided that Administrative Borrower shall also
deliver to the Administrative 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 Administrative 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 any 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 any 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.


SECTION 11.02 Waivers; Amendment.







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     (a) Generally. No failure or delay by any Agent, any 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 Banks 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 any 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) through (h), no modification of any Loan Document, including
any extension or amendment of a Loan Document or any waiver of a Default or Event of Default,
shall be effective without the prior written agreement of Administrative Agent (or Collateral
Agent, in the case of any Security Document) with the consent of Required Lenders, and each Loan
Party party to such Loan Document; provided, however, that



               (i) no modification shall be effective with respect to any provision in a Loan Document that
relates to any rights, duties or discretion of any Agent, without the prior written consent of such
Agent;



               (ii) without the prior written consent of such Issuing Bank, no modification shall be
effective with respect to any LC Obligations, Section 2.18 or any other provision in a Loan
Document that relates to any rights, duties or discretion of an Issuing Bank;



               (iii) without the prior written consent of each affected Lender, no modification shall be
effective that would (i) increase the Commitment of such Lender; (ii) reduce the amount of, or
waive or delay payment of, any principal, interest or fees payable to such Lender; or (iii) extend
the Maturity Date;



               (iv) without the prior written consent of all Lenders (except a Defaulting Lender as provided
in Section 2.14(f)), no modification shall be effective that would (i) alter Section
8.03 or 11.02; (ii) except as provided in Section 11.02(h), amend the
definition of Borrowing Base (or any defined term used in such definition), Pro Rata Percentage or
Required Lenders; (iii) increase any advance rate; (iv) release all or substantially all of the
Collateral, except as currently contemplated by the Loan Documents; or (v) except as expressly
permitted by the Loan Documents, release any Obligor from liability for any Obligations, if such
Obligor is Solvent at the time of the release;



235









 





               (v) without the prior written consent of a Secured Bank Product Provider, no modification
shall be effective that affects its relative payment priority under Section 8.03; and



               (vi) without the written consent of each relevant Swingline Lender, no modification shall be
effective that would change or waive any provision hereof relating to Swingline Loans (including
the definition of “European Swingline Commitment”)


provided further, that, notwithstanding anything to the contrary contained herein,
each Agent is hereby authorized by each Lender to enter into any amendment to or modification of
the Intercreditor Agreement or the Security Documents in connection with the issuance or incurrence
of Pari Passu Secured Obligations or Subordinated Lien Secured Obligations, solely to the extent
necessary to effect such amendments as may be necessary or appropriate, in the reasonable opinion
of such Agent, in connection with any such issuance or incurrence expressly permitted hereunder, so
long as such amendment or modification does not adversely affect the rights of any Lender (it being
understood that allowing Pari Passu Secured Obligations and Subordinated Lien Secured Obligations
to be secured by Collateral on the terms set forth in the Intercreditor Agreement will not be
deemed to adversely affect the rights of any Lender).





     (c) Collateral. Without the consent of any other person, the applicable Loan Party
or Parties and the Administrative 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 Law.




     (d) Dissenting Lenders. If a Lender fails to give its consent to any amendment,
waiver or action for which consent of all Lenders was required and Required Lenders have
consented, then, in addition to any other rights and remedies that any Person may have,
Administrative Agent may, by notice to such Lender within 120 days after such event, require
such Lender to assign all of its rights and obligations under the Loan Documents to Eligible
Assignee(s) specified by Administrative Agent, pursuant to appropriate Assignment and
Assumption(s) and within 20 days after Administrative Agent’s notice. Administrative Agent is
irrevocably appointed as attorney-in-fact to execute any such Assignment and Assumption if the
Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently
with such assignment, all amounts owed to it under the Loan Documents, including all principal,
interest and fees through the date of assignment (including any amount payable pursuant to
Section 2.13).




     (e) Holdings Amalgamation and Increased Commitments. Notwithstanding the
foregoing, the Administrative Agent and the Borrowers (without the consent of any Lenders) may
amend or amend and restate this Agreement and the other 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.



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     (f) Limitations. The agreement of any Loan Party shall not be necessary to the
effectiveness of any modification of a Loan Document that deals solely with the rights and
duties of any Lender, any Agent and/or any Issuing Bank as among themselves. Only the consent
of the parties to the Fee Letter or any agreement relating to a Bank Product shall be required
for any modification of such agreement, and any non-Lender that is party to a Bank Product
agreement shall have no right to participate in any manner in modification of any other Loan
Document. Any waiver or consent granted by Agents or Lenders hereunder shall be effective only
if in writing and only for the matter specified.




     (g) Loan Modification Offers.



               (i) The Administrative Borrower may, by written notice to the Administrative Agent, make one
or more offers (a “Loan Modification Offer”) to all Lenders to make no more than one Permitted
Amendment (as defined below) pursuant to procedures reasonably specified by the Administrative
Agent and reasonably acceptable to the applicable Borrowers. Such notice shall set forth (i) the
terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted
Amendment is requested to become effective (which shall not be less than 10 Business Days nor more
than 30 Business Days after the date of such notice) (or such shorter periods as are acceptable to
the Administrative Agent). Permitted Amendments shall become effective only with respect to the
Loans of Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting
Lenders”).



               (ii) The Borrowers, each Accepting Lender, each Issuing Lender and each Swingline Lender shall
execute and deliver to the Administrative Agent a loan modification agreement in a form acceptable
to the Administrative Agent (a “Loan Modification Agreement”) and such other documentation as the
Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendment
and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender,
each Issuing Lender and each Swingline Lender as to the effectiveness of such Loan Modification
Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of the Loan
Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the
extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby
and only with respect to the Loans and Commitments of the Accepting Lenders (such Commitments, the
“Extended Commitments”). Notwithstanding the foregoing, the Permitted Amendment shall not become
effective under this Section 11.02 unless the Administrative Agent, to the extent so
reasonably requested by the Administrative Agent, shall have received corporate documents,
officers’ certificates or legal opinions consistent with those delivered on the Closing Date under
Section 4.01.



               (iii) “Permitted Amendment” shall mean (A) an extension of the final maturity date of the
applicable Commitments of the Accepting Lenders; provided that such extension may not
result in having more than two different maturity dates under this Agreement; provided
further, that subject to any amendments to Sections 2.17 and 2.18 or
otherwise to the extent dealing with Letters of Credit and Swingline Loans which mature or expire
after a maturity date when there exist Extended Commitments with a longer maturity date (which may,
with the consent of the applicable Swingline Lender or Issuing Bank, provide that participations in
Letters of Credit expiring on or after the Maturity Date then in effect shall be re-allocated on



237









 




the Maturity Date from existing Lenders to Accepting Lenders), all Letters of Credit and
Swingline Loans shall be participated in on a pro rata basis by all Lenders with Commitments in
accordance with their Pro Rata Percentage and all borrowings under the Commitments and repayments
thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at
different rates on Extended Commitments (and related outstandings) and (2) repayments required upon
the maturity date of the non-extending Commitments), and (B) any other amendment to a Loan Document
required to give effect to the Permitted Amendments described in clause (A) of this Section
11.02(g). This Section 11.02(g) shall supersede any provisions in Section 2.14
or Section 11.02 to the contrary.





     (h) Certain Borrowing Base Additions. The Administrative Borrower may request that
(i) Accounts of one or more Borrowers or Borrowing Base Guarantors that would otherwise not be
Eligible Accounts solely because the Account Debtor either (A) maintains its Chief Executive
Office in a specific jurisdiction that is not an Applicable Eligible Jurisdiction, or (B) is
organized under the laws of a specific jurisdiction that is not an Applicable Eligible
Jurisdiction or any state, territory, province or subdivision thereof, be treated as Eligible
Accounts, or (ii) Accounts sold in a true sale by a Subsidiary Guarantor to a Borrower or
Borrowing Base Guarantor (other than pursuant to the German Receivables Purchase Agreement or
the Swiss Receivables Purchase Agreements) be able to be treated as Eligible Accounts of such
Borrower or Borrowing Base Guarantor (subject to meeting applicable eligibility criteria), and
in each case the Lenders hereby agree that the eligibility criteria may be adjusted to treat
such Accounts as eligible accounts so long as (i) with regard to Accounts constituting in the
aggregate less than 10% of the Total Borrowing Base, the Administrative Agent so agrees in its
sole discretion, and (ii) with regard to Accounts constituting in the aggregate 10% or more (but
less than 25%) of the Total Borrowing Base, the Majority Lenders so agree (provided that such an
adjustment with regard to a greater portion of the Total Borrowing Base may be made only with
the prior written consent of all Lenders (except a Defaulting Lender as provided in Section
2.14(f)); provided, however, that prior to any such Account being treated as
eligible, (y) the Administrative Borrower shall, 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 security agreement, guaranty, or other agreement, document or instrument supplemental to or
confirmatory of the Security Documents or other Loan Documents, together with such certificates,
legal opinions, and other deliverables as may be requested by the Administrative Agent in its
sole discretion, and (z) such Account shall meet such additional Eligibility Criteria as the
Administrative Agent may establish in its sole discretion, including requiring legal opinions
from both the jurisdiction in which the applicable account is originated and the jurisdiction of
the account debtor, satisfaction of any requirements to notify account debtors in a manner
deemed necessary and desirable, requiring periodic scheduling of accounts subject to pledge or
other actions reasonably necessary to identify Accounts subject to a pledge and a field
examination with respect to such Accounts. In addition, the Administrative Agent and the
Collateral Agent may enter into the agreements and documents referred to in the definition of
“Eligible Swiss Subsidiary Accounts” and otherwise effect the arrangements contemplated hereby
with regard to such Accounts.



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SECTION 11.03 Expenses; Indemnity; Damage Waiver.





     (a) Costs and Expenses. Borrowers shall reimburse each Agent for all Extraordinary
Expenses. Borrowers shall also reimburse each Agent for all legal, accounting, appraisal,
consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation
and preparation of any Loan Documents, including any amendment or other modification thereof;
(b) administration of and actions relating to any Collateral, Loan Documents and transactions
contemplated thereby, including any actions taken to perfect or maintain priority of Collateral
Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify
Collateral; and (c) subject to the limits of Section 5.07(c), each inspection, audit or
appraisal with respect to any Loan Party or Collateral, whether prepared by an Agent’s personnel
or a third party; provided that legal fees shall be limited to (together with allocated
costs of internal counsel) the reasonable fees, charges and disbursements of one external
counsel (plus local counsel in each applicable jurisdiction) for the Administrative Agent and/or
the Collateral Agent, one external counsel (plus local counsel in each applicable jurisdiction)
for the Lenders, and one external counsel (plus local counsel in each applicable jurisdiction)
for any Receiver. All legal, accounting and consulting fees shall be charged to Borrowers by
Agents’ professionals at their full hourly rates, regardless of any reduced or alternative fee
billing arrangements that Agent, any Lender or any of their Affiliates may have with such
professionals with respect to this or any other transaction. If, for any reason (including
inaccurate reporting on financial statements or a Compliance Certificate), it is determined that
a higher Applicable Margin should have applied to a period than was actually applied, then the
proper margin shall be applied retroactively and Borrowers shall immediately pay to
Administrative Agent, for the pro rata benefit of Lenders, an amount equal to the difference
between the amount of interest and fees that would have accrued using the proper margin and the
amount actually paid.




     (b) Indemnification by Loan Parties. EACH LOAN PARTY SHALL INDEMNIFY AND HOLD
HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall
any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an
Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a
court of competent jurisdiction to result from the gross negligence or willful misconduct of
such Indemnitee. 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 COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF SUCH
(AND/OR ANY OTHER) INDEMNITEE.




     (c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
Applicable 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



239









 







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.




     (d) 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.


SECTION 11.04 Successors and Assigns.





     (a) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Loan Parties, each Agent, the Lenders, the other Secured Parties, and their
respective successors and assigns, except that (a) no Loan Party shall have the right to assign
its rights or delegate its obligations under any Loan Documents (except as a result of a
transaction expressly permitted by Section 6.05(c) or (e)); and (b) any
assignment by a Lender must be made in compliance with this Section 11.04(c). Each
Agent may treat the Person which made any Loan as the owner thereof for all purposes until such
Person makes an assignment in accordance with Section 11.04(c). Any authorization or
consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of
such Lender.




     (b) Participations.



               (i) Permitted Participants; Effect. Any Lender may, in the ordinary course of its
business and in accordance with Applicable Law, at any time sell to a financial institution other
than a Defaulting Lender (a “Participant”) a participating interest in the rights and obligations
of such Lender under any Loan Documents. Despite any sale by a Lender of participating interests
to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties hereto for performance of such
obligations, such Lender shall remain the holder of its Loans and Commitments for all purposes, all
amounts payable by Borrowers shall be determined as if such Lender had not sold such participating
interests, and Borrowers and each Agent shall continue to deal solely and directly with such Lender
in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its
Participants of any matters under the Loan Documents, and each Agent and the other Lenders shall
not have any obligation or liability to any such Participant. Subject to the following sentence,
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 (c) of this Section (and such Participant shall be deemed to be a
Lender for purposes of the definition of Excluded Taxes); provided that a Participant shall
not be entitled to such benefits unless (A) such Participant and its respective participation are
recorded in the Register in accordance with Section 11.04(c) as if such Participant were a
Lender and (B) such Participant



240









 




complies with Section 2.15 as if such Participant were a Lender. 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.




               (ii) Voting Rights. Each Lender shall retain the sole right to approve, without the
consent of any Participant, any amendment, waiver or other modification of any Loan Documents other
than that which (A) forgives principal, interest or fees, (B) reduces the stated interest rate or
fees payable with respect to any Loan or Commitment in which such Participant has an interest, (C)
postpones the Maturity Date or any date fixed for any regularly scheduled payment of principal,
interest or fees on such Loan or Commitment, (D) except pursuant to the Intercreditor Agreement, as
expressly provided in this Agreement or as otherwise provided by any such Guarantee, releases all
or substantially all of the Subsidiary Guarantors from their Guarantees or limits the liability of
all or substantially all of the Subsidiary Guarantors in respect of such Guarantees, or (E) except
pursuant to the Intercreditor Agreement or the express terms hereof, releases all or substantially
all of the Collateral.



               (iii) Benefit of Set-Off. Borrowers agree that each Participant shall have a right of
set-off in respect of its participating interest to the same extent as if such interest were owing
directly to a Lender, and each Lender shall also retain the right of set-off with respect to any
participating interests sold by it. By exercising any right of set-off, a Participant agrees to
share with Lenders all amounts received through its set-off, in accordance with Section
11.08 as if such Participant were a Lender.




     (c) Assignments.



               (i) Permitted Assignments. A Lender may assign to an Eligible Assignee any of its
rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant,
and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan
Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000
(unless otherwise agreed by Administrative Agent in its discretion) and integral multiples of
$5,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s
rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender
is at least $10,000,000 (unless otherwise agreed by Administrative Agent in its discretion); and
(c) the parties to each such assignment shall execute and deliver to Administrative Agent, for its
acceptance and recording, an Assignment and Assumption. Nothing herein shall limit the right of a
Lender to pledge or assign any rights under the Loan Documents to (i) any Federal Reserve Bank or
the United States Treasury as collateral security pursuant to Regulation A of the Board and any
Operating Circular issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements
relating to any Loans; provided, however, that any payment by any Loan Party to the
assigning Lender in respect of any Obligations assigned as described in this sentence shall satisfy
the Loan Parties’ obligations hereunder to the extent of such payment, and no such assignment shall
release the assigning Lender from its obligations hereunder. So long as no Event of Default shall
have occurred and is continuing, no assignment or transfer of all or a portion of rights and
obligations under this Agreement (including all or a portion of its Commitment or the Loans at the
time owing to it)



241









 




shall be made by a Lender that is a Swiss Qualifying Bank to any assignee that is not a Swiss
Qualifying Bank.




               (ii) Effect; Effective Date. Upon delivery to Administrative Agent of an Assignment
and Assumption and a processing fee of $3,500 (unless otherwise agreed by Administrative Agent in
its discretion), the assignment shall become effective as specified in the notice (subject to
acceptance and recording thereof by the Administrative Agent pursuant to Section 11.04(d)),
if it complies with this Section 11.04. From such effective date, the Eligible Assignee
shall for all purposes be a Lender under the Loan Documents, and shall have all rights and
obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender,
Agents and Borrowers shall make appropriate arrangements for issuance of replacement and/or new
Notes, as applicable. The transferee Lender shall comply with Section 2.15 and deliver,
upon request, an administrative questionnaire satisfactory to Administrative Agent.



               (iii) Certain Transfers. 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.




     (d) Register. The Administrative 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 Administrative Agent, the Issuing Banks 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 Banks,
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.




     (e) 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 requirement of Applicable Law, including the Federal Electronic Signatures in 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.



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     (f) Successors and Assigns.



               (i) Notwithstanding anything in Sections 11.04(a) — (e), 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.



               (ii) Any Lender that enters into a participation or sub-participation in relation to its
Revolving 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(f);



                    (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(f) 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 Revolving
Commitment or Loans in respect thereof are not permitted unless (y) such participant or
sub-participant is a Swiss Qualifying Bank or, (z) if and to the extent there are in total not more
than 10 Swiss Non-Qualifying Banks (including Lenders, participants and/or sub-participants), the
Swiss Borrower consents to such participations or sub-participations under this Section
11.04(f)(ii), whereby such consent shall not be unreasonably withheld and the relevant
participations or sub-participations shall be counted against the number of Permitted Swiss
Non-Qualifying Banks.







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               (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, any 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 2.18, Section 2.21, Section 7.10, Section
11.03, Section 11.33, ARTICLE X, and this Section 11.05 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.



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 Arranger, 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
Administrative Agent and when the Administrative 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





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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, each 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 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, such 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 such Issuing Bank, irrespective of whether or not such
Lender or such 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 such Issuing Bank different from the
branch or office holding such deposit or obligated on such indebtedness. The rights of each
Lender, each 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, such
Issuing Bank or their respective Affiliates may have. Each Lender and each Issuing Bank agrees to
notify the Administrative Borrower and the Administrative 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.





     (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



245









 






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 ANY AGENT, ANY 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 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 FRENCH GUARANTOR AND EACH OTHER FRENCH SUBSIDIARY HEREBY WAIVES THE BENEFIT
OF THE PROVISIONS OF ARTICLE 14 OF THE FRENCH CODE CIVIL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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, 1180 AVE OF THE AMERICAS, SUITE 210, NEW YORK, NEW YORK, 10036 (TELEPHONE NO:
212-299-5600) (TELECOPY NO: 212-299-5656) (ELECTRONIC MAIL ADDRESS: MWIENER@CSCINFO.COM)
(THE “PROCESS AGENT”), IN THE CASE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE UNITED
STATES 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 LAW.


SECTION 11.10 WAIVER OF JURY TRIAL. EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE 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



246









 






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 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 AND THE OTHER LOAN DOCUMENTS 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 Agent, each Lender and each
Issuing Bank shall maintain the confidentiality of all Information (as defined below), except that
Information may be disclosed (a) to its Affiliates, and to its and their partners, directors,
officers, employees, trustees, agents, advisors and representatives (provided such Persons are
informed of the confidential nature of the Information and instructed to keep it confidential); (b)
to the extent requested by any governmental, regulatory or self-regulatory authority purporting to
have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the
National Association of Insurance Commissioners); (c) to the extent required by Applicable Law or
by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any
action or proceeding, or other exercise of rights or remedies, relating to any Loan Documents or
Secured Obligations; (f) subject to an agreement containing provisions substantially the same as
this Section, to any actual or potential assignee, Participant or other Person acquiring an
interest in any Obligations or any actual or prospective party (or its advisors) to any Bank
Product or swap or derivative transaction relating to any Loan Party and its obligations, or 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 (i) becomes publicly available other than as a result of a breach of this
Section or (ii) is available to any Agent, any Lender, any Issuing Bank or any of their
Affiliates on a nonconfidential basis from a source other than the Loan Parties. Notwithstanding
the foregoing, each Agent and each Lender may publish or disseminate general information describing
this credit facility, including the names and addresses of Loan Parties and a general description
of Loan Parties’ businesses, and may use Loan Parties’ logos, trademarks or product photographs in
advertising materials. As used herein, “Information” means all information received from a Loan
Party or Subsidiary relating to it or its business that is identified as confidential when
delivered. Any Person required to maintain the confidentiality of Information pursuant to this
Section shall be deemed to have complied if it exercises the same degree of care that it
accords its own confidential information. Each Agent, each Lender and each Issuing Bank
acknowledges that (i) Information may include material non-public information concerning a Loan
Party or Subsidiary; (ii) it has developed compliance procedures regarding the use of material
non-public information; and (iii) it will handle such material non-public information in accordance
with Applicable Law, including federal and state securities laws.




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SECTION 11.13 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative 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 Borrowers and the
other Loan Parties and other information regarding the Borrowers and the other Loan Parties that
will allow such Lender or the Administrative 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 Administrative Agent.



SECTION 11.14 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If any
Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid
principal, refunded to Borrowers. In determining whether the interest contracted for, charged or
received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium
rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize,
prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.



SECTION 11.15 [intentionally omitted].



SECTION 11.16 Obligations Absolute. To the fullest extent permitted by Applicable Law, all obligations
of the Loan Parties hereunder shall be absolute and unconditional irrespective of:





     (a) any Insolvency Proceeding 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.



248









 




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
Administrative Agent or the respective Lender of the full amount of the Obligation Currency
expressed to be payable to the Administrative 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 Administrative Agent or if the Administrative Agent does not quote a
rate of exchange on such currency, by a known dealer in such currency designated by the
Administrative 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



249









 






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 Parent 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.





     (a) All funds to be made available to Administrative Agent pursuant to this Agreement
in euros, Swiss francs or GBP shall be made available to Administrative 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 Administrative 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,
Administrative 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 Administrative Agent if Administrative 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 Administrative 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, Administrative 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 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



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Loan Party to each
of the Secured Parties under each of the Loan Documents and Bank Product 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 Secured Party 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 Secured Parties, the Collateral Agent and all other parties
to this Agreement agree that, in relation to the German Security, no Secured Party shall
exercise any independent power to enforce any German Security or take any other action in



251









 






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” shall mean the assets which are
the subject of a security document which is governed by German law.




     (c) Each Secured Party 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 Secured Parties 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 Bank Product 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 Administrative Agent in Relation to South Korea; Certain Lock-Up or
Listing Agreements.





     (a) Notwithstanding any other provision of this Agreement, each Loan Party hereby
irrevocably and unconditionally undertakes to pay to the Administrative 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 Administrative 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.



252









 






     (c) Any amount due and payable by a Loan Party to the Administrative 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 Administrative
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 Administrative 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 Administrative Agent to receive payment under this Section
11.23.




     (e) The Administrative Agent and the Collateral Agent are authorized to enter into
consents to any lock-up or listing agreement required by any applicable rule or regulation in
connection with any listing or offering of Equity Interests in NKL and may consent to such
Equity Interests being held by a depositary or securities intermediary; provided, that
the Collateral Agent’s Liens in the Equity Interests of NKL or its direct parents, 4260848
Canada Inc. and 4260856 Canada Inc., are not impaired.


SECTION 11.24 Special Appointment of Collateral Agent in Relation to France.





     (a) Notwithstanding any other provision of this Agreement, each French Guarantor hereby
irrevocably and unconditionally undertakes insofar as necessary, in advance, to pay to the
Collateral 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 French Guarantor 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 to preserve its
entitlement to be paid that amount (such payment undertakings, obligations and liabilities which
are the result thereof, hereinafter referred to as the “Parallel Debt”).




     (b) The Collateral Agent shall have its own independent right to demand payment of the
amounts payable by each French Guarantor under this Section 11.24, irrespective of any
discharge of such French Guarantor’s obligation to pay those amounts to the other Secured
Parties resulting from failure by them to take appropriate steps to preserve their entitlement
to be paid those amounts.




     (c) Any amount due and payable by a French Guarantor to the Collateral Agent under this
Section 11.24 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 French Guarantor 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 11.24.



253









 






     (d) The Collateral Agent shall apply any amounts received in payment of any Parallel
Debt in accordance with the terms and conditions of this Agreement governing the application of
proceeds in payment of any Secured Obligations.




     (e) The rights of the Secured Parties (other than any Parallel Debt) to receive payment
of amounts payable by each French Guarantor under the Loan Documents are several and are
separate and independent from, and without prejudice to, the rights of the Collateral Agent to
receive payment under this Section 11.24.


SECTION 11.25 Swiss Tax Ruling. The Swiss Borrower shall obtain subsequent to the Closing Date (but
within a reasonable time frame) (a) a ruling from the Wallis cantonal tax authority confirming that
the payment of interests under this Agreement shall not be subject to federal, cantonal, and
municipal direct taxes levied at source in Switzerland as per Article 51 § 1 lit. d and Article 94
of the Swiss Federal Direct Tax Act of December 14, 1990 and as per Article 21 § 2 lit. a and
Article 35 § 1 lit. e of the Swiss Federal Harmonization Direct Tax Act of December 14, 1990, but
only to the extent and limited to the interests paid by the Swiss Borrower in connection with the
Swiss Revolving Loan and which are secured by the Swiss real estate mortgage in an amount of CHF 60
million, and (b) a ruling from the Zurich cantonal tax authority confirming that the aforesaid
direct taxes levied at source may be solely ruled with the Canton where the Swiss real estate is
located. The Swiss Borrower further acknowledges that the gross-up mechanism provided for under
Section 2.15 shall apply with respect to any such direct taxes levied at source.



SECTION 11.26 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 11.27 Maximum Liability. Subject to Section 7.08 and Sections 7.11 to
7.16, it is the desire and intent of each Loan Party and the Secured Parties that their
respective liability shall be enforced against each Loan Party 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





254












 




any 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 Loan Party’s obligations under the
Loan Documents shall be deemed to be reduced and such Loan Party shall pay the maximum amount of
the Secured Obligations which would be permissible under Applicable Law.



SECTION 11.28 NO ORAL AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
PARTIES.



SECTION 11.29 Performance of Borrowers’ Obligations. Each Agent may, in its discretion at any time and
from time to time, at Borrowers’ expense, pay any amount or do any act required of a Loan Party
under any Loan Documents or otherwise lawfully requested by any Agent to (a) enforce any Loan
Documents or collect any Secured Obligations; (b) protect, insure, maintain or realize upon any
Collateral; or (c) defend or maintain the validity or priority of Collateral Agent’s Liens in any
Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or
processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses
(including Extraordinary Expenses) of any Agent under this Section shall be reimbursed to
such Agent by Borrowers, on demand, with interest from the date incurred to the date of payment
thereof at the Default Rate applicable to Base Rate Loans. Any payment made or action taken by any
Agent under this Section shall be without prejudice to any right to assert an Event of
Default or to exercise any other rights or remedies under the Loan Documents.



SECTION 11.30 Credit Inquiries. Each Loan Party hereby authorizes each Agent and each Lender (but they
shall have no obligation) to respond to usual and customary credit inquiries from third parties
concerning any Loan Party or Subsidiary.



SECTION 11.31 Relationship with Lenders. The obligations of each Lender hereunder are several, and no
Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts
payable hereunder to each Lender shall be a separate and independent debt. It shall not be
necessary for any Agent or any other Lender to be joined as an additional party in any proceeding
for such purposes. Nothing in this Agreement and no action of any Agent, any Lender or any other
Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute any Agent
and any Secured Party to be a partnership, association, joint venture or any other kind of entity,
nor to constitute control of any Loan Party.



SECTION 11.32 No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated by any Loan Document, each Loan Party acknowledges and agrees that (a)(i)
this credit facility and any related arranging or other services by any Agent, any Lender, any of
their Affiliates or any arranger are arm’s-length commercial transactions between
the Loan Parties and such Person; (ii) the Loan Parties have consulted their own legal, accounting,
regulatory and tax advisors to the extent they have deemed appropriate; and (iii) the Loan Parties
are capable of evaluating and understanding, and do understand and accept, the terms, risks and
conditions of the transactions contemplated by the Loan Documents; (b) each







255









 







Agent, each Lender, their Affiliates and any arranger is and has been acting solely as a principal
in connection with this credit facility, is not the financial advisor, agent or fiduciary for the
Loan Parties, any of their Affiliates or any other Person, and has no obligation with respect to
the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c)
each Agent, each Lender, their Affiliates and any arranger may be engaged in a broad range of
transactions that involve interests that differ from those of the Loan Parties and their
Affiliates, and have no obligation to disclose any of such interests to the Loan Parties or their
Affiliates. To the fullest extent permitted by Applicable Law, each Loan Party hereby waives and
releases any claims that it may have against any Agent, any Lender, their Affiliates and any
arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated by a Loan Document.



SECTION 11.33 Marshaling; Payments Set Aside. None of the Agents or the other Secured Parties shall be
under any obligation to marshal any assets in favor of any Loan Party or against any Secured
Obligations. If any payment by or on behalf of any Borrower is made to any Agent or other Secured
Party, or an Agent or other Secured Party exercises a right of setoff, and such payment or the
proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by any
Agent or other Secured Party in its discretion) to be repaid to a trustee, receiver or any other
Person, then to the extent of such recovery, the Secured Obligation originally intended to be
satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had not occurred.



SECTION 11.34 One Obligation. The Loans, LC Obligations and other Secured Obligations shall constitute
one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document)
shall be secured by Collateral Agent’s Lien upon all Collateral; provided, however,
that each Agent and each other Secured Party shall be deemed to be a creditor of, and the holder of
a separate claim against, each Borrower to the extent of any Secured Obligations jointly or
severally owed by such Borrower.




[Signature Pages Follow]



256









 





     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 Parent Borrower

 	 
	 	By:  	/s/ Randal P. Miller 	 
	 	 	Name:  	Randal P. Miller 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS CORPORATION, as U.S. Borrower and Guarantor

 	 
	 	By:  	/s/ Leslie J. Parrette Jr. 	 
	 	 	Name:  	Leslie J. Parrette Jr. 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE CORPORATION, as U.S. Borrower and Guarantor

 	 
	 	By:  	/s/ Leslie J. Parrette Jr. 	 
	 	 	Name:  	Leslie J. Parrette Jr. 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS BRAND LLC, as U.S. Borrower and Guarantor

 	 
	 	By:  	/s/ Marion Barnes 	 
	 	 	Name:  	Marion Barnes 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS SOUTH AMERICA HOLDINGS LLC, as U.S. Borrower and Guarantor

 	 
	 	By:  	/s/
Leslie J. Parrette Jr.	 
	 	 	Name:  	Leslie J. Parrette Jr.	 
	 	 	Title:  	 	 
	 
	 	ALUMINUM UPSTREAM HOLDINGS LLC, as U.S. Borrower and Guarantor

 	 
	 	By:  	/s/
Leslie J. Parrette Jr.	 
	 	 	Name:  	Leslie J. Parrette Jr.	 
	 	 	Title:  	 	 
	 
	 	NOVELIS ACQUISITIONS LLC, as U.S. Borrower and Guarantor

 	 
	 	By:  	/s/
Leslie J. Parrette Jr.	 
	 	 	Name:  	Leslie J. Parrette Jr.	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NORTH AMERICA HOLDINGS INC., as U.S. Borrower and Guarantor

 	 
	 	By:  	/s/
Leslie J. Parrette Jr.	 
	 	 	Name:  	Leslie J. Parrette Jr.	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS UK LTD, as U.K. Borrower and Guarantor

 	 
	 	By:  	/s/
Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 
	 
	 	NOVELIS AG, as Swiss Borrower, European

Administrative Borrower and Guarantor

 	 
	 	By:  	/s/
Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS CAST HOUSE TECHNOLOGY LTD., as

Canadian Guarantor

 	 
	 	By:  	/s/
Marion Barnes	 
	 	 	Name:  	Marion Barnes	 
	 	 	Title:  	 	 
	 
	 	4260848 CANADA INC., as Canadian Guarantor

 	 
	 	By:  	/s/
Marion Barnes	 
	 	 	Name:  	Marion Barnes	 
	 	 	Title:  	 	 
	 
	 	4260856 CANADA INC., as Canadian Guarantor

 	 
	 	By:  	/s/
Marion Barnes	 
	 	 	Name:  	Marion Barnes	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NO. 1 LIMITED PARTNERSHIP, as Canadian Guarantor,



By: 4260848 CANADA INC.

Its: General Partner

 	 
	 	By:  	/s/
Marion Barnes	 
	 	 	Name:  	Marion Barnes	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS EUROPE HOLDINGS LIMITED., as U.K. Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SERVICES LIMITED, as U.K. Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SWITZERLAND SA, as Swiss Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 
	 
	 	NOVELIS TECHNOLOGY AG, as Swiss Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 



5









 






	 	 	 	 	 
	 	SIGNED AND DELIVERED AS A DEED for and on behalf of NOVELIS ALUMINIUM HOLDING COMPANY by its lawfully appointed attorney in the presence of:

 	 
	 	Name:  	Randal
P. Miller	 
	 	Title:  	 	 
	 
	 	witness:

 	 
	 	Name:  	Nina
Mansoori	 
	 	Title:  	Witness	 
	 
	 	NOVELIS DEUTSCHLAND GMBH, as German Guarantor

 	 
	 	By:  	/s/
Randal
P. Miller	 
	 	 	Name:  	Randal
P. Miller	 
	 	 	Title:  	 	 
	 
	 	NOVELIS DO BRASIL LTDA., as Brazilian Guarantor

 	 
	 	By:  	/s/
Randal
P. Miller	 
	 	 	Name:  	Randal
P. Miller	 
	 	 	Title:  	 	 



6









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS MADEIRA, UNIPESSOAL, LDA, as Madeira Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 
	 
	 	NOVELIS LUXEMBOURG S.A., as Luxembourg Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE S.A.S., as French Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 
	 
	 	AV METALS INC., as Guarantor

 	 
	 	By:  	/s/ Randal P. Miller	 
	 	 	Name:  	Randal P. Miller	 
	 	 	Title:  	 	 



7









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent, 

Collateral Agent, Issuing Bank, 

U.S. Swingline Lender and as Lender

 	 
	 	By:  	/s/ Peter M. Walther	 
	 	 	Name:  	Peter M. Walther	 
	 	 	Title:  	Senior Vice President	 



8









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, 

as European Swingline Lender and as a Lender

 	 
	 	By:  	/s/ Brian D. Williams	 
	 	 	Name:  	Brian
D. Williams	 
	 	 	Title:  	Vice President	 



9









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Lender

 	 
	 	By:  	/s/ Michael Smolow	 
	 	 	Name:  	Michael Smolow	 
	 	 	Title:  	Vice President	 



10









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Lender

 	 
	 	By:  	/s/ Brian Knapp 	 
	 	 	Name:  	Brian Knapp 	 
	 	 	Title:  	Vice President 	 



11









 






	 	 	 	 	 



	 	 	 	 	 
	 	UBS AG, STAMFORD BRANCH, as Lender

 	 
	 	By:  	/s/ Mary E. Evans 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 	By:  	/s/ Irja R. Osta 	 
	 	 	Name:  	Irja R. Osta 	 
	 	 	Title:  	Associate Director 	 



12









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Issuing Bank

 	 
	 	By:  	/s/ Matthew Havens	 
	 	 	Name:  	Matthew Havens	 
	 	 	Title:  	Associate Vice President	 
	 
	 	By:  	/s/
Sandy Bau	 
	 	 	Name:  	Sandy Bau	 
	 	 	Title:  	Assistant
Treasurer	 




13











 






Annex I




Revolving Commitments




	 	 	 	 	 
	Lender	 	Revolving Commitment
	Bank
of America, N.A.

	 	$	160,000,000	 
	Citibank,
N.A.

	 	$	160,000,000	 
	JPMorgan Chase Bank, N.A.

	 	$	160,000,000	 
	The Royal Bank Of Scotland plc

	 	$	160,000,000	 
	UBS AG, Stamford Branch

	 	$	160,000,000	 






2









 







Annex II




Applicable Margin




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Average Quarterly Excess	 	 	 	 	 	 
	Availability	 	Eurocurrency	 	EURIBOR	 	Base Rate
	Level I

Greater than or equal to
$575,000,000

	 	 	2.25	%	 	 	2.25	%	 	 	1.00	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level II

Less than $575,000,000 and equal
to or greater than $375,000,000

	 	 	2.50	%	 	 	2.50	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level III

Less than $375,000,000 and equal
to or greater than $175,000,000

	 	 	2.75	%	 	 	2.75	%	 	 	1.50	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Level IV

Less than $175,000,000

	 	 	3.00	%	 	 	3.00	%	 	 	1.75	%






     Until March 31, 2011, the Applicable Margin shall be determined as if Level I were
applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease as of the
first day of each fiscal quarter based on Average Quarterly Excess Availability for the preceding
fiscal quarter. If the first Borrowing Base Certificate in any fiscal quarter is not received by
the date required under Section 9.03, then, at the option of the Administrative Agent or Required
Lenders, the margins shall be determined as if Level IV were applicable, from such day until the
first day of the calendar month following actual receipt.



 









 







Annex III




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
Administrative 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 Administrative 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 Administrative Agent. This
percentage will be certified by that Lender in its notice to the Administrative 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 Administrative Agent as follows:



	 	 	 	 	 

	(a)	 	in relation to a GBP Denominated Loan:
	 
	 	 	 	 
	 

	 	AB + C(B–D)+Ex 0.0l
 

100–(A+C)
	 	per cent. per annum 
	 
	 	 	 	 
	(b)	 	in relation to a Loan in any currency other than GBP:
	 
	 	 	 	 
	 

	 	Ex 0.01
 

300
	 	per cent. per annum. 





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 Administrative Agent
(or such other bank as may be designated by the Administrative Agent in consultation with
Administrative Borrower) on interest bearing Special Deposits.



     E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated
by the Administrative Agent as being the average of the most recent rates of charge supplied by the
Reference Banks to the Administrative 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 Administrative
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. I 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 the EURIBOR Rate and Mandatory Cost, the principal
office in Chicago, Illinois of Bank of America, N.A., or such other bank or banks as may be
designated by the Administrative Agent in consultation with Administrative 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.



2









 





     7. If requested by the Administrative Agent, each Reference Bank shall, as soon as practicable
after publication by the Financial Services Authority, supply to the Administrative 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 Administrative 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 Administrative Agent may reasonably require for such purpose.



     Each Lender shall promptly notify the Administrative 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 Administrative 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 Administrative 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 Administrative 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 Administrative 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 Administrative 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 Administrative Agent may from time to time, after consultation with Administrative
Borrower and the Lenders, determine and notify to all parties to this Agreement any amendments
which are required to be made to this Annex III in order to comply with any change in law,
regulation or any requirements from time to time imposed by the Bank of



3









 




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.





4









 








Schedule 1.01(a)




Refinancing Indebtedness to be Repaid



	 	 	 	 	 	 	 	 	 	 	 
	Company	 	Description	 	Bank Name	 	Issue Date	 	Due Date	 	Amount
	Novelis Inc.

	 	7.25% Notes
	 	N/A
	 	February 3, 2005
	 	February 3, 2015
	 	US$1,049,363,000
	 

	 	11.5% Notes
	 	N/A
	 	August 11, 2009
	 	February 15, 2015
	 	US$185,000,000
	 

	 	Term Loan
	 	UBS AG as agent
	 	July 6, 2007
	 	July 6, 2014
	 	US$290,587,980
	Novelis Corporation

	 	Term Loan
	 	UBS AG as agent
	 	July 6, 2007
	 	July 6, 2014
	 	US$855,695,250
	 

	 	Asset Based Loan
	 	Bank of America,
N.A. as agent
	 	July 6, 2007
	 	July 6, 2014
	 	US$0






     The Existing Letters of Credit described on Schedule 2.18



 









 





Schedule 1.01(b)




Subsidiary Guarantors


Canada




     • 4260848 Canada Inc.



     • 4260856 Canada Inc.



     • Novelis Cast House Technology Ltd.



     • Novelis No. 1 Limited Partnership


United States




     • Aluminum Upstream Holdings LLC



     • Novelis Acquisitions LLC



     • Novelis Brand LLC



     • Novelis Corporation



     • Novelis North America Holdings Inc.



     • Novelis PAE Corporation



     • Novelis South America Holdings LLC


United Kingdom




     • Novelis Europe Holdings Limited



     • Novelis Services Limited



     • Novelis UK Ltd


Switzerland




     • Novelis AG



     • Novelis Switzerland SA



     • Novelis Technology AG


Ireland




     • Novelis Aluminium Holding Company


Germany




     • Novelis Deutschland GmbH


Brazil





 









 








     • Novelis do Brasil Ltda.


Portugal (Madeira)




     • Novelis Madeira, Unipessoal, Lda


Luxembourg




     • Novelis Luxembourg S.A.


France




     • Novelis PAE S.A.S.



 









 





Schedule 1.01(c)




Applicable Jurisdiction Requirements


1. No later than 30 days (or such longer period as to which the Administrative Agent may agree)
following the date that the Administrative 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 Administrative 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 Administrative Agent in form and substance satisfactory to the Administrative
Agent addressing such matters a the Administrative 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 Administrative 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


United States





	 	•	 	Eurofoil, Inc.




Germany





	 	•	 	Novelis Aluminum Beteiligungs GmbH




Brazil





	 	•	 	Albrasilis Aluminio do Brasil Indústria e Comércio Ltda.




France





	 	•	 	Novelis Foil France SAS
	 
	 	•	 	Novelis Laminés France SAS




Malaysia





	 	•	 	Al Dotcom Sdn Berhad
	 
	 	•	 	Alcom Nikkei Specialty Coatings Sdn Berhad




India





	 	•	 	Novelis (India) Infotech Ltd.




Belgium





	 	•	 	Novelis Belgique SA
	 
	 	•	 	Novelis Benelux N.V.




Mexico





	 	•	 	Novelis de Mexico, S.A. de C.V.




Italy





	 	•	 	Novelis Italia SpA




 









 











Schedule 1.01(f)




Excluded Subsidiaries


Ireland





	 	•	 	Novelis Aluminium Holding Company




Brazil





	 	•	 	Albrasilis Aluminio do Brasil Indústria e Comércio Ltda.
	 
	 	•	 	Novelis do Brasil Ltda.




Portugal (Madeira)





	 	•	 	Novelis Madeira, Unipessoal, Lda




Luxembourg





	 	•	 	Novelis Luxembourg SA




France





	 	•	 	Novelis Foil France S.A.S.
	 
	 	•	 	Novelis Laminés France SAS
	 
	 	•	 	Novelis PAE S.A.S.




Malaysia





	 	•	 	Al Dotcom Sdn Berhad
	 
	 	•	 	Alcom Nikkei Specialty Coatings Sdn Berhad
	 
	 	•	 	Aluminum Company of Malaysia Berhad




India





	 	•	 	Novelis (India) Infotech Ltd.




Belgium





	 	•	 	Novelis Belgique SA
	 
	 	•	 	Novelis Benelux N.V.




Mexico





	 	•	 	Novelis de Mexico, S.A. de C.V.




 









 










Italy





	 	•	 	Novelis Italia SpA




Korea





	 	•	 	Novelis Korea Ltd.





 






 




Schedule 1.01(g)




Joint Venture Subsidiaries


United States





	 	•	 	Evermore Recycling LLC.




Malaysia





	 	•	 	Aluminum Company of Malaysia Berhad




Korea





	 	•	 	Novelis Korea Ltd.




 









 











Schedule 1.01(h)




Agent’s Account


(i) With respect to payments in Dollars, the Administrative Agent’s Account No.
 at Bank of America, N.A., ABA Routing No. , account name Credit Services,
reference Novelis Corporation,



(ii) with respect to Novelis AG’s payments in GBP, the Administrative Agent’s Account No.
 at Bank of America, London (BOFAGB22), account name Novelis AG, ATTN Loans Agency,



(iii) with respect to Novelis AG’s payments in Euros, the Administrative Agent’s Account
No.  at Bank of America, London (BOFAGB22), account name Novelis AG, ATTN Loans Agency,



(iv) with respect to Novelis AG’s payments in CHF, the Administrative Agent’s Account No.
 at Bank of America, London (BOFAGB22), account name Novelis AG, ATTN Loans Agency,



(v) with respect to Novelis UK’s payments in GBP, the Administrative Agent’s Account No.
 at Bank of America, London (BOFAGB22), account name Novelis UK, ATTN Loans Agency, and



(vi) with respect to Novelis UK’s payments in Euros, the Administrative Agent’s Account
No. at Bank of America, London (BOFAGB22), account name Novelis UK, ATTN Loans Agency;



or in each case, such other account as is specified from time to time by the Administrative Agent
in a notice to the Administrative Borrower or, in the case of payments by Lenders, notice to the
Lenders.





 









 








Schedule 2.18(a)




Existing Letters of Credit



	 	 	 	 	 	 	 	 	 	 	 
	Bank	 	Beneficiary	 	L/C Number	 	Face Amount	 	Expiration Date
	RBS

	 	Independent Electricity System
	 	NACA1US10S613164
	 	530,984 CAD
	 	2/15/2011
	 
	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	Zurich Insurance Company
	 	68050605	 	 	350,000 USD
	 	6/4/2011
	 
	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	Liberty Mutual Insurance Company
	 	68047318	 	 	2,633,000 USD
	 	1/19/2011
	 
	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	United Energy Corp.
	 	68047460	 	 	2,000,000 USD
	 	12/31/2010
	 
	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	Dominion Transmission, Inc.
	 	68046943	 	 	167,676 USD
	 	1/31/2011
	 
	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	CVG Serlaca
	 	6008GT006178/10
	 	1,160,151 EUR
	 	10/5/2011
	 
	 	 	 	 	 	 	 	 	 	 
	Bank of America

	 	GVG Serlaca
	 	6008GTO06177/10
	 	4,060,529 EUR
	 	7/5/2011






 









 






Schedule 2.18(b)




Existing Commerzbank Letters of Credit



	 	 	 	 	 	 	 	 	 
	Bank	 	Beneficiary	 	L/C Number	 	Face Amount	 	Expiration Date
	Commerzbank

	 	Ernst + Co
	 	BAGAV70042900001
	 	300,000 CHF
	 	9/30/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Ernst & Co (Landlord Küsnacht)
	 	BAGAV70041000001
	 	200,000 CHF
	 	9/30/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	GDF Suez
	 	BAGAV70037570001
	 	2,857,000 GBP
	 	6/30//2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Yunnan Metallurgical Group Imp
& Exp Co. Ltd
	 	BAGAV70042070001
	 	665,600 USD
	 	8/20/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Chinalco Ruimin Co Ltd, China
	 	BAGAV70037280001
	 	86,850 USD
	 	1/13/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Fonderie Pandolfo, Padova, Italy
	 	BAGAV70045080001
	 	55,000 EUR
	 	11/12/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Henan
	 	BAGAV70044420001
	 	140,000 EUR
	 	5/29/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Henan
	 	BAGAV70044430001
	 	70,000 EUR
	 	5/29/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Henan
	 	BAGAV70044400001
	 	60,000 EUR
	 	5/29/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Henan
	 	BAGAV70044390001
	 	30,000 EUR
	 	5/29/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Mehle lmmobilien
	 	GKOAV70006060001
	 	37,200 EUR
	 	10/31/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Elval S.A.
	 	BAGAV70043840001
	 	30,200 EUR
	 	3/20/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Yidu Hec
	 	BAGAV70043750001
	 	28,800 EUR
	 	1/31/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	ASAS Aluminum Sanayi
	 	BAGAV70042860001
	 	3,750,000 EUR
	 	4/10/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Alcan Rhenalu
	 	BAGAV70043450001
	 	557,000 EUR
	 	7/21/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Yunnan Matallurgical Group
	 	BAGAV70043420001
	 	65,422 EUR
	 	1/15/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Inner Mongolia
	 	BAGAV70043190001
	 	745,250 EUR
	 	8/5/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Aluminum Dunkerque
	 	BAGAV70042260001
	 	187,000 EUR
	 	1/6/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Heilongjiang ZhongJian
	 	BAGAV70041800001
	 	87,600 EUR
	 	3/15/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Heilongjiang ZhongJian China
	 	BAGAV70041810001
	 	54,900 EUR
	 	3/31/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	LKW Walter Intemationale,
Wiener-Neudorf, Austria
	 	BAGAV7004092001
	 	100,000 EUR
	 	5/31/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	EXXONMOBIL
	 	BAGAV70038830001
	 	750,000 EUR
	 	12/31/2010
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Alcan Rhenalu
	 	BAGAV70038760001
	 	97,500 EUR
	 	3/25/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Hydro Aluminum Deutschland GmbH
	 	BAGAV70037230001
	 	25,400 EUR
	 	1/21/2011
	 
	 	 	 	 	 	 	 	 
	COBA

	 	Nikolaus Freiherr von Verschür
	 	BKDAV70004540001
	 	185,354 EUR
	 	6/16/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	VPW Levensvericherungs-AG
	 	BAGAV70037230001
	 	24,000 EUR
	 	10/2/2011
	 
	 	 	 	 	 	 	 	 
	Commerzbank

	 	Hauptzollamt Braunschweig
	 	BKRAV07064000200
	 	400,000 EUR
	 	2/28/2011






 









 







Schedule 2.21




Lenders to Swiss Borrower



	 	 	 
	SWISS QUALIFYING BANKS	 	SWISS NON-QUALIFYING BANKS
	Bank of America, N.A.
	 	 
	 
	 	 
	The Royal Bank of Scotland Plc
	 	 
	 
	 	 
	Citibank, N.A.
	 	 
	 
	 	 
	JP Morgan Chase Bank, N.A.
	 	 
	 
	 	 
	UBS AG, Stamford Branch
	 	 
	 
	 	 
	Commerzbank AG, New York and Grand Cayman Branches
	 	 






 









 






Schedule 3.06(c) 




Violations or Proceedings



None



 









 







Schedule 3.17




Pension Matters


Novelis UK Pension Plan



The Novelis UK Pension Plan is a defined benefit scheme, with currently 451 active members, 926
deferred members and 1099 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




I) Property Insurance Summary




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:




• Logan Aluminum Inc.




• Aluminum Norf G.m.b.H. (100% for Property Damage / solely Novelis’ ownership interest for
Business Interruption)




• Evermore Recycling LLC



PERIOD OF INSURANCE:




From July 1,2010 to July 1, 2011




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:





• 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 other’s in the Insured’s care, custody and control and / or for which
they 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 Insured



All Risks of direct physical loss or damage by any cause whatsoever, including potline freeze up
(smelters), Machinery Breakdown, Earthquake and Flood, to the Property Insured, except as may
hereafter be excluded.




LIMITS OF LIABILITY:



US    $750,000,000    EACH AND EVERY 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

25,000,000	 	 	each and every occurrence for BI, except

each and every occurrence for BI 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

	 	$	100,000,000	 	 	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 for PD.
	 
	 	 	 	 	 	 
	Earthquake

	 	$	750,000,000	 	 	each and every occurrence combined for PD & BI and in the annual aggregate,
except
	 
	 	 	 	 	 	 
	 

	 	$	500,000,000	 	 	each and every occurrence combined for PD & BI and in the annual aggregate
for Italy.
	 
	 	 	 	 	 	 
	 

	 	$	300,000,000	 	 	each and every occurrence combined for PD & BI and in the annual aggregate
for China.
	 
	 	 	 	 	 	 
	 

	 	$	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 Chile.
	 
	 	 	 	 	 	 
	 

	 	$	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.
	 
	 	 	 	 	 	 
	 

	 	$	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 Turkey.
	 
	 	 	 	 	 	 
	 

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI
and in the annual aggregate for Venezuela.
	 
	 	 	 	 	 	 
	 

	 	$	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.
	 
	 	 	 	 	 	 
	 

	 	$	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 & 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.
	 
	 	 	 	 	 	 
	Expediting Expense

	 	$	200,000,000	 	 	combined each and every occurrence for PD & BI.
	 
	 	 	 	 	 	 
	Extra Expense

	 	$	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

	 	$	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 flood plain.






 









 






	 	 	 	 	 	 	 

	 

	 	$	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 BI or 30 consecutive days, whichever is less.
	 
	 	 	 	 	 	 
	Interruption of Ingress and/or Egress

	 	$	100,000,000	 	 	each and every occurrence for BI or 30 consecutive days, whichever is less.
	 
	 	 	 	 	 	 
	Impounded Water

	 	$	100,000,000	 	 	each and every occurrence for PD & BI.
	 
	 	 	 	 	 	 
	Land and Water Contaminant or Pollutant
Cleanup, Removal and Disposal

	 	$	1,000,000	 	 	each and every occurrence for PD.
	 
	 	 	 	 	 	 
	Leasehold Interest

	 	$	100,000,000	 	 	each and every occurrence for BI.
	 
	 	 	 	 	 	 
	Neighbour’s Recourse Liability

	 	$	25,000,000	 	 	each and every occurrence combined for PD and BI.
	 
	 	 	 	 	 	 
	Newly Acquired Location

	 	$	100,000,000	 	 	each and every occurrence combined for PD & BI except;
	 
	 	 	 	 	 	 
	 

	 	$	25,000,000	 	 	each and every occurrence combined for PD & BI with respect to Named Windstorm.
	 
	 	 	 	 	 	 
	Non Admitted Tax Liability

	 	$	150,000,000	 	 	each and every occurrence.
	 
	 	 	 	 	 	 
	Potline Freeze Up

	 	$	100,000,000	 	 	each and every occurrence combined for PD and BI.
	 
	 	 	 	 	 	 
	Recapture of Investment Incentives

	 	$	50,000,000	 	 	each and every occurrence.
	 
	 	 	 	 	 	 
	Research & Development

	 	$	25,000,000	 	 	each and every occurrence combined for PD & BI.
	 
	 	 	 	 	 	 
	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 and 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 except;
	 
	 	 	 	 	 	 
	 

	 	$	25,000,000	 	 	each and every occurrence combined for
PD & BI with respect to Named Windstorm.






 









 






DEDUCTIBLE LEVELS:



$5,000,000 each and every occurrence combined for Property Damage, Business Interruption and
Machinery Breakdown coverage for locations with insurable values exceeding US $100,000,000.



$2,000,000 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.



$1,000,000 each and every occurrence combined for Property Damage, Business Interruption and
Machinery Breakdown at non-manufacturing locations including offices, outside warehouses and
stand-alone Research & Development centers.



If two or more deductibles apply to a single occurrence, the total amount deducted shall not exceed
the largest deductible applicable, unless otherwise provided in the Master Policy wording.




BASIS OF VALUATION:



Repair or replacement cost of the damaged or destroyed property as further stipulated in the Master
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 is 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, and Zaire.



Also, coverage is not provided in any country or region where the U.S. Government prohibits its
citizens from conducting commerce or has imposed trade sanctions.




EXCLUSIONS:





• PROPERTY MORE SPECIFICALLY INSURED UNDER A MARINE IMPORT / EXPORT INSURANCE POLICY




• 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 / PRECIOUS METALS
	 
	 	•	 	OFFSHORE PROPERTY
	 
	 	•	 	VEHICLES
	 
	 	•	 	MYSTERIOUS DISAPPEARANCE
	 
	 	•	 	CHANGES IN TEMPERATURE
	 
	 	•	 	PROPERTY SOLD TO OTHERS
	 
	 	•	 	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
	 
	 	•	 	Property situated in a 10 YEAR FLOOD PLAIN
	 
	 	•	 	MICRO ORGANISM
	 
	 	•	 	BIOLOGICAL / CHEMICAL MATERIALS





CANCELLATION:



Insurance may be cancelled by the Insurer by providing at least ninety (90) days written notice to
the Named Insured at the Address stated herein, except for non-payment of premium which is ten (10)
days written notice.




CURRENCY:



US DOLLARS




ENDORSEMENTS:





	 	-	 	Electronic Date Recognition Clarification Clause
	 
	 	-	 	Computer Virus Clause
	 
	 	-	 	War and Terrorism Exclusion Endorsement
	 
	 	-	 	Asbestos Exclusion Endorsement
	 
	 	-	 	Creditor Loss Payee Endorsement





2) Liability Insurance Summary




	 	 	 

	Broker:

	 	Marsh Inc.
	 
	 	 
	Insurers:

	 	Zurich Insurance
	 
	 	 
	Policy Term:

	 	1 April 2010 to 1 April 2011






 









 






	 	 	 

	Insured Activities:

	 	All activities of the Insured
	 
	 	 
	Contract Base:

	 	Claims made — claims made against the insured entities must be reported to
	 

	 	Insurers during the Policy Term.
	 

	 	A claim shall be deemed to have been made at the time when an insured person
	 

	 	first became aware of circumstances which made it appear likely that a claim
	 

	 	would be brought against an insured person, but not later than when a claim
	 

	 	against an insured person was asserted orally or in writing.
	 
	 	 
	Limit 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:

	 	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 also limited to:
	 
	 	 
	 

	 	(1) US $50,000,000 per claim made and in the aggregate per insurance year for
	 

	 	Product Recall Costs;
	 
	 	 
	 

	 	(2) US $25,000,000 per claim made and in the aggregate per insurance year for
	 

	 	Dismantling and Assembly Expenses.
	 
	 	 
	 

	 	For Special Coverages according to items (1) and (2) above the maximum limit of
	 

	 	indemnity per claim made and in the aggregate per insurance year remains
	 

	 	US $50,000,000.
	 
	 	 
	Deductibles:

	 	Please refer to local policy.
	 
	 	 
	Basic Coverage:

	 	The policy covers all legal liability (ies) of the Insured Entities in respect of
	 

	 	business premises, property, operations and product liability risks for:
	 
	 	 
	 

	 	-  bodily injury
	 

	 	-  property damage
	 
	 	 
	Additional Coverages:

	 	In addition to the basic coverage afforded under the contract, additional coverages
	 

	 	are provided, the most important ones being:
	 
	 	 
	 

	 	-  Excess employers liability
	 

	 	-  Loss prevention expenses
	 

	 	-  Dismantling and assembly expenses
	 

	 	-  Products recall costs
	 

	 	-  Loss of use
	 

	 	-  Testing and sorting costs incurred in relation to product recall claims
	 

	 	-  Excess automobile liability
	 

	 	-  Legal protection in criminal proceedings (insured claims only)






 









 






	 	 	 

	 

	 	    -  Employee benefits liability
	 

	 	    -  Personal and advertising injury liability
	 
	 	 
	Important Exclusions::

	 	Workers’ Compensation and Occupational Diseases
	 

	 	Wrongful Dismissal and other Employment Practices
	 

	 	Aircraft or Spacecraft Products
	 

	 	Radioactivity
	 

	 	Losses Relating to Environmental Damage — Gradual Pollution
	 

	 	Intentional Acts
	 

	 	Asbestos
	 

	 	Pharmaceutical Products
	 

	 	Urea Formaldehyde






 









 






Schedule 3.21




Material Documents




	(i)	 	Each material Senior Note Document:






	 	•	 	Indenture, dated the date hereof, between Novelis Inc., as Issuer, the guarantors named
on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee,
relating to the Issuer’s 83/8% Senior Notes due 2017
	 
	 	•	 	Indenture, dated the date hereof, between Novelis Inc., as Issuer, the guarantors named
on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee,
relating to the Issuer’s 83/4% Senior Notes due 2020
	 
	 	•	 	Registration Rights Agreement, dated on or about the date hereof, among Novelis Inc.,
the guarantors named on the signature pages thereto, Citigroup Capital Markets Inc., as
Representative of the Initial Purchasers, relating to the Issuer’s 83/8% Senior Notes due 2017
	 
	 	•	 	Registration Rights Agreement, dated on or about the date hereof, among Novelis Inc.,
the guarantors named on the signature pages thereto, Citigroup Capital Markets Inc., as
Representative of the Initial Purchasers, relating to the Issuer’s 83/4% Senior Notes due 2020






	(ii)	 	Each material Term Loan Document:






	 	•	 	Credit Agreement, dated the date hereof, among Novelis Inc., AV Metals Inc., the other
guarantors party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent for
the Lenders, the Lenders party thereto and the other parties thereto (the “Term Loan Credit
Agreement”)
	 
	 	•	 	All exhibits and schedules to the Term Loan Credit Agreement






 












 





Schedule 3.24


Location of Material Inventory




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	Loan Party	 	Address	 	Owned/Leased	 	Bailee/Landlord Letter
	Novelis Inc.

	 	7307 Meadow Avenue

Burnaby, British Columbia V5J 4Z2
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	1 Lappan’s Lane, P.O. Box 2000 Kingston,
Ontario K7L 4Z5
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Kingston Research and Development Center
945 Princess Street, P.O. Box 8400
Kingston, Ontario K7L 5L9
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	2040 rue Fay, P.O. Box 1001 Saguenay,
Quebec G7S 4K6
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	1909 rue Onésime-Gagnon Lachine, Quebec,
H8T 3M8
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Novelis Foil Products Canada 191 Evans
Ave. Toronto, Ontario M8Z 1J5, Canada
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Building #1104 14 Kenview Boulevard

Brampton, Ontario L6T 5S1
	 	Leased
	 	Bailee Letter
	 
	 	 	 	 	 	 
	Novelis No. 1
Limited Partnership

	 	2040 Fay Street Jonquiere, Quebec G7S 4K6
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	Novelis Corporation

	 	Foil Products Division: Executive

Office: 1706 Shorewood Drive LaGrange,

Georgia 30240
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Rolled Products North America Division:
Aurora Research and Development: 535
North Exchange Court Aurora, Illinois
60504
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Berea Recycling Plant: 302 Mayde Road

Berea, Kentucky 40403
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Fairmont Light Gauge Plant: 1800 Speedway

Fairmont, West Virginia 26554
	 	Owned
	 	N/A






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	Loan Party	 	Address	 	Owned/Leased	 	Bailee/Landlord Letter
	 

	 	Greensboro Recycling Plant:

1261 Willow Run Road

Greensboro, Georgia 30642
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Louisville Light Gauge Plant:

1430 South 13th Street

Louisville, Kentucky 40210
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Oswego Sheet Products Plant:

Lake Road North Oswego, New

York 13126
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Terre Haute Light Gauge Plant:

5901 North 13th Street Terre

Haute, Indiana 47805
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Warren Sheet Products Plant:

390 Griswold Street, NE Warren,

Ohio 44483
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	18001 E. Euclid
Spokane Valley, Washington 99216
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	US Highway 431 North

Russellville, Kentucky 42276
	 	Leased
	 	Bailee Letter
	 
	 	 	 	 	 	 
	Novelis UK Ltd.

	 	Latchford Lock Works Thelwall

Lane Warrington Cheshire United

Kingdom W4A INN
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Bridgnorth: Stourbridge Road

Bridgnorth WV 5 6AW United

Kingdom
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Latchford: Thelwall Lane

Warrington, Cheshire WA41NP

United Kingdom
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Banbury: 5th Floor
Beaumont House, Southam Road
Banbury, Oxfordshire United
Kingdom OX16 1RH
	 	Leased
	 	No
	 
	 	 	 	 	 	 






 









 







	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	Loan Party	 	Address	 	Owned/Leased	 	Bailee/Landlord Letter
	 

	 	Wednesbury:
	 	 	 	No
	 

	 	Unit 501, Axcess 10 Business Park

Bentley Road South Wednesbury, WS10 8LQ
	 	Leased	 	 
	 
	 	 	 	 	 	 
	Novelis Europe 

Holdings Limited

	 	Latchford Lock Works Thelwall Lane

Warrington Cheshire United Kingdom W4A 1NN
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	Novelis 

Services 

Limited

	 	Latchford Lock Works Thelwall Lane

Warrington Cheshire United Kingdom W4A 1NN
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	Novelis do Brasil
Ltda.

	 	Hydropower Plant — Fumaca:
Est. Miguel Rodrigues a Barroca S/N° —
Cachoeira do Brumado
Mariana, MG
CEP 35424-000
Brazil
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Furquim:
Estrada Acesso à Usina de Furquim S/N°
Mariana, MG
CEP 35426-000
Brazil
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Brecha: Fazenda
Usina da Brecha, S/N° — Piranga,
Guaraciaba, MG CEP 35436-000 Brazil
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Salto:
Usina Santo Antonio do Salto S/N°
Ouro Preto, MG
CEP 35430-000
Brazil
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Hydropower Plant — Brito:
Usina Estrada do Brito S/N° — Brito
Ponte Nova, MG
CEP 35301-970
Brazil
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Consórcio Candonga (a consortium with
CVRD — Cia. Vale Rio Doce) Estrada
Acesso a Santana do Deserto, km 12
	 	Owned
	 	N/A
	 

	 	Rio Doce, MG CEP 35442-000 Brazil	 	 	 	 






 









 








	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	Loan Party	 	Address	 	Owned/Leased	 	Bailee/Landlord Letter
	 

	 	Consórcio’s Candonga Office Av.
Caetano Marinho, 216 Ponte Nova, MG
CEP 35430-001 Brazil
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Warehouse — Aratu Via Matoim S/N’ —
Aratu Candeias, BA Brazil
CEP 43800-000
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Belo Horizonte — admistrative
Office Av. Contorno, 8.000, sala 802
Belo Horizonte -0 MG CEP 30.110-907
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	Novelis
Deutshland
GmbH

	 	Hannoversche Strasse 1 37075

Göttingen, Germany
	 	Owned and Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Novelis Packaging Benelux:

Venuslaan 14 3318 JX Dordrecht

Netherlands
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH Werk Berlin

Holzhauser Strasse 96-100 13509

Berlin Germany
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH Nordic

Office Denmark Ringager 4A 2605

Brondby Denmark
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH
Nordic Office Finland
P.O. Box 6 1
Kapelitie 6D
02201 Espoo
Finland
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Novelis Market Centre Spain Canada
Real de las Merinas 3 — Planta Baja
Centro de Negocios Eisenhower
28042 Madrid
Spain
	 	Leased
	 	No






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	Loan Party	 	Address	 	Owned/Leased	 	Bailee/Landlord Letter
	 

	 	Novelis Deutschland GmbH Market

Centre Austria Uchatiusgasse 4/3 1030

Wien Österreich
	 	Leased
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH Werk

Göttingen Hannoversche Strasse 1

37075 Göttingen Germany
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH Werk

Luedenscheid Wiesenstrasse 24-30

58507 Luedenscheid Germany
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH

Werk Nachterstedt

Gaterslebener Strasse 1

06469 Stadt Seeland, OT Nachterstedt
	 	Owned
	 	No
	 
	 	 	 	 	 	 
	 

	 	Sales Office Stuttgart

Mittlerer Pfad 19

70499 Stuttgart-Weilimdorf

Germany
	 	Leased
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH

Werk Ohle

Am Eisenwerk 30

58840 Plettenberg

Germany
	 	Owned
	 	N/A
	 
	 	 	 	 	 	 
	 

	 	Novelis Deutschland GmbH

Representative Office ul, Zeromskiego

38 81-826 Sopot Poland
	 	Leased	 	 
	 
	 	 	 	 	 	 
	 

	 	Storehouse for palettes leased by
Mehle lmmobiline GmbH & Co.
	 	Leased	 	 
	 
	 	 	 	 	 	 
	 

	 	Ground rent at Göttingen leased by
the community of heirs as owner of
the ground
	 	Leased	 	 
	 
	 	 	 	 	 	 
	 

	 	Emphyteusis rent leased by
Liegenschaftsfonds Berlin GmbH& Co.
KG
	 	Leased	 	 
	 
	 	 	 	 	 	 
	 

	 	Distributing warehouse leased by Kühne & Nagel GmbH & Co KG
	 	Leased	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subject to
	Loan Party	 	Address	 	Owned/Leased	 	Bailee/Landlord Letter
	Novelis Aluminum 

Holding Company

	 	Hannoversche Strasse I 37075 Göttingen,

Germany
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	Novelis
Luxembourg
S.A.

	 	L-3401 Dudelange Zone Industrielle Riedgen
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	 

	 	Foil Innovation Center 41 Rue du Brill

L-4422 Belvaux
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	Novelis 

Switzerland 

SA

	 	Routes des Laminoirs CH-3960 Sierre,

Switzerland
	 	Leased
	 	No
	 

	 	Novelis Switzerland SA Sous Géronde

Sierre, Switzerland
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	Novelis AG

	 	Sternenfeldstrasse 29 8700 Küsnacht

Switzerland
	 	Leased
	 	No
	 
	 	 	 	 	 	 
	Novelis 

Technology 

AG

	 	Zentralstrasse 100 8212 Neuhausen am

Rheinfall, Switzerland
	 	Leased
	 	No






Locations of Collateral in Possession of Persons Other Than Any Loan Party




	 	 	 	 	 
	 	 	 	 	Subject to
	Loan Party	 	Address	 	Bailee/Landlord Letter
	Novelis Inc.

	 	Bellville Rodair 350 Pendant Drive Mississauga L5T

2W6
	 	Bailee Letter
	 
	 	 	 	 
	 

	 	Ryerson Canada 161 The West Mall Etoobicoke, Canada
	 	Bailee Letter
	 
	 	 	 	 
	Novelis Corporation

	 	Rexam Beverage 124 Carson Road BIRMINGHAM, Alabama
35215
	 	No
	 
	 	 	 	 
	 

	 	Tennessee Aluminum Processors, Inc. 205 Spurline
Drive GADSDEN, Alabama 35903
	 	No







 












 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Precision Strip

36000 Alabama Highway

TALLADEGA, AL 35160
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage 
 211 No. 51st Avenue 
PHOENIX, Arizona 85043
	 	No
	 
	 	 	 	 
	 

	 	Total Warehousing
 4411 W. Roosevelt 
PHOENIX, Arizona
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 
20730 Prairie St.

CHATSWORTH, California 91311
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 
 2433 Crocker Circle
 FAIRFIELD, California 94533
	 	No
	 
	 	 	 	 
	 

	 	Western Intermodal 
2801 Giant Road 
RICHMOND, California 94806
	 	No
	 
	 	 	 	 
	 

	 	CMI Freight-Trans. Inc. 
4900 S. Boyle Avenue 
VERNON, California 90058
	 	No
	 
	 	 	 	 
	 

	 	Ryerson Inc. 

4310 E. Bandini Blvd.

LOS ANGELES, California 90023
	 	No
	 
	 	 	 	 
	 

	 	TMSI Warehouse 
16600 Table Mountain 
GOLDEN, Colorado 80403
	 	No
	 
	 	 	 	 
	 

	 	TMSI Warehouse 

900 Metal Container Court

WINDSOR, Colorado 80550
	 	No
	 
	 	 	 	 
	 

	 	TMSI Warehouse

16600 Tablemountain Parkway

HENDERSON, Colorado
	 	No
	 
	 	 	 	 
	 

	 	Ball Metal Container 
4700 Whiteway Drive
 TAMPA, Florida
	 	No
	 
	 	 	 	 
	 

	 	IP Warehouse 

1016 Industrial Blvd.

UNION POINT, Georgia 30669
	 	No
	 
	 	 	 	 
	 

	 	Sweetapple Warehouse 120 Industrial Blvd.
 GREENSBORO, Georgia 30642
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Sweetapple Warehouse

1016 Industrial Blvd.

UNION POINT, Georgia 30669
	 	No
	 
	 	 	 	 
	 

	 	JMAR Investments LLC 
1271 Willow Run Road 
GREENSBORO, Georgia
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 
48 Royal Drive 
FOREST PARK, Georgia
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 
1101 W. 43rd Street 
CHICAGO, Illinois 60609
	 	No
	 
	 	 	 	 
	 

	 	Wayne Steel 

21901 Cottage Grove

SAUK VILLAGE, Illinois 60411
	 	No
	 
	 	 	 	 
	 

	 	Steel Wheel Warehouse 
3348 So. Pulaski Road 
CHICAGO, Illinois 60623
	 	No
	 
	 	 	 	 
	 

	 	Ryerson Bandini 
4201 W. 36th St. 
CHICAGO, Illinois 60632
	 	No
	 
	 	 	 	 
	 

	 	MSC 

2200 East Pratt Blvd.

ELK GROVE VILLAGE, Illinois 60007
	 	No
	 
	 	 	 	 
	 

	 	Intra American 
14294 Bergen Blvd. 
NOBLESVILLE, Indiana 46060
	 	No
	 
	 	 	 	 
	 

	 	Roll & Hold Warehousing 
725 George Nelson Dr.
 PORTAGE, Indiana 46368
	 	No
	 
	 	 	 	 
	 

	 	Wells Warehouse 
932 Eastern Avenue 
CONNERSVILLE, Indiana 47331
	 	No
	 
	 	 	 	 
	 

	 	Eagle Steel Products 
5150 Loop Road 
JEFFERSON, Indiana
	 	No
	 
	 	 	 	 
	 

	 	Triumph Industries 
115 E. Pennsylvania 
ROCKVILLE, Indiana 47872
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	City Welding

193 North Dormeyer Avenue 
ROCKVILLE, Indiana 47872
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Warehouse 
4001 Montdale Park Drive 
VALPARAISO, Indiana 46383
	 	No
	 
	 	 	 	 
	 

	 	Specialty Blanks, Inc. 
1033 Crawford Street 
TERRE HAUTE, Indiana 47807
	 	No
	 
	 	 	 	 
	 

	 	Owl’s Head 

187 Mitch McConnell Way 
BOWLING GREEN, Kentucky 42101
	 	No
	 
	 	 	 	 
	 

	 	Wagstaff Inc.

4657 No. Bend Road

HEBRON, Kentucky
	 	No
	 
	 	 	 	 
	 

	 	Jade Warehouse # 1
 2010 Menelaus Rd. 
BEREA, Kentucky 40403
	 	No
	 
	 	 	 	 
	 

	 	Jade Warehouse # 2 
100 Seventy Six Blvd 
BEREA, Kentucky 40403
	 	No
	 
	 	 	 	 
	 

	 	Logan Aluminum Inc.

U.S. Hwy. 431 N. 
RUSSELLVILLE, Kentucky 42276
	 	Bailee Letter
	 
	 	 	 	 
	 

	 	Ryerson, Inc.

920 Old Brunerstown Road 
SHELBYVILLE, Kentucky 40065
	 	No
	 
	 	 	 	 
	 

	 	RJ Corman

444 N. Hardison Road 
WOODBURN, Kentucky
	 	No
	 
	 	 	 	 
	 

	 	Precision Strip Inc.
 446 N. Hardison Road 
WOODBURN, Kentucky 42170
	 	No
	 
	 	 	 	 
	 

	 	Steinweg

2101 East Firt Avenue 
BALTIMORE, Maryland 21230
	 	No
	 
	 	 	 	 
	 

	 	D & S Delivery Service 
32925 Schoolcraft Road 
LIVONIA, Michigan 48150
	 	No
	 
	 	 	 	 
	 

	 	Aluminum Blanking 360 West Sheffield Avenue
 PONTIAC, Michigan 48340
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Worthington Specialized/Integrated Terminals 
25325 Hall Road

WOODHAVEN, Michigan 48183
	 	No
	 
	 	 	 	 
	 

	 	RSDC

1775 Holloway Drive 
HOLT, Michigan 48842
	 	No
	 
	 	 	 	 
	 

	 	Michigan Metal Transport 
36253 Michigan Avenue 
WAYNE, Michigan 48184
	 	No
	 
	 	 	 	 
	 

	 	Kendor

31275 Fraser Drive 
FRASER, Michigan 48026
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 
139 Eva Street

ST. PAUL, Minnesota 55107
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 

10800 Marina Drive

OLIVE BRANCH, Mississippi
	 	No
	 
	 	 	 	 
	 

	 	Precoat Metals 

3900 Bingham St.

ST. LOUIS, Missouri 63116
	 	No
	 
	 	 	 	 
	 

	 	Oswego Industries 

7 Morrill Place

FULTON, New York 13069
	 	No
	 
	 	 	 	 
	 

	 	BSI Mechanical

319 State Route 104A

HANNIBAL, New York 13074
	 	No
	 
	 	 	 	 
	 

	 	Lock City Warehouse 
1790 Oakhurst Street
 LOCKPORT, New York 14094
	 	No
	 
	 	 	 	 
	 

	 	Oswego Warehousing Inc. 
193 East Seneca Street 
OSWEGO, New York 13126
	 	No
	 
	 	 	 	 
	 

	 	Port of Oswego Authority 
East 1st Street

OSWEGO, New York 13126
	 	No
	 
	 	 	 	 
	 

	 	Prime Materials Recovery, Inc.
 51 Madison Boulevard
 CANASTOTA, New York 13032
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Scepter, Inc.
 11 Lamb Road

SENECA FALLS, New York 13148
	 	No
	 
	 	 	 	 
	 

	 	Delaco Steel Corporation

175 Ensminger Road

TONAWANDA, NY 14150-6719
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
 4000 Old Milwaukee Lane 
WINSTON-SALEM, North Carolina 27107
	 	No
	 
	 	 	 	 
	 

	 	A. J. Oster Foils, LLC 
2081 McCrea Street 
ALLIANCE, Ohio 44601
	 	No
	 
	 	 	 	 
	 

	 	American Utility Processors 
1246 Princeton St. 
AKRON, Ohio 44301
	 	No
	 
	 	 	 	 
	 

	 	Specialty Metals 
1100 Home Avenue
 AKRON, Ohio 44310
	 	No
	 
	 	 	 	 
	 

	 	Centria Coating Service 
530 N. Second Street
 CAMBRIDGE, Ohio
	 	No
	 
	 	 	 	 
	 

	 	Conversion Resources 
8295 Bavaria Drive East #A 
MACEDONIA, Ohio 44056
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can 
2145 Cedar Street 
FREMONT, Ohio
	 	No
	 
	 	 	 	 
	 

	 	MISA Metal Processing 
1501 Made Drive 
MIDDLETOWN, Ohio
	 	No
	 
	 	 	 	 
	 

	 	Taylor Steel2260 Industrial Trace SW
 WARREN, Ohio 44481
	 	No
	 
	 	 	 	 
	 

	 	Precision Strip Inc.
 86 South Ohio Street
 MINSTER, Ohio 45865
	 	No
	 
	 	 	 	 
	 

	 	Precision Strip Inc.
 7401 Ponderosa Rd 
PERRYSBURG, OH 43551
	 	No
	 
	 	 	 	 
	 

	 	Precision Strip Inc. 
315 Park Avenue
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	TIPP CITY, Ohio 45371	 	 
	 
	 	 	 	 
	 

	 	Rexam Beverage Can 
10444 Waterville 
WHITEHOUSE, Ohio 43571
	 	No
	 
	 	 	 	 
	 

	 	Main Steel 

3805 B Hendricks Road
 YOUNGSTOWN, Ohio 44515
	 	No
	 
	 	 	 	 
	 

	 	Champagne Metals 
429 W. 158th Street 
GLENPOOL, Oklahoma 74033
	 	No
	 
	 	 	 	 
	 

	 	D&M Warehouse 
2700 SW 15th St.

OKLAHOMA CITY, Oklahoma 73179
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 
2700 SW 15th Street 
OKLAHOMA CITY, Oklahoma
	 	No
	 
	 	 	 	 
	 

	 	Ryerson WMMF PA

43 Century Drive

AMBRIDGE, Pennsylvania 15003
	 	No
	 
	 	 	 	 
	 

	 	Alumisource, LLC 
1201 Donner Avenue 
MONESSEN, PA 15062
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
 609 Cousar St.

BISHOPVILLE, South Carolina 29010
	 	No
	 
	 	 	 	 
	 

	 	Smelter Service 

400 Arrow Mines Road

MT. PLEASANT, Tennessee 38474
	 	No
	 
	 	 	 	 
	 

	 	Tennessee Aluminum Processors, Inc.

7207 Hoover Mason Road

MT. PLEASANT, Tennessee 38474
	 	No
	 
	 	 	 	 
	 

	 	Big G Warehouse 
190 Hawkins Drive 
SHELBYVILLE, Tennessee 37162
	 	No
	 
	 	 	 	 
	 

	 	Scepter, Inc. 
1485 Scepter Lane 
WAVERLY, Tennessee 37185
	 	No
	 
	 	 	 	 
	 

	 	Scepter, Inc.

1230 Pottertown Road

MIDWAY, Tennessee 37809
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Stagecoach Cartage & Distribution 
7167 Chino Drive
 EL PASO, Texas 
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
 1001 Fisher Road 
LONGVIEW, Texas 
	 	No
	 
	 	 	 	 
	 

	 	Rexam Plant
 1220
North 2nd Avenue

KENT, Washington 98032
	 	No
	 
	 	 	 	 
	 

	 	CMI Freight — Trans. Inc.
 8462
S. 190th St. 

AUBURN, Washington 98001
	 	No
	 
	 	 	 	 
	 

	 	Ryerson VMMF
 600 Southwest 10th St. 
RENTON, Washington 98057 
	 	No
	 
	 	 	 	 
	 

	 	Solatens
 3910
N. Flora Road 
SPOKANE, Washington 99216
	 	No
	 
	 	 	 	 
	 

	 	Western Intermodal
 ABS Warehouse
 6012 S. 196th Street
 TUKWILA, Washington
	 	No
	 
	 	 	 	 
	 

	 	Aleris Recycling
 3816
S. State Rte. 2

FRIENDLY, West Virginia 26146
	 	No
	 
	 	 	 	 
	 

	 	Bellville Rodair International
 350 Pendant Drive 
MISSISSAUGA, Ontario L5T 2W6 
 Canada
	 	No
	 
	 	 	 	 
	 

	 	Greenway Industries Corporation 
35 Freshway Drive 
CONCORD, Ontario L4K 1R9 
Canada 
	 	No
	 
	 	 	 	 
	 

	 	Ryerson Canada VMMF
 161 The West Mall 
ETOBICOKE, Ontario
 Canada 
	 	No
	 
	 	 	 	 
	 

	 	CGI Inc. 
3200 Dickson 
MONTREAL, Quebec 
H1N 2K1 
	 	No
	 
	 	 	 	 
	 

	 	CGI Inc. 	 	 





 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	1 Complexe Desjardins
 MONTREAL, Quebec
 H5B IC3
	 	No
	 
	 	 	 	 
	 

	 	Ciesa Logistics 

Circuito Mexico 240

Parque Indust Tres Nacion

SAN LUIS POTOSI, 78395 Mexico
	 	No
	 
	 	 	 	 
	Novelis UK
 Ltd.

	 	Alloa Community Enterprises Ltd 

Unit 1 Block 1

Ward Street

Alloa

Scotland

FK 10 1ET
	 	No
	 
	 	 	 	 
	 

	 	Palm Recycling LTD 

Teeside Transfer & Aggregation Centre

Puddlers Road

South Tees Industrial Park

Middlesborough

Cleveland

TS6 6TX
	 	No
	 
	 	 	 	 
	 

	 	Howcan 

245 Oldham Road 
Manchester
 M40 7PT
	 	No
	 
	 	 	 	 
	 

	 	Richard Freeths 
Kingshill 
Cricklade 
Swindon 
SN6 6JR
	 	No
	 
	 	 	 	 
	 

	 	Biffa Ltd
 Blackburn Road 
Houghton Regis
 Nr
Dunstable
 LU5 5BQ
	 	No
	 
	 	 	 	 
	 

	 	Universal Recycling Co 

London Wiper Co Ltd T/A

Wharf Road

Kilnhurst

Mexborough

South Yorkshire

S64 5SY
	 	No
	 
	 	 	 	 
	 

	 	Halesowen Metals LTD
 Unit 10

Vernon Road Ind Est

Blackheath

Halesowen
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	West Midlands 
B62 8HH	 	 
	 
	 	 	 	 
	 

	 	Graig Environmental
 Recycling Services LTD
 Unit 2B 

Maritime Workshops
 Maritime Industrial Est
 Pomtypridd
 Mid Granorgan 
CF37 1NY
	 	No
	 
	 	 	 	 
	 

	 	Avonbank Engineering Services Ltd
 Staddle Stones, Blacksmiths Lane
 Cropshorne,
Pershore,
 Worcestershire 
WR10 3LX
	 	No
	 
	 	 	 	 
	 

	 	ALERIS RECYCLING LTD.
 WAUNARLWYDD WORKS
 WAUNARLWYDD 
SWANSEA, UK
 SA5 4YG
	 	No
	 
	 	 	 	 
	 

	 	Befessa Salt Slags Limited 
Registered Office 
Fenns bank
 Whitchurch
 Shropshire

SY13 3PA
	 	No
	 
	 	 	 	 
	Novelis do
 Brasil
Ltda.

	 	Crown Colombiana S.A. 
Vereda Tibitó 

Via Autódromo Tocancipá a Zipaquirá, Tocancipá

- c/marca

Colombina
	 	No
	 
	 	 	 	 
	 

	 	Rexam do Brasil Ltda.

Distrito Industrial II — Quadra 9 da BR 381 km 
875

Extrema, MG
 Brazil
	 	No
	 
	 	 	 	 
	 

	 	Recife’s Branch

Rodovia PE 60 s/n — Km 7

Complexo SUAPE

Cabo de Santo Agostinho / Recife

CEP: 54500-000

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Aguas Claras’
Branch 
Estrada do Cartorio 2101

94400-000 Águas Claras

Viamão
	 	No







 












 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Brazil	 	 
	 
	 	 	 	 
	 

	 	Brasilia’s Branch

AE03, Reservada p/ Atividades Industriais, Parte

A 

Gama — Distrito Federal 

Brasilia 

CEP: 72400-970

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Jacaref’s Branch 

Av. José Ribeiro de Moreira, 999, 

Pedregulho 

CEP 12.312-280 — Jacareí — SP 

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Rexam Amazônia Ltda. 

Av. Cupiúba, n° 1600

Distrito Industrial 69075-060

Manaus- AM 

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Cuiabá’s Branch Rua O, S/N 

Distrito Industrial 78098-410

Cuiabá, MT 

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Latapack-Ball Embalagens Ltda. 

Via Ipitanga, 486
- Setor Sul CIA 
Simões Filho — BA 
CEP: 43700-000

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Arumã Produtora de Embalagens do Sergipe Ltda. 

Rodovia BR 101, km 133 — Distrito do Grotão 

Estância — SE 

Brazil
	 	No
	 
	 

	 	Tekno S.A. Constrs. Industria e Comercio 

Rod. Washington Luiz, Km 181

Guaratinguetá — SP 

CEP 12500-000
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Elfer Indústria Serviço e Comércio Ltda. 

Av. Gastão Vidigal Neto, n° 230

Pindamonhangaba, SP 

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Abreu Beneficiamentos Ltda. 

Rodovia dos Metalúrgicos, 4.800 — Bairro Casa 

das Pedras
	 	No
















 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Volta Redonda — RJ 

CEP 27256-272

Brazil	 	 
	 
	 	 	 	 
	 

	 	Aleris Reciclagem Ltda. 

Av. Julio de Paula Claro, 900

Pindamonhangaba — SP 

CEP 12441-400

Brazil
	 	No
	 
	 	 	 	 
	 

	 	Cragea Cia. Reg. De Armaz. Gerais e Entr.

Aduaneiros 

Estrada Velha Rio/SP s/n km 103 Eugenio de 

Melo 

São José dos Campos — SP 

CEP 12247-970
Brazil
	 	No
	 
	 	 	 	 
	Novelis 

Deutshland 

GmbH

	 	Schenker Deutschland AG

Logistikzenttum Nord

Nonnendammallee 32-34

D-l3599 Berlin
	 	No
	 
	 	 	 	 
	 

	 	Friedrich Zufall GmbH & Co. KG, 
Internationale Spedition,
 Am
Güterverkehrszentrum, 
D- 37079 Gottingen
	 	No
	 
	 	 	 	 
	 

	 	Erich Schmelz GmbH & Co. KG, 
Internationale Spedition,
 Miramstrasse 75,
 D-34123
Kassel
	 	No
	 
	 	 	 	 
	 

	 	Goeldner Spedition + Logistik GmbH 
Tilsiter Str. 13
 41460 Neuss
	 	No
	 
	 	 	 	 
	 

	 	Navis Schiffahrts- und Speditions AG
 Postfach 10 48 48
 20033 Hamburg
	 	No
	 
	 	 	 	 
	 

	 	Rhenus Midgard AG & Co KG
 Postfach 31 04 29 
27540 Bremerhaven
	 	No
	 
	 	 	 	 
	 

	 	DHL Freight GmbH 
Leimengrube 9
 74613 Öhringen
	 	No
	 
	 	 	 	 
	 

	 	UCT Umschlag Container Terminal GmbH, 
Sachtlebenstrasse 34, 
4 154 1 Dormagen
	 	No
	 
	 	 	 	 
	 

	 	Aleris Recycling (German Works) GmbH
	 	No
















 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Postfach 10 06 34 
 41490 Grevenbroich	 	 
	 
	 	 	 	 
	 

	 	BAGR Berliner Aluminiumwerk GmbH 
Kopenhagener Strasse 59 
13407 Berlin
	 	No
	 
	 	 	 	 
	 

	 	Biewer Industrie & Logisitk GmbH
 Hans Böckler Str. 3 
56070 Koblenz
	 	No
	 
	 	 	 	 
	 

	 	Curef GmbH 
Am Overbeck 82 
58300 Wetter
	 	No
	 
	 	 	 	 
	 

	 	Gunness Wharf Ltd.
 Flixborouhg 
Scunthorpe, 
North Lincolnshire, 
DN 15 8SR
	 	No
	 
	 	 	 	 
	 

	 	Agfa-Gevaert AG,
Grafische Systeme,
Werk Kalle-Albert,
Postfach 35 40,65025 Wiesbaden
	 	No
	 
	 	 	 	 
	 

	 	Agfa-Gevaert UK Manufacturing, 
Coal Road,
Leeds LSI4 2AL West Yorkshire,
 Grossbritannien
	 	No
	 
	 	 	 	 
	 

	 	Ball Packaging Europe GmbH, 
Zweigniederlassung Braunschweig, 
Hamburger Str. 36-41,

 3 8 1 14 Braunschweig
	 	No
	 
	 	 	 	 
	 

	 	Karl Achenbach GmbH & Co. KG,
 Zinzinger Str. 1 1, 
661 17 Saarbriicken
	 	No
	 
	 	 	 	 
	 

	 	NE Deckensysteme GmbH,

Industriestr. 16,

45 73 9 Oer-Erkenschwick
	 	No
	 
	 	 	 	 
	 

	 	Impress GmbH & Co. KG 
Neue Industriestr. 1 
27472 Cuxhaven
	 	No
	 
	 	 	 	 
	 

	 	R.M.S. Europe Ltd.,
 Boothfeny Terminal,
 Bridge Street, 
Goole, 
East Yorkshire, DN 14 5SS
	 	No
















 







	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	LTI-Metalltechnik GmbH 
Im Flürlein 25
74215 Schöntal — Berlichingen
	 	No
	 
	 	 	 	 
	 

	 	BFC — Fahrzeugteile GmbH
 Industriestrasse 17
74321 Bietigheim — Bissingen
	 	No
	 
	 	 	 	 
	 

	 	NBB-Norder Band- und Blechverarbeitung GmbH
Blaufärber Straβe 2 
26506 Norden
	 	No
	 
	 	 	 	 
	 

	 	REDE
 Refendage — Deconpage 
140, rue de la Liberation
 60530 Le Mesnil-En-Thelle
	 	No
	 
	 	 	 	 
	 

	 	Schenker Deutschland GmbH (Draka Tele) =>
presently inactive
 Logistikzentrum Nord
 Montanstr. 8-16
 D-13407 Berlin
	 	No
	 
	 	 	 	 
	 

	 	Prysmian Cables Limited 
Industrial Cables Division
 Plant 11
	 	No
	 
	 	 	 	 
	 

	 	Chickenhall Lane
 Eastleigh
 Southhampton — S05 5XA
	 	No
	 
	 	 	 	 
	 

	 	Prysmian Telekom Cables & Systems UK Ltd.
 Store 39
Chickenhall Lane 
Eastleigh 
Hampshire — SO50 6YU
	 	No
	 
	 	 	 	 
	 

	 	Vaassen Flexible Packaging BV 
Dorpstraat 88 
08171 BT Vaassen 
Niederlande
	 	No
	 
	 	 	 	 
	 

	 	Gascogne Laminates Germany GmbH 
Rurstrasse 58
52441 Linnich
	 	No
	 
	 	 	 	 
	 

	 	Draka Comteq GmbH & Co. KG 
Unternehmensbereich
Multimedia Cable 
Wohlauer Strasse 15
 90475 Nürnberg
	 	No
	 
	 	 	 	 
	 

	 	Fritz Fross GmbH + Co. KG (Alcan)
 Gottlieb-Daimler-Strasse 2
 79331 Teningen
	 	No
















 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Kablovna Decin Podmokly, s.r.o.

Ustecka 840/33

40533 Decin Vczech Republic
	 	No
	 
	 	 	 	 
	 

	 	Gascogne Laminates SAS 
Zone Industrielle No.l 
1, rue Louis Blanc 40100 Dax Cedex

France
	 	No
	 
	 	 	 	 
	 

	 	Spedition Fahrner 
Plettenberger Straβe 12
 58791 Werdohl
	 	No
	 
	 	 	 	 
	 

	 	HGS Gropengiesser 
An der Bellmerei 11 
58513 Lüdenscheid
	 	No
	 
	 	 	 	 
	 

	 	Schenker Deutschland AG 
Nonnendammallee 35
 13599 Berlin
	 	No
	 
	 	 	 	 
	 

	 	Spedition Dachser 
Niederlassung Memmingen
 Lieferantenzentrum
	 	No
	 
	 	 	 	 
	 

	 	Lager Novelis

Wernher-von-Braun-Straβe 13
 87700 Memmingen
	 	No
	 
	 	 	 	 
	 

	 	M. Preymesser GmbH & Co. KG
 Anton-Tucher-Str 1
 D-28309 Bremen
	 	No
	 
	 	 	 	 
	 

	 	Universal Express Ltd. 
Access 10 Business Park
 Bentley Road South 
WS 108 LQ 
GB
	 	No
	 
	 	 	 	 
	 

	 	Preymesser GmbH & Co. KG 

Edisonstr. 1

85098 Großmehring

Germany
	 	No
	 
	 	 	 	 
	 

	 	M. Preymesser GmbH & Co. KG 
Hafenstr. 95
 D-74078 Heilbronn
	 	No
	 
	 	 	 	 
	 

	 	M. Preymesser GmbH & Co. KG 
Industriestr. 3 
D-84 180 Loiching
	 	No
















 







	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Ball Packaging Europe GmbH 
Zweigniederlassung
BraunschweigKarl Schmidt 
Str 15
	 	No
	 
	 	 	 	 
	 

	 	D-38 114 Braunschweig
 M. Preymesser GmbH & Co. KG 

Otto-Lilienthal-Str. 34 
D-71034 Böblingen
	 	No
	 
	 	 	 	 
	 

	 	Stahl Zentrurn Glauchau GmbH & Co. KG
 Peniger
Str. 17 
D-0837 I Glauchau
	 	No
	 
	 	 	 	 
	 

	 	Läpple Blechverarbeitung GmbH & Co. KG 
Bayern

August Läspple Platz 1
 D-93 158 Teublitz
	 	No
	 
	 	 	 	 
	 

	 	Novelis Italia S.R.L. Rome
 Via Pontina Km 31, 500

00040 Pomezia
	 	No
	 
	 	 	 	 
	 

	 	SMK Stahlmagazin GmbH
 Von-Miller Str. 3 1 
D-6766
1 Kaiserslautern
	 	No
	 
	 	 	 	 
	 

	 	R.M.S. Europe LTD 
BootsferryTerminal, Bridge
Street,
 Goole, East Yorkshire, 
DN14 5SS, England
	 	No
	 
	 	 	 	 
	 

	 	Dehnhard Spedition 
Willertshagenerstr.2 
58540
Meinerzhagen
	 	No
	 
	 	 	 	 
	 

	 	Thyssen Krupp Metallcenter GmbH
 Am Oberwald 1

76744 Wörth
	 	No
	 
	 	 	 	 
	 

	 	Novelis Automotive UK Ltd.

Axcess 10, Business Park, Bentley Road South

WS10 8LQ Wednesbury

UK
	 	No
	 
	 	 	 	 
	 

	 	SMH Stahlmagazin Hannover 
Industruestrasse 2

30928 Seelze — Letter
	 	No
	 
	 	 	 	 
	 

	 	Coils S.A, 
Industriezone 5 
3400 Landen 
Belgium
	 	No
	 
	 	 	 	 
	 

	 	Coil GmbH
	 	No
















 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Claude-Breda- Str. 1 
06406 Bernburg	 	 
	 
	 	 	 	 
	 

	 	Decomecc Co. 
Bilzer Weg 8
 3600 Genk 
Belgium
	 	No
	 
	 	 	 	 
	 

	 	BFC Büro- und Fahrzeugtechnik GmbH & Co. 
Produktions KG 
Hofener Weg 33
 71686
Remseck
	 	No
	 
	 	 	 	 
	 

	 	Shear Accuracy

Access 10, Business Park Bentley Road South

Wednesbury

WS108LQ

GB
	 	No
	 
	 	 	 	 
	 

	 	Novelis Deutschland GmbH 
Hannoverschestrasse I 
37075 Göttingen
	 	No
	 
	 	 	 	 
	 

	 	Spedition Schmelz GmbH u. Co KG 
Internationale Spedition 
Miramstr. 75 
34123 Kassel
	 	No
	 
	 	 	 	 
	 

	 	BAGR Berliner Aluminiumwerke GmbH 
Kopenhagener Str. 59 
13407 Berlin Reineckendorf
	 	No
	 
	 	 	 	 
	 

	 	ContiTech TechnoChemie
 Dieselstr. 4 
D-61184 Karben
	 	No
	 
	 	 	 	 
	 

	 	ContiTech Kühner GmbH

Talstrasse 1-8

D-71570 Oppenweiter
	 	No
	 
	 	 	 	 
	 

	 	Rhenus AG & Co (ContiTech Technochemie) 
Gutleutstr. 371 
D-60827 Frankfurt
	 	No
	 
	 	 	 	 
	 

	 	ContiTech TechnoChemie GmbH 
Industriestraβe Nord (VW Werk) 
D-38239 Salzgitter
	 	No
	 
	 	 	 	 
	 

	 	Continental Industrias 
Avda. San Pablo 37 
E-28820 Coslada-Madrid
	 	No
	 
	 	 	 	 
	 

	 	Sped. Gräfen (Dura)
 Holunderweg 5
	 	No
















 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject
to Bailee/Landlord Letter
	 

	 	D-54550 Daun-Boverath	 	 
	 
	 	 	 	 
	 

	 	Eaton Fluid Power 
Thorns Road

GB-Brierley Hill, W.Midl. DY5 2LB
	 	No
	 
	 	 	 	 
	 

	 	1CP (Eaton) 
Poligono Industrial R-2 
Calle Zeus 16-18
 Modulo 1

28880 Meco (Madrid) 
Spain
	 	No
	 
	 	 	 	 
	 

	 	NAL Neuenhagener Aluminium
Leichtbehältnisse

GmbH 

Parkstr. 7

15366 Nenenhagen
	 	No
	 
	 	 	 	 
	 

	 	Dewitz

Nicolaistrasse 32
 D-12247 Berlin
	 	No
	 
	 	 	 	 
	 

	 	Karl Kaminski GmbH & Co. KG 
Betsbruchdamm 10 
D-28816 Stuhr
	 	No
	 
	 	 	 	 
	 

	 	Karl-Heinz Sobotta 

Erich — Zeigner — Allee 69/73

D-04229 Leipzig

Zable

16 Gateforth Lane
	 	No
	 
	 	 	 	 
	 

	 	GB-YO8 9HP Hambleton Selby
 Zaiser

Neuwiesen 9 
D-733 12 Geislingen
	 	No
	 
	 	 	 	 
	 

	 	Boon Weets

Industriezone Webbekom 2/16
 B-3290 Diest
	 	No
	 
	 	 	 	 
	 

	 	Kühne & Nagel AG & Co.
 Spannstiftstr. 1 — 39 
D-58 119 Hagen
	 	No
	 
	 	 	 	 
	 

	 	Formpack GmbH & Co. KG

Lohnverarbeiter
 Lützelbergstr. 28
 D-79369 Whyl
	 	No
	 
	 	 	 	 
	 

	 	Neoten GmbH & Co. KG 
Peiner Str. 133-135
 D-38229 Salzgitter
	 	No
















 






	 	 	 	 	 
	Loan
Party	 	Address	 	Subject
to Bailee/Landlord Letter
	 

	 	Tscheulin-Rothal GmbH 
Friedrich-Meyer-Str. 23 
D-79331 Teningen
	 	No
	 
	 	 	 	 
	 

	 	Waro-Pack

Auf der Schanze 4

D-29303 Bergen
	 	No
	 
	 	 	 	 
	Novelis PAE SAS

	 	Soflog

91 rue des Bonnais 
38120 Saint-Egreve
	 	No
	 
	 	 	 	 
	 

	 	Ectra

Rue Louis Gagnaire

38950 Saint-Martin-Le-Vinoux
	 	No
	 
	 	 	 	 
	 

	 	Soflog

38261 La Côte Saint André
	 	No
	 
	 	 	 	 
	 

	 	LEAS

Zone industrielle de la Batie
 38 330 Saint Ismier
	 	No
	 
	 	 	 	 
	Novelis Luxembourg
S.A.

	 	Tetra Pak Wrexham

Bedwell Road

Gross Lanes

Wrexham CLWYD

UK — WREXHAM LL13 OUT
	 	No
	 
	 	 	 	 
	 

	 	Tetra Pak Limburg 
Höhenstrasse 4 
D — 65549 Limburg
	 	No
	 
	 	 	 	 
	 

	 	Tetra Pak Kiev

Ul. Mezhigorskaya 82245080 Kiev
	 	No
	 
	 	 	 	 
	 

	 	Amcor Flexibles Dijon
 Usine de
Dijon 
24 rue de la Stéarinerie 
BP 150

21004 Dijon Cedex
	 	No
	 
	 	 	 	 
	 

	 	Amcor Flexibles Froges
Usine de Dijon 
BP 150

21004 Dijon Cedex
	 	No
	 
	 	 	 	 
	 

	 	Vaassen

Vaassen Flexible Packaging BV 
Po Box 2 Dorpsstraat 88 
8170 BT Vaassen
	 	No
	 
	 	 	 	 
	 

	 	Amcor Flexibles Lugo 
Magazino Barthe Italiane
	 	No
















 






	 	 	 	 	 
	Loan
Party	 	Address	 	Subject
to Bailee/Landlord Letter
	 

	 	I — 36030 Lugo di Vicenza 
SOPAL- Gascogne France	 	 
	 
	 	 	 	 
	 

	 	Gascogne Laminates 
BP78 1 rue Louis Blanc 
F- 40102 Dax Cedex
	 	No
	 
	 	 	 	 
	 

	 	Gascogne Laminate Germany GmbH

LKW Einfahrt

Buschweig
	 	No
	 
	 	 	 	 
	 

	 	Kasel

Zone Industrielle 
L9166 Mertzig
	 	No
	 
	 	 	 	 
	 

	 	CAT Le Corail

1 rue Thomas Edison

57 972 Yutz
	 	No
	 
	 	 	 	 
	 

	 	Lentz Bertrange
 80 route de Longwy 
L8060 Bertrange
	 	No
	 
	 	 	 	 
	 

	 	Intertrans 
6 rue de Kiell
 Aubange
	 	No
	 
	 	 	 	 
	 

	 	Lentz Munsbach

35 Pare d’activités FYRDALL

5365 Munsbach
	 	No
	 
	 	 	 	 
	 

	 	Lecxis

Zone Industrielle

54620 Villers la Montagne
	 	No
	 
	 	 	 	 
	Novelis 

Switzerland 

SA

	 	NOVELIS AUTOMOTIVE UK 
Axcess 10
Business Park
 Bentley Road South 
WS10 8LQ
Wednesbury
	 	No
	 
	 	 	 	 
	 

	 	PREYMESSER GMBH. CO KG SPEDITION
 HAFENSTRASSE 95 
74076 HEILBRONN
	 	No
	 
	 	 	 	 
	 

	 	M.PREYMESSER GMBH CO. KG SPEDITION
 EDISON STRASSE 1 
85098 GROSSMEHRING
	 	No
	 
	 	 	 	 
	 

	 	M. PREYMESSER GmbH & Co. KG
Anton-
Tucher-Str. 1 
28309 BREMEN
	 	No
	 
	 	 	 	 
	 

	 	BMW AG
	 	No
















 






	 	 	 	 	 
	Loan
Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	C/O M. PREYMESSER GMBH. & CO

KG SPEDITION 
INDUSTRIESTRASSE 3
 84180 LOICHING	 	 
	 
	 

	 	LAEPPLE BLECHVERARBEITUNG 
GMBH & CO. KG BAYERN 
AUGUST-LAEPPLE-PLATZ 1 
93158
TEUBLITZ
	 	No
	 
	 

	 	SMK

Stahlmagazin GmbH Kaiserslautern

Von-Miller-Straße 31

67661 Kaiserslautern
	 	No
	 
	 	 	 	 
	 

	 	W. WUEST GMBH + CO 
WUESTSTRASSE
 74076 HEILBRONN
	 	No
	 
	 	 	 	 
	 

	 	AUDI AG 
Werk Neckarsulm 
Hafenstrasse 95 
74076 Heilbronn
	 	No
	 
	 	 	 	 
	 

	 	SMH Stahlmagazin GmbH Hannover 
Industriestrasse 2 
30926 Seelze
	 	No
	 
	 	 	 	 
	 

	 	Daimler AG 
Werk Sindelfingen 
Otto Lilienthalstrasse 4 
71034 Boeblingen
	 	No
	 
	 	 	 	 
	 

	 	SMG Stahlmagazin GmbH Gustavsburg 
Lange Streng
 65462 Gustavsburg
	 	No



















 






Schedule 4.01(g)




Local and Foreign Counsel




	•	 	Lawson Lundell LLP, as special British Columbia and Alberta counsel to the Loan Parties
	 
	•	 	Lavery de Billy, LLP, as special Quebec counsel to the Loan Parties
	 
	•	 	Macfarlanes, as UK counsel to the Loan Parties
	 
	•	 	Noerr LLP, 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
	 
	•	 	CMS von Erlach Henrici AG, as Swiss counsel to the Loan Parties
	 
	•	 	Ernst & Young, as Italian counsel to the Loan Parties
	 
	•	 	Kim & Chang, as Korean counsel to the Loan Parties
	 
	•	 	Elvinger Dessoy Dennewald, as Luxembourg counsel to the Loan Parties
	 
	•	 	Vieira de Almeida & Associados, as Portugal counsel to the Loan Parties
	 
	•	 	King & Spalding, as Georgia and Texas counsel to the Loan Parties
	 
	•	 	Tucker, Ellis & West, as Ohio counsel to the Loan Parties
	 
	•	 	Jackson Kelly PLLC, as West Virginia counsel to the Loan Parties
	 
	•	 	Ice Miller, as Indiana counsel to the Loan Parties
	 
	•	 	Taft, Stettinius & Hollister LLP, as Kentucky counsel to the Loan Parties




 









 











Schedule 4.01 (o)(iii)




 Title Insurance Amounts



	 	 	 	 	 
	Facility	 	Amount	 
	1261 Willow Run Road, Greensboro, Georgia
	 	$	8,110,000	 
	5901 N. 13th Street, Terre Haute, Indiana
	 	$	24,450,000	 
	1380, 1430,
1141 S. 13th St. Louisville, Kentucky
	 	$	11,000,000	 
	Lake Road North, Scriba, New York
	 	$	28,920,000	 
	390 Griswold Street NE, Warren, Ohio
	 	$	13,670,000	 
	1800 Speedway Street, Fairmont, West Virginia
	 	$	22,300,000	 
	1 Lappan’s Lane and 945 Princess Street, Kingston, Ontario
	 	C$ 	50,710,000	 
	2040 rue Fay, Saguenay, Quebec
	 	C$ 	20,980,000	 






 









 






Schedule 5.11(b)




Certain Subsidiaries


None






 









 







Schedule 5.16




Post-Closing Covenants




	1.	 	Within 30 days of the Closing Date (or such longer period as may be agreed to by the
Administrative Agent in its sole discretion), the Loan Parties to the U.S. Security Agreement shall
deliver Control Agreements with respect to their respective Deposit Accounts (other than Excluded
Deposit Accounts (as defined in the U.S. Security Agreement) and Securities Accounts (other than
Excluded Securities Accounts (as defined in the U.S. Security Agreement) held at the following
account banks and securities intermediaries (each in form and substance reasonably satisfactory to
the Administrative Agent):






	 	•	 	Compass Federal Credit Union
	 
	 	•	 	JPMorgan Clearing Corp.
	 
	 	•	 	JPMorgan Chase
	 
	 	•	 	JPMorgan, N.Y.
	 
	 	•	 	Citibank N.Y.
	 
	 	•	 	Citibank Delaware
	 
	 	•	 	Citibank, N.A.
	 
	 	•	 	PNC Bank, National Association
	 
	 	•	 	Deutsche Bank
	 
	 	•	 	Royal Bank of Canada






	2.	 	Within 30 days of the Closing Date (or such longer period as may be agreed to by the
Administrative Agent in its sole discretion), the Loan Parties shall execute and deliver the
Brazilian Security Agreements, and deliver any related Collateral deliverable pursuant to the
Brazilian Security Agreements and the other Loan Documents, and complete all required filings and
other actions related thereto, in each case in form and substance reasonably satisfactory to the
Administrative Agent.




 









 











Schedule 6.01(b)




Existing Indebtedness


EXISTING INTERCOMPANY INDEBTEDNESS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender	 	Borrower	 	Currency	 	Amount	 	Issue Date	 	Maturity
	Novelis Inc.

	 	Novelis Aluminium

Holding Company
	 	EUR
	 	293,834,842.	 	 	1/7/2005
	 	1/7/2015
	Novelis Inc.

	 	Novelis Luxembourg S.A.
	 	EUR
	 	15,000,000.	 	 	2/3/2005
	 	2/3/2015
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	80,000,000.	 	 	7/6/2007
	 	5/31/2012
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	5,000,000.	 	 	7/6/2007
	 	5/31/2012
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	25,000,000.	 	 	7/6/2007
	 	5/31/2012
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	25,000,000.	 	 	7/6/2007
	 	5/31/2012
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	15,000,000.	 	 	1/5/2008
	 	1/5/2013
	Novelis Inc.

	 	Novelis Aluminium

Holding Company
	 	EUR
	 	87,291,599.	 	 	7/10/2008
	 	2/3/2015
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	5,000,000.	 	 	3/11/2008
	 	3/11/2013
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	30,000,000.	 	 	8/4/2008
	 	8/4/2013
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	30,000,000.	 	 	8/4/2008
	 	8/4/2013
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	20,000,000.	 	 	8/4/2008
	 	8/4/2013
	Novelis Inc.

	 	Novelis AG
	 	EUR
	 	121,421,203.34	 	 	11/4/2009
	 	1/13/2015
	Novelis AG

	 	Novelis Switzerland SA
	 	CHF
	 	60,000,000.	 	 	12/29/2009
	 	12/29/2010
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	15,000,000.	 	 	12/29/2009
	 	9/15/2013
	Novelis Inc.

	 	Novelis Corporation
	 	USD
	 	50,000,000.	 	 	5/20/2010
	 	5/20/2011
	Novelis do Brasil Ltda.

	 	Novelis Corporation
	 	USD
	 	15,000,000.	 	 	6/25/2010
	 	12/31/2010
	Novelis Inc.

	 	Novelis Corporation
	 	USD
	 	226,000,000.	 	 	7/9/2010
	 	7/8/2011






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender	 	Borrower	 	Currency	 	Amount	 	Issue Date	 	Maturity
	Novelis Inc.

	 	Novelis Corporation
	 	USD
	 	120,000,000.	 	 	8/12/2010
	 	8/12/2011
	Novelis Europe
Holdings Limited

	 	Novelis AG
	 	USD
	 	11,291,082.88	 	 	9/30/2010
	 	12/30/2010
	Novelis do Brasil
Ltda.

	 	Novelis Corporation
	 	USD
	 	20,000,000.	 	 	9/30/2010
	 	3/31/2011
	Novelis Brand LLC

	 	Novelis Services Limited
	 	USD
	 	66,440,400.87	 	 	9/28/2010
	 	7/6/2014
	Novelis No. 1 Limited
Partnership

	 	Novelis Brand LLC
	 	USD
	 	106,440,400.87	 	 	9/28/2010
	 	7/6/2014
	Novelis Technology
AG

	 	Novelis AG
	 	CHF
	 	916,000.	 	 	11/30/2010
	 	1/31/2011
	Novelis PAE S.A.S.

	 	Novelis AG
	 	EUR
	 	9,537,512.95	 	 	12/9/2010
	 	12/23/2010
	Novelis Lamines
France SAS

	 	Novelis AG
	 	EUR
	 	5,793,614.34	 	 	12/15/2010
	 	1/14/2011
	Novelis AG

	 	Novelis Italia SpA
	 	EUR
	 	13,000,000.	 	 	12/15/2010
	 	1/14/2011





OTHER EXISTING INDEBTEDNESS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Creditor/Lender	 	Description	 	Currency	 	Amount	 	Maturity
	Novelis Italia SpA

	 	Credito Artigiano
Spa Banca
Popolare Di
Bergamo Spa
Banca Intesa San Paolo
	 	Total overdraft / lines
of credit capacity
	 	EUR
	 	15,000,000	 	 	N/A
	Novelis
Switzerland
SA

	 	N/A
	 	Capital lease (Alcan)
	 	CHF
	 	45,263,546	 	 	12/2019
	Novelis
Switzerland
SA

	 	N/A
	 	Capital lease (SG)
	 	CHF
	 	717,980	 	 	8/2011






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Entity	 	Creditor/Lender	 	Description	 	Currency	 	Amount	 	Maturity
	Novelis Goettingen

	 	N/A
	 	Capital lease (cafeteria
renovation)
	 	EUR
	 	 	80,269	 	 	10/2011
	Novelis Goettingen

	 	N/A
	 	Capital lease (telephone
system)
	 	EUR
	 	 	154,245	 	 	10/2013
	Novelis Goettingen

	 	N/A
	 	Capital lease (machinery)
	 	EUR
	 	 	25,771	 	 	10/2013
	Novelis Latchford

	 	N/A
	 	Capital lease (forklifts)
	 	GBP
	 	 	703,482	 	 	6/2016







 











 







EXISTING INTERCOMPANY INVESTMENTS AND INDEBTEDNESS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	Date	 	Lander	 	Borrower	 	Currency	 	 	 	 	 	Remaining	 	USD	 	Issue	 	Maturity	 	Ralated	 	Globe	 	All in	 	Received	 	 
	Id	 	Entered	 	Name	 	Name	 	Symbol	 	Amount	 	Balance	 	Equivalant	 	Date	 	Date	 	Loan Id	 	Referance	 	Rate	 	By Corp	 	Comments
	8

	 	4/17/2008
	 	Novelis Inc.
	 	N AL Holding Company
	 	EUR
	 	 	293,834,842	 	 	 	 	$	411,368,778.60	 	 	1/7/2005
	 	1/7/2015
	 	 	 	 	 	 	 	 	7,5000	%	 	False	 	 
	11

	 	4/17/2008
	 	Novelis Inc.
	 	N Luxembourg S.A
	 	EUR
	 	 	15,000,000	 	 	 	 	$	21,000,000.00	 	 	2/3/2005
	 	2/3/2015
	 	 	 	 	 	 	 	 	7,5000	%	 	False	 	 
	43

	 	4/17/2008
	 	Novelis Inc.
	 	N. do Brasil
Ltda
	 	USD
	 	 	80,000,000	 	 	 	 	$	80,000,000.00	 	 	7/6/2007
	 	5/31/2012
	 	 	 	 	 	 	 	Six Month Libor
+ 200 bps
	 	False
	 	Nau loans rolled over during refinancing
	44

	 	4/17/2008
	 	Novelis Inc.
	 	N do Brasil Ltda
	 	USD
	 	 	5,000,000	 	 	 	 	$	5,000,000.00	 	 	7/6/2007
	 	5/31/2012
	 	 	 	 	 	 	 	Six Month Libor +
250 bps
	 	True
	 	Rollover of Novelis
loan during
refinancing
	45

	 	4/17/2008
	 	Novelis Inc.
	 	N do Brasil Ltda
	 	USD
	 	 	25,000,000	 	 	 	 	$	25,000,000.00	 	 	7/6/2007
	 	5/31/2012
	 	 	 	 	 	 	 	Six Month Libor +
250
bps
	 	True
	 	Rollover of Novelis
loan during
refinancing. Loan ID
26
	46

	 	4/17/2008
	 	Novelis Inc.
	 	N. do Brasil Ltda
	 	USD
	 	 	25,000,000	 	 	 	 	$	25,000,000.00	 	 	7/6/2007
	 	5/31/2012
	 	 	 	 	 	 	 	Six Month Libor +
250 bps
	 	True
	 	Rollover of Novelis
loan during
refinancing. Loan ID
27
	137

	 	4/17/2008
	 	Novelis Inc.
	 	N. do Brasil Ltda
	 	USD
	 	 	15,000.000	 	 	 	 	$	15 ,000,000.00	 	 	1/5/2008
	 	1/5/2013
	 	 	 	 	 	 	 	Six Month Libor +
250 bps
	 	True
	 	Rollover of Citi
loan during
refinancing
	231

	 	7/9/2008
	 	Novelis Inc.
	 	N. AL Holding
Company
	 	EUR
	 	 	87,291,599	 	 	 	 	$	136,174,894.44	 	 	7/10/2008
	 	2/3/2015
	 	 	15	 	 	 	 	 	7,5000	%	 	False
	 	Partial paydown of
57MM EUR at part of
the 226M
roundtripping on Jul
9
	260

	 	8/18/2006
	 	Novelis Inc.
	 	N. do Brasil Ltda
	 	USD
	 	 	5,000,000	 	 	 	 	$	5,000,000.00	 	 	3/11/2008
	 	3/11/2013
	 	 	74	 	 	 	 	Six Month
Libor +
100 bps
	 	False
	 	Citi as intermediate
agent. Extension of
loan.
	261

	 	8/18/2006
	 	Novelis Inc.
	 	N. do Brasil Ltda
	 	USD
	 	 	30,000,000	 	 	 	 	$	30,000,000.00	 	 	8/4/2008
	 	8/4/2013
	 	 	63	 	 	 	 	Six Month
Libor +
100 bps
	 	False
	 	Rollover of existing
loan with Citi
	262

	 	8/18/2006
	 	Novelis Inc.
	 	N. do Brasil Ltda
	 	USD
	 	 	30,000,000	 	 	 	 	$	30,000.000.00	 	 	8/4/2008
	 	8/4/2013
	 	 	64	 	 	 	 	Six Month
Libor +
100 bps
	 	False
	 	Rollover of existing
loan with Citi
	263

	 	8/18/2006
	 	Novelis Inc.
	 	N. do Brasil Ltda
	 	USD
	 	 	20,000,000	 	 	 	 	$	20,000,000.00	 	 	8/4/2008
	 	8/4/2013
	 	 	65	 	 	 	 	Six Month
Libor +
175 bps
	 	False
	 	Rollover of existing
loan with Citi
	606

	 	12/1/2009
	 	Novelis Inc.
	 	N. AG
	 	EUR
	 	 	121,421,203.34	 	 	 	 	$	157,847,564.34	 	 	11/4/2009
	 	1/13/2015
	 	 	451	 	 	 	 	Interest Free
	 	True
	 	Modified the currency from Loan 461
	623

	 	1/5/2010
	 	N. AG
	 	N. Switzerland SA
	 	CHF
	 	 	60,000,000	 	 	 	 	$	48.000,000.00	 	 	12/29/2009
	 	12/29/2010
	 	 	365	 	 	DP727
	 	2.6367%
	 	True
	 	Prolongation of DP639
	654

	 	1/12/2010
	 	Novelis Inc.
	 	N. do Brasil Ltda
	 	USD
	 	 	15,000,000	 	 	 	 	$	15,000,000.00	 	 	12/29/2009
	 	9/15/2013
	 	 	264	 	 	 	 	Six Month Libor +
100 bps
	 	False
	 	Loan 264 paid
partially. No new
document. 7ax
purpose.
	736

	 	5/24/2010
	 	Novelis Inc.
	 	Novelis Corp.
	 	USD
	 	 	50,000,000	 	 	 	 	$	50,000,000.00	 	 	5/20/2010
	 	5/20/2011
	 	 	459	 	 	 	 	3 Month
Libor +
1.75%
	 	False
	 	extension of 459
	759

	 	7/7/2010
	 	N. do Brasil Ltda
	 	Novelis Corp.
	 	USD
	 	 	15,000,000	 	 	 	 	$	15,000,000.00	 	 	6/25/2010
	 	12/31/2010
	 	 	479	 	 	 	 	3 Month
Libor +
1.75%
	 	False
	 	Extesion of existing
loan maturing on
06/25/2010
	762

	 	7/12/2010
	 	Novelis Inc.
	 	Novelis Corp.
	 	USD
	 	 	226,000,000	 	 	 	 	$	226,000,000.00	 	 	7/9/2010
	 	7/8/2011
	 	 	492	 	 	 	 	3 Month Libor +
1.75%
	 	False
	 	extension of 492
	775

	 	8/17/2010
	 	Novelis Inc.
	 	Novelis Corp.
	 	USD
	 	 	120,000,000	 	 	 	 	$	120,000,000.00	 	 	8/12/2010
	 	8/12/2011
	 	 	590	 	 	 	 	3 Month Libor +
1.75%
	 	False
	 	Extension of 580
	784

	 	9/29/2010
	 	N. Europe Holdings (UK)	 	N. AG
	 	USD
	 	 	11,291,082.88	 	 	 	 	$	11,291,082.88	 	 	9/30/2010
	 	12/30/2010
	 	 	752	 	 	SL891
	 	 	0.2894	%	 	False
	 	Prolongation of SL579
	788

	 	9/30/2010
	 	N. do Brasil Ltda
	 	 Novelis Corp
	 	USD
	 	 	20,000,000	 	 	 	 	$	20,000,000.00	 	 	9/30/2010
	 	3/31/2011
	 	 	713	 	 	 	 	3 MONTH LIBOR + 250
BPS
	 	False
	 	extension 713
	792

	 	10/27/2010
	 	N. Brand LLC
	 	N. Services UK Ltd.
	 	USD
	 	 	66,440,400.87	 	 	 	 	$	66,440,400.87	 	 	9/28/2010
	 	7/6/2014
	 	 	723	 	 	 	 	 	 	 	 	False	 	 
	793

	 	10/27/2010
	 	N No 1 Limited

Partnership
	 	N. Brand LLC
	 	USD
	 	 	106,440,400.97	 	 	 	 	$	106,440,400.87	 	 	9/28/2010
	 	7/6/2014
	 	 	763	 	 	 	 	 	 	 	 	False	 	 
	797

	 	11/29/2010
	 	N.7 echnology(AG)
	 	 N. AG
	 	CHF
	 	 	916,000	 	 	 	 	$	732,800.00	 	 	11/30/2010
	 	1/31/2011
	 	 	777	 	 	SL897
	 	 	0.1550	%	 	False
	 	Prolongation of SL887
	799

	 	12/13/2010
	 	N. PAE SAS (France)
	 	a) NAG
	 	EUR
	 	 	9,537,512.95	 	 	 	 	$	12,396,766.84	 	 	12/9/2010
	 	12/23/2010
	 	 	796	 	 	SL898
	 	 	0.5675	%	 	False
	 	Prolongation of SL898
	800

	 	12/13/2010
	 	N. Lameines
	 	N. AG
	 	EUR
	 	 	5,793,614.34	 	 	 	 	$	7,531,698.64 	 	 	12/15/2010
	 	1/14/2011
	 	 	796	 	 	SL900
	 	 	0.6300	%	 	False
	 	Prolongation of SL898
	801

	 	12/13/2010
	 	N. AG
	 	N. Italia
	 	EUR
	 	 	13,000,000	 	 	 	 	$	16 ,900,000.00	 	 	12/15/2010
	 	1/14/2011
	 	 	785	 	 	DP753
	 	 	2.2575	%	 	False
	 	Prolongation of DP752








 




			
	+	 	Intercompany loans renewed in December 2010. There are not documents available to these loans.



















 





Schedule 6.02(c)




Existing
Liens


The exceptions from the title insurance coverage as set forth on the attached Annex A.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	File No. and Date	 	Registration/Renewal	 	 
	Debtor(s)	 	Secured Party(ies)	 	of Registration	 	Period (years)	 	Collateral Description
	NOVELIS 

CORPORATION 

P O BOX 6977

CLEVELAND, OH, 

USA 

44101-1966

	 	AIR LIQUIDE

INDUSTRIAL US LP

12800 WEST LITTLE

YORK ROAD

HOUSTON, TX,

USA

77041
	 	05-0021329284

JULY 8, 2005


05-00265681

AUGUST 24, 2005

AMENDMENT


10-00195118 JULY 7,
2010 
CONTINUATION
	 	5 Years
	 	VERTICAL

VESSEL 9000

GALLON SERIAL

#L1348


VERTICAL

VESSEL 13000

GALLON SERIAL#

S1154 & 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, OH, 

USA 

44124

	 	MARUBENI

AMERICA

CORPORATION

450 LEXINGTON AVE,

NEW YORK, NY,

USA

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 

RD NE 

ATLANTA, GA, 

USA 

30326-1120

	 	IOS CAPITAL

1738 BASS RD

MACON, GA, USA

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,
attachments
accessories,
accessions, upgrades,
replacements,






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	File No. and Date	 	Registration/Renewal	 	 
	Debtor(s)	 	Secured Party(ies)	 	of Registration	 	Period (years)	 	Collateral Description
	 

	 	 	 	 	 	 	 	substitutions or
exchanges and any
and all products,
insurance and /or
other proceeds (cash
and non-cash) there
from
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

6060 PARK BLVD. 

CLEVELAND, OH, 

USA 

44124

	 	THOMPSON 

TRACTOR CO., 

INC. 

P O BOX 10367

BIRMINGHAM, 

AL, USA 

35202
	 	06-0017582291

MAY 23, 2006
	 	5 Years
	 	One (l) GC55 s/n
AT88A00191
Proceeds of the
collateral are also
covered
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

448 COUNTY RT 

1A 

OSWEGO 

CENTER, NY, 

USA 

13126-5962

	 	DE LAGE 

LANDEN 

FINANCIAL 

SERVICES, INC. 

1111 OLD EAGLE 

SCHOOL RD 

WAYNE PA
	 	06-0032929798

OCTOBER 3, 
2006
	 	5 Years
	 	UCC-1 with a
schedule A [listing
certain copier
systems]
INCLUDING ALL
COMPONENTS,
ADDITIONS,
UPGRADES,
ATTACHMENTS,
ACCESSIONS,
SUBSTITUTIONS,
REPLACEMENT
AND PROCEEDS
OF THE
FOREGOING.
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

6060 PARKLAND 

BLVD 

MAYFIELD 

HEIGHTS, OH, 

USA 

44121

	 	GLENCORE LTD. 

301 TRESSOR 

BLVD 

STAMFORD, CT, 

USA 

06901-3244
	 	06-0033941541

OCTOBER 12,

2006
	 	5 Years
	 	i) all of Glencore
Ltd.’s A7E, A7I,
P1020 AND/OR
P0610 OR ITS
EQUIVALENT
(collectively, the
“Product”) stored
from time to time at
the storage facility
of Novelis
Corporation located
at (1) Novelis
Oswego Works, 448
County Route 1A,
Oswego, NY, (2)
Novelis Berea
Recycling Plant, 302
Mayde Road, Berea,
NY, (3) Novelis
Greensboro
Recycling Plant,
Willow Run Road,
Greensboro, GA and
(4) Novelis
Russellville Rolled
Products, Highway
431 North,
Russelville, KY,
and (ii) all proceeds
of such Product






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	File No. and Date	 	Registration/Renewal	 	 
	Debtor(s)	 	Secured Party(ies)	 	of Registration	 	Period (years)	 	Collateral Description
	NOVELIS 

CORPORATION 

6060 PARKLAND 

BLVD 

MAYFIELD 

HEIGHTS, OH, 

USA 

44121

	 	GLENCORE LTD. 

THREE 

STAMFORD 

PLAZA 

301 TRESSOR 

BLVD. 

STAMFORD, CT, 

USA 

06901-3244
	 	08-0016393414

MAY 13, 2008
	 	5 Years
	 	(i) all of Glencore
Ltd.’s A7E, A7I,
PI020 AND/OR
P0610 OR ITS
EQUIVALENT
(collectively, the
“Product”) stored
from time to time at
the storage facility
of Novelis
Corporation located
at (1) Novelis
Oswego Works, 448
County Route 1A,
Oswego, NY, (2)
Novelis Berea
Recycling Plant, 302
Mayde Road, Berea,
NY, (3) Novelis
Greensboro
Recycling Plant,
Willow Run Road,
Greensboro, GA and
(4) Novelis
Russellville Rolled
Products, Highway
431 North,
Russelville, KY, and
(ii) all products of
such Product.
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION, 

1261 WILLOW 

RUN RD 

GREENSBORO, 

GA, USA 

30642

	 	AIR LIQUIDE 

INDUSTRIAL U.S. 

LP 

18222 E 

PETROLEUM DR 

BATON ROUGE, 

LA, USA 

70809
	 	09-0002194005

JANUARY 23,

2009
	 	5 Years
	 	13,000 GALLON

NITROGEN

VESSEL-SERIAL

#13354

3,000 GALLON

ARGON VESSEL -

SERIAL #77-134-4
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

302 MAYDE 

ROAD 

BEREA, KY, USA 

40403

	 	AIR LIQUIDE 

INDUSTRIAL U.S. 

LP 

2700 POST OAK 

BLVD 

HOUSTON, TX, 

USA 

77056
	 	09-0003755231

FEBRUARY 9,

2009
	 	5 Years
	 	1500 GAL LIN

VESSEL (SERIAL

#4677)
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

6060 PARKLAND 

BLVD 

CLEVELAND, OH, 

USA

	 	ALCAN

PRIMARY

PRODUCTS

CORPORATION

6150 PARKLAND

BLVD STE #200
	 	09-0004094440

FEBRUARY 11,

2009
	 	5 Years
	 	stock of Alcan
Aluminum Sheet
ingot consisting of
alloys 5182-01 and
5182-05 in cross
sections of 28in. x






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	File No. and Date	 	Registration/Renewal	 	 
	Debtor(s)	 	Secured Party(ies)	 	of Registration	 	Period (years)	 	Collateral Description
	44124

	 	MAYFIELD

HEIGHTS, OH,

USA

44124	 	 	 	 	 	66.7in. x 300in. and
28in. x 66.7in x
267in. maintained at
the warehouse of
Consignee located at
Logal Aluminum,
Russelville,
Kentucky
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

302 MAYDE RD 

BEREA, KY, USA 

40403

	 	MARLIN

LEASING CORP

300 FELLOWSHIP

RD

MOUNT LAUREL,

NJ, USA

08054
	 	09-0006074773

MARCH 3, 2009
	 	5 Years
	 	(1) VB8 C1D2
COMPLETE KIT
#41147, “AND ALL
REPLACEMENTS,
SUBSTITUTIONS,
ACCESSIONS,
ADD-ONS, AND
ALL PROCEEDS
AND ACCOUNTS
OF THE DEBTOR
ARISING OUT OF
OR RELATED TO
THE
FOREGOING.”
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

448 COUNTY 

ROUTE 1A 

OSWEGO, NY, 

USA 

13126

	 	DE LAGE 

LANDEN 

FINANCIAL 

SERVICES, INC. 

1111 OLD EAGLE 

SCHOOL RD 

WAYNE, PA, USA 

19087
	 	09-0031022794

NOVEMBER 6,

2009
	 	5 Years
	 	ALL EQUIPMENT
LEASED OR
FINANCED BY
SECURED PARTY
TO OR FOR
DEBTOR
PURSUANT TO
SECURED
PARTY’S
CONTRACT
NUMBER
25004847.
TOGETHER WITH
ALL ADDITIONS,
ATTACHMENTS,
ACCESSORIES
AND
SUBSTITUTIONS
TO OR FOR THE
SAME, AND ALL
PROCEEDS OF
THE FOREGOING
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

6060 PARKLAND 

BLVD 

MAYFIELD 

HEIGHTS, OH, 

USA 

44124

	 	GLENCORE LTD. 

301 TRESSER 

BLVD 

THREE 

STAMFORD 

PLAZA 

STAMFORD, CT, 

USA 

06901
	 	10-0007215046

MARCH 12, 1010
	 	5 Years
	 	PRIMARY
ALUMINUM
all of Glencore
Ltd.’s A7E, A7I,
P1020 AND/OR
P0610 OR ITS
EQUIVALENT
(collectively, the
“Product”) stored
from time to time at
the storage facility






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	File No. and Date	 	Registration/Renewal	 	 
	Debtor(s)	 	Secured Party(ies)	 	of Registration	 	Period (years)	 	Collateral Description
	 

	 	 	 	 	 	 	 	of Novelis
Corporation located
at (1) Novelis
Oswego Works, 448
County Route IA,
Oswego, NY, (2)
Novelis Berea
Recycling Plant, 302
Mayde Road, Berea,
NY, (3) Novelis
Greensboro
Recycling Plant,
Willow Run Road,
Greensboro, GA and
(4) Novelis
Russellville Rolled
Products, Highway
431 North,
Russelville, KY (the
“Facility”), and held
in demarcated
segregated storage
areas at the Facility
which are bounded
by painted lines or
some other method
and which are
conspicuously
marked “Property of
Glencore Ltd.” and
(ii) all proceeds of
such Product.
	 
	 	 	 	 	 	 	 	 
	NOVELIS INC, 

3399 PEACHTREE 

RD NE 

ATLANDA, GA, 

USA 

30326-1120

	 	DOCUTEAM INC. 

PO BOX 609

CEDAR RAPIDS, 

IA, USA 

54206
	 	10-0021462773

JULY 26, 2010
	 	5 Years
	 	Various Sharp
Copier, Printer and
Fax Systems AND
ALL PRODUCTS,
PROCEEDS AND
ATTACHMENTS.
	 
	 	 	 	 	 	 	 	 
	NOVELIS 

CORPORATION 

1261 WILLOW 

RUN RD 

GREENSBORO, 

GA, USA 

30642


NOVELIS 

CORPORATION 

302 MAYDE RD 

BEREA, KY, USA 

40403

	 	NOBLE 

AMERICAS 

CORP. 

333 LUDLOW 

STREET 

STE 1230

STAMFORD, CT, 

USA 

06902
	 	10-0032081671

NOVEMBER 5,

2011
	 	5 Years
	 	VALUE =
$650,000.00
QUANTITY =
550,000 lbs
PRODUCTS -
Aluminum (primary,
sow and tbar) which
have been, or at any
time in the future
are, now or hereafter
consigned by
consignor to
consignee
	 
	 	 	 	 	 	 	 	 
	NOVELIS INC.
6060 PARKLAND
BLVD.
CLEVELAND, OH,
USA
44124

	 	ALCAN

PRIMARY

PRODUCTS

CORPORATION

6150 PARKLAND
	 	200901717

FEBRUARY 6,

2009
	 	5 Years
	 	a consignment stock
of approximately 1.3
million pounds of
Alcan Aluminum
Sheet ingot






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	File No. and Date	 	Registration/Renewal	 	 
	Debtor(s)	 	Secured Party(ies)	 	of Registration	 	Period (years)	 	Collateral Description
	 

	 	BLVD. 

SUITE #200

MAYFIELD 

HEIGHTS, OH, 

USA 

44124
	 	 	 	 	 	consisting of alloy
AA 3003 in cross
sections of 28in. x
53in. and 28in. x
64.5in. and alloy
X528 in cross
sections of 28in. x
53in. and 28in. x
58in., maintained at
the warehouse of
Consignee located at
Oswego, New York







 











 





Schedule 6.04(b)




Existing Investments


Investments as set forth in Schedule 10 to the Perfection Certificates delivered by each of the
Loan Parties.




EXISTING INTERCOMPANY INVESTMENTS




	 	 	 	 	 	 	 	 	 	 	 
	Lender	 	Borrower	 	Currency	 	Amount	 	Issue Date	 	Maturity
	Novelis Inc.

	 	Novelis Aluminium Holding Company
	 	EUR
	 	293,834,842.	 	1/7/2005
	 	1/7/2015
	 
	Novelis Inc.

	 	Novelis Luxembourg S.A.
	 	EUR
	 	15,000,000.	 	2/3/2005
	 	2/3/2015
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	80,000,000.	 	7/6/2007
	 	5/31/2012
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	5,000,000.	 	7/6/2007
	 	5/31/2012
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	25,000,000.	 	7/6/2007
	 	5/31/2012
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	25,000,000.	 	7/6/2007
	 	5/31/2012
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	15,000,000.	 	1/5/2008
	 	1/5/2013
	 
	Novelis Inc.

	 	Novelis Aluminium Holding Company
	 	EUR
	 	87,291,599.	 	7/10/2008
	 	2/3/2015
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	5,000,000.	 	3/11/2008
	 	3/11/2013
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	30,000,000.	 	8/4/2008
	 	8/4/2013
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	30,000,000.	 	8/4/2008
	 	8/4/2013
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	20,000,000.	 	8/4/2008
	 	8/4/2013
	 
	Novelis Inc.

	 	Novelis AG
	 	EUR
	 	121,421,203.34	 	11/4/2009
	 	1/13/2015
	 
	Novelis AG

	 	Novelis Switzerland SA
	 	CHF
	 	60,000,000.	 	12/29/2009
	 	12/29/2010
	 
	Novelis Inc.

	 	Novelis do Brasil Ltda.
	 	USD
	 	15,000,000.	 	12/29/2009
	 	9/15/2013
	 
	Novelis Inc.

	 	Novelis Corporation
	 	USD
	 	50,000,000.	 	5/20/2010
	 	5/20/2011
	 
	Novelis do Brasil Ltda.

	 	Novelis Corporation
	 	USD
	 	15,000,000.	 	6/25/2010
	 	12/31/2010
	 
	Novelis Inc.

	 	Novelis Corporation
	 	USD
	 	226,000,000.	 	7/9/2010
	 	7/8/2011






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Lender	 	Borrower	 	Currency	 	Amount	 	Issue Date	 	Maturity
	Novelis Inc.

	 	Novelis Corporation
	 	USD
	 	120,000,000.	 	8/12/2010
	 	8/12/2011
	 
	Novelis Europe Holdings Limited

	 	Novelis AG
	 	USD
	 	11,291,082.88	 	9/30/2010
	 	12/30/2010
	 
	Novelis do Brasil Ltda.

	 	Novelis Corporation
	 	USD
	 	20,000,000.	 	9/30/2010
	 	3/31/2011
	 
	Novelis Brand LLC

	 	Novelis Services Limited
	 	USD
	 	66,440,400.87	 	9/28/2010
	 	7/6/2014
	 
	Novelis No. 1 Limited Partnership

	 	Novelis Brand LLC
	 	USD
	 	106,440,400.87	 	9/28/2010
	 	7/6/2014
	 
	Novelis Technology AG

	 	Novelis AG
	 	CHF
	 	916,000.	 	11/30/2010
	 	1/31/2011
	 
	Novelis PAE S.A.S.

	 	Novelis AG
	 	EUR
	 	9,537,512.95	 	12/9/2010
	 	12/23/2010
	 
	Novelis Laminés France SAS

	 	Novelis AG
	 	EUR
	 	5,793,614.34	 	12/15/2010
	 	1/14/2011
	 
	Novelis AG

	 	Novelis Italia SpA
	 	EUR
	 	13,000,000.	 	12/15/2010
	 	1/14/2011






 









 






Schedule 9.01(b)




Cash Management



Canada




	 	 	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	ACCOUNT
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	NUMBERS
	
Novelis Inc.

	 	Disbursement
	 	Canada
	 	Citibank -Canada
	 		 
	Novelis Inc.

	 	Disbursement
	 	Canada
	 	Citibank -Canada
	 		 
	Novelis Inc.

	 	Disbursement
	 	United Kingdom
	 	Citibank -London
	 		 
	Novelis Inc.

	 	Disbursement
	 	United Kingdom
	 	Citibank -London
	 		 
	Novelis Inc.

	 	Disbursement
	 	United Kingdom
	 	Citibank -London
	 		 
	Novelis Inc.

	 	Lockbox,
Consolidation
	 	Canada
	 	RBC
	 		 
	Novelis Inc.

	 	Lockbox,
Consolidation
	 	Canada
	 	RBC
	 		 
	Novelis Inc

	 	Concentration
	 	Canada
	 	RBC
	 		 
	Novelis Inc

	 	Concentration
	 	Canada
	 	RBC
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Montreal (CAD
Payroll)
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Montreal (Payroll
Kingston)
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Montreal (Saguenay)
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Montreal (Foil Etobicoke)
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Montreal Local Kingston CAD
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Kingston CAD
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Montreal Local
Kingston USD
	 		 
	Novelis Inc.

	 	Local-Pooled
	 	Canada
	 	RBC Montreal Foil
Etobicoke
	 		 
	Novelis Inc.

	 	Lockbox
	 	Canada
	 	RBC
	 	
	Novelis Inc.

	 	Lockbox
	 	Canada
	 	RBC
	 		 
	Novelis Inc.

	 	Lockbox
	 	Canada
	 	RBC
	 	
	Novelis Inc.

	 	Lockbox
	 	Canada
	 	RBC
	 	
	Novelis Inc.

	 	Lockbox
	 	Canada
	 	RBC
	 	
	Novelis Inc.

	 	Lockbox
	 	Canada
	 	RBC
	 		 
	Novelis Inc.

	 	Concentration
	 	USA
	 	Deutsche Bank NY
	 		 
	Novelis Inc.

	 	Disbursement
	 	USA
	 	Deutsche Bank NY
	 		 
	Novelis Inc.

	 	EUR Cash Pool
	 	Germany
	 	Deutsche Bank Hannover
	 		 
	Novelis Inc

	 	Investment
Account USA
	 	 	 	JPMorgan NY
	 		 
	 
	United States
	 	 	TYPE OF	 	 	 	BANK OR	 	ACCOUNT
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	NUMBERS
	Novelis Corporation

	 	Overdraft
	 	U.S.
	 	Citibank NY
	 		 
	Novelis Corporation

	 	Disbursement -US
	 	U.S.
	 	Citibank Delaware
	 		 
	Novelis Corporation

	 	Concentration
	 	U.S.
	 	PNC
	 		 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	ACCOUNT
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	NUMBERS
	Novelis Corporation

	 	Benefits -ZBA
	 	U.S.
	 	PNC
	 		 
	Novelis Corporation

	 	Pension Payroll
	 	U.S.
	 	PNC
	 		 
	Novelis Corporation

	 	Lockbox -Trade
	 	U.S.
	 	Bank of America
	 		 
	Novelis Corporation

	 	Lockbox -Misc
	 	U.S.
	 	Bank of America
	 		 
	Novelis Corporation

	 	Disbursement
	 	U.S.
	 	Compass Federal

Credit Union
	 		 
	Novelis Corporation

	 	Disbursement
	 	U.S.
	 	AA Federal Credit
Union
	 		 
	Novelis Corporation

	 	DDA
	 	U.S.
	 	Compass Federal

Credit Union
	 		 
	Novelis Corporation

	 	DDA
	 	U.S.
	 	Bank of America
	 		 
	Novelis Corporation

	 	DDA
	 	U.S.
	 	Deutsche Bank
	 		 
	Novelis Corporation

	 	Disbursement
	 	U.S.
	 	Deutsche Bank
	 		 
	Novelis Corporation

	 	Benefits -ZBA
	 	U.S.
	 	Deutsche Bank
	 		 
	Novelis Corporation

	 	Cash Pool
	 	U.S.
	 	Deutsche Bank
	 		 
	Novelis Corporation

	 	Investment Account
	 	U.S.
	 	JPMorgan — NY
	 		 
	Novelis Corporation

	 	Imprest
	 	U.S.
	 	Fairmont Federal

Credit Union
	 		 
	Novelis Corporation

	 	Dental
	 	U.S.
	 	JP Morgan
	 		 
	Novelis North

	 	DDA
	 	U.S.
	 	Citibank
	 		 
	America Holdings
Inc.
	 	 	 	 	 	 	 	 	 	 





United Kingdom




	 	 	 	 	 	 	 
	Account Bank	 	Jurisdiction	 	Security Account Numbers	 	Security Account name
	HSBC Bank plc 

City of London Corporate 

Office 

Canary Wharf 
London 
E14 5HQ 

Sort Code: 40-02-50

	 	U.K.
	 		 	Novelis UK Ltd 

Novelis UK Ltd 

Novelis Europe Holdings Limited 


Novelis UK Ltd.
	 
	 	 	 	 	 	 
	HSBC Bank plc 

City of London Corporate 

Office 

Canary Wharf 
London 
E14 5HQ 

Sort Code: 40-05-15

	 	U.K.
	 		 	Novelis UK Ltd. 







Novelis Europe Holdings Limited
	 
	 	 	 	 	 	 
	Commerzbank AG,
 London
Branch 
60 Gracechurch
Street 
London EC3V 0HR 

Sort Code: 40-62-01

	 	U.K.
	 		 	Novelis UK Ltd.







 











 






	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	 
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis Europe
	 	 	 	 	 	 	 	 
	Holdings Limited
	 	Current Account	 	UK	 	HSBC Bank Plc.	 	
	Novelis Europe
	 	 	 	 	 	 	 	 
	Holdings Limited
	 	Current Account	 	UK	 	HSBC Bank Plc.	 	
	Novelis Europe
	 	 	 	 	 	 	 	 
	Holdings Limited
	 	Current Account	 	UK	 	HSBC Bank Plc.	 	
	Novelis Services
	 	 	 	 	 	 	 	 
	Limited
	 	DDA	 	U.S.	 	Citibank	 	
	Novelis Services
	 	 	 	 	 	 	 	 
	Limited
	 	DDA	 	U.S.	 	Deutsche Bank	 	





Switzerland




	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	 
	OWNER	 	ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Master Cash Pool
	 	 	 	Commerzbank	 	 
	Novelis AG

	 	Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	Account Receivable	 	 	 	 	 	 
	Novelis AG

	 	/ Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	 

	 	Account Receivable	 	 	 	 	 	 
	Novelis AG

	 	/ Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	 

	 	Account Receivable	 	 	 	 	 	 
	Novelis AG

	 	/ Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	 

	 	Account	 	 	 	 	 	 
	Novelis AG

	 	Receivable/Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	Novelis

	 	Account Receivable	 	 	 	 	 	 
	Technology AG

	 	/ Payable
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Commezzbank
	 	
	Novelis AG

	 	Purchaser Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	 	 	 	 	Commerzbank
	 	
	Novelis AG

	 	Purchaser Accounts
	 	Germany
	 	Berlin
	 	






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	 

	 	 	 	 	 	Commerzbank
	 	
	Novelis AG

	 	Purchaser Accounts
	 	Germany
	 	Berlin
	 	
	 

	 	 	 	 	 	Commerzbank
	 	
	Novelis AG

	 	Purchaser Accounts
	 	Germany
	 	Berlin
	 	
	Novelis
	 	 	 	 	 	 	 	 
	Switzerland SA

	 	Current Account
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	Novelis
	 	 	 	 	 	 	 	 
	Switzerland SA

	 	Current Account
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	Novelis
	 	 	 	 	 	 	 	 
	Switzerland SA

	 	Current Account
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	Novelis
	 	 	 	 	 	 	 	 
	Switzerland SA

	 	Current Account
	 	Switzerland
	 	Credit Suisse Zürich
	 	
	Novelis

	 	 	 	 	 	Commerzbank	 	 
	Switzerland SA

	 	Cash Pool
	 	Germany
	 	Berlin
	 	
	Novelis

	 	 	 	 	 	Commerzbank	 	 
	Switzerland SA

	 	Cash Pool
	 	Germany
	 	Berlin
	 	
	Novelis

	 	 	 	 	 	Commerzbank	 	 
	Switzerland SA

	 	Cash Pool
	 	Germany
	 	Berlin
	 	
	Novelis

	 	 	 	 	 	Commerzbank	 	 
	Switzerland SA

	 	Cash Pool
	 	Germany
	 	Berlin
	 	





Germany




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Main Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Payable Metal Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Pension Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Fees Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	Security and Reserve	 	 	 	 	 	
	Deutschland GmbH
	 	Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Deposit Account	 	Germany	 	Commerzbank	 	






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	JURISDICTION	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Deposit Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Deposit Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	Account Receivable /	 	 	 	 	 	
	Deutschland GmbH
	 	Payable	 	Germany	 	Commerzbank	 	
	Novelis
	 	Account Receivable /	 	 	 	 	 	
	Deutschland GmbH
	 	Payable	 	Germany	 	Commerzbank	 	
	Novelis
	 	Account Receivable /	 	 	 	 	 	
	Deutschland GmbH
	 	Payable	 	Germany	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Pension Account	 	Germany	 	Commerzbank	 	
	Novelis
	 	Account Receivable /	 	 	 	 	 	
	Deutschland GmbH
	 	Payable	 	Spain	 	Commerzbank	 	
	Novelis
	 	Account Receivable /	 	 	 	 	 	
	Deutschland GmbH
	 	Payable	 	United Kingdom	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	Nordea Pamki	 	
	Deutschland GmbH
	 	Account Payable	 	Finland	 	Suomi Oyi	 	
	Novelis
	 	Account Payable -	 	 	 	 	 	
	Deutschland GmbH
	 	Closing Planned	 	Denmark	 	Den Danske Bank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Account Payable	 	Belgium	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Account Payable	 	Netherlands	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Account Payable	 	Belgium	 	Fortis Bank	 	
	Novelis
	 	 	 	 	 	ABN AMRO Bank	 	
	Deutschland GmbH
	 	Account Payable	 	Netherlands	 	NV	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Account Payable	 	Spain	 	Commerzbank	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Account Payable	 	Austria	 	Bank Austria	 	
	Novelis
	 	 	 	 	 	 	 	
	Deutschland GmbH
	 	Account Payable	 	Hungary	 	Commerzbank BANK	 	
	Novelis
	 	 	 	 	 	HANDLOWY W	 	
	Deutschland GmbH
	 	Account Payable	 	Poland	 	WARSZAWIE SA	 	







 











 





Exhibit A




ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL



FAX ALONG WITH COMMITMENT LETTER TO: Account Officer




FAX # 312-453-5555



	 	 	 	 	 	 	 	 	 	 	 	 	 

	I.

	 	Company Name:
	 	Novelis Inc.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	$ 	 	 	 	 	 	 	Type of Credit Facility
	 	ABL
	 

	 	 
	 	 

	 	 	 





II. Legal Name of Lender of Record for Signature Page:




 




	 	 	 	 	 	 	 	 

	•

	 	Signing Credit Agreement
	 	o YES
	 	o NO
	•

	 	Coming in via Assignment
	 	o YES
	 	o NO
	•

	 	Swiss Qualifying Bank
	 	o YES
	 	o NO
	•

	 	Specified Foreign Currency Capacity
	 	o YES
	 	o NO






	 	 	 	 	 

	III. 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)




	 	 	 	 	 

	IV. Domestic Address:

	 	V. Eurodollar Address:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 
	 
	 	 	 	 
	 


	 	 

	 	 






VI. Contact Information:




Syndicate level information (which may contain material non-public information about the
Borrower and its related parties or their respective securities) will be made available to the
Credit Contact(s). The Credit Contacts identified must be able to receive such information in
accordance with his/her institution’s compliance procedures and applicable laws, including Federal
and state securities laws.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Primary	 	Secondary	 	 
	 	 	Credit Contact	 	Operations Contact	 	Operations Contact	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Telephone:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Facsimile:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	E Mail Address:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Does Secondary Operations Contact need copy of notices? o YES  o NO












1









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




	 	 	 	 	 	 	 	 	 
	 	 	Letter of Credit	 	Draft Documentation	 	 	 	 
	 	 	Contact	 	Contact	 	Legal Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Telephone:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Facsimile:

	 	 

	 	 

	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	E Mail Address:

	 	 

	 	 

	 	 

	 	 






VII. Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance Fed
Wire Payment Instructions (if applicable):




	 	 	 	 	 

	Pay to:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

(Bank Name)
	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

(ABA #)
	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

(Account #)
	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 

(Attention)
	 	 






VIII. Lender’s Fed Wire Payment Instructions:




	 	 	 	 	 	 	 

	Pay to:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Bank Name)	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(ABA#) 	 	(City/State) 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Account #)
	 	(Account Name)	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Attention)	 	 	 	 






IX. Lender’s Foreign Wire Payment Instructions:




	 	 	 	 	 	 	 

	Pay to:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Bank Name)
	 	               (Currency)	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Swift/Routing #)
	 	(City/Country)	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Account #)
	 	(Account Name)	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(FFC Account #)
	 	(FFC Account Name)	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Attention)	 	 	 	 











2









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




X. Organizational Structure and Tax Status



Please refer to the enclosed withholding tax instructions below and then complete this section
accordingly:




	 	 	 

	Lender Taxpayer Identification Number (TIN):

	 	___ ___ - ___ ___ ___ ___ ___ ___






Tax Withholding Form Delivered to Bank of America*:




	 	 	 	 	 

	 


	 	 	 	W-9 
	 
	 	 	 	 
	 

	 	 	 	W-8BEN 
	 
	 	 	 	 
	 

	 	 	 	W-8ECI 
	 
	 	 	 	 
	 


	 	 	 	W-8EXP 
	 
	 	 	 	 
	 


	 	 	 	W-8IMY 





NON—U.S. LENDER INSTITUTIONS



1. 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 a Form W-8 ECI.
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.



2. 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, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, 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. Flow-through entities other than Qualified Intermediaries are required to
include tax forms for each of the underlying beneficial owners.



Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.









3









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL



U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must complete and
return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised
that we require an original form W-9.



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 on or prior to the date on which your
institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form
when requested will subject your institution to U.S. tax withholding.



*Additional guidance and instructions as to where to submit this documentation can be found at this
link:




	 	 	 
	

	 	Please mail or courier original form to:
	 

	 	Credit Services Department. - Attn: Tax Desk
101 North Tryon St. Mail Code: NC1-001-15-03
Charlotte, NC 28255
	IRS Tax Form Toolkit

	 	In advance, if you wish to confirm form
validity, you may send an electronic version of
the completed form to Shelly Sanders for review
at Fax: 704-602-5746      Phone 704 387-2407
	 

	 	E-mail: shelly.h.sanders@bankofamerica.com
	 
	 	 
	 

	 	Once validated, original form must be delivered
to the Tax Desk as specified above.





All particpants must have an ORIGINAL and VALID Tax Form (either a
w-9 or a w-8) on File with the Agent: 




	 	 	 	 	 	 	 	 	 	 	 

	•	 	Domestic Investors	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	W-9: Request for Taxpayer Identification Number and Certification	 	 
	•	 	Link to launch Form/Instructions:	http://www.irs.gov/pub/irs-pdf/fw9.pdf	 	 
	 

	 	 	 	 	 	 	 	http://www.irs.gov/pub/irs-pdf/iw9.pdf	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	•	 	Examples: Citibank, N.A., General Electric Credit Corporation, Wachovia Bank National Association	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	•	 	Non-Domestic Investors will file one of four W-8 Forms	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	W-8ECI: Certificate of Foreign Person’s Claim for Exemption from
Withholding on Income Effectively Connected with the Conduct of a Trade or
Business in the United States	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	•	 	Link to launch Form/Instructions:	http://www.irs.gov/pub/irs-pdf/fw8eci.pdf	 	 
	 

	 	 	 	 	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8eci.pdf	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	•	 	Example: loans booked with US branches of Foreign Banks like BNP
Paribas, New York Branch, Mizuho Corporate Bank, San Francisco Branch	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	W-8BEN: Certificate of Foreign Status of Beneficial Owner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	•	 	“A beneficial owner solely claiming foreign status or treaty benefits”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	•	 	Link to launch Form/Instructions:	http://www.irs.gov/pub/irs-pdf/fw8ben.pdf	 	 
	 

	 	 	 	 	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8ben.pdf	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	•	 	Example: Loans booked with a foreign “person” such as BNP Paribas,
Paris, France, Allied Irish Bank, Dublin	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Infrequently Used Forms Listed Below

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	W-8IMY: Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or
Certain U.S. Branches	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	•	 	“A person acting as an intermediary; a foreign partnership or foreign trust”.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	•	 	If a non-qualified intermediary, it is quite likely you will also need
to get a withholding form from all of the entities that have an
ownership share therein.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	•	 	Link to launch Form/Instructions:	http://www.irs.gov/pub/irs-pdf/fw8imy.pdf	 	 
	 

	 	 	 	 	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8imy.pdf 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	Example: Grand Cayman Asset Management LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	•	 	W-8EXP: Certificate of Foreign Government or Other Foreign Organization
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	•	 	“A foreign government, international organization, foreign central of
issue, foreign tax-exempt organization, foreign private foundation, or
government of a U.S possession”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	•	 	Link to launch Form/Instructions:	http://www.irs.gov/pub/irs-pdf/fw8exp.pdf	 	 
	 

	 	 	 	 	 	 	 	http://www.irs.gov/pub/irs-pdf/iw8exp.pdf	 	 






•     Example: UNESCO



Bank of America, N.A.

September 2006




X. Bank of America Payment Instructions:




Pay to:



BANK OF AMERICA, NA

NEW YORK, NY

ABA 026009593

ACCT # 1366212250600

ACCT NAME: CREDIT SERVICES

REF: NOVELIS CORPORATION



3/1/07 Revision







4











 





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 Administrative 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 Brand LLC,
Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis North
America Holdings Inc. and Novelis Acquisitions LLC][Novelis UK Ltd][Novelis AG]
	 
	 	 
	4. Administrative Agent:

	 	Bank of America, N.A., as administrative agent under the Credit Agreement
	 
	 	 
	5. Credit Agreement:

	 	The Credit Agreement, dated as of December 17, 2010 (as amended, restated,
supplemented, extended, renewed, refunded, replaced, refinanced or otherwise
modified from time to time in one or more agreements, the “Credit Agreement”),
among NOVELIS INC., a corporation amalgamated








 




			
	1	 	Select as applicable.





EXHIBIT B-1




 









 








	 	 	 

	 

	 	under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation,
and the other U.S.subsidiaries of the Parent Borrower from time to time signatory thereto
as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation formed under the Canada
Business Corporations Act, the Subsidiary Guarantors from time to time
party thereto (such term and each other capitalized term used but not
defined herein having the meaning given to it in the Credit Agreement),
the Lenders from time to time party thereto, BANK OF AMERICA, N.A., as
Administrative Agent and Collateral Agent, and the other parties party
thereto.






6. Assigned Interest:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	 	 	 	 	 
	 	 	[Revolving	 	 	Amount of	 	 	Percentage Assigned	 
	 	 	Commitments/	 	 	[Revolving	 	 	of [Revolving	 
	 	 	Revolving Loans]	 	 	Commitments/	 	 	Commitments/	 
	 	 	for all	 	 	Revolving Loans]	 	 	Revolving	 
	Facility Assigned	 	Lenders2	 	 	Assigned2	 	 	Loans]3	 
	[U.S. Revolving Loans]
	 	$	 	 	 	$	 	 	 	 	%	 
	[Swiss Revolving
Loans]
	 	 	 	 	 	 	 	 	 	 	 	 
	[U.K. Revolving Loans]
	 	 	 	 	 	 	 	 	 	 	 	 
	[European Swingline
Loans]
	 	 	 	 	 	 	 	 	 	 	 	 





7. Swiss Qualifying Bank: Assignee [is][is not] a Swiss Qualifying Bank.



8. [Trade Date: _____________ ]4






 




			
	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.
	 
	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-2





 









 







Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE 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:  	 	 
	 
	 	[NOVELIS AG,

     as European Administrative Borrower]7

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	5	 	This date may not be fewer than 5 Business
days after the date of assignment unless the Administrative Agent otherwise
agrees.
	 
	6	 	To be added only if the approval of such
person is required by the terms of the Credit Agreement.
	 
	7	 	To be added only if the approval of such
person is required by the terms of the Credit Agreement.





EXHIBIT B-3





 









 







 








					
	 	




BANK OF AMERICA, N.A.,

     as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[BANK OF AMERICA, N.A.,

     as an Issuing Bank and as

     U.S. Swingline Lender]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	



	 

	 
	[____________________],



     as an Issuing Bank  
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

     as European Swingline Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT B-4








 









 








ANNEX 1 to Assignment and Assumption




NOVELIS INC.

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
Administrative Agent or any other Lender, (vi) if it is not already a Lender under the Credit
Agreement, attached to the Assignment and Assumption is an Administrative Questionnaire in the form
of Exhibit A to the Credit Agreement, (vii) to the extent required by the Credit Agreement,
the Administrative 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; (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 Sections 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); and (c) hereby




EXHIBIT B-ANNEX 1-1





 









 







expressly consents to, ratifies (genehmigt) and confirms the declarations and acts made by the
Collateral Agent on behalf and in the name of the Assignee as Future Pledgee (as defined in the
relevant German Security Agreement) in the German Security Agreements. The Assignee confirms that
it is aware of the contents of the German Security Agreements.



2. Payments. From and after the Effective Date, the Administrative 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 by one or more of the parties hereto on any number of separate
counterparts, each of which shall be an original, but all of which, taken together, shall
constitute one original agreement. Delivery of an executed counterpart of this Assignment and
Assumption by facsimile, email or other electronic transmission (including in portable document
format (“pdf”) or other similar format) shall be effective as delivery of a manually
executed counterpart hereof. 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-2





 











 





EXHIBIT C




Form of

BORROWING REQUEST




Bank of America, N.A.,

as Administrative Agent for

the Lenders referred to below,

135 South LaSalle Street, Suite 927, IL4-135-09-27

Chicago, Illinois 60603



Attention: Account Officer




Re: NOVELIS



[Date]



Ladies and Gentlemen:



Reference is made to the Credit Agreement, dated as of December 17, 2010 (as amended, restated,
supplemented, extended, renewed, refunded, replaced, refinanced or otherwise modified from time to
time in one or more agreements, the “Credit Agreement”), among NOVELIS INC., a corporation
amalgamated under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS
CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower from time
to time signatory thereto as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation formed
under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time party
thereto (such term and each other capitalized term used but not defined herein having the meaning
given to it in the Credit Agreement), the Lenders from time to time party thereto, BANK OF AMERICA,
N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto.
[Administrative Borrower][European Administrative Borrower] hereby gives you notice pursuant to
[Section 2.03]1[Section 2.17(e)]2 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]
	 

	 	[U.K. Revolving Loans]
	 

	 	[Swiss Revolving Loans]
	 

	 	[European Swingline Loans]
	(B) Approved Currency of Borrowing
	 	 








 




			
	1	 	Include for each Borrowing that is not a
European Swingline Loan.
	 
	2	 	Include if the European Administrative
Borrower is requesting a European Swingline Loan.




EXHIBIT C-1









 










	 	 	 	 

	(C) Principal amount of
Borrowing3
	 	 
	 
	 	 
	(D) Date of Borrowing
(which is a Business Day)
	 	 
	 
	 	 
	(E) Type of Borrowing

	 	[Base Rate][EURIBOR Rate][LIBOR]4
	 
	 	 
	(F) Interest Period and the last day
thereof5
	 	 
	 
	 	 
	(G) Funds are requested to be disbursed to Borrower’s
account with [                    ] (Account No.                     ).
	 	 





[Administrative Borrower][European 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]






 




			
	3	 	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 Base Rate Loans and (ii) an integral multiple of $1.0 million and not less
than $5.0 million for Eurocurrency 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. 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.
	 
	4	 	Shall be EURIBOR Rate or LIBOR for European
Swingline Loans.
	 
	5	 	Shall be subject to the definitions of
“Eurocurrency Interest Period” or “EURIBOR Interest Period”, as applicable,
each as set forth in the Credit Agreement.




EXHIBIT C-2









 










	 	 	 	 	 
	 	[NOVELIS INC., as Administrative Borrower]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NOVELIS AG, as European 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 December 17, 2010 (as amended, restated, supplemented, extended, renewed, refunded, replaced,
refinanced or otherwise modified from time to time in one or more agreements, the “Credit
Agreement”), among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations
Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Parent Borrower from time to time signatory thereto as borrowers, NOVELIS UK
LTD, 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
METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary
Guarantors from time to time party thereto (such term and each other capitalized term used but not
defined herein having the meaning given to it in the Credit Agreement), the Lenders from time to
time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and the
other parties party thereto:




     (a) Attached hereto as Schedule 1 are detailed calculations1
demonstrating compliance by Parent Borrower and its Restricted Subsidiaries with Section
6.10 of the Credit Agreement. Parent Borrower and its Restricted Subsidiaries are in
compliance with Section 6.10 of the Credit Agreement as of the date hereof.




     (b) [Attached hereto as Schedule 2 is the report of [accounting
firm.]]2




     (c) The Parent Borrower and its Restricted Subsidiaries were 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 [                    ].




     (d) No Default has occurred under the Credit Agreement which has not been previously
disclosed, in writing, to the Administrative Agent pursuant to a Compliance
Certificate.3




     (e) Attached hereto as Schedule 3 are detailed calculations showing a
reconciliation of Consolidated EBITDA (Fixed Charge) to the net income set forth on the
statement of income, on a quarterly basis.




     (f) Attached hereto as Schedule 4 are copies of financial statements,
consolidated balance sheets, statements of income and cash flows separating out the results
of Parent Borrower





 




			
	1	 	Calculations shall be in reasonable detail
satisfactory to the Administrative Agent (including a breakdown of such
computations on a quarterly basis and including a calculation of Consolidated
Fixed Charge Coverage Ratio whether or not a Covenant Trigger Event has
occurred).
	 
	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.
	 
	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 a corrective action taken or
proposed to be taken with respect thereto (include, as applicable, information
regarding actions, if any, taken since delivery of the prior Compliance
Certificate).




EXHIBIT D-1









 











and is Restricted Subsidiaries, on the one hand, and any Unrestricted Subsidiaries, on the
other hand.



[Signature Page Follows]






EXHIBIT D-2









 








Dated this __ day of                    , 201_.





	 	 	 	 	 
	 	[
 
 	 	]
 
 
	 	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









 





SCHEDULE 4




Bifurcated Financial Statements



[See attached]




EXHIBIT D-7











 





EXHIBIT E




Form of

INTEREST ELECTION REQUEST




Bank of America, N.A.,

as Administrative Agent for

the Lenders referred to below,

135 South LaSalle Street, Suite 927, IL4-135-09-27

Chicago, Illinois 60603



Attention: Account Officer




[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 December 17, 2010 (as amended, restated, supplemented, extended, renewed,
refunded, replaced, refinanced or otherwise modified from time to time in one or more agreements,
the “Credit Agreement”), among NOVELIS INC., a corporation amalgamated under the Canada Business
Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other
U.S. subsidiaries of the Parent Borrower from time to time signatory thereto as borrowers, NOVELIS
UK LTD, 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 METALS INC., a corporation formed under the Canada Business Corporations Act, the
Subsidiary Guarantors from time to time party thereto (such term and each other capitalized term
used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders
from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral
Agent, and the other parties party thereto.




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] [available/originally made on [__________]], in
[________]2




2. [and all presently being maintained as/ issued as] [Base Rate Loans] [Eurocurrency Loans]
[EURIBOR Loans],




3. be [established as] [converted into] [continued as],




4. [[Eurocurrency Loans] [EURIBOR Loans] having an Interest Period of [one/two/three/six]
months].


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:






 




			
	1	 	Shall be a Business Day that is three
Business Days following the date of this Interest Election Request in the case
of conversion into/continuation of Eurocurrency Loans or EURIBOR Loans to the
extent this Interest Election Request is delivered to the Administrative Agent
not later than 12:00 a.m., New York time on the date hereof, otherwise the
fourth Business Day following the date of delivery hereof.
	 
	2	 	Specify Alternate Currency of Borrowing, if
applicable.




EXHIBIT E-1









 











(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]



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 December 17, 2010 (as amended, restated,
supplemented, extended, renewed, refunded, replaced, refinanced or otherwise modified from time to
time in one or more agreements, the “Credit Agreement”), among NOVELIS INC., a corporation
amalgamated under the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS
CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower from time
to time signatory thereto as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation formed
under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time party
thereto (such term and each other capitalized term used but not defined herein having the meaning
given to it in the Credit Agreement), the Lenders from time to time party thereto, BANK OF AMERICA,
N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto.




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 Administrative Agent, the 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 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







EXHIBIT F-1









 







unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



4. Counterparts. This Joinder Agreement may be executed by one or more of the parties hereto on
any number of separate counterparts, each of which shall be an original, but all of which, taken
together, shall constitute one original agreement. Delivery of an executed counterpart of this
Joinder Agreement by facsimile, email or other electronic transmission (including in portable
document format (“pdf”) or other similar format) shall be 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 LAW 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:



BANK OF AMERICA, N.A., as

        Administrative Agent and as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for Notices:



Bank of America, N.A.,

as Administrative Agent for

the Lenders referred to below,

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, Illinois 60603



Attention: Account Officer

 	 



EXHIBIT F-3









 






	 	 	 	 	 



[Note: Schedules to be attached.]





EXHIBIT F-4












 





Exhibit G




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 [________________,201__] by and between ________________________, having an
office at _________________________ (“Landlord”) and BANK OF AMERICA, N.A., having an office at 135
S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 60603, 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”) 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. [Lessee]1 has entered into (i) that certain Credit Agreement, dated as
of December 17, 2010 (as amended, restated, supplemented, extended, renewed, refunded, replaced,
refinanced or otherwise modified from time to time in one or more agreements, the “Credit
Agreement”), among NOVELIS INC., a corporation amalgamated under the Canada Business Corporations
Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Parent Borrower from time to time signatory thereto as borrowers, NOVELIS UK
LTD, 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
METALS INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary
Guarantors from time to time party thereto (such term and each other capitalized term used but not
defined herein having the meaning given to it in the Credit Agreement), the Lenders from time to
time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and the
other parties party thereto pursuant to which the Lenders have agreed to make certain loans to,
among others, [Lessee]2 (collectively, the “Loans”), and (ii) that certain
Security Agreement, dated as of December 17, 2010 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Security Agreement”), made by Novelis, and the
Guarantors from to time to time party thereto, in favor of Collateral Agent.




          D. [Lessee is a subsidiary of a Borrower]3






 




			
	1	 	Insert name of applicable borrower
entities if Lessee is not the borrower under the Credit Agreement and create a
defined term “Borrower”.
	 
	2	 	Insert “Borrowers” if Lessee is not a
borrower under the Credit Agreement.
	 
	3	 	Delete this recital if Lessee is a
borrower under the Credit Agreement.




 









 










          E. [Lessee has, pursuant to the Credit Agreement among other things guaranteed the
obligations of Borrowers under the Credit Agreement and the other Documents evidencing and securing
the Loans.]4




          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, 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.]5.




          G. Collateral Agent has requested, pursuant to its rights under the Credit Agreement and the
Security Agreement, that Landlord execute this 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, restated, supplemented, extended, renewed or otherwise modified 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, (xi) Landlord is the record and beneficial owner of the Leased






 




			
	4	 	Delete this recital if Lessee is a
borrower under the Credit Agreement.
	 
	5	 	Include bracketed language if Leased
Premises are to be mortgaged.




-2-









 









Premises, and the Lease is not subordinate, and has not been subordinated by Landlord, to any
mortgage, lien or other encumbrance, (xii) 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, (xiii) 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 (xiv) Landlord, and the person or persons executing this certificate on
behalf of Landlord, have the power and authority to execute this Agreement.




          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,]6 in favor of Collateral Agent (for its benefit and
the benefit of the Secured Parties) 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.]7.




          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 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 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, Collateral Agent shall have such additional
period of time as may be reasonably necessary to cure such non-monetary default, so long as Lessee
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






 




			
	6	 	Include bracketed language if Leased
Premises are to be mortgaged.
	 
	7	 	Include bracketed language if Leased
Premises are to be mortgaged.




-3-









 









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.




          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
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
Collateral Agent (or a designee to be named by 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 Collateral Agent
shall elect not to exercise such right (such election to be made by Collateral Agent at its sole
discretion), Landlord will give 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
Lessee’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 LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW
PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.




          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.







-4-









 








          13. Landlord agrees that, so long as the Loans and Lessee’s Obligations under the Credit
Agreement remain outstanding and Collateral Agent retains an interest in the Personal Property
[and/or Lessee’s interest in the Leased Premises]8, 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.




[Signature Page Follows.]





 




			
	8	 	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:  	 	 
	 
	 	BANK OF AMERICA, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Schedule A




Description of Real Property






 









 








Schedule B




Description of Leases




	 	 	 	 	 	 	 	 	 

	Lessor

	 	Lessee
	 	Dated
	 	Modification
	 	Location/Property
Address
	 

	 	 
	 	 
	 	 
	 	 






 











 





EXHIBIT H




Form of

LC REQUEST



Dated [___]

BANK OF AMERICA, N.A., as Administrative Agent under the Credit Agreement, dated as of December 17,
2010 (as amended, restated, supplemented, extended, renewed, refunded, replaced, refinanced or
otherwise modified from time to time in one or more agreements, the “Credit Agreement”), among
NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent
Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent
Borrower from time to time signatory thereto as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation
formed under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time
party thereto (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders from time to time party thereto, BANK OF
AMERICA, N.A., as Administrative Agent, Collateral Agent and Issuing Bank, and the other parties
party thereto.



[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 [____]1 on [___]2 (the “Date of [Issuance] [Amendment]
[Renewal] [Extension]”) in the aggregate stated amount of [____]3. [Such Letter of
Credit was originally issued on [date].] The requested Letter of Credit [shall be] [is]
denominated in Approved Currency.



The beneficiary of the requested Letter of Credit [will be] [is] [____]4, and such
Letter of Credit [will be] [is] in support of [____]5 and [will have] [has] a stated
expiration date of [____]6. [Describe the nature of the amendment, renewal or
extension.]






 




			
	1	 	Note that if the LC Request is for (i) a U.S.
Letter of Credit for a Loan Party that is not the Parent Borrower, the Parent
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 and (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.
	 
	2	 	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 at least two
Business Days prior to the requested Date of Issuance (or such shorter period
as is acceptable to the Issuing Bank).
	 
	3	 	Aggregate initial stated amount of Letter of
Credit.
	 
	4	 	Insert name and address of beneficiary.
	 
	5	 	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.
	 
	6	 	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





EXHIBIT H-1




 









 







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 LC Exposure shall not exceed the 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 Adjusted Revolving
Exposure shall not exceed the Total Adjusted Borrowing Base, and (iv) 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.


Copies of all relevant documentation with respect to the supported transaction are attached hereto.




	 	 	 	 	 
	 	[                             ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NOVELIS INC., as Administrative Borrower]7

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	 	 	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.
	 
	7	 	Note that if the LC Request is for a U.S.
Letter of Credit for a Loan Party that is not the Parent Borrower, the Parent
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.





EXHIBIT H-2





 









 








	 	 	 	 	 
	 	[NOVELIS AG, as European 

Administrative Borrower]8

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	8	 	Note that if the LC Request is for 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.





EXHIBIT H-3





 











 





Exhibit I




 




					
	LaSalle Business Credit, LLC 

BORROWING BASE CERTIFICATE
	 	Client Name:
	 	Novelis Inc.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Loan ID.	 	 	ABLE ID	 	 	Report No.	 	 	1	 	 	Report Date:	 	 	 	 
	 	 	 	 	 	 	NOVELISUS	 	 	NOVELISCANADA	 	 	NOVELISUK	 	 	NOVELISSW	 	 	NOVELISSWING	 	 	Consolidated	 
	 	 	 	 	 	 	A/R01	 	 	A/R02	 	 	A/R03	 	 	A/R04	 	 	A/R05	 	 	TOTAL	 
	ACCOUNTS RECEIVABLE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acct’s Receivable	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning A/R Balance (From previous Report)	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Gross Sales (Invoices)	 	Collateral Addition	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Net Collection (Wt. LB, Cash Rec’d. @ LBCI)	 	Collateral Subtraction	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	 
	 	 	 	Collateral Subtraction	 	 	 	 	 	 	 	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	Non A/R Collections	 	Collateral Subtraction	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Discounts/Allowance	 	Discount (-)	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Credit Memos	 	Credit Memos (-)	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Adjustments Monthly Aging (+/-)	 	Adj. Aging (+/-)	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Adjustments (+/-)	 	Other Adj. (+/-)	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Adjustments (+/-)	 	Other Adj. (+/-)	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Non A/R Cash	 	Non A/R Cash (+)	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	 
	 	 	 	Net Collateral Adj.	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Collateral Balance	 	0.00	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ineligible
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	End of Month A/R Ineligible as of:
	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Temporary Ineligible
	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Total Ineligible
	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Eligible Collateral	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Advance Rate — Effective Adv. Rate	 	 	 	 	85.00	%	 	 	85.00	%	 	 	85.00	%	 	 	85.00	%	 	 	 	 	 	 	85.00	%
	Unapplied Cash — Balance from Previous Report	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	Check box below to include unapplied cash before Adv. Rate
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Addition
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	Subtraction
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	Net Change
	 	Unapplied Cash Adj.	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	o Adv Rate
	 	Current Unapplied Balance Balance	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eligible A/R
	 	 	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A/R Available for Advances
	 	Check to Apply A/R Limit þ	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	A/R Sub-Limit
	 	 	 	 	 	 	740,000,000.00	 	 	 	740,000,000.00	 	 	 	325,000,000.00	 	 	 	0.00	 	 	 	 	 	 	 	800,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	NOVELISUS	 	 	NOVELISCANADA	 	 	NOVELISUK	 	 	NOVELISSW	 	 	NOVELISSWING	 	 	 	 
	 	 	 	 	 	 	INV01	 	 	INV02	 	 	INV03	 	 	INV04	 	 	INV05	 	 	TOTAL	 
	INVENTORY:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INVENTORY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning Inventory as of Purchases Sales
	 	1/0/1900	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 
	 	 	 	Collateral Addition	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 
	 	 	 	Collateral Subtraction	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Inventory as of
	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ineligible Inventory
	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Eligible Inventory
	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Advance Rate
	 	 	 	 	74.3	%	 	 	66.6	%	 	 	70.6	%	 	 	 	 	 	 	 	 	 	 	0.0	%
	Eligible Inventory
	 		 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory Availability
	 	Check to Apply Inventory Limit þ	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Inventory Sub-Limit
	 	 	 	 	740,000,000.00	 	 	 	740,000,000.00	 	 	 	740,000,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	800,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GROSS AVAILABILITY (A/R AND INVENTORY)
	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Other Collateral (EQ) (RE) or (SA) (CapEx)
	 	Guaranty	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	AVAILABLE FOR ADVANCES
	 	Check to Apply Revolving Limit o	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revolving Limit
	 	 	 	 	 	 	740,000,000.00	 	 	 	60,000,000.00	 	 	 	325,000,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	800,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Advance Rate	 	NOVELISCAUSD	 	 	NOVELISCANADA	 	 	NOVELISUK	 	 	NOVELISSW	 	 	NOVELISSWING	 	 	 	 
	GUARANTEES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SBY Letter of Credit
	 	Rev o	 	0.00%	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Trade Letter of Credit
	 	Rev o	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	0.00	 
	Guarantees Total Reserves
	 	 	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	NOVELISCAUSD	 	 	NOVELISCANADA	 	 	NOVELISUK	 	 	NOVELISSW	 	 	NOVELISSWING	 	 	 	 	 
	LOAN ACTIVITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beginning Revolving Loan Balance (From Previous Report)	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LOAN
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Collections
	 	Net Collection	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Negative Loan Adj.
	 	Other Loan Sub.	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Advances
	 	Loan Adv. Request	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Addition (Interest, Fees, and Other Adjustments)
	 	Other Loan Addition	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ending Revolving Loan Balance (Revolving Loan)	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RESERVES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reserves
	 	Check to Apply to Credit Line o	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	Reserves
	 	Check to Apply to Credit Line o	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Availability
	 	 	 	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Lines
	 	Check to Apply to Avail. þ	 	 	 	 	740,000,000.00	 	 	 	       740,000,000.00	 	 	 	       740,000,000.00	 	 	 	       800,000,000.00	 	 	 	0.00	 	 	 	      800,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 

	BORROWER’S COMMENTS	 	The undersigned hereby represents and warrants to LaSalle Business Credit,
LLC, a division of ABN AMRO Bank, N.V. that the information set 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 definitions 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).
	 
	 	 	 	 
	 

	 	Alejandro Bisogno	 	 
	 

	 	 
	 	 
	 

	 	Prepared By:
	 	Authorized Signature







1 of 6











 





Exhibit J




[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




NOVELIS CORPORATION,




as Mortgagor,




TO




BANK OF AMERICA, N.A.




as Collateral Agent,




as Mortgagee




 






Dated as of December [__], 2010




Relating to Premises located at:




[_______________]




 





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
	 	 	5	 
	SECTION 2.2. Assignment of Leases and Rents
	 	 	6	 
	SECTION 2.3. Secured Obligations
	 	 	7	 
	SECTION 2.4. Future Advances
	 	 	7	 
	SECTION 2.5. Secured Amount
	 	 	7	 
	SECTION 2.6.
Last Dollar Secured
	 	 	7	 
	SECTION 2.7. No Release
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III.
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES OF MORTGAGOR
	 	 	 	 
	 
	 	 	 	 
	SECTION 3.1. Warranty of Title
	 	 	8	 
	SECTION 3.2. Condition of Mortgaged Property
	 	 	8	 
	SECTION 3.3. Property Charges
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IV.
	 	 	 	 
	 
	 	 	 	 
	CERTAIN COVENANTS OF MORTGAGOR
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1. Payment and Performance
	 	 	9	 
	SECTION 4.2. Title
	 	 	9	 
	SECTION 4.3. Inspection
	 	 	10	 
	SECTION 4.4. Limitation on Liens; Transfer Restrictions
	 	 	10	 
	SECTION 4.5. Insurance
	 	 	10	 






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	 	 	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
	 	 	12	 
	SECTION 6.2. Stamp and Other Taxes
	 	 	12	 
	SECTION 6.3. Certain Tax Law Changes
	 	 	12	 
	SECTION 6.4. Proceeds of Tax Claim
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VII.
	 	 	 	 
	 
	 	 	 	 
	CASUALTY EVENTS AND RESTORATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 7.1. Casualty Event
	 	 	13	 
	SECTION 7.2. Condemnation
	 	 	13	 
	SECTION 7.3. Restoration
	 	 	13	 
	 
	 	 	 	 
	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
	 	 	14	 
	SECTION 8.3. Additional Remedies in Case of an Event of Default
	 	 	16	 
	SECTION 8.4. Legal Proceedings After an Event of Default
	 	 	16	 
	SECTION 8.5. Remedies Not Exclusive
	 	 	17	 
	 
	 	 	 	 
	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
	 	 	19	 
	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
	 	 	20	 
	SECTION 11.4. Mortgagee May Perform
	 	 	21	 
	SECTION
11.5. Continuing Security Interest; Assignment
	 	 	21	 
	SECTION 11.6. Termination; Release
	 	 	22	 
	SECTION 11.7. Modification in Writing
	 	 	22	 
	SECTION 11.8. Notices
	 	 	22	 
	SECTION
11.9. GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL

	 	 	22	 
	SECTION 11.10. Severability of Provisions
	 	 	23	 
	SECTION 11.11. Relationship
	 	 	23	 
	SECTION 11.12. No Credit for Payment of Taxes or Impositions
	 	 	23	 
	SECTION 11.13. No Claims Against the Mortgagee
	 	 	23	 
	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
	 	 	25	 
	 
	 	 	 	 
	ARTICLE XIII.
	 	 	 	 
	 
	 	 	 	 
	LEASES
	 	 	 	 
	 
	 	 	 	 
	SECTION 13.1. Mortgagor’s Affirmative Covenants with Respect to Leases
	 	 	25	 
	SECTION 13.2. Mortgagor’s Negative Covenants with Respect to Leases
	 	 	26	 
	 
	 	 	 	 
	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 December [__], 2010, is made by NOVELIS CORPORATION, a Texas
corporation, 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 BANK OF AMERICA, N.A., having an address at
[___________________], in its capacity as Collateral Agent for the Secured Parties and the Issuing
Bank, 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 December [__], 2010 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Novelis Inc. (“Canadian Borrower”), Mortgagor, the other U.S.
subsidiaries of Canadian Borrower party thereto, Novelis UK LTD, Novelis AG, AV Metals Inc., the
other Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as Administrative
Agent, Collateral Agent, Issuing Bank, and U.S. Swingline Lender, and The Royal Bank of Scotland
plc, as European Swingline Lender, the Lenders have agreed to make available to or for the account
of Borrowers certain credit facilities.



          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 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.



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.



          (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.



          “Bankruptcy Code” shall have the meaning assigned to such term in Section
5.1(ii) 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.



          “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.



-2-









 





          “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,
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.



-3-









 





          “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 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



-4-









 




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.



          “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.



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;




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	 	(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.



          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.



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          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.



          The Credit Agreement contains a revolving credit facility that permits the Borrowers to
borrower certain principal amounts, repay all or a portion of such principal amounts, and reborrow
the amounts previously paid to the Lenders, all upon satisfaction of certain conditions stated in
the Credit Agreement. This Mortgage secures all advances and re-advances under the revolving
credit feature of the Credit Agreement. Mortgagor hereby agrees and acknowledges that the Secured
Obligations secured by this Mortgage include a revolving loan and is intended to secure future
advances; accordingly, this Mortgage shall not be cancelled by the full and complete repayment of
the Loans, so long as the Credit Agreement remains in force and effect.



          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 hereafter by this
Mortgage is $1,000,000,000 [If state has mortgage tax, use the agreed upon value of the property.]
(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



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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. 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;




          (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 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 security interest in the Fixtures, which Lien and security interest
shall be, as of the date hereof and hereafter, subject only to Permitted Liens.



          SECTION 3.2. 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;



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          (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;




          (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.



          SECTION 3.3. Property Charges. The Mortgagor represents and warrants that all
Property Charges imposed upon or assessed against the Mortgaged Property have been paid (or will be
paid in Mortgagor’s ordinary course of business) 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 Lien on the
Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of



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          Fixtures, a security interest in the Mortgaged Property, which 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 in writing. 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 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.








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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 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, present assignment of the Rents arising out of
the Leases and all security for such Leases subject only 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 11 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.



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          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.



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



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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 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 the Credit
Agreement, the Mortgagor shall complete such repairs or restoration in accordance with provisions
thereof.



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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.




               (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



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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. 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.



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               (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 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



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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.



          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 or any
Lender accepts any monies required to be paid by the Mortgagor under this Mortgage or any other
Loan Document 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 or any Lender
accepts any monies required to be paid by the Mortgagor under this Mortgage or any other Loan
Document 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.



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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 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.









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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.



          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.



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          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.



          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



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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, if the Mortgagee shall be 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.



          SECTION 11.4. Mortgagee May Perform. 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.



          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



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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 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



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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.




          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



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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 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



-24-









 




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 MORTGAGEE PURSUANT TO THIS MORTGAGE AND THE EXERCISE OF ANY
RIGHT OR REMEDY BY MORTGAGEE HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT, DATED CONCURRENTLY WITH THE CREDIT AGREEMENT (AS AMENDED, RESTATED, AMENDED AND
RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR
AGREEMENT”), AMONG [THE COMPANIES PARTY THERETO, ADMINISTRATIVE AGENT, COLLATERAL AGENT, THE
OTHER AGENTS PARTY THERETO, THE COLLATERAL TRUSTEE, THE TERM LOAN ADMINISTRATIVE AGENT, TERM LOAN
COLLATERAL AGENT AND THE OTHER TERM LOAN AGENTS UNDER THE TERM LOAN DOCUMENTS PARTY THERETO, AND
SUCH OTHER PERSONS AS MAY BECOME PARTY THERETO FROM TIME TO TIME PURSUANT TO THE TERMS THEREOF.] 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:




          (i) observe and perform in all material respects all the obligations imposed upon the
Landlord under such Lease;



-25-









 






          (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, 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 Tenants from
obligations under any guarantees of the Leases unless the same would not cause a Property
Material Adverse Effect.



-26-









 





ARTICLE XIV.




LOCAL LAW PROVISIONS




[ ]




(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)






-27-









 







IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed and delivered
under seal the day and year first above written.




	 	 	 	 	 
	 	NOVELIS CORPORATION,


a Texas corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[local counsel to confirm signature requirements]






 









 








ACKNOWLEDGMENT




	 	 	 	 	 	 	 

	State of                                        

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss.:
	County of                                        

	 	 	)	 	 	 






[Local counsel to provide appropriate acknowledgment]






 









 








Schedule A — Legal Description



Legal Description of premises located at [__________________]:





 











 





EXHIBIT K-1




Form of

REVOLVING NOTE




			
	$                    
	 	New York, New York

[Date]





FOR VALUE RECEIVED, each of the undersigned (“Borrower”), hereby unconditionally promises to pay to
[_______________________] or its registered assigns (the “Lender”) on the Maturity Date (as defined
in the Credit Agreement referred to below; capitalized 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 December 17, 2010
(as amended, restated, supplemented, extended, renewed, refunded, replaced, refinanced or otherwise
modified from time to time in one or more agreements, the “Credit Agreement”), among NOVELIS INC.,
a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”),
NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower
from time to time signatory thereto as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation
formed under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time
party thereto (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders from time to time party thereto, BANK OF
AMERICA, N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto,
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




EXHIBIT K-1-1



 









 




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 diligence, 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 INC,,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS CORPORATION,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE CORPORATION,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS BRAND LLC,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SOUTH AMERICA HOLDINGS LLC,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT K-1-3



 









 





	 	 	 	 	 
	 	ALUMINUM UPSTREAM HOLDINGS LLC,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS UK LTD,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS AG,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NORTH AMERICA HOLDINGS INC.,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS ACQUISITIONS LLC,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT K-1-4




 












 






EXHIBIT K-2




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 Maturity Date (as defined in the Credit Agreement referred to below;
capitalized 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 that certain Credit Agreement, dated as of December
17, 2010 (as amended, restated, supplemented, extended, renewed, refunded, replaced, refinanced or
otherwise modified from time to time in one or more agreements, the “Credit Agreement”), among
NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Parent
Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent
Borrower from time to time signatory thereto as borrowers, NOVELIS UK LTD, a limited liability
company incorporated under the laws of England and Wales with registered number 00279596, Borrower,
AV METALS INC., a corporation amalgamated under the Canada Business Corporations Act, the
Subsidiary Guarantors from time to time party thereto (such term and each other capitalized term
used but not defined herein having the meaning given to it in the Credit Agreement), the Lenders
from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral
Agent, and the other parties party thereto, 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






EXHIBIT K-2-1









 







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 diligence, 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 AG,

as a Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




EXHIBIT K-2-3












 





Exhibit L-1




PERFECTION CERTIFICATE




     Reference is hereby made to that certain Credit Agreement, dated as of December 17, 2010 (as
amended, restated, supplemented, extended, renewed, refunded, replaced, refinanced or otherwise
modified from time to time in one or more agreements, the “Credit Agreement”), among NOVELIS INC.,
a corporation amalgamated under the Canada Business Corporations Act (the “Parent Borrower”),
NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent Borrower
from time to time signatory thereto as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation
formed under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time
party thereto (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders from time to time party thereto, BANK OF
AMERICA, N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto.



     The undersigned hereby certify to the Administrative Agent 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 in the past five years. Also set forth in
Schedule 1(c) is the information required by Section 1 of this Perfection 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 in the past five years. 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 where such Collateral owned by
the Loan Parties at each such location exceeds $500,000, provided that the aggregate value of such
Collateral owned by the Loan Parties at each such location does not exceed $2,500,000 in the
aggregate.



     (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 where the value of such Collateral
in the possession of each person or such entity exceeds $500,000, provided that the aggregate value
of such Collateral in the possession of each person or such entity does not exceed $2,500,000 in
the aggregate.



     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 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.



     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.



2









 





     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 “Pledged Collateral”). No other filings or
actions are required to create, preserve, protect and perfect such security interests in the
Pledged Collateral, except as set forth on Schedule 12(b).



     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 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 a Loan Party in
excess of $100,000 in aggregate principal amount.



3









 





     (b) Attached hereto as Schedule 11(b) is 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.



     12. Intellectual Property.



     (a) Attached hereto as Schedule 12(a) is a schedule setting forth all currently active
applications and registrations for Patents and Trademarks (each as defined in the U.S. Security
Agreement) that are (a) registered or applied for in the United States and (b) are registered or
applied for elsewhere that are material to the business, operations or financial condition of Loan
Parties or otherwise known to the 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.
Attached hereto as Schedule 12(b) is a schedule setting forth all currently active
applications and registrations for Copyrights (as defined in the U.S. Security Agreement) owned by
each Loan Party and licenses with respect to Copyrights of (or licensed by) each Loan Party, except
for licenses relating to commercially available software used by each Loan Party having a
replacement value of less than $100,000, 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 record the security interests in the
currently active applications and registrations for Trademarks, Patents and Copyrights set forth
on Schedule 12(a) and Schedule 12(b) for which each Loan Party is a registered
owner, including duly signed copies of each of the Patent Security Agreement, Trademark Security
Agreement and the Copyright Security Agreement, or their equivalents in non-U.S. jurisdictions, if
any, 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) other than
Commercial Tort Claims which do not exceed $1,000,000 in the aggregate for all Loan Parties, 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 (other than Excluded
Deposit Accounts), Securities Accounts (other than Excluded Securities Accounts) and Commodity
Accounts (other than Excluded Commodities 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



4









 





of all Letters of Credit issued in favor of each Loan Party, as beneficiary
thereunder, other than Letters of Credit which have a maximum available amount not exceeding $250,000 in the
aggregate for all Loan Parties.




     16. 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 15 of this
Perfection Certificate except as set forth on Schedule 16 hereto.



[The remainder of this page has been intentionally left blank]



5









 




IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of 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:  	 	 



 









 






	 	 	 	 	 
	 	NOVELIS AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS CAST HOUSE TECHNOLOGY LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260848 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260856 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NO. 1 LIMITED PARTNERSHIP

 	 
	 	
By: 4260848 CANADA INC.
 	 
	 
	 	Its: General Partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS BRAND LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS SOUTH AMERICA HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS TECHNOLOGY AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AV METALS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS DO BRASIL LTDA.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SERVICES LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS MADEIRA, UNIPESSOAL, LDA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS LUXEMBOURG S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE S.A.S.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNED AND DELIVERED AS A DEED

for and on behalf of NOVELIS ALUMINIUM 

HOLDING COMPANY

by its lawfully appointed attorney
in the presence of:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	witness:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS ACQUISITIONS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NORTH AMERICA
HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 








 









 








Schedule 1(a)



Legal Names, Etc.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Federal Employer	 	 
	 	 	 	 	Registered Organization	 	 	 	Identification Number	 	 
	Legal Name	 	Type of Entity	 	(Yes/No)	 	Organizational Numbera	 	(or equivalent)a	 	Jurisdiction of Organization
	 
	 	 
	 	 
	 	 
	 	 
	 	 







 




			
	a	 	If none, so state.




-11-









 










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 1(c) of the
Perfection Certificate]






 









 








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	 	Address/Location of	 	 	 	 	 	 
	Loan Party	 	of such Entity	 	Collateral	 	County	 	State	 	Country
	 

	 	 
	 	 
	 	 
	 	 
	 	 





 









 






Schedule 3



Prior Locations Maintained by Loan Parties



	 	 	 	 	 	 	 	 	 
	Loan Party	 	Address	 	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 5



File Search Reports



	 	 	 	 	 	 	 
	Loan Party	 	Search Report dated	 	Prepared by	 	Jurisdiction
	 
	 	 
	 	 
	 	 





     See attached.



 









 





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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Type of	 	 	 	Collateral
	 	 	 	 	Secured	 	Type of	 	Collateral Filing	 	Collateral	 	Filing
	Debtor	 	Jurisdiction	 	Party	 	Collateral	 	[UCC-1, etc.]	 	Filing Date	 	Number
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





 









 






Schedule 10



Equity Ownership and Other Equity Investments



     1. Equity Ownership and other Equity Investments:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Record Owner	 	 	 	No. of	 	No. of	 	 	 	No. 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.



 









 





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:




	 	 	 	 	 
	OWNER	 	
REGISTRATION NUMBER	 	DESCRIPTION
	 
	 	 
	 	 




Applications:




	 	 	 	 	 
	OWNER	 	APPLICATION 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
	 
	 	 
	 	 
	 	 




LOCAL CASH ACCOUNTS




	 	 	 	 	 	 	 
	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	 
	 	 
	 	 
	 	 





 









 






Schedule 15



Letter of Credit Rights



 









 





Schedule 16



Changes from Circumstances Described in Perfection Certificate




 











 





EXHIBIT L-2




PERFECTION CERTIFICATE SUPPLEMENT




     This Perfection Certificate Supplement, dated as of [                    ], 201[ ] is
delivered pursuant to Section 5.01(e) of that certain Credit Agreement, dated as of December 17,
2010 (as amended, restated, supplemented, extended, renewed, refunded, replaced, refinanced or
otherwise modified from time to time in one or more agreements, the “Credit Agreement”), among
NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent
Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent
Borrower from time to time signatory thereto as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation
formed under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time
party thereto (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders from time to time party thereto, BANK OF
AMERICA, N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto.



     The undersigned hereby certify to the Administrative Agent, the Collateral Agent 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 in such jurisdiction 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 in the past five
years 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 in the past five
years. 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 where such Collateral owned by the Loan Parties at each such location exceeds $500,000,
provided that the aggregate value of such Collateral owned by the Loan Parties at each such
location does not exceed $2,500,000 in the aggregate.



     (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 where the value of such
Collateral in the possession of each person or such entity exceeds $500,000, provided that the
aggregate value of such Collateral in the possession of each person or such entity does not exceed
$2,500,000 in the aggregate.



     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 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. [Intentionally Omitted]



     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 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 a Loan Party in excess of $100,000 in
aggregate principal amount.



     (b) Except as listed on Schedule 11(b) attached hereto and made a part hereof,
Schedule 11(b) to the Prior Perfection Certificate is 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.



     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 currently active applications and registrations for
Patents and Trademarks (each as defined in the U.S. Security Agreement) 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
of each Loan Party’s currently active applications and registrations for Copyrights (as defined in
the U.S. Security Agreement) and licenses with respect to Copyrights of (or licensed by) each Loan
Party, except for licenses relating to commercially available software used by each Loan Party
having a replacement value of less than $100,000, 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,
perfect and record the security interests in the currently active applications and registrations
for Trademarks, Patents and Copyrights and licenses with respect to Trademarks, Patents and
Copyrights set forth on Schedule 12(a) and Schedule 12(b) hereto and thereto for
which a Loan Party is a registered owner, including duly signed copies of each of the Patent
Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, or their
equivalents in non-U.S. jurisdictions, 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 U.S. Security Agreement)
other than Commercial Tort Claims which do not exceed $1,000,000 in the aggregate for all Loan
Parties, 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 (other than
Excluded Deposit Accounts), Securities Accounts (other than Excluded Securities Accounts) and
Commodity Accounts (other than Excluded Commodities 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. 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, other than Letters of Credit which have a maximum available amount not exceeding
$250,000 in the aggregate for all Loan Parties.



     16. 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 15 of this
Perfection Certificate Supplement except as set forth on Schedule 16 hereto.



[The remainder of this page has been intentionally left blank]






 









 








     IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate Supplement as of the
date first written above.



	 	 	 	 	 
	 	[_____________________]1

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Insert Loan Party names.




 









 










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.




-6-









 










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 1(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



	 	 	 	 	 
	 	 	Description of Transaction	 	 
	Loan Party	 	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 10




Equity Ownership and Other Equity Investments


1. Equity Ownership and other Equity Investments:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Record	 	 	 	 	 	 	 	 	 	No.
	 	 	 	 	 	 	Owner	 	 	 	 	 	No. of	 	 	 	Shares
	 	 	 	 	 	 	(Benefi-	 	 	 	No. of	 	Shares or	 	 	 	Covered
	 	 	 	 	Type of	 	cial	 	 	 	Shares or	 	Interests	 	Percent-	 	by War-
	Loan	 	 	 	Organiza-	 	Owner, if	 	Certifi-	 	Interests	 	Out-	 	age Own-	 	rants; Op-
	Party	 	Issuer	 	tion	 	different)	 	cate No.	 	Owned	 	standing	 	ership	 	tions




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
	 	 	 	 	 	 	 




LOCAL CASH ACCOUNTS




	 	 	 	 	 	 	 
	 	 	 	 	BANK OR	 	 
	OWNER	 	TYPE OF ACCOUNT	 	INTERMEDIARY	 	ACCOUNT NUMBERS
	 	 	 	 	 	 	 





 









 






Schedule 15




Letter of Credit Rights



 









 





Schedule 16




Changes from Circumstances Described in Perfection Certificate




 











 




Exhibit M-1




EXECUTION
VERSION



 








SECURITY AGREEMENT




made by



NOVELIS INC.,

as Parent Borrower,



NOVELIS CORPORATION

NOVELIS PAE CORPORATION,

NOVELIS BRAND 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



BANK OF AMERICA, N.A.,

as Collateral Agent




 





Dated as of December 17, 2010



 





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 THAT CERTAIN
INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED,
SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS
INC., NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA
INC., NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS
BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE
HOLDINGS LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG,
NOVELIS SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL
LTDA., NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC.
(“HOLDINGS”), THE OTHER SUBSIDIARIES OF HOLDINGS OR NOVELIS INC. FROM TIME TO TIME PARTY THERETO,
BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT
CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE
AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A.,
AS COLLATERAL AGENT FOR THE TERM LOAN SECURED PARTIES (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.



 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	PREAMBLE

	 	 	1	 
	 
	RECITALS

	 	 	1	 
	 
	AGREEMENT

	 	 	2	 
	 
	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INTERPRETATION
	 	 	 	 
	 
	 	 	 	 
	SECTION 1.1. DEFINITIONS

	 	 	2	 
	SECTION 1.2. INTERPRETATION

	 	 	10	 
	SECTION 1.3. RESOLUTION OF DRAFTING AMBIGUITIES

	 	 	10	 
	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

	 	 	17	 
	SECTION 3.6. SUPPLEMENTS; FURTHER ASSURANCES

	 	 	17	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	 	 
	 
	 	 	 	 
	SECTION 4.1. TITLE

	 	 	18	 
	SECTION 4.2. VALIDITY OF SECURITY INTEREST

	 	 	18	 
	SECTION 4.3. DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL

	 	 	18	 






-i-









 






	 	 	 	 	 
	 	 	Page
	SECTION 4.4. OTHER FINANCING STATEMENTS

	 	 	19	 
	SECTION 4.5. INVENTORY AND EQUIPMENT

	 	 	19	 
	SECTION 4.6. DUE AUTHORIZATION AND ISSUANCE

	 	 	19	 
	SECTION 4.7. CONSENTS, ETC.

	 	 	20	 
	SECTION 4.8. PLEDGED COLLATERAL

	 	 	20	 
	SECTION 4.9. INSURANCE

	 	 	20	 
	 
	 	 	 	 
	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. [INTENTIONALLY OMITTED]

	 	 	22	 
	SECTION 5.4. [INTENTIONALLY OMITTED]

	 	 	22	 
	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	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	TRANSFERS
	 	 	 	 
	 
	 	 	 	 
	SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL

	 	 	26	 






-ii-









 






	 	 	 	 	 
	 	 	Page
	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

	 	 	29	 
	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

	 	 	30	 
	SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT

	 	 	31	 
	SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT

	 	 	32	 
	SECTION 11.4. TERMINATION; RELEASE

	 	 	32	 
	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

	 	 	33	 
	SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION

	 	 	33	 
	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	 
	SECTION 11.17. MORTGAGES

	 	 	35	 
	SECTION 11.18. CONFLICTS

	 	 	35	 
	 
	 	 	 	 
	SIGNATURES

	 	 	S-1	 






-iii-









 






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 December 17, 2010 (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 amalgamated under the Canada Business
Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation
(“Novelis Corporation”), NOVELIS PAE CORPORATION, a Delaware corporation (“Novelis
PAE”), NOVELIS BRAND LLC, a Delaware limited liability company (“Novelis Brand”),
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 Brand 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 Parent 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 BANK OF AMERICA, N.A., 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, the Parent Borrower, 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 Metals Inc., a corporation
formed under the Canada Business Corporations Act, the other Loan Parties from time to time party
thereto, the Lenders from time to time party thereto, the Collateral Agent, Bank of America, N.A.,
as Issuing Bank, U.S. Swingline Lender and Administrative Agent, The Royal Bank of Scotland plc, as
European Swingline Lender, and the other parties from time to time party thereto have, in
connection with the execution and delivery of this Agreement, entered into that certain Credit
Agreement, dated as of December 17, 2010 (as amended, restated, supplemented, extended, renewed,
refunded, replaced, refinanced or otherwise modified from time to time in one or more agreements,
the “Credit Agreement”; which term shall also include and refer to any increase in the
amount of indebtedness under the Credit Agreement.



          B. Pursuant to the Credit Agreement, the Lenders and Issuing Bank have agreed to make Loans
and other extensions of credit and financial accommodations to the Borrowers and the Guarantors
from time to time, and the Borrowers may from time to time borrow, repay and reborrow Loans
thereunder, and each Guarantor has, pursuant to the Credit Agreement, unconditionally guaranteed
the Secured Obligations.



          C. The Borrowers and 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.



 









 





          E. 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.



          (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.



          “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.



          “Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”,
as now and hereinafter in effect, or any successor statute.



          “Collateral Agent” shall have the meaning assigned to such term in the Preamble
hereof.



 









 





          “Collateral Report” shall mean 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, all sale, service,
performance, equipment or property 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, (iii) in the case of any Commodity Contract,
“control”, as such term is defined in Section 9-106 of the UCC, and (iv) in the case of any
Letter-of-Credit Right, “control”, as such term is defined in Section 9-107 of the UCC.



          “Control Agreements” shall mean, collectively, the Deposit Account Control Agreement,
the Securities Account Control Agreement and the Commodity Account Control Agreement.



          “Copyright” shall mean, collectively, all copyrights (whether statutory or common law,
whether established, registered or recorded in Canada, 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.



          “Deposit Accounts” shall mean, collectively, (i) all “deposit accounts” (as defined in
Article 9 of the UCC) and in any event shall include 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
held in, credited to or on deposit in any of the accounts or sub-accounts described in clause (i)
of this definition.




          “Discharge of Pari Passu Secured 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 that are zero balance
disbursement accounts, (ii) Deposit Accounts used solely to fund payroll, payroll taxes and similar
employment taxes or employee benefits in the ordinary course of business, (iii) local Deposit
Accounts listed on Schedule 14 of the Perfection Certificate under the heading “Local Cash
Accounts” that are not a part of the Cash Management System which individually do not at any time
contain funds in excess of $100,000 and, together with all other such local cash accounts, do
contain funds in excess of $2,000,000, and (iv) other 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 Berhad.



          “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 (other than any of the foregoing entered
into with the Parent Borrower or any U.S. Borrower or any of its Restricted Subsidiaries)
or any Applicable Law applicable thereto, validly prohibit the creation by such Pledgor of
a security interest (or, in the case of any agreement (but not any permit or license),
require the consent of any person therefor (so long as such consent requirement is
permitted under Section 6.19 of the Credit Agreement)) 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 June 4, 2009, and any Equity Interest in any other
joint ventures to the extent the terms of the applicable joint venture agreement (other
than any of the foregoing entered into with the Parent Borrower, any U.S. Borrower or any
Restricted Subsidiary), prohibit the creation by the applicable Pledgor of a security
interest, or require the consent of any person therefor, in such 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,




     (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),




     (f) any leasehold interests in real property,




     (g) any Excluded Equity Interests and Equity Interests in Excluded Collateral
Subsidiaries that are not Loan Parties,




     (h) motor vehicles and any other assets where ownership is evidenced by a certificate
of title,




     (i) deposits posted by customers pursuant to forward sale agreements entered into by
the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of
business and



 









 







that is held in a segregated Deposit Account that is not commingled with any
other Collateral (other than other such deposits posted by customers), and any Deposit
Accounts and Securities Accounts to which only such customer deposits are credited, and




     (j) Letter of Credit Rights that are not Supporting Obligations;


provided, however, that Excluded Property shall not include any Proceeds,
substitutions or replacements of any Excluded Property referred to in clauses (a) through (j)
(unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to
in clauses (a) through (i)).




          “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 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 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 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
Administrative Agent, the Collateral Agent, the Term Loan Agents (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, 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.



          “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.



          “Parent Borrower” shall have the meaning assigned to such term in the Preamble hereof.



          “Patent Security Agreement” shall mean an agreement substantially in the form of
Exhibit 5 hereto.



          “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.




          “Perfection Certificate” shall mean, individually and collectively, as the context may
require, each perfection certificate dated December 17, 2010, executed and delivered by each
Pledgor in favor of the Administrative Agent and the Collateral Agent, 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 Administrative Agent and the
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), (t) and (y) 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).



          “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 currently owned or 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 owned or 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, other than to the extent any such Pledged Securities constitute Excluded 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 Security Documents” shall mean the “Security Documents” as defined in the
Term Loan Credit Agreement.



          “Term Loan Collateral Agent” shall have the meaning assigned to such term in the
Intercreditor Agreement.



          “Trade Secrets and Other Proprietary Rights” shall mean, collectively, all
intellectual property rights not covered by the definitions of “Copyrights,” “Patents,” and
“Trademarks”, including all intellectual property rights in trade secrets, proprietary information
and data and databases, know-how and processes, designs, inventions, 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 Canada, the United States or any other country or any political
subdivision thereof, 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 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.



          “Trademark Security Agreement” shall mean an agreement substantially in the form of
Exhibit 6 hereto.



          “Trademarks” shall mean, collectively, all trademarks (including service marks and
certification marks), slogans, logos, 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 Canada, 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.



 









 





          “Treasury Obligations” shall mean all obligations of the Borrowers and the other Loan
Parties (including overdrafts and related liabilities) under each Bank Product 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. Sections 1.03, 1.04 and 1.05 of the Credit Agreement shall apply herein
mutatis mutandis.



          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
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 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 terms “Pledged Collateral”
and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the
request of the Collateral Agent at any time an Event of Default has occurred and is continuing,
give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property
and shall 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).



          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.




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 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 equity holder
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, and (iii) 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 in which a security interest may be perfected by filing 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 any 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 Encumbrances (other than any Pledged
Collateral the cost of which the Collateral Agent reasonably determines, in its sole discretion,
outweighs the benefit of obtaining such perfection).



          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 and other than such Instruments
and Tangible Chattel Paper held by a Pledgor which do not exceed $100,000 in the aggregate
for all Pledgors. Each Instrument and each item of Tangible Chattel Paper listed in
Schedule 11 to the Perfection Certificate has been properly endorsed, assigned and
delivered to the Collateral Agent, accompanied by instruments of transfer or assignment
duly executed in blank. As of the date hereof, such Instruments and Tangible Chattel Paper
and such instruments of transfer or assignment have been executed and delivered to the
Collateral Agent and the Collateral Agent has a perfected First Priority security interest
in such Instruments and Tangible Chattel Paper. 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 $2,000,000 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. With respect to each such Deposit Account, as of the date hereof, the
applicable Deposit Account Control Agreement listed on Schedule 14 to the
Perfection Certificate has been executed and delivered and 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 5.15 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 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 and Deposit Accounts constituting Excluded Collateral). 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 any Deposit Accounts for which the Collateral Agent is the
Bank. No Pledgor shall grant Control of any Deposit Account that is not an Excluded
Deposit Account to any person other than (i) the Collateral Agent, (ii) subject to the
terms of the Intercreditor Agreement, the Term Loan Collateral Agent and (iii) in respect
of any Deposit Account that holds only deposits posted by customers described in clause (j)
of the definition of Excluded Collateral, such customers.




     (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. With respect to each such Securities
Account and Commodities



 









 






Account, as of the date hereof, the applicable Securities Account
Control Agreement or Commodities Account Control Agreement listed on Schedule 14 to
the Perfection Certificate has been executed and delivered and the Collateral Agent has a
First Priority security interest in each such Securities Account and Commodity Account
(other than Excluded Securities Accounts, Excluded Commodities Accounts and Securities
Accounts constituting Excluded Collateral), 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 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, Excluded Commodities
Accounts and Securities Accounts constituting Excluded Collateral), 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 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 or any of its affiliates is the Securities Intermediary. No Pledgor shall grant
Control over any Investment Property to any person other than (i) the Collateral Agent,
(ii) subject to the terms of the Intercreditor Agreement, the Term Loan Collateral Agent
and (iii) in respect of any Deposit Account that holds only deposits posted by customers
described in clause (j) of the definition of Excluded Collateral, such customers.




     (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 $2,000,000 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 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 clauses (i) and (ii) have not been taken, does not exceed $2,500,000 in
the aggregate for all Pledgors. No Pledgor shall grant Control of any Letter-of-Credit
Right to any person other than the Collateral Agent and, subject to the terms of the
Intercreditor Agreement, the Term Loan Collateral Agent.




     (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 and other than Commercial Tort Claims
which do not exceed $1,000,000 in the aggregate for all Pledgors. 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 $5,000,000 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 $500,000,



 









 






provided that the aggregate
value of the Pledged Collateral held by all bailees who have not delivered a Bailee Letter
is less than $2,500,000 in the aggregate.



          SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Parent
Borrower that is either (x) organized under the laws of the United States or any state thereof or
the District of Columbia and 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 or (y) a Foreign Subsidiary and is required to become a party to
this Agreement pursuant to Section 5.11(e) of the Credit Agreement 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 wholly owned Restricted Subsidiary, ceased to
be an Excluded Collateral Subsidiary or was required to become a Loan Party or a party to this
Agreement by operation of the provisions of Sections 5.11(b), (d) or (e) 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 wholly owned Restricted Subsidiary, ceased to be an
Excluded Collateral Subsidiary or was required to become a Loan Party or a party to this Agreement
by operation of the provisions of Sections 5.11(b), (d) or (e) of the
Credit Agreement, as the case may be, and, in each case, upon such execution and delivery, such
Restricted Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder
with the same force and effect as if originally named as a Guarantor and Pledgor herein. In the
case of a wholly owned Restricted Subsidiary organized outside of the United States that is
required to become a party to this Agreement pursuant to Section 5.11(e) of the Credit
Agreement, such Restricted Subsidiary shall also execute and deliver to the Collateral Agent such
additional documentation as the Collateral Agent shall reasonably request to provide for perfected
and valid liens on its assets in the jurisdiction where it is organized or doing business. 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, other than Permitted Liens that are permitted to attach to Securities
Collateral pursuant to 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 (other than any Pledged Collateral the
cost of which the Collateral Agent reasonably determines, in its sole discretion, outweighs the
benefit of obtaining such perfection). 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 (other than any Pledged Collateral the cost of which the Collateral Agent reasonably
determines, in its sole discretion, outweighs the benefit of obtaining such perfection).



          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, in favor of the Term Loan Collateral Agent 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 or relating to Liens permitted by Section 6.02 of the Credit Agreement.



          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 (other than Inventory in transit from a supplier or vendor to a
permitted location or between permitted locations or Inventory in transit to a customer, and
Inventory having Dollar Equivalent fair market value not in excess of $10,000,000 (in the aggregate
for all Loan Parties) 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.



          (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.



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.



          (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. [INTENTIONALLY OMITTED]



          SECTION 5.4. [INTENTIONALLY OMITTED]



          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) within thirty (30) days of 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
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) not license (a) any Material Intellectual Property Collateral in a manner that would
materially impair the value of such Material Intellectual Property Collateral or (b) any
Intellectual Property Collateral in a manner that impairs the Lien on and security interest in the
Intellectual Property Collateral created hereby, in each case without the consent of the Collateral
Agent, (vi) diligently keep adequate records respecting all Intellectual Property Collateral,
(vii) 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, (viii) make commercially reasonable efforts to require the use of statutory notice of
registration in connection with its use of registered Trademarks, proper marking practices in
connection with the use of Patents (including the removal of expired patents from being marked on
the Pledgor’s products), and appropriate notice of Copyright in connection with the publication of
material subject to Copyrights and (ix) 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 to the extent consistent with reasonable
business judgment, 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. Concurrently with
the delivery of each Compliance Certificate pursuant to Section 5.01(d) of the Credit Agreement,
each Pledgor shall 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 the delivery of an executed instrument or other
statement(s) in form and substance reasonably acceptable to the Collateral Agent 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 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, after an
Event of Default, 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 Receivables in all material respects, 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 except as may be permitted by any Loan Document, 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 proceeding relating thereto or sell any
Receivable or interest therein except in the ordinary course of business consistent with prudent
business practice except as may be permitted by any Loan Documents, 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.




          SECTION 7.3. Collection. Each Pledgor shall use its commercially reasonable efforts to 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
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 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 and dispose of, 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 creditor upon a 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 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 as a credit on account of the purchase price of the Pledged Collateral or any part
thereof payable 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.



          (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 Secured Parties, 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 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.



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 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.



          SECTION 11.4. Termination; Release. Upon Full Payment of the Secured Obligations, 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 (subject to the terms of the Intercreditor
Agreement), 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, in each case pursuant to the Credit Agreement.




          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 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 facsimile, e-mail or other
electronic transmission (including in pdf format or other similar format) 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;




     (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. ANY
REFERENCE IN THIS AGREEMENT TO A “FIRST PRIORITY SECURITY INTEREST” OR WORDS OF SIMILAR EFFECT IN
DESCRIBING THE SECURITY INTERESTS CREATED HEREUNDER SHALL BE UNDERSTOOD TO REFER TO SUCH PRIORITY
SUBJECT TO THE CLAIMS OF THE PARI PASSU SECURED PARTIES ON THE PARI PASSU PRIORITY COLLATERAL (AS
DEFINED IN THE INTERCREDITOR AGREEMENT) AS PROVIDED IN 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 Pari Passu Secured Obligations, to the
extent any Pledgor is required hereunder to deliver Pledged Collateral that is Pari Passu 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 the Term Loan Collateral Agent
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 the Term Loan
Collateral Agent, 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 event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreement, it is the intention of
the parties hereto that such terms and provisions in such documents shall be read together and
construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreement shall control and govern.



          (b) In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Canadian Security Agreement, solely with
respect to the Parent Borrower, it is the intention of the parties hereto that such terms and
provisions in such documents shall be read together and construed, to the fullest extent possible,
to be in concert with



 









 




each other. In the event of any actual, irreconcilable conflict that
cannot be resolved as aforesaid, the terms and provisions of the Canadian Security Agreement shall
control and 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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS CORPORATION, as a Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE CORPORATION, as a Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS BRAND LLC, as a Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SOUTH AMERICA HOLDINGS LLC,

as a Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 







	 	 	 	 	 
	 	ALUMINUM UPSTREAM HOLDINGS LLC,

as a Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS ACQUISITIONS LLC,

as a Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NORTH AMERICA HOLDINGS INC.,

as a Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NO. 1 LIMITED PARTNERSHIP

 	 
	 	 	  	By: 4260848 CANADA INC.
 	 
	 	 	 	Its: General Partner 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS SERVICES LTD.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





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
December 17, 2010, made by NOVELIS INC., a corporation amalgamated under the Canada Business
Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware
corporation, NOVELIS BRAND 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 BANK OF AMERICA, N.A., 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 [________ ___, 20__] (“Securities Pledge
Amendment”), is delivered by [______________] (the “Pledgor”), in favor of BANK OF
AMERICA, N.A., 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 December 17, 2010,
made by NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act, NOVELIS
CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware corporation, NOVELIS BRAND
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 BANK OF AMERICA, N.A., as 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.



 









 




PLEDGED SECURITIES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	PERCENTAGE OF
	 	 	CLASS	 	 	 	 	 	NUMBER OF SHARES	 	ALL ISSUED CAPITAL
	 	 	OF STOCK	 	PAR	 	CERTIFICATE	 	OR	 	OR OTHER EQUITY
	ISSUER	 	OR INTERESTS	 	VALUE	 	NO(S).	 	INTERESTS	 	INTERESTS OF ISSUER
	 
	 	 
	 	 
	 	 
	 	 
	 	 





INTERCOMPANY NOTES




	 	 	 	 	 	 	 	 	 
	 	 	PRINCIPAL	 	DATE OF	 	INTEREST	 	MATURITY
	ISSUER	 	AMOUNT	 	ISSUANCE	 	RATE	 	DATE
	 
	 	 
	 	 
	 	 
	 	 






	 	 	 	 	 
	 	[__________________________],

as Pledgor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	AGREED TO AND ACCEPTED:



BANK OF AMERICA, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


{ PAGE |42-









 






	 	 	 	 	 



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 December 17, 2010, made by NOVELIS INC., a corporation amalgamated under
the Canada Business Corporations Act, NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE
CORPORATION, a Delaware corporation, NOVELIS BRAND 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
BANK OF AMERICA, N.A., 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 Pledgor 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 (provided that for purposes of this sentence, references in
such Articles to “Closing Date” or “the date hereof” shall be deemed to be the date of execution of
this Joinder 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
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. Delivery of an executed
counterpart of a signature page of this Joinder Agreement by facsimile, e-mail or other electronic
transmission (including in pdf format or other similar format) shall be effective as delivery of a
manually executed counterpart of this Joinder 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.]





{ PAGE |42-









 








          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:



BANK OF AMERICA, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


[Schedules to be attached]





{ PAGE |43-









 








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 BANK OF AMERICA, N.A., a National Banking
Association located at 135 S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 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




 









 








          (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 facsimile, e-mail or other electronic transmission (including in pdf format or other
similar format) 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





{ PAGE |42-









 







THE ASSIGNEE 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 COPYRIGHT SECURITY AGREEMENT, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]





{ PAGE |43-









 








          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:





BANK OF AMERICA, N.A.,

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.




{PAGE | 44 -









 










Acknowledgement of ASSIGNOR




	 	 	 
	State of                      
	 	)
	 
	 	) ss.
	County of                     
	 	)






          On this [          ] day of ___________, 20__ before me personally appeared [______________________],
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of [________________________________], who being by me duly sworn did
depose and say that he is an authorized officer of said [corporation], that the said instrument was
signed on behalf of said [corporation] as authorized by its [Board of Directors] and that he
acknowledged said instrument to be the free act and deed of said [corporation].



____________________________

Notary Public




My Commission Expires: _______________



{ PAGE |45-









 





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
	
	 	






{ PAGE |46-









 






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 BANK OF AMERICA, N.A., a National Banking Association located at
135 S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 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





 









 








          (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 facsimile, e-mail or other electronic transmission (including in pdf format or other
similar format) 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




{ PAGE |42-









 







ASSIGNEE 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 PATENT SECURITY AGREEMENT, THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN AND CONTROL.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



{ PAGE |43-









 





          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:





BANK OF AMERICA, N.A.,

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.




{ PAGE |44-









 










Acknowledgement of ASSIGNOR




	 	 	 

	State of                    
	 	)
	 
	 	) ss.
	County of                    
	 	)






          On this [ ] day of ___________, 20__ before me personally appeared [______________________],
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of [________________________________], who being by me duly sworn did
depose and say that he is an authorized officer of said [corporation], that the said instrument was
signed on behalf of said [corporation] as authorized by its [Board of Directors] and that he
acknowledged said instrument to be the free act and deed of said [corporation].



            ____________________________

Notary Public




            My Commission Expires: _______________



{ PAGE |45-









 





SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS




Patent Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	NAME
	 
	 	 
	 	 






Patent Applications:




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	NAME
	 
	 	 
	 	 






{ PAGE |46-









 






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 BANK OF AMERICA, N.A., a National Banking Association located at
135 S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 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




          (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 facsimile, e-mail or other electronic transmission (including in pdf format or other
similar format) 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.




{ PAGE |42-









 






          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 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.]







{ PAGE |43-









 








          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:





BANK OF AMERICA, N.A.,

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.




{ PAGE |44-









 










Acknowledgement of ASSIGNOR




	 	 	 	 	 

	State of                    

	) 	 	 
	 

	) ss.

	County of                     


	) 	 	 






          On this [      ] day of ___________, 20__ before me personally appeared [______________________],
proved to me on the basis of satisfactory evidence to be the person who executed the foregoing
instrument on behalf of [________________________________], who being by me duly sworn did
depose and say that he is an authorized officer of said [corporation], that the said instrument was
signed on behalf of said [corporation] as authorized by its [Board of Directors] and that he
acknowledged said instrument to be the free act and deed of said [corporation].



            ____________________________

Notary Public




            My Commission Expires: _______________



{ PAGE |45-









 





SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS




Trademark Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 

	 	 
	 	 






Trademark Applications:




	 	 	 	 	 
	 	 	APPLICATION	 	 
	OWNER	 	NUMBER	 	TRADEMARK
	 
	 	 
	 	 






{ PAGE |46-









 






EXHIBIT 7




FORM OF BAILEE LETTER




Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Fax: 312-453-5555




          Re: [______________]



          [__________] (the “Bailor”), a [__________] and a subsidiary of Novelis Inc. (the
“Parent Borrower”), 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 Borrower 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 December 17, 2010 (as amended,
restated, supplemented, extended, renewed, refunded, replaced, refinanced or otherwise modified
from time to time in one or more agreements, the “Credit Agreement”) for which Bank of
America, N.A. shall act as administrative agent and collateral agent (collectively in such
capacities, the “Agent”). As a condition to the Agent’s and the Lenders’ loans and other
financial accommodations to the Borrowers, 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”). Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement.



          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 letter 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;



 









 






     (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 Secured
Parties, 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.



{ PAGE |42-









 





          Any notice(s) required or desired to be given hereunder shall be directed to the party to be
notified at the address stated herein.



          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 letter 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 letter 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]





{ PAGE |43-









 








          This letter agreement may be executed in any number of counterparts and by different parties
to this letter agreement on separate counterparts, each of which when so executed and delivered
shall be deemed 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 letter agreement by
facsimile, e-mail or other electronic transmission (including in pdf format or other similar
format) shall be effective as delivery of a manually executed counterpart of this letter agreement.
The undersigned hereby waives notice of acceptance of this letter agreement by Agent.



          Executed and delivered this ___ day of ______________, 20__.



	 	 	 	 	 
	 	[________________]



[Address]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CONSENTED AND AGREED TO:





[________________]



[Address]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED AND ACCEPTED:




BANK OF AMERICA, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Fax: 312-453-5555




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




{ PAGE |44-











 





Exhibit M-2




AV METALS INC.




NOVELIS INC.



NOVELIS CAST HOUSE TECHNOLOGY LTD.



4260848 CANADA INC.



4260856 CANADA INC.



NOVELIS NO. 1 LIMITED PARTNERSHIP



as Obligors



and



BANK OF AMERICA, N.A.



as Collateral Agent



 




SECURITY AGREEMENT

December 17, 2010



 




ABL Security Agreement




 









 








SECURITY AGREEMENT




     Security agreement dated as of December 17, 2010 made by each of AV Metals Inc., Novelis Inc.,
Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc. and Novelis No. 1
Limited Partnership, by its general partner 4260848 Canada Inc., to and in favour of Bank of
America, N.A., 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 Loan 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 Bank of America, N.A. acting as administrative agent for the Secured
Parties and any successor administrative agent appointed under the Credit Agreement, and its
successors and assigns.



“Agents” mean, collectively, the 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.



“Canadian Borrower” means Novelis Inc., a corporation amalgamated and existing under the laws of
Canada, and its successors and permitted assigns.




ABL Security Agreement




 









 







“Collateral” has the meaning specified in Section 2.1.



“Collateral Agent” means Bank of America, N.A. 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 December 17, 2010 among the Borrowers, AV
Metals Inc., the Subsidiary Guarantors, the Lenders, the Administrative Agent, the Collateral
Agent, Bank of America, N.A., as issuing bank and U.S. swingline lender, and The Royal Bank of
Scotland PLC, as European swingline lender, 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.



“Discharge of Revolving Secured Obligations” has the meaning given to it in the Intercreditor
Agreement.



“Excluded Property” means any





	 	(i)	 	equity Interest in any joint venture to the extent that the
terms of the applicable joint venture agreement, or agreements related to such
joint venture agreement and to which such other joint venture is a party,
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, or require the
consent of any person therefore, in such Equity Interests in favor of the
Collateral Agent and (B) such prohibition is permitted by Section 6.19 of the
Credit Agreement;
	 
	 	(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));
	 
	 	(iii)	 	any leasehold interests in real property;




- 3 -









 












	 	(iv)	 	any Excluded Equity Interests and any Equity Interests in
Excluded Collateral Subsidiaries that are not Loan Parties;
	 
	 	(v)	 	motor vehicles and any other assets where ownership is
evidenced by a certificate of title;
	 
	 	(vi)	 	deposits posted by customers pursuant to forward sale
agreements entered into by the Borrower or any of its Restricted Subsidiaries
in the ordinary course of business and that is held in a segregated deposit
account that is no commingled with any other Collateral (other than other such
deposits posted by customers), and any deposit accounts and securities
accounts to which only such customer deposits are credited; and
	 
	 	(vii)	 	Letter of Credit Rights that are not a secondary obligation
that supports the payment or performance of an account, chattel paper, a
document, an intangible, an instrument or investment property.




“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 accounts 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.



“Expenses” has the meaning specified in Section 2.2(b).



“Guarantee” means the guarantee dated the date hereof by the Guarantors to and in favour of the
Collateral Agent and the other Secured Parties, as the same may be amended, modified, extended,
renewed, replaced, restated or supplemented from time to time.



“Guarantors” means, collectively, AV Metals 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.







- 4 -









 







“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,
but excludes investment property.



“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,
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, service marks, certification marks, trade dress, logos, applications,
registrations and renewals for any of the foregoing and the goodwill connected with the use of and
symbolized by 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; (viii) any other
intellectual property and industrial property; (ix) income, fees, royalties, damages, claims and
payments for past, present, or future infringements, dilutions or other violations thereof; (x)
rights corresponding thereto throughout the world; and (xi) rights to sue for past, present or
future infringements, dilutions or other violations thereof.



“Intercreditor Agreement” shall mean that certain intercreditor agreement dated as of the date
hereof, by and among, inter alia, the Companies party thereto, the Administrative Agent, the
Collateral Agent, the Term Loan Collateral Agent, the Term Loan Administrative Agent, and such
other persons as may become party thereto from time to time pursuant to the terms thereof, as the
same may be amended, restated, supplemented or otherwise modified from time to time.







- 5 -









 







“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.



“Letter of Credit Rights” means a right to payment or performance under a letter of credit, whether
or not the beneficiary has demanded or is at the time entitled to demand payment or performance.
The term does not include the right of a beneficiary to demand payment or performance under a
letter of credit.



“Obligations” means, in respect of any Obligor, the Secured Obligations as such term is defined in
the Credit Agreement of such Obligor.



“Obligors” means, collectively, the Canadian Borrower, the Guarantors and any Loan Party that
becomes a party hereto, 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”.



“PPSA” means 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 (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.



“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.



“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, each
co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent, any Receiver
or Delegate, each other Agent, the Lenders, the Issuing Banks and each Secured Bank Product
Provider.



“Securities” means securities as defined in the Securities Transfer Act, 2006 (Ontario) but
excludes any ULC Shares.



“Security Interest” has the meaning specified in Section 2.2.



“Swiss Borrower” means Novelis AG, a stock corporation (AG) organized under the laws of
Switzerland, and its successors and assigns.







- 6 -









 







“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 any 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 PPSA and the Securities Transfer Act, 2006 (Ontario) (“STA”) and used
but not otherwise defined in this Agreement have the same meanings. For greater certainty, the
terms “account”, “chattel paper”, “document of title”, “equipment”, “intangible”, “investment
property”, “money”, “personal property” and “proceeds” have the meanings given to them in the
PPSA; and the terms “certificated security”, “control”, “deliver”, “entitlement holder”,
“financial asset”, “securities account”, “securities intermediary”, “security entitlement” and
“uncertificated security” have the meanings given to them in the STA. Capitalized terms used
in this Agreement but not defined have the meanings given to them in the Credit Agreement.
	 
	(2)	 	Any reference in any Loan 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 Loan Document or any Security Document refers to this
Agreement or such Loan Document or Security




- 7 -









 






	 	 	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;
	 
	 	(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, chattel paper, financial assets and investment
property;
	 
	 	(f)	 	securities accounts, including the securities accounts listed in Schedule
“A”, and all of the credit balances, securities entitlements, other financial assets
and items or property (or their value) standing to the credit from time to time in
such securities accounts;




- 8 -









 












	 	(g)	 	Instruments and Securities, including the Instruments and Securities listed
in Schedule “A”;
	 
	 	(h)	 	intangibles including all security interests, goodwill, choses in action,
contracts, contract rights, licenses and other contractual benefits;
	 
	 	(i)	 	Intellectual Property including the Registrable Intellectual Property listed
in the Perfection Certificate;
	 
	 	(j)	 	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(i) inclusive; and
	 
	 	(k)	 	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(j)
inclusive, including the proceeds of such proceeds.





Section 2.2 Secured Obligations.




     The security interests, assignments, mortgages, charges, hypothecations and pledges granted by
each Obligor under this Agreement (collectively, the “Security Interest”) secure the payment and
performance of the following (collectively, the “Secured Obligations”):




	 	(a)	 	the Obligations of such Obligor; and
	 
	 	(b)	 	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 Loan 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 agreed to postpone the
time of attachment of the Security Interest, and (iv) it has received a copy of this
Agreement.




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	(2)	 	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.
	 
	(3)	 	If any Obligor (i) acquires any Securities, (ii) acquires any other financial assets that
have not been credited to a securities account specified in Schedule “A”, (iii) acquires any
Instruments, or (iv) establishes or maintains a securities account that is not specified in
Schedule “A”, such Obligor will notify the Collateral Agent in writing and provide the
Collateral Agent with a revised Schedule “A” recording the acquisition or establishment of and
particulars relating to such Securities, financial assets, Instruments or securities account
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 take all action that the Collateral Agent deems
advisable to cause the Collateral Agent to have control over, such Securities or other
investment property that are now or become Collateral 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.
	 
	(4)	 	At the request of the Collateral Agent, each of 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 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.




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	(5)	 	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 or loss of rights in respect 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.
	 
	(2)	 	The Security Interest with respect to trade-marks and other 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.




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	(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 products in connection with which any trade-mark 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, 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




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	 	 	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.






	(4)	 	The Collateral Agent may, upon the occurrence and during the continuance of an Event of
Default, sell, transfer, use or otherwise deal with any investment property included in the
Collateral over which the Collateral Agent has control, on such conditions and in such manner
as the Collateral Agent in its sole discretion may determine.





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 and other financial assets that are part of the Collateral
and to receive dividends and distributions on such Securities and financial assets, 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.





	(1)	 	All Taxes and Other Taxes, charges, costs, and expenses (including legal fees and notarial
fees) including withholding taxes, 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.
	 
	(2)	 	Each of the Obligors is liable for and will pay on demand by the Collateral Agent any and all
expenses.





ARTICLE 3

ENFORCEMENT




Section 3.1 Enforcement.




     The Security Interest becomes and is enforceable against each of the Obligors upon the
occurrence and during the continuance of an Event of Default.



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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
Collateral 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 or order to any issuer or securities intermediary pursuant to any
control the Collateral Agent has over the Collateral;
	 
	 	(j)	 	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;
	 
	 	(k)	 	application of any moneys constituting Collateral or proceeds thereof in
accordance with Section 5.11;
	 
	 	(l)	 	appointment by instrument in writing of a receiver (which term as used in
this Agreement includes a receiver and manager) or agent of




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	 	 	 	all or any part of the Collateral and removal or replacement from time to time of
any receiver or agent;






	 	(m)	 	institution of proceedings in any court of competent jurisdiction for the
appointment of a receiver of all or any part of the Collateral;
	 
	 	(n)	 	institution of proceedings in any court of competent jurisdiction for sale or
foreclosure of all or any part of the Collateral;
	 
	 	(o)	 	filing of proofs of claim and other documents to establish claims to the
Collateral in any proceeding relating to the Obligors; and
	 
	 	(p)	 	any other remedy or proceeding authorized or permitted under the PPSA or
otherwise by law or equity.





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);
	 
	 	(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




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	 	 	 	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.



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.




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	(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.




     Each of the Obligors hereby irrevocably constitutes and appoints the Collateral Agent (and any
officer of the Collateral Agent) the true and lawful attorney of the Obligors. As the attorney of
each 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. Each of the Obligors authorizes 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.



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




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	 	 	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, each 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 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;




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	 	(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 each such
Obligor 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.




     Each of the Obligors represents and warrants and covenants and agrees, acknowledging and
confirming that the Collateral Agent and each Secured Party is relying on such representations,
warranties, covenants and agreements, that:




	 	(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




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	 	 	 	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. Each of
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. Each of 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 certificates, endorsements, instructions, agreements,
documents and instruments that may be required under the STA, 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 Registrable Intellectual Property. The Perfection
Certificate lists all Registrable Intellectual Property that is owned by 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 Registrable Intellectual Property now
owned, and subsequently when acquired after the date hereof, confirming the assignment
for security of such Registrable Intellectual Property to the Collateral Agent and
shall within 30 days or such longer period as may




- 20 -









 






	 	 	 	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 Registrable 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, 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.



Section 5.2 Discharge.




     The Security Interest will be discharged upon the Discharge of Revolving Credit Secured
Obligations. Upon the Discharge of Revolving Credit Secured Obligations 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 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



- 21 -









 




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.




     Each of 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 each of 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. No
Obligor may assign, transfer or delegate any of its 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 the Obligations, at any time or from time to time



- 22 -









 




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 also 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” includes 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 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. 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



- 23 -









 




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 Loan Document requires proceeds of collateral under such Loan
Document to be applied in accordance with the provisions of this Agreement, the Collateral Agent or
holder under such other Loan Document shall apply such proceeds in accordance with this Section.




Section 5.12 Conflict.





	(1)	 	Subject to Subsection (2) below, in the event of a direct conflict between the terms and
provisions contained in this Agreement and the terms and provisions contained in the Credit
Agreement, it is the intentions of the parties hereto that such terms and provisions in such
documents shall be read together and construed, to the fullest extent possible, to be in
concert with each other. In the event of any actual, irreconcilable conflict that cannot be
resolved as aforesaid, the terms and provisions of the Credit Agreement shall control and
govern.
	 
	(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. 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. EXCEPT AS
PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT
AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY
THE COLLATERAL AGENT.





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.



- 24 -









 





     IN WITNESS WHEREOF the Obligors have executed this Agreement.



	 	 	 	 	 
	 	AV METALS 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 	 



- 25 -









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS NO. 1 LIMITED
PARTNERSHIP, by its general partner, 4260848 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Authorized Signing Officer 	 
	 




- 26 -











 





SCHEDULE “A”

INSTRUMENTS AND SECURITIES




SECURITIES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Record Owner	 	 	 	No. of Shares or	 	No. of Shares or	 	 	 	 	 	No. Shares Covered
	 	 	 	 	(Beneficial Owner,	 	 	 	Interests	 	Interests	 	 	 	 	 	by Warrants;
	Issuer	 	Type of Organization	 	if different)	 	Certificate No.	 	Owned	 	Outstanding	 	Percentage Ownership	 	Options
	
NORTH AMERICA
	Novelis Inc.

	 	Canadian Corporation
	 	AV Metals Inc.
	 	C-1
	 	1,000 common shares
	 	1,000 common shares
	 	 	100	%	 	None
	Novelis No. 1
Limited Partnership

	 	Québec Limited

Partnership
	 	Novelis Inc.
(Limited Partner)

4260848 Canada Inc.
(General Partner)
	 	N/A
	 	N/A
	 	 	N/A	 	 	99.99%



0.01%
	 	None
	4260848 Canada Inc.

	 	Canadian Corporation
	 	Novelis Inc.
	 	C-1
	 	100 common shares
	 	100 common shares
	 	 	100	%	 	None
	4260856 Canada Inc.

	 	Canadian Corporation
	 	Novelis Inc.
	 	C-1
	 	100 common shares
	 	100 common shares
	 	 	100	%	 	None
	Novelis Cast House
Technology Ltd.

	 	Ontario Corporation
	 	Novelis Inc.
	 	6
	 	200 common shares
	 	200 common shares
	 	 	100	%	 	None
	Novelis Corporation

	 	Texas Corporation
	 	Novelis Inc.
	 	7
	 	4,945 common shares
	 	4,945 common shares
	 	 	100	%	 	None
	Novelis Brand LLC

	 	Delaware Limited

Liability Company
	 	Novelis Inc.
	 	1
	 	1 share
	 	1 share
	 	 	100	%	 	None
	Novelis South 

America Holdings 

LLC

	 	Delaware Limited

Liability Company
	 	Novelis Inc.
	 	1
	 	1 share
	 	1 share
	 	 	100	%	 	None
	
EUROPE
	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






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Record Owner	 	 	 	No. of Shares or	 	No. of Shares or	 	 	 	 	 	No. Shares Covered
	 	 	Type of  	 	(Beneficial Owner,	 	 	 	Interests	 	Interests	 	Percentage	 	by Warrants;
	Issuer	 	Organization	 	if different)	 	Certificate No.	 	Owned	 	Outstanding	 	 Ownership	 	Options
	Novelis Foil France 

SAS

	 	French Société par

Action Simplifiée
	 	Novelis Inc.
	 	N/A
	 	5,502,500 shares
	 	5,502,500 shares
	 	 	100	%	 	None
	Novelis Europe 

Holdings Limited

	 	UK private company

limited by shares
	 	Novelis Inc.
	 	10



12
	 	165,631,965 ordinary

shares

144,928,900

preferred shares
	 	165,631,965

ordinary shares

144,928,900
preferred shares
	 	 	100	%	 	None
	Novelis Aluminium 

Beteiligungs GmbH

	 	German GmbH
	 	Novelis Inc.
	 	N/A
	 	25,000 common shares
	 	25,000 common shares
	 	 	100	%	 	None
	Novelis Madeira, 

Unipessoal, Lda

	 	Portuguese Limited

Liability

Commercial Company
	 	Novelis Inc.
	 	N/A
	 	1 quota
	 	1 quota
	 	 	100	%	 	None
	
SOUTH AMERICA
	Novelis do Brasil
Ltda.

	 	Brazilian Limited

Liability Quota

Company
	 	Novelis Inc.
Novelis South
America Holdings
LLC
	 	N/A
	 	120,130,999 quotas

1 quota
	 	120,131,000 quotas
	 	 	99.999

0.001	%

%	 	None
	
ASIA
	Aluminium Company
of Malaysia Berhad

	 	Malaysian Public

Company limited by

shares listed on

the Malaysian Stock

Exchange

	 	Novelis Inc.
 

 

 

 

Miscellaneous
Shareholders
	 	N/A 
 
 
 
 
	 	78,234,054 ordinary
shares 
 
 

54,027,794
shares
	 	134,330,848

ordinary

shares(including

2,079,000 treasury

shares)

	 	59.15%
 

 

 

 

40.85%
	 	None 
 
 
 







- 2 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Record Owner	 	 	 	No. of Shares or	 	No. of Shares or	 	 	 	 	 	No. Shares Covered
	 	 	Type of	 	(Beneficial Owner,	 	 	 	Interests	 	Interests	 	Percentage	 	by Warrants;
	Issuer	 	 Organization	 	if different)	 	Certificate No.	 	Owned	 	Outstanding	 	Ownership	 	Options
	Novelis Korea 

Limited

	 	Korean Company,

Limited
	 	4260856 Canada Inc.
 
 
 
 

4260848
Canada Inc.
	 	Ahje00006~9

Saje000017~23

Maje000030~35

Daje000032~34

Gaje000065

Ahje00003~5

Saje000016

Maje000023~29

Daje000027~31

Gaje000060~64
	 	47,631 shares
 
 
 
 
 

 31,755 shares

	 	136,640 shares

(including 19,735

Treasury Stock)
 
 
 
 
 
 

	 	40.74%

(except Treasury

Stock)
 
 

27.16%
(except

Treasury Stock)
 
 

	 	None 
 
 
 
 
 
 
 

	 
	Novelis (India)
Infotech Ltd.

	 	Indian Limited

Liability Company
	 	Novelis Inc.

Mr. A. R. Das

Ms. Ananya Maitra 


Mr. Kishan Ladsaria 


Mr. Raj Mundra 


Mr. Indrajit Pathak 


Mr. Shrikant
Turalkar
	 	1 & 8

2

3

6

7

5

4
	 	49,940

10 shares

10 shares

10 shares

10 shares

10 shares

10 shares
	 	 	50,000	 	 	 	99.88

0.02

0.02

0.02

0.02

0.02

0.02	%

%

%

%

%

%

%	 	None






- 3 -









 






INSTRUMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank Name/	 	 	 	 	 	 	 	 	 	 
	Company	 	Description	 	 	Noteholder	 	 	Issue Date	 	 	Due date	 	 	Amount	 
	Novelis Aluminum AL
	 	Loan	 	Novelis Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	Holding Company
	 	 	 	 	 	 	 	 	 	 	7/10/2008	 	 	 	2/ 3/2015	 	 	EUR 87,291,599	 
	Novelis Luxembourg
	 	Loan	 	Novelis Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	S.A.
	 	 	 	 	 	 	 	 	 	 	2/3/2005	 	 	 	2/3/2015	 	 	EUR 15,000,000	 
	Novelis Aluminum AL
	 	Loan	 	Novelis Inc.	 	 	 	 	 	 	 	 	 	 	 	 
	Holding Company
	 	 	 	 	 	 	 	 	 	 	1/7/2005	 	 	 	1/7/2015	 	 	EUR 293,834,842	 
	Novelis AG
	 	Loan	 	Novelis Inc.	 	 	11/4/2009	 	 	 	1/13/2015	 	 	EUR 121,421,203	 
	Novelis Brand LLC
	 	Loan	 	Novelis No. 1 Limited Partnership	 	 	9/28/2010	 	 	 	7/6/2014	 	 	$	106,440,401	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	8/4/2008	 	 	 	8/4/2013	 	 	$	30,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	8/4/2008	 	 	 	8/4/2013	 	 	$	30,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	8/4/2008	 	 	 	8/4/2013	 	 	$	20,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	3/11/2008	 	 	 	3/11/2013	 	 	$	5,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	1/5/2008	 	 	 	1/5/2013	 	 	$	15,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	5/31/2007	 	 	 	5/31/2012	 	 	$	80,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	7/6/2007	 	 	 	5/31/2012	 	 	$	5,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	7/6/2007	 	 	 	5/31/2012	 	 	$	25,000,000	 
	Novelis do Brasil Ltda
	 	Loan	 	Novelis Inc.	 	 	7/6/2007	 	 	 	5/31/2012	 	 	$	25,000,000	 
	Novelis do Brazil Ltda
	 	Loan	 	Novelis Inc.	 	 	12/29/2009	 	 	 	9/15/2013	 	 	$	15,000,000	 
	Novelis Corp.
	 	Loan	 	Novelis Inc.	 	 	8/12/2010	 	 	 	8/12/2011	 	 	$	120,000,000	 
	Novelis Corp.
	 	Loan	 	Novelis Inc.	 	 	5/20/2010	 	 	 	5/20/2011	 	 	$	50,000,000	 
	Novelis Corp.
	 	Loan	 	Novelis Inc.	 	 	7/9/2010	 	 	 	7/8/2011	 	 	$	226,000,000	 






- 4 -









 






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., Novelis 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.




Novelis 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.



SECURITIES ACCOUNTS




     Nil.



- 5 -









 





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 l 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
[trade-marks/patents/copyrights/industrial
designs] (collectively, the “[Trade-Marks/
Patents/Copyrights/Industrial Designs]”); and



Bank of America, N.A., 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 [l] day of l, 2010 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 [l] day of [l], [l].




	 	 	 	 	 
	 	[NAME OF RELEVANT OBLIGOR]	 
	 	 	 
	 	Per:	 
	 	Authorized Signing Officer
	 



 









 






	 	 	 	 	 



EXHIBIT “A”

TRADE-MARKS/PATENTS/COPYRIGHTS/INDUSTRIAL DESIGNS





 











 





AV METALS INC.




NOVELIS INC.



NOVELIS CAST HOUSE TECHNOLOGY LTD.



4260848 CANADA INC.



4260856 CANADA INC.



NOVELIS NO. 1 LIMITED PARTNERSHIP



as Guarantors



and



BANK OF AMERICA, N.A.



as Collateral Agent



 




GUARANTEE

December 17, 2010



 




Stikeman Elliott llp



ABL Guarantee






 









 








TABLE OF CONTENTS




ARTICLE 1

INTERPRETATION



	 	 	 	 	 

	Section 1.1 Defined Terms
	 	 	1	 
	Section 1.2 Interpretation
	 	 	3	 






ARTICLE 2

GUARANTEE



	 	 	 	 	 

	Section 2.1 Guarantee
	 	 	4	 
	Section 2.2 Indemnity
	 	 	4	 
	Section 2.3 Primary Obligation
	 	 	4	 
	Section 2.4 Absolute Liability
	 	 	5	 






ARTICLE 3

ENFORCEMENT



	 	 	 	 	 

	Section 3.1 Remedies
	 	 	7	 
	Section 3.2 Amount of Obligations
	 	 	7	 
	Section 3.3 Payment on Demand
	 	 	7	 
	Section 3.4 Costs and Expenses
	 	 	7	 
	Section 3.5 Assignment and Postponement
	 	 	8	 
	Section 3.6 Suspension of Guarantor Rights
	 	 	9	 
	Section 3.7 No Prejudice to Secured Parties or Collateral Agent
	 	 	9	 
	Section 3.8 No Subrogation
	 	 	10	 
	Section 3.9 No Set-off
	 	 	11	 
	Section 3.10 Successors of the Borrowers
	 	 	11	 
	Section 3.11 Continuing Guarantee and Continuing Obligations
	 	 	11	 
	Section 3.12 Supplemental Security
	 	 	11	 
	Section 3.13 Security for Guarantee
	 	 	11	 
	Section 3.14 Right of Set-off
	 	 	11	 
	Section 3.15 Interest Act (Canada)
	 	 	12	 
	Section 3.16 Taxes
	 	 	12	 
	Section 3.17 Judgment Currency
	 	 	12	 






ARTICLE 4

GENERAL



	 	 	 	 	 

	Section 4.1 Notices, etc
	 	 	13	 
	Section 4.2 No Merger, Survival of Representations and Warranties
	 	 	13	 
	Section 4.3 Further Assurances
	 	 	13	 
	Section 4.4 Successors and Assigns
	 	 	14	 
	Section 4.5 Amendment
	 	 	14	 
	Section 4.6 Waivers, etc
	 	 	14	 






(i)









 






	 	 	 	 	 

	Section 4.7 Severability
	 	 	14	 
	Section 4.8 Collateral Agent
	 	 	15	 
	Section 4.9 Application of Proceeds
	 	 	15	 
	Section 4.10 Governing Law
	 	 	15	 






SCHEDULES


SCHEDULE “A” GUARANTOR SECURITY DOCUMENTS









(ii)









 








GUARANTEE




     Guarantee dated as of December 17, 2010 made by each of AV Metals Inc., Novelis Inc., Novelis
Cast House Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc. and Novelis No. 1 Limited
Partnership, by its general partner 4260848 Canada Inc., to and in favour of Bank of America, N.A.,
as Collateral Agent, and the other 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)	 	It is a condition precedent to the extension of credit to the Borrowers under
the Credit Agreement that the Guarantors execute and deliver this Guarantee; and






	 	(c)	 	The Guarantors consider it in their best interests to provide this Guarantee.





     In consideration of the foregoing and other good and valuable consideration, the receipt and
adequacy of which are acknowledged, each of the Guarantors agree as follows.



ARTICLE 1

INTERPRETATION



Section 1.1 Defined Terms.





As used in this Guarantee the following terms have the following meanings:




“Administrative Agent” means Bank of America, N.A. acting as administrative agent for the
Secured Parties and any successor administrative agent appointed under the Credit
Agreement, and its successors and assigns.




“Agents” mean, collectively, the Administrative Agent and the Collateral Agent.




“Borrowers” means, collectively, the Canadian Borrower, the U.S. Borrowers, the U.K.
Borrower and the Swiss Borrower.




“Canadian Borrower” means Novelis Inc., a corporation amalgamated and existing under the
laws of Canada, and its successors and permitted assigns.



 









 






“Collateral Agent” means Bank of America, N.A. acting as collateral agent for the Secured
Parties and any successor collateral agent appointed under the Credit Agreement, and its
successors and assigns.




“Credit Agreement” means the credit agreement dated as of December 17, 2010 among, inter
alia, the Borrowers, Holdings, the Subsidiary Guarantors, the Lenders, the Administrative
Agent, the Collateral Agent, Bank of America, N.A., as issuing bank and U.S. swingline
lender, and The Royal Bank of Scotland PLC, as European swingline lender, 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.




“Discharge of Revolving Credit Secured Obligations” shall have the meaning given to it in
the Intercreditor Agreement.




“Guarantee” means this guarantee.




“Guarantors” means, collectively, Holdings, 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 any one of them.




“Guarantor Security Documents” means, collectively, the agreements described in Schedule
“A” and any other security held by the Collateral Agent and the Secured Parties, or any one
of them, from time to time for the Guarantors’ obligations under this Guarantee.




“Holdings” means AV Metals Inc., a corporation incorporated and existing under the laws of
Canada, and its successors and permitted assigns.




“Intercreditor Agreement” shall mean that certain intercreditor agreement dated as of the
date hereof, by and among, inter alia, the Companies party thereto, the Administrative
Agent, the Collateral Agent, the Term Loan Collateral Agent, the Term Loan Administrative
Agent, and such other persons as may become party thereto from time to time pursuant to the
terms



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thereof, as the same may be amended, restated, supplemented or otherwise modified from time
to time.




“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.




“Loan Parties” means, collectively, the Borrowers, the Guarantors, the other Subsidiary
Guarantors, and any other Person that, from time to time, provides credit support for the
Obligations.




“Obligations” means the “Secured Obligations” as defined in the Credit Agreement.




“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, each
co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent, any
Receiver or Delegate, each other Agent, the Lenders, the Issuing Banks and each Secured
Bank Product Provider.




“Swiss Borrower” means Novelis AG, a stock corporation (AG) organized under the laws of
Switzerland, and its successors and permitted assigns.




“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.




“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)	 	Capitalized terms used in this Guarantee but not defined have the meanings given to them in
the Credit Agreement.






	(2)	 	In this Guarantee the words “including”, “includes” and “include” mean “including (or
includes or include) without limitation”. The phrase “the aggregate of”, “the total of”, “the
sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without
duplication, of”. The expression “Article”, “Section” or other subdivision followed by a
number mean and refer to the specified Article, Section or other subdivision of this
Guarantee.




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	(3)	 	Any reference in this Guarantee to gender includes all genders. Words importing the singular
number only include the plural and vice versa.






	(4)	 	The division of this Guarantee into Articles, Sections and other subdivisions and the
insertion of headings are for convenient reference only and are not to affect its
interpretation.






	(5)	 	The schedules attached to this Guarantee form an integral part of it for all purposes of it.






	(6)	 	Any reference to this Guarantee, any Loan Document or any Guarantor Security Document refers
to this Guarantee or such Loan Document or Guarantor 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 to it. Except as otherwise provided in this
Guarantee, any reference in this Guarantee 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.






	(7)	 	All references in this Guarantee to dollars, unless otherwise specifically indicated, are
expressed in Canadian currency.





ARTICLE 2

GUARANTEE



Section 2.1 Guarantee.




     Each of the Guarantors irrevocably and unconditionally guarantees to the Secured Parties the
due and punctual payment, and the due performance, whether at stated maturity, by acceleration or
otherwise, of the Obligations. Each of the Guarantors agrees that the Obligations will be paid to
the Collateral Agent and Secured Parties strictly in accordance with their terms and conditions.



Section 2.2 Indemnity.




     If any or all of the Obligations are not duly performed by the Borrowers and are not performed
by the Guarantors under Section 2.1 for any reason whatsoever, each of the Guarantors will, as a
separate and distinct obligation, indemnify and save harmless the Collateral Agent and the Secured
Parties from and against all losses resulting from the failure of the Borrowers to duly perform
such Obligations.



Section 2.3 Primary Obligation




     If any or all of the Obligations are not duly performed by the Borrowers and are not performed
by the Guarantors under Section 2.1 or the Collateral Agent and the Secured Parties are not
indemnified under Section 2.2, in each case, for any



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reason whatsoever, such Obligations will, as a separate and distinct obligation, be performed
by each Guarantor as primary obligor.




Section 2.4 Absolute Liability.




     Each of the Guarantors agrees that the liability of each of the Guarantors under Section 2.1
and Section 2.3 and, for greater certainty, under Section 2.2, is absolute and unconditional
irrespective of:




	 	(a)	 	the lack of validity or enforceability of any terms of any of the Loan
Documents;






	 	(b)	 	any contest by any of the Borrowers or any other Person as to the amount of
the Obligations, the validity or enforceability of any terms of the Loan Documents or
the perfection or priority of any security granted to the Collateral Agent or the
Secured Parties;






	 	(c)	 	any defence, counter claim or right of set-off available to the Borrowers;






	 	(d)	 	any release, compounding or other variance of the liability of the Borrowers
or any other Person liable in any manner under or in respect of the Obligations or the
extinguishment of all or any part of the Obligations by operation of law;






	 	(e)	 	any change in the time or times for, or place or manner or terms of payment
or performance of the Obligations or any consent, waiver, renewal, alteration,
extension, compromise, arrangement, concession, release, discharge or other
indulgences which the Secured Parties or the Collateral Agent may grant to the
Borrowers or any other Person;






	 	(f)	 	any amendment or supplement to, or alteration or renewal of, or restatement,
replacement, refinancing or modification or variation of (including any increase in
the amounts available thereunder or the inclusion of an additional borrower
thereunder), or other action or inaction under, the Credit Agreement, the other Loan
Documents or any other related document or instrument, or the Obligations;






	 	(g)	 	any discontinuance, termination, reduction, renewal, increase, abstention
from renewing or other variation of any credit or credit facilities to, or the terms
or conditions of any transaction with, the Borrowers or any other Person;






	 	(h)	 	any change in the ownership, control, name, objects, businesses, assets,
capital structure or constitution of the Borrowers, the Guarantors or




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	 	 	 	any other Loan Party or any reorganization (whether by way of reconstruction,
consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the
Borrowers, the Guarantors or any other Loan Party or their respective businesses;






	 	(i)	 	any dealings with the security which the Secured Parties or the Collateral
Agent hold or may hold pursuant to the terms and conditions of the Loan Documents,
including the taking, giving up or exchange of securities, their variation or
realization, the accepting of compositions and the granting of releases and
discharges;






	 	(j)	 	any limitation of status or power, disability, incapacity or other
circumstance relating to the Borrowers, the Guarantors, any other Loan Party or any
other Person, including any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation, winding-up or other like proceeding involving or
affecting the Borrowers, the Guarantors, any other Loan Party or any other Person or
any action taken with respect to this Guarantee by any trustee or receiver, or by any
court, in any such proceeding, whether or not the Guarantors shall have notice or
knowledge of any of the foregoing;






	 	(k)	 	the assignment of all or any part of the benefits of this Guarantee;






	 	(l)	 	any impossibility, impracticability, frustration of purpose, force majeure or
illegality of any Loan Document, or the occurrence of any change in the laws, rules,
regulations or ordinances of any jurisdiction or by any present or future action of
(i) any Governmental Authority that amends, varies, reduces or otherwise affects, or
purports to amend, vary, reduce or otherwise affect, any of the Obligations or the
obligations of the Guarantors under this Guarantee, or (ii) any court order that
amends, varies, reduces or otherwise affects any of the Obligations;






	 	(m)	 	any taking or failure to take security, any loss of, or loss of value of, any
security, or any invalidity, non-perfection or unenforceability of any security held
by the Secured Parties or the Collateral Agent, or any exercise or enforcement of, or
failure to exercise or enforce, security, or irregularity or defect in the manner or
procedure by which the Collateral Agent and the Secured Parties realize on such
security;






	 	(n)	 	any application of any sums received to the Obligations, or any part thereof,
and any change in such application; and




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	 	(o)	 	any other circumstances which might otherwise constitute a defence available
to, or a discharge of, the Guarantors, the Borrowers or any other Person in respect of
the Obligations or this Guarantee.





ARTICLE 3

ENFORCEMENT



Section 3.1 Remedies.




     The Secured Parties and the Collateral Agent are not bound to exhaust their recourse against
the Borrowers or any other Person or realize on any security they may hold in respect of the
Obligations before being entitled to (i) enforce payment and performance under this Guarantee or
(ii) pursue any other remedy against the Guarantors, or any of them, and each of the Guarantors
renounces all benefits of discussion and division.



Section 3.2 Amount of Obligations.




     Any account settled or stated by or between the Collateral Agent and any of the Loan Parties,
or if any such account has not been settled or stated immediately before demand for payment under
this Guarantee, any account stated by the Collateral Agent shall, in the absence of manifest
mathematical error, be accepted by each of the Guarantors as conclusive evidence of the amount of
the Obligations which is due by such Loan Party to the Secured Parties and the Collateral Agent or
remains unpaid by such Loan Party to the Secured Parties and the Collateral Agent.



Section 3.3 Payment on Demand.




     Each of the Guarantors will pay and perform the Obligations and pay all other amounts payable
by it to the Secured Parties or the Collateral Agent under this Guarantee, and the obligation to do
so arises, immediately after demand for such payment or performance is made in writing to such
Guarantor. The liabilities of each of the Guarantors bear interest from the date of such demand at
the rate or rates of interest then applicable to the Obligations under and calculated in the manner
provided in the Loan Documents (including any adjustment to give effect to the provisions of the
Interest Act (Canada)).



Section 3.4 Costs and Expenses.




     All Taxes and Other Taxes, charges, costs, and expenses (including legal fees courts, costs,
receivers or agent’s remuneration and notarial fees) including withholding taxes, relating to,
resulting from, or otherwise connected with, this Guarantee, the execution, amendment and/or the
enforcement of this Guarantee shall, for greater certainty, be for the account of the applicable
Guarantor and shall be paid in accordance with Section 2.15 of the Credit Agreement.



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Section 3.5 Assignment and Postponement.





	(1)	 	All obligations, liabilities and indebtedness of the Borrowers, or any of them, to the
Guarantors, or any of them, of any nature whatsoever and all security therefor (the
“Intercorporate Indebtedness”) are assigned and transferred to the Collateral Agent as
continuing and collateral security for the applicable Guarantor’s obligations under this
Guarantee and postponed to the payment in full of all Obligations. Until the occurrence of an
Event of Default that is continuing, the Guarantors may receive payments in respect of the
Intercorporate Indebtedness as permitted under the Credit Agreement. The Guarantors will not
assign all or any part of the Intercorporate Indebtedness to any Person other than the
Collateral Agent or the Secured Parties.






	(2)	 	Upon the occurrence and during the continuation of an Event of Default, all Intercorporate
Indebtedness will be held in trust for the Secured Parties and the Collateral Agent and will
be collected, enforced or proved subject to, and for the purpose of, this Guarantee. In such
event, any payments received by any Guarantor in respect of Intercorporate Indebtedness will
be held in trust for the Secured Parties and the Collateral Agent and segregated from other
funds and property held by such Guarantor and immediately paid to the Collateral Agent on
account of the Obligations.






	(3)	 	Intercorporate Indebtedness shall not be released or withdrawn by any Guarantor without the
prior written consent of the Collateral Agent. Such Guarantor will not allow a limitation
period to expire on the Intercorporate Indebtedness or ask for or obtain any security or
negotiable paper for, or other evidence of, the Intercorporate Indebtedness except for the
purpose of delivering the same to the Collateral Agent.






	(4)	 	In the event of any insolvency, bankruptcy or other proceeding involving the liquidation,
arrangement, compromise, reorganization or other relief with respect to any of the Borrowers
or their debts, each of the Guarantors will, upon the request of the Collateral Agent, make
and present a proof of claim or commence such other proceedings against such Borrower on
account of the Intercorporate Indebtedness as may be reasonably necessary to establish such
Guarantor’s entitlement to payment of any Intercorporate Indebtedness. Such proof of claim or
other proceeding must be made or commenced prior to the earlier of (i) the day which is 30
days after notice requesting such action is delivered by or on behalf of the Collateral Agent
to such Guarantor and (ii) the day which is 10 days preceding the date when such proof of
claim or other proceeding is required by applicable law to be made or commenced. Such proof
of claim or other proceeding must be in form and substance acceptable to the Collateral Agent.




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	(5)	 	If any Guarantor fails to make and file such proof of claim or commence such other proceeding
in accordance with this Section 3.5, the Collateral Agent is irrevocably authorized, empowered
and directed and appointed the true and lawful attorney of such Guarantor (but is not
obliged): (i) to make and present for and on behalf of such Guarantor proofs of claims or
other such proceedings against such Borrower on account of the Intercorporate Indebtedness,
(ii) to demand, sue for, receive and collect any and all dividends or other payments or
disbursements made in respect of the Intercorporate Indebtedness in whatever form the same may
be paid or issued and to apply the same on account of the Obligations, and (iii) to demand,
sue for, collect and receive each such payment and distribution and give acquittance therefor
and to file claims and take such other actions, in its own name or in the name of such
Guarantor or otherwise, as the Collateral Agent may deem necessary or advisable to enforce its
rights under this Guarantee.






	(6)	 	Each of the Guarantors will execute all subordinations, postponements, assignments and other
agreements as the Collateral Agent may reasonably request to more effectively subordinate and
postpone the Intercorporate Indebtedness to the payment and performance of the Obligations.






	(7)	 	The provisions of this Section 3.5 survive the termination of this Guarantee and remain in
full force and effect until the Discharge of Revolving Credit Secured Obligations.





Section 3.6 Suspension of Guarantor Rights.




     Prior to the occurrence of the Discharge of Revolving Credit Secured Obligations, no Guarantor
will exercise any rights which it may at any time have by reason of the performance of any of its
obligations under this Guarantee (i) to be indemnified by the Borrowers, (ii) to claim contribution
from any other guarantor of the debts, liabilities or obligations of the Borrowers, or (iii)
subject to Section 3.8, to take the benefit (in whole or in part and whether by way of subrogation
or otherwise) of any rights of the Secured Parties or the Collateral Agent under any of the Loan
Documents.



Section 3.7 No Prejudice to Secured Parties or Collateral Agent.




     The Secured Parties and the Collateral Agent are not prejudiced in any way in the right to
enforce any provision of this Guarantee by any act or failure to act on the part of the Borrowers,
the Secured Parties or the Collateral Agent. The Collateral Agent and the Secured Parties may, at
any time and from time to time, in such manner as any of them may determine is expedient, without
any consent of, or notice to, the Guarantors and without impairing or releasing the obligations of
the Guarantors (i) change the manner, place, time or terms of payment or performance



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of the Obligations, (ii) renew or alter the Obligations, (iii) amend, vary, modify, supplement
or replace any Loan Document or any other related document or instrument, (iv) discontinue, reduce,
renew, increase, abstain from renewing or otherwise vary any credit or credit facilities to, any
transaction with, the Borrowers or any other Person, (v) release, compound or vary the liability of
the Borrowers or any other Person liable in any manner under or in respect of the Obligations, (vi)
take or abstain from taking securities or collateral from any other Person, or from perfecting
securities or collateral of any other Person, (vii) exercise or enforce or refrain from exercising
or enforcing any right or security against the Borrowers, the Guarantors or any other Person,
(viii) accept compromises or arrangement from any Person, (ix) apply any sums from time to time
received to the Obligations, or any part thereof, and change any such application in whole or in
part from time to time, (x) otherwise deal with, or waiver or modify their right to deal with, any
Person and security. In their dealings with the Borrowers, the Collateral Agent and the Secured
Parties need not enquire into the authority or power of any Person purporting to act for or on
behalf of the Borrowers or any one of them.




Section 3.8 No Subrogation




     Each of the Guarantors irrevocably waives any claim, remedy or other right which it may now
have or hereafter acquire against the Borrowers that arises from the existence, payment,
performance or enforcement of such Guarantor’s obligations under this Guarantee, including any
right of subrogation, reimbursement, exoneration, indemnification or any right to participate in
any claim or remedy of the Secured Parties or the Collateral Agent against the Borrowers or any
collateral which the Secured Parties or the Collateral Agent now have or hereafter acquire, whether
or not such claim, remedy or other right is reduced to judgment or is liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured, and whether or
not such claim, remedy or other right arises in equity or under contract, statute or common law.
Each of the Guarantors further agrees that each of the Borrowers are an intended third party
beneficiary of such Guarantor’s waiver contained in this Section 3.8. If any amount is paid to any
Guarantor in violation of this Section 3.8 and, at such time, the Secured Parties’ and the
Collateral Agent’s claims against the Borrowers in respect of the Obligations have not been paid in
full, any amount paid to any of the Guarantors is deemed to have been paid to such Guarantor for
the benefit of, and held in trust for, the Secured Parties and the Collateral Agent, and will
immediately be paid to the Collateral Agent to be credited and applied to such Obligations. Each
of the Guarantors acknowledges that it will receive direct and indirect benefits from the
transactions contemplated by this Guarantee and that the waiver in this Section 3.8 is knowingly
made in contemplation of such benefits.



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Section 3.9 No Set-off.




     To the fullest extent permitted by law, each of the Guarantors makes all payments under this
Guarantee without regard to any defence, counter-claim or right of set-off available to it.



Section 3.10 Successors of the Borrowers.




     This Guarantee will not be revoked by any change in the constitution of any of the Borrowers.
This Guarantee and the Guarantor Security Documents extend to any person, firm or corporation
acquiring, or from time to time carrying on, the business of any of the Borrowers.



Section 3.11 Continuing Guarantee and Continuing Obligations.




     The obligation of each of the Guarantors under Section 2.1 is a continuing guarantee, and the
obligations of each of the Guarantors under Section 2.2 and Section 2.3 are continuing obligations.
Each of Section 2.1, Section 2.2 and Section 2.3 extends to all present and future Obligations,
applies to and secures the ultimate balance of the Obligations due or remaining due to the
Collateral Agent and the Secured Parties and is binding as a continuing obligation of each of the
Guarantors until the Collateral Agent and the Secured Parties release such Guarantor. This
Guarantee will continue to be effective or be reinstated, as the case may be, if at any time any
payment of any of the Obligations is rescinded or must otherwise be returned by the Secured Parties
or the Collateral Agent upon the insolvency, bankruptcy or reorganization of any of the Borrowers
or otherwise, all as though the payment had not been made.



Section 3.12 Supplemental Security.




     This Guarantee is in addition and without prejudice to and supplemental to all other
guarantees, indemnities, obligations and security now held or which may hereafter be held by the
Secured Parties or the Collateral Agent.



Section 3.13 Security for Guarantee.




     Each of the Guarantors acknowledges that this Guarantee is intended to secure payment and
performance of the Obligations and that the payment and performance of the Obligations and the
other obligations of each of the Guarantors under this Guarantee are secured pursuant to the terms
and provisions of the Guarantor Security Documents.



Section 3.14 Right of Set-off.




     Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent
and each of the Secured Parties are authorized by each of the Guarantors at any time and from time
to time and may, to the fullest extent permitted by law, set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness
at any time



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owing by the Collateral Agent or the Secured Parties to or for the credit or the account of
any of the Guarantors against any and all of the obligations of such Guarantor now or hereafter
existing irrespective of whether or not (i) the Secured Parties or the Collateral Agent have made
any demand under this Guarantee, or (ii) any of the obligations comprising the Obligations are
contingent or unmatured. The rights of the Collateral Agent and the Secured Parties under this
Section 3.14 are in addition and without prejudice to and supplemental to other rights and remedies
which the Collateral Agent and the Secured Parties may have.




Section 3.15 Interest Act (Canada).




     Each of the Guarantors acknowledges that certain of the rates of interest applicable to the
Obligations may be computed on the basis of a year of 360 days or 365 days, as the case may be and
paid for the actual number of days elapsed. For purposes of the Interest Act (Canada), whenever
any interest is calculated using a rate based on a year of 360 days or 365 days, as the case may
be, such rate determined pursuant to such calculation, when expressed as an annual rate is
equivalent to (i) the applicable rate based on a year of 360 days or 365 days, as the case may be,
(ii) multiplied by the actual number of days in the calendar year in which the period for such
interest is payable (or compounded) ends, and (iii) divided by 360 or 365, as the case may be.



Section 3.16 Taxes.




     The provisions of Sections 2.12 (with respect to Taxes) and 2.15 of the Credit Agreement are
hereby incorporated, mutatis mutandi, and shall apply to this Guarantee, the Guarantors, the
Lenders, the Collateral Agent and the Administrative Agent as if set forth herein.



Section 3.17 Judgment Currency.





	(1)	 	If for the purposes of obtaining judgment in any court it is necessary to convert all or any
part of the Obligations or any other amount due to a Secured Party or the Collateral Agent in
respect of any Guarantor’s obligations under this Guarantee in any currency (the “Original
Currency”) into another currency (the “Other Currency”), each of the Guarantors, to the
fullest extent that it may effectively do so, agrees that the rate of exchange used shall be
that at which, in accordance with normal banking procedures, the Secured Party or Collateral
Agent, as the case may be, could purchase the Original Currency with the Other Currency on the
Business Day preceding that on which final judgment is paid or satisfied.






	(2)	 	The obligations of each of the Guarantors in respect of any sum due in the Original Currency
from it to any Secured Party or the Collateral Agent shall, notwithstanding any judgment in
any Other Currency, be discharged only to the extent that on the Business Day following
receipt by such Secured Party




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	 	 	or the Collateral Agent, as the case may be, of any sum adjudged to be so due in such Other
Currency such Secured Party or Collateral Agent, as the case may be, may, in accordance
with its normal banking procedures, purchase the Original Currency with such Other
Currency. If the amount of the Original Currency so purchased is less than the sum
originally due to the Secured Party in the Original Currency, each of the Guarantors
agrees, as separate obligations and notwithstanding any such judgment, to indemnify the
Secured Party or Collateral Agent, as the case may be, against such loss, and if the amount
of the Original Currency so purchased exceeds the sum originally due to the Secured Party
or Collateral Agent, as the case may be, in the Original Currency, the Secured Party or
Collateral Agent, as the case may be, agrees to remit such excess to the applicable
Guarantor.





ARTICLE 4

GENERAL



Section 4.1 Notices, etc.




     Any notice, direction or other communication (each a “Notice”) given regarding the matters
contemplated by this Guarantee must be in writing and given in accordance with the Credit
Agreement.



Section 4.2 No Merger, Survival of Representations and Warranties.




     The representations, warranties and covenants of each of the Guarantors in this Guarantee
survive the execution and delivery of this Guarantee and each advance under the Credit Agreement.
Notwithstanding any investigation made by or on behalf of the Collateral Agent or the Secured
Parties, the representations, warranties and covenants in this Guarantee continue in full force and
effect.



Section 4.3 Further Assurances.





	(1)	 	Each of the Guarantors will do all acts and things and execute and deliver, or cause to be
executed and delivered, all documents and instruments that the Collateral Agent may reasonably
request to give full effect to this Guarantee and to perfect and preserve the rights and
powers of the Collateral Agent and the Secured Parties under this Guarantee, including any
acknowledgements and confirmations of this Guarantee and the Guarantor Security Documents.






	(2)	 	Each of the Guarantors acknowledges and confirms that it has established its own adequate
means of obtaining from the Borrowers on a continuing basis all information desired by such
Guarantor concerning the financial condition of the Borrowers and that it will look to the
Borrowers and not to the Collateral Agent or the Secured Parties, in order to keep adequately
informed of changes in the Borrowers financial condition.




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Section 4.4 Successors and Assigns.




     This Guarantee is binding upon each of the Guarantors, their respective successors and
permitted assigns, and enures to the benefit of the Secured Parties, the Collateral Agent and their
respective successors and assigns. This Guarantee may be assigned by the Collateral Agent without
the consent of, or notice to, the Guarantors, 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 Guarantee or otherwise. In any action brought by an assignee
to enforce any such right or remedy, no Guarantor will assert against the assignee any claim or
defence which such Guarantor now has or may have against the Collateral Agent or any of the Secured
Parties. No Guarantor may assign, transfer or delegate any of their rights or obligations under
this Guarantee without the prior written consent of the Collateral Agent which may be unreasonably
withheld.



Section 4.5 Amendment.




     This Guarantee may only be amended, supplemented or otherwise modified by written agreement
executed by the Collateral Agent and the Guarantors.



Section 4.6 Waivers, etc.





	(1)	 	No consent or waiver by the Collateral Agent or the Secured Parties in respect of this
Guarantee is binding unless made in writing and signed by an authorized officer of the
Collateral Agent. Any consent or waiver given under this Guarantee is effective only in the
specific instance and for the specific purpose for which given. No waiver of any of the
provisions of this Guarantee 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 Guarantee 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 4.7 Severability.




     If any court of competent jurisdiction from which no appeal exists or is taken, determines
that any provision of this Guarantee is illegal, invalid or unenforceable, that provision will be
severed from this Guarantee and the remaining provisions will remain in full force and effect.



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Section 4.8 Collateral Agent.




     By accepting the benefits of this Guarantee, the Secured Parties agree that this Guarantee may
be enforced only by the action of the Collateral Agent and that no other Secured Party shall have
any right individually to seek to enforce this Guarantee or to realize upon the security to be
granted hereby, it being understood and agreed that such rights and remedies may be exercised by
the Collateral Agent for the benefit of the Secured Parties upon the terms of the Credit Agreement.



Section 4.9 Application of Proceeds.




     All monies collected by the Collateral Agent or any Secured Party under this Guarantee will be
applied as provided in the Credit Agreement. To the extent any other Loan Document requires
proceeds of collateral under such Loan Document to be applied in accordance with the provisions of
this Guarantee, the Collateral Agent or holder under such other Loan Document shall apply such
proceeds in accordance with this Section.



Section 4.10 Governing Law.




     This Guarantee 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.



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     IN WITNESS WHEREOF the Guarantor has executed this Guarantee.



	 	 	 	 	 
	 	AV METALS 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 	 
	 	 	 	 



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	 	NOVELIS NO. 1 LIMITED PARTNERSHIP, 

by its
general partner, 4260848 Canada Inc.

 	 
	 	By:  	 	 
	 	 	Authorized Signing Officer 	 
	 	 	 	 



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SCHEDULE “A”

GUARANTOR SECURITY DOCUMENTS


A general security agreement dated the date hereof by the Canadian Borrower and the Guarantors to
and in favour of the Collateral Agent, for the benefit of the Secured Parties.





 











 





BOND PLEDGE AGREEMENT




This Agreement is made as of the 17th day of December, 2010.




	 	 	 

	BY:

	 	NOVELIS INC.
	 
	 	 
	IN FAVOUR OF:

	 	BANK OF AMERICA, N.A., in
its capacity as collateral agent for
the benefit of the Secured Parties






     WHEREAS Novelis Inc. (the “Corporation”) has created and executed a
Bond No. 2010-2 (the “Bond”) in favour of the Collateral Agent under the Credit Agreement (as
defined below), payable on demand in the principal amount of Two Billion dollars in the lawful
currency of Canada (Cdn$2,000,000,000);



     AND WHEREAS the Corporation has agreed to pledge the Bond to the Collateral Agent (as defined
below) for the benefit of the Secured Parties, as a general and continuing collateral security for
the due and punctual payment, performance and fulfillment of the Secured Obligations (as defined
below).


NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the foregoing, and for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:





	1.	 	The following words or expressions whenever used in this Agreement (and in the preamble above
which forms an integral part of this Agreement) shall have the following meanings:






	 	1.1	 	“Bond” has the meaning ascribed to such term in the preamble;






	 	1.2	 	“Collateral Agent” means Bank of America, N.A., as collateral agent under the
Credit Agreement, on behalf and for the benefit of all present and future Secured
Parties, and includes such other person as shall have subsequently been appointed as
the successor Collateral Agent under and in accordance with the provisions of the
Credit Agreement;






	 	1.3	 	“Corporation” has the meaning ascribed to such term in the preamble;






	 	1.4	 	“Credit Agreement” means that certain credit agreement to be dated on or about
the date hereof, among, inter alios, Novelis Inc., Novelis Corporation, Novelis AG,
Novelis UK Ltd, Novelis Corporation and the other U.S. Subsidiaries of Novelis Inc.
party thereto, as borrowers, the other guarantors party thereto, the lenders party
thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Issuing
Bank, and U.S. Swingline Lender, and The Royal Bank of Scotland PLC, as European
Swingline Lender, as the same may be amended, modified, extended, renewed, replaced,
restated, supplemented or refinanced from time to





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	 	 	 	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.






	 	1.5	 	“Event of Default” has the meaning ascribed to such term in the Credit
Agreement;






	 	1.6	 	“Secured Parties” has the meaning ascribed to such term in the Credit
Agreement; and






	 	1.7	 	“Secured Obligations” has the meaning ascribed to such term in the Credit
Agreement (but shall exclude obligations under the Bond).






	2.	 	This Agreement shall be interpreted in accordance with the following:






	 	2.1	 	words denoting the singular include the plural and vice versa, and words
denoting any gender include all genders;






	 	2.2	 	the division of this Agreement into articles and sections and the insertion of
headings are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement; and






	 	2.3	 	the word “including” shall mean “including without limitation” and “includes”
shall mean “includes without limitation”.






	3.	 	As a general and continuing collateral security for the due and punctual payment, performance
and fulfillment of the Secured Obligations and for the due and punctual payment of the
expenses and charges, if any, incurred by the Collateral Agent to obtain payment of the
Secured Obligations or to conserve the Bond, the Corporation pledges the Bond by delivering
same to the Collateral Agent for the benefit of the Secured Parties to the extent of Two
Billion dollars in lawful currency of Canada (Cdn$2,000,000,000), with interest thereon at the
rate of Twenty-Five Percent (25%) per annum from the date hereof. The Corporation hereby
waives the benefits of division and discussion. To the extent the Secured Obligations consist,
inter alios, of obligations of a Loan Party other than the Corporation, the Corporation hereby
obligates itself in respect of such Secured Obligations to the extent necessary to constitute
the pledge contemplated hereunder.






	4.	 	The Collateral Agent may, forthwith and from time to time but only upon the occurrence and
continuance of an Event of Default, exercise and enforce all the rights and remedies available
to it under the Bond (subject to Section 7 hereof), as fully and effectually as if the
Collateral Agent were the absolute owner of the Bond, provided however that the Collateral
Agent shall not be bound to deal with the Bond or exercise any right or remedy as aforesaid
and shall not be liable for any loss which may be occasioned by any failure to do so. The
rights of the Collateral Agent herein stipulated with respect to the Bond shall be in addition to and not exclusive of all other rights and





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	 	 	remedies which the Collateral Agent or the Secured Parties have or may otherwise enforce or
exercise.






	5.	 	If any immaterial provision of this Agreement is, or becomes, illegal, invalid or
unenforceable, such provision shall be severed from this agreement and be ineffective to the
extent of such illegality, invalidity or unenforceability. The remaining provisions hereof
shall be unaffected by such provision and shall continue to be valid and enforceable.






	6.	 	Neither the Collateral Agent nor the Secured Parties shall be obliged to exhaust their
recourses against the Corporation or any other person or persons or against any other security
any of them may hold in respect of the Secured Obligations before realizing upon or otherwise
dealing with the Bond in such manner as they may consider desirable.






	7.	 	The Collateral Agent hereby agrees that it shall not demand payment under the Bond unless an
Event of Default has occurred and is continuing. Furthermore, the Collateral Agent also hereby
agrees that it shall only have the right to demand payment from the Corporation under the Bond
of an aggregate amount which may not in any manner whatsoever be in excess of the aggregate
amount owing by the Corporation to the Secured Parties pursuant to or in connection with the
Secured Obligations.






	8.	 	The Collateral Agent may grant extensions or other indulgences, take and give up securities,
accept compositions, grant releases and discharges and otherwise deal with the Corporation and
with other parties, sureties or securities as it may deem fit without prejudice to the Secured
Obligations or the rights of the Collateral Agent or the Secured Parties in respect of the
Bond. The Collateral Agent and the Secured Parties: (i) shall not be liable or accountable for
any failure to collect, realize or obtain payment in respect of the Bond save in respect of
the gross negligence or intentional fault of the Collateral Agent or any Secured Party; (ii)
shall not be bound to institute proceedings for the purpose of collecting, enforcing,
realizing or obtaining payment of the Bond or for the purpose of preserving any rights of any
of them or any other parties, the Corporation or any parties in respect thereof; and (iii)
shall not be responsible for any loss occasioned by any sale or other dealing with the Bond or
by the retention of or failure to sell or otherwise deal therewith, or be bound to protect the
Bond from depreciating in value or becoming worthless.






	9.	 	If the Collateral Agent shall at any time resign or be replaced, and another person be
appointed as a successor collateral agent under and in accordance with the provisions of the
Credit Agreement, the Collateral Agent shall assign the Bond to the successor collateral
agent, and the successor collateral agent shall become vested with all rights, powers,
privileges, obligations and duties of the retiring Collateral Agent, and the retiring
Collateral Agent shall be discharged from its duties and obligations hereunder except as may
be otherwise set forth in the Credit Agreement.





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	10.	 	This security is in addition to and not in substitution for any other security now or
hereafter held by the Collateral Agent or the Secured Parties.






	11.	 	This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.






	12.	 	This Agreement shall be deemed to be a Security Document under the Credit Agreement.






	13.	 	The Corporation agrees to indemnify the Collateral Agent and the Secured Parties from and
against any and all claims, losses and liabilities arising out of or resulting from this
Agreement (including enforcement of this Agreement), except claims, losses or liabilities
resulting from the Collateral Agent’s gross negligence or intentional fault.






	14.	 	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 Corporation and shall be paid in accordance with Section 2.15 of the
Credit Agreement.






	15.	 	This Agreement shall be governed by, and interpreted in accordance with, the laws of the
Province of Québec and the laws of Canada applicable therein, without giving effect to any
conflicts of law or rules thereof. The Corporation hereby irrevocably attorns and submits to
the non-exclusive jurisdiction of the courts of the Province of Québec with respect to any
matter arising under or relating to this Agreement.






	16.	 	IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND PROVISIONS CONTAINED IN THIS
AGREEMENT AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT AGREEMENT, IT IS THE INTENTION
OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH DOCUMENTS SHALL BE READ TOGETHER
AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN CONCERT WITH EACH OTHER. IN THE EVENT
OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE RESOLVED AS AFORESAID, THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND GOVERN. NOTWITHSTANDING ANYTHING HEREIN
TO THE CONTRARY, THE PLEDGE 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, TO BE DATED ON OR ABOUT THE DATE HEREOF (AS AMENDED, RESTATED,
AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR
AGREEMENT”), AMONG NOVELIS INC., NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND
LLC, NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC,





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	 	 	NOVELIS UK LTD, NOVELIS AG, AV METALS INC. (“HOLDINGS”), THE SUBSIDIARIES OF HOLDINGS FROM
TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS REVOLVING CREDIT ADMINISTRATIVE AGENT
AND REVOLVING CREDIT COLLATERAL AGENT (AS SUCH TERMS ARE DEFINED IN THE INTERCREDITOR
AGREEMENT), BANK OF AMERICA, N.A., AS TERM LOAN ADMINISTRATIVE AGENT AND TERM LOAN
COLLATERAL AGENT (AS SUCH TERMS ARE 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. EXCEPT AS PROVIDED FOR IN THIS SECTION, NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND
CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.
	 
	17.	 	The Secured Parties, by the Collateral Agent, and the other parties hereto hereby expressly
waive the provisions and protection of Section 32 of the Act Respecting the Special Powers of
Legal Persons and specifically authorize the Collateral Agent and any partnership or legal
person whereof the Collateral Agent is a member or officer, to act as a holder of the Bond.






	18.	 	This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original and all of which taken together shall be deemed to constitute one and the
same instrument.






	19.	 	The parties hereby acknowledge and confirm that they have required that this Agreement be
drawn up in English and are satisfied therewith. Les parties aux présentes confirment et
reconnaissent avoir requis que la présente convention soit rédigée en anglais et s’en
déclarent satisfaites.





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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first
written above.




	 	 	 	 	 
	 	NOVELIS INC.

 	 
	 	Per:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	BANK OF AMERICA, N.A., as Collateral Agent

 	 
	 	Per:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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DEED OF HYPOTHEC



Minute No.






IN THE YEAR TWO THOUSAND AND TEN, THIS l DAY OF DECEMBER.



BEFORE [Kevin Leonard], the undersigned Notary for the Province of Québec, practicing at Montréal.



APPEARED:



NOVELIS INC. (hereinafter referred to as the “Grantor”), a legal person constituted under the laws
of Canada, having a place of business at 191 Evans Avenue, Toronto, Ontario, M8Z 1J5 and which is
herein represented by Brigitte Gauthier, its authorized representative, who is duly authorized in
virtue of a resolution of its board of directors dated l, a certified copy or duplicate of
which is annexed hereto after having been signed for identification by the said representative and
by the undersigned Notary.



AND:



BANK OF AMERICA, N.A. (hereinafter referred to as the “Trustee”), as holder of an irrevocable power
of attorney (fondé de pouvoir) of the present and future holders of the Bond (as hereinafter
defined), which Trustee is duly organized and which is herein represented by Ma Ry Tran, its
authorized representative, who is duly authorized as she so declares.



WHICH PARTIES HAVE DECLARED AND AGREED AS FOLLOWS:



1. DEFINITIONS




     Unless it is otherwise apparent from or inconsistent with the context, certain words and
expressions in this Deed the initial letter of which is capitalized and which are not otherwise
defined in the text itself, have the meaning ascribed thereto in Schedule I, or if not defined in
such text or Schedule I, then such words and expressions shall have the meaning ascribed thereto in
the Credit Agreement.


2. OBLIGATIONS SECURED




     The Grantor hereby acknowledges it will be issuing on or about December 17, 2010, Bond No.
2010-2 in the aggregate amount of Two Billion dollars in lawful currency of Canada
(Cdn$2,000,000,000) (as the same may be amended, supplemented, restated or otherwise modified from
time to time, the “Bond”), in favour of Bank of America, N.A., in its capacity as collateral agent
under and pursuant to the Credit Agreement (the “Collateral Agent”) for the benefit of all present
and future Secured Parties, and agreed to secure by way of the present hypothec its obligations
towards the Collateral Agent, under the Bond.








 









 










     In this Deed, the word “Obligations” means the payment by the Grantor to the Collateral Agent
of the principal amount of the Bond, interest thereon and all other amounts from time to time owing
thereunder or pursuant thereto and the performance by the Grantor of all of its obligations under
the Bond and hereunder.


3. HYPOTHEC




     As security for the full and final payment of the Obligations and of the expenses, if any,
incurred by the Trustee to obtain payment of the Obligations or to conserve the Mortgaged Property,
the Grantor hereby hypothecates to and in favour of the Trustee as holder of an irrevocable power
of attorney (fondé de pouvoir) for all present and future holders of the Bond, to the extent of Two
Billion dollars in lawful currency of Canada (Cdn$2,000,000,000), with interest thereon at the rate
of Twenty-Five Percent (25%) per annum from the date hereof, all present and future immovable and
movable property of the Grantor, corporeal or incorporeal, wherever situate including, without
limitation:




	(a)	 	The immovable property described in Schedule II hereof, together with all present and future
works, constructions and appurtenances related thereto;






	(b)	 	All present and future immovables which the Grantor is or may hereafter become the owner from
time to time, together with all present and future works, constructions and appurtenances
related thereto;






	(c)	 	All present and future corporeal and incorporeal property which, with respect to the
immovables hereinabove charged, are covered by any of Articles 901 through 904 of the Civil
Code;






	(d)	 	All present and future corporeal movable property which ensures the utility of the immovables
hereinabove charged;






	(e)	 	All rents which are or may become payable in virtue of any and all present and future leases
upon the immovables hereinabove charged, and all indemnities paid in virtue of the insurance
contracts covering such rents; and






	(f)	 	All present and future movable property of the Grantor, tangible or intangible, wherever
situate including, without limitation:






	 	(i)	 	all of its Claims, present and future;
	 
	 	(ii)	 	all of its Property in Stock, present and future;
	 
	 	(iii)	 	all of its Equipment, present and future;
	 
	 	(iv)	 	all of its Intellectual Property, present and future;










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	 	(v)	 	all of its Contractual Rights, present and future; and
	 
	 	(vi)	 	all Securities, present and future.





     If any of the Mortgaged Property may not be assigned, subleased, charged or encumbered without
the leave, license, consent or approval of the applicable counterparty, a governmental authority or
any other person, the hypothec created hereby on any such property shall be under the suspensive
condition of obtaining such leave, license, consent or approval.



     Any and all Mortgaged Property, which is acquired, transformed or manufactured after the date
of this Deed shall be charged by the hypothecs created hereunder, (i) whether or not such property
has been acquired in replacement of other Mortgaged Property which may have been alienated by the
Grantor in the ordinary course of business, (ii) whether or not such property results from a
transformation, mixture of or combination of any Mortgaged Property, and (iii) in the case of
Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion
or cancellation or any other transformation of the charged Securities and without the Trustee being
required to register any notice whatsoever, the property charged under the hypothecs created
hereunder being the universality of the Grantor’s present and future movable and immovable
property.


4. REPRESENTATIONS AND WARRANTIES




     The Grantor hereby represents and warrants that:


4.1 It does not hold title to any claim secured by a registered hypothec which is not described in
Schedule III.



4.2 Since July 4, 2007, there has been (i) no external alterations, additions or improvements made
to the immovable property described in Schedule II hereof and (ii) no changes in the location of
the exterior walls of such immovable property.



5. COVENANTS OF THE GRANTOR




     The Grantor hereby undertakes and covenants in favour of the Trustee to:


5.1 Notify the Trustee in writing of:





	(a)	 	any change in the representations and warranties made hereinabove at Article 4; and






	(b)	 	the existence of any security, hypothec, prior claims or property right retained or assigned
securing Claims and, in such cases, to provide the
Trustee, upon demand, with satisfactory proof that such security










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		 	or hypothec has been
registered or published in accordance with applicable law in order for the rights of the
Trustee to be set up against third persons.




5.2 To refrain from mixing or combining the Corporeal Movable Property with other movable property
belonging to a third party, or from transforming the same, except in the normal course of the
Grantor’s Enterprise or unless consented to in writing by the Trustee.



5.3 To ensure that its right of ownership in any Mortgaged Property in the hands or possession of
any third party remains enforceable against third parties and, accordingly, that such right has
been registered or published, if registration or publication is required by law for the purpose of
enforcement against third parties.





	6.	 	SPECIAL PROVISIONS RELATIVE TO THE RENTS




6.1 The Trustee authorizes the Grantor to manage and collect the Rents in the ordinary course of
business. Such authorization may nevertheless be withdrawn at any time after the occurrence of an
Event of Default which is continuing, as provided by law, whereupon the Trustee shall be free to do
any of the following, without any interference or consent on the part of the Grantor and without
being bound (to the fullest extent permitted by law) by the rules respecting the administration of
the property of others:





	(a)	 	collect the Rents, give acquittances therefore and apply such sums (net of all collection
costs and the reasonable remuneration of the Trustee at the customary rates) in such manner as
it shall deem appropriate; and






	(b)	 	renew or modify the leases or consent to the termination thereof, execute new leases, take
and give up security and generally exercise, but without any obligation to do so and at its
entire discretion, all rights of the Grantor with respect to the Rents, it being understood
that the Trustee is relieved of any obligation to inform the Grantor of any irregularity in
the payment of any Rent and it shall incur no liability for any loss or damage which may
result from the exercise of its rights except in the case of its own intentional or gross
fault.




6.2 Any amount received by the Grantor with respect to the Rents after a withdrawal of
authorization as aforesaid shall be deemed so received for the benefit of the Trustee and shall
forthwith be remitted to the latter without demand or notice.



6.3 The Grantor shall deliver to the Trustee upon request a copy of all leases affecting the
Mortgaged Property and other information respecting the Rents on a timely basis.









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	7.	 	SPECIAL PROVISIONS RELATIVE TO THE CLAIMS




7.1 The Trustee authorizes the Grantor to manage and collect the Claims in the ordinary course of
business. Such authorization may nevertheless be withdrawn at any time after the occurrence of an
Event of Default which is continuing, as provided by law, whereupon the Trustee shall be free to do
any of the following, without any interference or consent on the part of the Grantor and without
being bound (to the full extent permitted by law) by the rules respecting the administration of the
property of others:





	(a)	 	collect the Claims and apply such proceeds (net of all collection costs and the reasonable
remuneration of the Trustee at the customary rates) to the Obligations in such manner as it
shall deem appropriate;






	(b)	 	give valid acquittances for any sums paid by third party debtors at any time after as well as
before the creation of this security, and unilaterally cause, with or without consideration,
the cancellation or reduction of any Encumbrance securing the Claims or any part thereof; and






	(c)	 	renegotiate, terminate or operate novation of the Claims in whole or in part upon such terms
and conditions as it shall deem reasonable, take and give up security and generally exercise,
but without any obligation to do so and at its entire discretion, all rights of the Grantor
with respect to the Claims, it being understood that the Trustee is relieved of any obligation
to inform the Grantor of any irregularity in the payment of any Claim and it shall incur no
liability for any loss or damage which may result from the exercise of its rights except in
the case of its own intentional or gross fault.




7.2 Any amount received by the Grantor with respect to the Claims after a withdrawal of
authorization as aforesaid shall be deemed so received for the benefit of the Trustee and shall
forthwith be remitted to the latter without demand or notice.



7.3 If any of the Claims are themselves secured by a Conventional Security or any other right
susceptible of publication under the law, the Trustee shall have the right to accomplish, at the
expense of the Grantor, all the formalities required to perfect against the third party debtors the
hypothecary rights of the Trustee upon such Claims and accessories thereof.





	8.	 	SPECIAL PROVISIONS RELATIVE TO THE HYPOTHEC ON SECURITIES




8.1 If the Grantor now or hereafter acquires Mortgaged Property consisting of certificated
securities, as such term is understood in the Transfer Act, it shall notify the Trustee thereof in
writing and promptly deliver to the Term Loan Collateral Agent (as such term is defined in the
Intercreditor Agreement) any and all certificates representing such









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Mortgaged Property (collectively, the “Pledged Certificated Securities”) and
other materials as may be required from
time to time to provide the Trustee with control (as such term is defined in the Transfer Act) over
all Pledged Certificated Securities in the manner provided under Section 55 of the Transfer Act and
at the request of the Trustee following the occurrence of en Event of Default which is continuing,
will cause all Pledged Certificated Securities to be registered in the name of the Trustee or its
nominee.



8.2 If the Grantor now or hereafter acquires any Mortgaged Property consisting of uncertificated
securities, as such term is understood in the Transfer Act, it shall notify the Trustee thereof in
writing and deliver to the Term Loan Collateral Agent (as such term is defined in the Intercreditor
Agreement) any and all such documents, agreements and other materials as may be required from time
to time to provide the Trustee with control over all such Mortgaged Property in the manner provided
under Section 56 of the Transfer Act.



8.3 If any securities, whether certificated or uncertificated, or other investment property or
financial asset (as such term is defined in the Transfer Act) now or hereafter acquired by the
Grantor are held by the Grantor or its nominee through a securities intermediary or commodity
intermediary or other intermediary (other than the Term Loan Collateral Agent (as such term is
defined in the Intercreditor Agreement)), the Grantor shall notify the Trustee thereof in writing
and, at the request of the Trustee, deliver to the Trustee any and all such documents, agreements
and other materials as may be required from time to time to provide the Trustee with control over
all such Mortgaged Property in the manner provided under Section 113 of the Transfer Act.



8.4 The Grantor shall not cause or permit any person other than the Trustee and the Term Loan
Collateral Agent (as such term is defined in the Intercreditor Agreement) to have control (as
understood in the Transfer Act) of any of the securities forming part of the Mortgaged Property
other than control (as understood in the Transfer Act) in favour of any depositary bank or
securities intermediary which has subordinated its encumbrance to the encumbrance of the Trustee
pursuant to documentation in form and substance satisfactory to the Trustee.



8.5 Until the occurrence of an Event of Default which is continuing, the Grantor shall be entitled
to exercise all rights attached to such securities, investment property and financial assets owned
by it, including any right to vote and any right of conversion or redemption, provided such rights
are not exercised in a manner which would impair the value of such securities.



8.6 Upon the occurrence of an Event of Default which is continuing and if permitted or not
otherwise prohibited under the Civil Code, the Trustee may, if it has control (as understood under
the Transfer Act) of securities and securities entitlements or if they are of a type, dealt in or
traded on securities exchanges or financial markets, sell such securities or security entitlements
or otherwise dispose of them without having to give a prior notice, obtain their









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surrender or observe
the time limits prescribed by Title Three of Book Six of the Civil Code.



8.7 Upon the occurrence of an Event of Default which is continuing, the Trustee and each of its
officers are hereby irrevocably authorized and empowered to complete the blanks in any transfer
form or power of attorney of any Pledged Certificated Securities with such names and dates and in
such manner as the Trustee or any such officer may deem advisable, and to deal with and deliver the
same in the manner herein provided. Such rights of the Trustee shall survive and have effect
notwithstanding the dissolution of the Grantor or the appointment of any trustee or receiver to its
assets.



8.8 The Trustee may, upon the occurrence of an Event of Default which is continuing, transfer any
Securities or any part thereof into its own name or that of a third party appointed by it so that,
the Trustee or its nominee(s) may appear as the sole registered holder thereof, in which case:





	(a)	 	All voting rights and any other right attached to such Securities may be exercised by the
Trustee (without any obligation of the Trustee to do so) or on behalf of the Trustee.






	(b)	 	The Trustee shall collect revenues, dividends and capital distributions and the Grantor shall
cease to have any right thereto and the Trustee may either hold same as Mortgaged Property or
apply them in reduction of the Obligations.






	(c)	 	The Trustee may give the Grantor a proxy, revocable at any time, authorizing it to exercise,
in whole or in part, all voting rights and any other rights attached to such Securities.




8.9 For the purpose of this Article 8, the Grantor hereby irrevocably appoints any officer or
employee of the Trustee as its attorney with full power of substitution and authority to execute
such documents necessary to render effective the rights granted to the Trustee pursuant to this
Article 8.



9. EVENTS OF DEFAULT




     The hypothecary rights hereby constituted shall become enforceable upon the occurrence of an
Event of Default.


10. EXERCISE OF HYPOTHECARY RIGHTS



10.1 Upon the occurrence of an Event of Default which is continuing, the Trustee may request, in
accordance with what is provided by law, from the Grantor the voluntary surrender of the Mortgaged
Property and the Grantor hereby undertakes to do so. To that end, the Grantor covenants not to
oppose the measures initiated by the Trustee for the purpose of taking possession of the assets surrendered by the Grantor, but to
facilitate the same. The Grantor shall also execute
any deed or document which may be necessary or useful to









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evidence such surrender or to give it full
effect. Notwithstanding the foregoing, the Grantor shall not be prevented from contesting before a
court of competent jurisdiction the existence of an Event of Default and asserting that, as a
result, the Trustee does not have the right to avail itself of the rights and recourses
contemplated in this Article 10.



10.2 The Trustee shall not be bound to exercise the same hypothecary rights against all of the
Mortgaged Property. Whatever hypothecary rights the Trustee elects to exercise, the following
provisions shall apply:





	(a)	 	The Trustee shall have the right, at the expense of the Grantor and in order to conserve or
realize upon the Mortgaged Property:






	 	(i)	 	to continue or terminate the use and operation of the Mortgaged Property,
including, without limitation, the processing and the sale of the Property in Stock;






	 	(ii)	 	to dispose of the Mortgaged Property which may perish or deteriorate
rapidly;






	 	(iii)	 	to use any information obtained by reason of the exercise of its rights;






	 	(iv)	 	to perform any obligation or covenant of the Grantor; and






	 	(v)	 	to exercise any right with respect to the Mortgaged Property.






	(b)	 	The Trustee shall not be bound to make an inventory, to take out insurance or to furnish any
security.






	(c)	 	The Trustee may acquire directly or indirectly any of the Mortgaged Property.






	(d)	 	The Trustee may from time to time in the course of the exercise of its rights, renounce, with
or without consideration, any right of the Grantor.






	(e)	 	The Trustee shall not be bound to make the Mortgaged Property productive or to conserve the
same.






	(f)	 	Should the Trustee at any time abandon the exercise of its rights, hypothecary or otherwise,
against the Mortgaged Property, the Trustee may elect, at its option, to return to the Grantor
without any representation or warranty, any Mortgaged Property which the Grantor had
surrendered to the Trustee, or the remainder thereof if any, the whole without prejudice to
its other rights and recourses.






	(g)	 	The Trustee shall be deemed to have acted in the best interest of the Grantor and its
successors if the Trustee has acted in accordance with its standard methods of assessing and
managing financial risks in the ordinary course of its business.










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10.3 Where the Trustee exercises a right of taking in payment and the Grantor, inasmuch as it has
the right to do so, requires that the Trustee sell the Mortgaged Property upon which such recourse
was exercised, the Grantor acknowledges that the Trustee shall not be bound to abandon the right of
taking in payment unless the Trustee has obtained, before the end of the period allowed for
surrender, (i) a satisfactory security guaranteeing that the sale will be made at a sufficiently
high price to enable the Trustee’s claim to be paid in full, (ii) the full reimbursement of all
costs thus incurred by it, and (iii) an advance of the funds needed for the sale of the said
properties.



10.4 If the Trustee itself sells any Mortgaged Property, it shall not be required to obtain any
prior appraisal thereof.



10.5 The sale by the Trustee of any Mortgaged Property may be concluded by the Trustee without
legal warranty or, at its option, without any warranty whatsoever.



10.6 The Trustee hereby irrevocably renounces to all rights or recourses of a hypothecary creditor
including, the right to follow contemplated in Article 2700 of the Civil Code, with respect to any
property which is Excluded Property and/or otherwise becomes Excluded Property during the term of
this Deed.



11. REDUCTION AND CANCELLATION




     The Trustee may unilaterally at its entire discretion consent to the reduction or cancellation
of the security hereby constituted. However, the Trustee shall not be bound to consent to any such
reduction or cancellation unless and until it has received the full and final payment of all
amounts hereby secured and there is no outstanding commitment on the part of any Secured Party to
advance further sums or extend further credits to the Grantor.



     If the Collateral Agent is authorized under the Credit Agreement to release, in whole or in
part, the security hereby constituted, then the Trustee is authorized to release such security
under this Deed.



     Upon the Discharge of Revolving Credit Secured Obligations (as such term is defined in the
Intercreditor Agreement), the Trustee shall grant an acquittance and consent to the reduction or
cancellation of the hypothecary rights hereby constituted and, concurrently, shall return the
Pledged Certificated Securities to the Grantor, together with all other relevant share transfer
powers, endorsements or other documents in connection with the Pledged Certificated Securities.








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12. GENERAL PROVISIONS



12.1 This Deed does not operate novation and the hypothec hereby constituted shall be in addition
to any other guarantee or security which the Trustee and/or the Secured Parties may have from time
to time.



12.2 This Deed need not be signed for acceptance by any of the Bondholders in order to be binding
on the Grantor. Such acceptance by the Bondholders shall be presumed and cannot be disputed by the
Grantor.



12.3 Any notices, directions or other communications provided for in this Deed must be in writing
and given in accordance with the Credit Agreement.



12.4 Subject to the provisions of the Credit Agreement, the Trustee may waive any covenant in its
favour herein contained and any Event of Default and may also grant extensions, take and give up
security, accept arrangements and otherwise deal with the Grantor or with any other party as the
Trustee may see fit, the whole without prejudice to the Obligations or to any other right of the
Trustee and of the Secured Parties. No failure or delay on the part of the Trustee in exercising
any right hereunder shall operate as a waiver thereof nor shall any waiver be effective unless the
same be in writing.



12.5 The Grantor shall be “en demeure” by the mere lapse of time, or may be put “en demeure” by any
other method provided by law.



12.6 This hypothec is a continuous security which will subsist notwithstanding any fluctuation of
the amounts hereby secured. The Grantor shall be deemed to obligate itself again as provided in
Article 2797 of the Civil Code with respect to any future obligation hereby secured.



12.7 The Trustee shall have the right, at the expense of the Grantor, to perform all acts and
things and to execute all documents as may be necessary to ensure that this hypothec remains
effective and opposable to third parties, including the execution and filing of any document
required for the renewal hereof.



12.8 If the term “Grantor” includes more than one person, each of them shall be jointly liable for
the performance of the obligations herein stipulated.



12.9 Subject to the provisions of the Credit Agreement, any amount received by the Trustee in the
exercise of its rights hereunder or under any law may, at its option, be retained by it as part of
the Mortgaged Property, or may be applied by it towards the partial payment of the Obligations, as
the Trustee shall alone determine notwithstanding the rules governing the application of payments.



12.10 The Trustee is not bound by any degree of care beyond a reasonable diligence in the exercise
of its rights or in the performance of its duties, and it









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shall not be liable for any loss or
damage resulting therefrom except as a result of its own intentional or gross fault.



12.11 The Trustee may delegate to any other person, including, without limitation, to any of the
Secured Parties, the exercise of its rights or the performance of its duties hereunder and may
provide such agents or mandataries with any information that the Trustee may possess with respect
to the Grantor or the Mortgaged Property.



12.12 The property or sums of money received or held by the Trustee by reason of these presents may
be invested by the Trustee in such manner as it shall deem appropriate without regard to rules
governing the administration of the property of others.



12.13 Neither the execution of this Deed nor the fact that the Trustee or the Secured Parties may
have already granted any part of the credits the repayment of which are hereby secured, shall be
deemed to oblige the Trustee or the Secured Parties either to keep such credits available or to
grant further credits.



12.14 The Grantor shall continue to be bound by all the obligations expressed herein
notwithstanding any transfer of the Mortgaged Property or any part thereof.



12.15 Except as may be otherwise apparent from the context, the word “Grantor” shall be interpreted
as referring to the Grantor itself and to all subsequent owners of the Mortgaged Property as well
as to any other person or persons having assumed the Grantor’s liabilities to the Trustee.



12.16 Unless there is something in the context inconsistent therewith, words importing the singular
shall include the plural and vice versa, and words importing the neuter gender shall include the
masculine and feminine genders and vice versa.



12.17 IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND PROVISIONS CONTAINED IN THIS DEED AND
THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT AGREEMENT, IT IS THE INTENTION OF THE PARTIES
HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO
THE FULLEST EXTENT POSSIBLE, TO BE IN CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL,
IRRECONCILABLE CONFLICT THAT CANNOT BE RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE
CREDIT AGREEMENT SHALL CONTROL AND GOVERN. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE
HYPOTHEC GRANTED TO THE TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF THE BOND, PURSUANT TO THIS DEED
AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE TRUSTEE HEREUNDER ARE SUBJECT TO THE PROVISIONS OF
THE INTERCREDITOR AGREEMENT, TO BE DATED ON OR ABOUT









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DECEMBER 17, 2010 (AS AMENDED, RESTATED,
AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM
TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC., NOVELIS CORPORATION, NOVELIS PAE
CORPORATION, NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC,
NOVELIS UK LTD, NOVELIS AG, AV METALS INC. (“HOLDINGS”), THE SUBSIDIARIES OF HOLDINGS FROM TIME TO
TIME PARTY THERETO, BANK OF AMERICA, N.A., AS REVOLVING CREDIT ADMINISTRATIVE AGENT AND REVOLVING
CREDIT COLLATERAL AGENT (AS SUCH TERMS ARE DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF
AMERICA, N.A., AS TERM LOAN ADMINISTRATIVE AGENT AND TERM LOAN COLLATERAL AGENT (AS SUCH TERMS ARE
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 DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. EXCEPT AS PROVIDED FOR IN THIS SECTION,
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF,
SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.



12.18 The Grantor acknowledges that it has read this Deed, that it has received adequate
explanation of the nature and scope of its obligations hereunder and that it is satisfied
therewith.



12.19 This Deed shall be binding upon the Grantor and its successors and assigns and shall inure to
the benefit of the Trustee and its successors and assigns, as holder of an irrevocable power of
attorney (fondé de pouvoir) for all present and future holders of the Bond.



12.20 This Deed of Hypothec shall be deemed to be a “Security Document” under the Credit Agreement.



12.21 The Trustee and the concerned Secured Parties may also at any time upon the occurrence of an
Event of Default, outside the purview of this hypothec, operate compensation between any of the
claims owing by the Trustee and/or the concerned Secured Parties to the Grantor and the Obligations
hereby secured. In case of the bankruptcy of the Grantor, such compensation shall be deemed to have
occurred immediately prior to such bankruptcy. For greater certainty, the Trustee, by its signature
hereof, also accepts the benefit of this provision on behalf and for all concerned Secured Parties.



12.22 The Grantor agrees to indemnify the Trustee as holder of an irrevocable power of attorney
(fondé de pouvoir) of the present and future









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holders of the Bond from and against any and all
claims, losses and liabilities arising out of or resulting from this Deed (including enforcement of the hypothecs contained
herein), except claims, losses or liabilities resulting from the Trustee’s intentional or gross
fault. This obligation of the Grantor shall survive even after the cancellation of this hypothec if
the cause of action originated prior to such cancellation.




     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 Deed, the execution,
amendment and/or the enforcement of this Deed, shall for greater certainty, be for the account of
the Grantor and shall be paid in accordance with Section 2.15 of the Credit Agreement.



     Without limiting the foregoing, the Grantor will upon demand pay to the Trustee, as holder of
an irrevocable power of attorney (fondé de pouvoir) of the present and future holders of the Bond,
the amount of any and all reasonable expenses, including the reasonable fees and disbursement of
its counsel and any experts, which the Trustee may incur in connection with (i) the administration
of the Deed, (ii) the custody, preservation, use or operation of, or the sale of, collection from,
or other realization upon, any of the Mortgaged Property, (iii) the exercise or enforcement of any
of the rights of the Trustee hereunder, or (iv) the failure by the Grantor to perform or observe
any of the provisions hereof.


12.23 This Deed shall be interpreted and construed in accordance with the laws of the Province of
Québec and the federal laws of Canada applicable therein.



12.24 Notwithstanding the provisions of Section 32 of An Act Respecting Special Powers of Legal
Persons (Québec), the Trustee may acquire and be the holder of the Bond. The parties hereto hereby
acknowledge that the Bond constitutes a title of indebtedness as such term is used in Article 2692
of the Civil Code. The Grantor also hereby appoints and constitutes the Trustee as the holder of an
irrevocable power of attorney (fondé de pouvoir) of all present and future holders of the Bond.



12.25 The parties hereto confirm their express wish that this Deed and all documents related
thereto be drawn up in English. Les parties aux présentes confirment leur volonté expresse de voir
le présent Acte et tous les documents s’y rattachant être rédigés en anglais.









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SCHEDULE I




CERTAIN DEFINITIONS


“Civil Code” or the abbreviation “C.c.Q” means the Civil Code of Québec.



“Claims” means, regardless of the debtors or the situs thereof, any and all claims, customer
accounts, book debts, accounts receivable and any other amounts or property now or hereafter owing
to the Grantor, either absolutely or conditionally, including all claims and indemnities payable
under insurance policies covering the same, all deposits and credit balances with financial
institutions, suppliers or others, all judgments, rights and accessories thereto, all Encumbrances
in support thereof and all books, papers, invoices, notes and data files evidencing, recording or
supporting the same.



“Contractual Rights” means any and all rights, title and interest of the Grantor in all contracts,
leases, bids, offers, supply agreements and all other agreements of any nature and description
relating to the Mortgaged Property or relating to the Enterprise and undertaking of the Grantor.



“Conventional Security” means a conventional hypothec, a security interest, a resolutory right, a
right of redemption, a reservation of ownership, a trust and any security device or other real
right, whether or not capable of registration, granted by agreement for the purpose of securing the
performance of an obligation.



“Corporeal Movable Property” means any of the Mortgaged Property which is movable in nature and
corporeal.



“Credit Agreement” means that certain credit agreement to be dated on or about December 17, 2010,
among, inter alios, Novelis Inc., Novelis Corporation, Novelis AG, Novelis UK Ltd, Novelis
Corporation and the other U.S. Subsidiaries of Novelis Inc. party thereto, as borrowers, the other
guarantors party thereto, the lenders party thereto, Bank of America, N.A., as Administrative
Agent, Collateral Agent, Issuing Bank, and U.S. Swingline Lender, and The Royal Bank of Scotland
PLC, as European Swingline Lender, 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.



“Encumbrance” means a legal cause of preference, a dismemberment of the right of ownership, a
special mode of ownership, a restriction on the right to dispose and a Conventional Security.



“Enterprise” means the carrying on of an organized economic activity, whether or not it is
commercial in nature, consisting of producing, administering or alienating property, or providing a
service.









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“Equipment” means corporeal movable property such as machinery, equipment, vehicles, rolling stock,
furniture and fixtures, and all licenses and other rights and records, files, charts, plans,
drawings, specifications, manuals, documents and warranties relating thereto.



“Event of Default” means the failure on the part of the Grantor to pay or perform any of the
Obligations on demand or otherwise when due and payable or to be performed, as the case may be.



“Intellectual Property” means all of the Grantor’s trade names, trade marks, copyrights, designs,
processes, know how, goodwill, licenses, franchises, permits, quotas, patents and other rights of
intellectual and industrial property of any nature and description, and all pending applications
pertaining thereto.



“Mortgaged Property” means any and all property, rights and interest, present and future, intended
to be charged by the hypothec created under Article 3 hereof, all substitutions and replacements
thereof, all increases, additions and accessions thereto, all rights attaching thereto and all
proceeds in any form derived directly or indirectly from any dealing with any of the foregoing or
the proceeds therefrom.



“Property in Stock” means, regardless of the situs thereof at any particular time, (a) all
inventory of raw materials, goods in process, finished products and stock in trade of any nature
and description, whether or not the same is held for let or hire, leasing, resale or otherwise, (b)
all goods and materials used in or procured for the packaging thereof, (c) any such property held
by third parties under let or hire, leasing, conditional sale, franchise, license, consignment or
other like contractual arrangements with its lawful owner, (d) any such property sold by the
Grantor and later taken back for any reason, and (e) all amounts and proceeds paid or payable to or
for the account of the Grantor as a result of the sale, lease or other dealings with any of the
foregoing.



“Rents” means the rents, present and future, and the insurance indemnities referred to in paragraph
(e) of Article 3.



“Secured Parties” shall have the meaning ascribed thereto in the Credit Agreement.



“Securities” means all securities, financial assets or security entitlements (as such terms are
defined or contemplated in the Transfer Act, as well as the renewals, substitutions and additions
to which they are subject and the securities and other property received or issued pursuant to any
transformation of such securities, along with all income derived and all rights arising therefrom,
and all present and future shares in the capital stock of a legal person, now or hereafter owned by
the Grantor, all present and future bonds, debentures, bills of exchange, promissory notes,
negotiable instruments and other evidences of indebtedness, and all present and future options,
warrants, investment certificates, mutual funds units, all interests or units of the Grantor in any partnership,
or any rights in respect of any of the









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foregoing, and any
other instrument or title generally called or included as a security, and also including, without
limitation, all Securities issued or received in substitution, renewal, addition or replacement of
Securities, or issued or received on the purchase, redemption, conversion, cancellation or other
transformation of Securities or issued or received by way of dividend or otherwise to holders of
Securities, and all present and future instruments, bills of lading, warehouse receipts, documents
or other evidences of title of the Grantor.



“Transfer Act” means An Act Respecting the Transfer of Securities and the Establishment of Security
Entitlements (Quebec), as amended, supplemented, restated or replaced from time to time.




SCHEDULE II



IMMOVABLE PROPERTY DESCRIPTION


An immovable known and designated as follows:





	a)	 	lot number TWO MILLION TWO HUNDRED NINETY THOUSAND NINE HUNDRED AND EIGHTY-TWO (2 290 982) of
the Cadastre of Québec, Registration Division of Chicoutimi;






	b)	 	lot number THREE MILLION FOUR HUNDRED EIGHTEEN THOUSAND ONE HUNDRED AND FORTY-SIX (3 418 146)
of the Cadastre of Québec, Registration Division of Chicoutimi;




With the building thereon erected bearing civic number 2040 Fay Street, in the City of Saguenay
(borough of Jonquière), Province of Québec, G7S 2N4.




SCHEDULE III




CLAIMS SECURED BY HYPOTHEC



NIL








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WHEREOF ACT:



DONE AND PASSED at Montreal, in the Province of Québec on the date hereinabove first mentioned and
recorded in the office of the undersigned Notary under minute number __________________________
______________________________________________________________________.



AND after the Grantor and the Trustee had declared to the said Notary that they had taken
cognizance of these presents and had exempted the said Notary from reading them or causing same to
be read, the said duly authorized representatives of the Grantor and the Trustee have signed in the
presence of the undersigned Notary.




	 	 	 	 	 
	 	NOVELIS INC.

 	 
	 	Per:  	 	 
	 	 	Brigitte Gauthier 	 
	 
	 	BANK OF AMERICA, N.A.


 	 
	 	Per:  	 	 
	 	 	Ma Ry Tran 	 
	 
	 	 
	 	[Kevin Leonard], Notary

 	 








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DEED OF HYPOTHEC



Minute No.







IN THE YEAR TWO THOUSAND AND TEN, THIS l DAY OF DECEMBER.



BEFORE [Kevin Leonard], the undersigned Notary for the Province of Québec, practicing at Montréal.



APPEARED:



NOVELIS NO. 1 LIMITED PARTNERSHIP (hereinafter referred to as the “Grantor”), a limited partnership
formed under the laws of the Province of Québec, with an office at 2040 Fay Street, Jonquière,
Québec, G7S 4K6, herein acting and represented by its general partner 4260848 CANADA INC., herein
acting and represented by Brigitte Gauthier, its authorized representative, who is duly authorized
in virtue of a resolution adopted by such general partner dated l, a certified copy or
duplicate of which is annexed hereto after having been signed for identification by the said
representative and by the undersigned Notary.



AND:



BANK OF AMERICA, N.A. (hereinafter referred to as the “Trustee”), as holder of an irrevocable power
of attorney (fondé de pouvoir) of the present and future holders of the Bond (as hereinafter
defined), which Trustee is duly organized and which is herein represented by Ma Ry Tran, its
authorized representative, who is duly authorized as she so declares.



WHICH PARTIES HAVE DECLARED AND AGREED AS FOLLOWS:



1. DEFINITIONS




     Unless it is otherwise apparent from or inconsistent with the context, certain words and
expressions in this Deed the initial letter of which is capitalized and which are not otherwise
defined in the text itself, have the meaning ascribed thereto in Schedule I, or if not defined in
such text or Schedule I, then such words and expressions shall have the meaning ascribed thereto in
the Credit Agreement.


2. OBLIGATIONS SECURED




     Novelis Inc. will be issuing on or about December 17, 2010, Bond No. 2010-2 in the aggregate
amount of Two Billion dollars in lawful currency of Canada (Cdn$2,000,000,000) (as the same may be
amended, supplemented, restated or otherwise modified from time to time, the “Bond”), in favour of
Bank of America, N.A., in its capacity as collateral agent under and pursuant to the Credit
Agreement (the “Collateral Agent”) for the benefit of all present and future Secured Parties, and
the Grantor has agreed









 









 












to secure by way of the present hypothec the obligations of Novelis Inc. towards the Collateral Agent,
under the Bond.




     In this Deed, the word “Obligations” means the payment by Novelis Inc. to the Collateral Agent
of the principal amount of the Bond, interest thereon and all other amounts from time to time owing
thereunder or pursuant thereto and the performance by Novelis Inc. of its obligations under the
Bond and the performance of the Grantor’s obligations hereunder.


3. HYPOTHEC




     As security for the full and final payment of the Obligations and of the expenses, if any,
incurred by the Trustee to obtain payment of the Obligations or to conserve the Mortgaged Property,
the Grantor hereby hypothecates to and in favour of the Trustee as holder of an irrevocable power
of attorney (fondé de pouvoir) for all present and future holders of the Bond, to the extent of Two
Billion dollars in lawful currency of Canada (Cdn$2,000,000,000), with interest thereon at the rate
of Twenty-Five Percent (25%) per annum from the date hereof, all present and future immovable and
movable property of the Grantor, corporeal or incorporeal, wherever situate including, without
limitation:




	(a)	 	The immovable property described in Schedule II hereof, together with all present and future
works, constructions and appurtenances related thereto;
	 
	(b)	 	All present and future immovables which the Grantor is or may hereafter become the owner from
time to time, together with all present and future works, constructions and appurtenances
related thereto;
	 
	(c)	 	All present and future corporeal and incorporeal property which, with respect to the
immovables hereinabove charged, are covered by any of Articles 901 through 904 of the Civil
Code;
	 
	(d)	 	All present and future corporeal movable property which ensures the utility of the immovables
hereinabove charged;
	 
	(e)	 	All rents which are or may become payable in virtue of any and all present and future leases
upon the immovables hereinabove charged, and all indemnities paid in virtue of the insurance
contracts covering such rents; and
	 
	(f)	 	All present and future movable property of the Grantor, tangible or intangible, wherever
situate including, without limitation:






	 	(i)	 	all of its Claims, present and future;
	 
	 	(ii)	 	all of its Property in Stock, present and future;





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	 	(iii)	 	all of its Equipment, present and future;
	 
	 	(iv)	 	all of its Intellectual Property, present and future;
	 
	 	(v)	 	all of its Contractual Rights, present and future; and
	 
	 	(vi)	 	all Securities, present and future.





     If any of the Mortgaged Property may not be assigned, subleased, charged or encumbered without
the leave, license, consent or approval of the applicable counterparty, a governmental authority or
any other person, the hypothec created hereby on any such property shall be under the suspensive
condition of obtaining such leave, license, consent or approval.



     Any and all Mortgaged Property, which is acquired, transformed or manufactured after the date
of this Deed shall be charged by the hypothecs created hereunder, (i) whether or not such property
has been acquired in replacement of other Mortgaged Property which may have been alienated by the
Grantor in the ordinary course of business, (ii) whether or not such property results from a
transformation, mixture of or combination of any Mortgaged Property, and (iii) in the case of
Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion
or cancellation or any other transformation of the charged Securities and without the Trustee being
required to register any notice whatsoever, the property charged under the hypothecs created
hereunder being the universality of the Grantor’s present and future movable and immovable
property.


4. REPRESENTATIONS AND WARRANTIES




     The Grantor hereby represents and warrants that:


4.1 It does not hold title to any claim secured by a registered hypothec which is not described in
Schedule III.



5. COVENANTS OF THE GRANTOR




     The Grantor hereby undertakes and covenants in favour of the Trustee to:


5.1 Notify the Trustee in writing of:





	(a)	 	any change in the representations and warranties made hereinabove at Article 4; and
	 
	(b)	 	the existence of any security, hypothec, prior claims or property right retained or assigned
securing Claims and, in such cases, to provide the Trustee, upon demand, with satisfactory
proof that such security or hypothec has been registered or published in accordance with





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	 	 	applicable law in order for the rights of the Trustee to be set up against third persons.




5.2 To refrain from mixing or combining the Corporeal Movable Property with other movable property
belonging to a third party, or from transforming the same, except in the normal course of the
Grantor’s Enterprise or unless consented to in writing by the Trustee.



5.3 To ensure that its right of ownership in any Mortgaged Property in the hands or possession of
any third party remains enforceable against third parties and, accordingly, that such right has
been registered or published, if registration or publication is required by law for the purpose of
enforcement against third parties.



5.4 The parties however acknowledge that the transfer to the Grantor of and its right of ownership
or other in the Intellectual Property listed in Schedule IV may not yet be recorded in the relevant
intellectual property offices.





	6.	 	SPECIAL PROVISIONS RELATIVE TO THE RENTS




6.1 The Trustee authorizes the Grantor to manage and collect the Rents in the ordinary course of
business. Such authorization may nevertheless be withdrawn at any time after the occurrence of an
Event of Default which is continuing, as provided by law, whereupon the Trustee shall be free to do
any of the following, without any interference or consent on the part of the Grantor and without
being bound (to the fullest extent permitted by law) by the rules respecting the administration of
the property of others:





	(a)	 	collect the Rents, give acquittances therefore and apply such sums (net of all collection
costs and the reasonable remuneration of the Trustee at the customary rates) in such manner as
it shall deem appropriate; and
	 
	(b)	 	renew or modify the leases or consent to the termination thereof, execute new leases, take
and give up security and generally exercise, but without any obligation to do so and at its
entire discretion, all rights of the Grantor with respect to the Rents, it being understood
that the Trustee is relieved of any obligation to inform the Grantor of any irregularity in
the payment of any Rent and it shall incur no liability for any loss or damage which may
result from the exercise of its rights except in the case of its own intentional or gross
fault.




6.2 Any amount received by the Grantor with respect to the Rents after a withdrawal of
authorization as aforesaid shall be deemed so received for the benefit of the Trustee and shall
forthwith be remitted to the latter without demand or notice.




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6.3 The Grantor shall deliver to the Trustee upon request a copy of all leases affecting the
Mortgaged Property and other information respecting the Rents on a timely basis.





	7.	 	SPECIAL PROVISIONS RELATIVE TO THE CLAIMS




7.1 The Trustee authorizes the Grantor to manage and collect the Claims in the ordinary course of
business. Such authorization may nevertheless be withdrawn at any time after the occurrence of an
Event of Default which is continuing, as provided by law, whereupon the Trustee shall be free to do
any of the following, without any interference or consent on the part of the Grantor and without
being bound (to the full extent permitted by law) by the rules respecting the administration of the
property of others:





	(a)	 	collect the Claims and apply such proceeds (net of all collection costs and the reasonable
remuneration of the Trustee at the customary rates) to the Obligations in such manner as it
shall deem appropriate;






	(b)	 	give valid acquittances for any sums paid by third party debtors at any time after as well as
before the creation of this security, and unilaterally cause, with or without consideration,
the cancellation or reduction of any Encumbrance securing the Claims or any part thereof; and






	(c)	 	renegotiate, terminate or operate novation of the Claims in whole or in part upon such terms
and conditions as it shall deem reasonable, take and give up security and generally exercise,
but without any obligation to do so and at its entire discretion, all rights of the Grantor
with respect to the Claims, it being understood that the Trustee is relieved of any obligation
to inform the Grantor of any irregularity in the payment of any Claim and it shall incur no
liability for any loss or damage which may result from the exercise of its rights except in
the case of its own intentional or gross fault.




7.2 Any amount received by the Grantor with respect to the Claims after a withdrawal of
authorization as aforesaid shall be deemed so received for the benefit of the Trustee and shall
forthwith be remitted to the latter without demand or notice.



7.3 If any of the Claims are themselves secured by a Conventional Security or any other right
susceptible of publication under the law, the Trustee shall have the right to accomplish, at the
expense of the Grantor, all the formalities required to perfect against the third party debtors the
hypothecary rights of the Trustee upon such Claims and accessories thereof.




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	8.	 	SPECIAL PROVISIONS RELATIVE TO THE HYPOTHEC ON SECURITIES




8.1 If the Grantor now or hereafter acquires Mortgaged Property consisting of certificated
securities, as such term is understood in the Transfer Act, it shall notify the Trustee thereof in
writing and promptly deliver to the Term Loan Collateral Agent (as such term is defined in the
Intercreditor Agreement) in accordance with the Intercreditor Agreement any and all certificates
representing such Mortgaged Property (collectively, the “Pledged Certificated Securities”) and
other materials as may be required from time to time to provide the Trustee with control (as such
term is defined in the Transfer Act) over all Pledged Certificated Securities in the manner
provided under Section 55 of the Transfer Act and at the request of the Trustee following the
occurrence of en Event of Default which is continuing, will cause all Pledged Certificated
Securities to be registered in the name of the Trustee or its nominee.



8.2 If the Grantor now or hereafter acquires any Mortgaged Property consisting of uncertificated
securities, as such term is understood in the Transfer Act, it shall notify the Trustee thereof in
writing and deliver to the Term Loan Collateral Agent (as such term is defined in the Intercreditor
Agreement) any and all such documents, agreements and other materials as may be required from time
to time to provide the Trustee with control over all such Mortgaged Property in the manner provided
under Section 56 of the Transfer Act.



8.3 If any securities, whether certificated or uncertificated, or other investment property or
financial asset (as such term is defined in the Transfer Act) now or hereafter acquired by the
Grantor are held by the Grantor or its nominee through a securities intermediary or commodity
intermediary or other intermediary (other than the Term Loan Collateral Agent (as such term is
defined in the Intercreditor Agreement)), the Grantor shall notify the Trustee thereof in writing
and, at the request of the Trustee, deliver to the Trustee any and all such documents, agreements
and other materials as may be required from time to time to provide the Trustee with control over
all such Mortgaged Property in the manner provided under Section 113 of the Transfer Act.



8.4 The Grantor shall not cause or permit any person other than the Trustee and the Term Loan
Collateral Agent (as such term is defined in the Intercreditor Agreement) to have control (as
understood in the Transfer Act) of any of the securities forming part of the Mortgaged Property
other than control (as understood in the Transfer Act) in favour of any depositary bank or
securities intermediary which has subordinated its encumbrance to the encumbrance of the Trustee
pursuant to documentation in form and substance satisfactory to the Trustee.



8.5 Until the occurrence of an Event of Default which is continuing, the Grantor shall be entitled
to exercise all rights attached to such securities, investment property and financial assets owned by it, including any right to




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vote and any right of conversion or redemption, provided such rights are not exercised in a manner which would impair the
value of such securities.



8.6 Upon the occurrence of an Event of Default which is continuing and if permitted or not
otherwise prohibited under the Civil Code, the Trustee may, if it has control (as understood under
the Transfer Act) of securities and securities entitlements or if they are of a type, dealt in or
traded on securities exchanges or financial markets, sell such securities or security entitlements
or otherwise dispose of them without having to give a prior notice, obtain their surrender or
observe the time limits prescribed by Title Three of Book Six of the Civil Code.



8.7 Upon the occurrence of an Event of Default which is continuing, the Trustee and each of its
officers are hereby irrevocably authorized and empowered to complete the blanks in any transfer
form or power of attorney of any Pledged Certificated Securities with such names and dates and in
such manner as the Trustee or any such officer may deem advisable, and to deal with and deliver the
same in the manner herein provided. Such rights of the Trustee shall survive and have effect
notwithstanding the dissolution of the Grantor or the appointment of any trustee or receiver to its
assets.



8.8 The Trustee may, upon the occurrence of an Event of Default which is continuing, transfer any
Securities or any part thereof into its own name or that of a third party appointed by it so that,
the Trustee or its nominee(s) may appear as the sole registered holder thereof, in which case:





	(a)	 	All voting rights and any other right attached to such Securities may be exercised by the
Trustee (without any obligation of the Trustee to do so) or on behalf of the Trustee.






	(b)	 	The Trustee shall collect revenues, dividends and capital distributions and the Grantor shall
cease to have any right thereto and the Trustee may either hold same as Mortgaged Property or
apply them in reduction of the Obligations.






	(c)	 	The Trustee may give the Grantor a proxy, revocable at any time, authorizing it to exercise,
in whole or in part, all voting rights and any other rights attached to such Securities.




8.9 For the purpose of this Article 8, the Grantor hereby irrevocably appoints any officer or
employee of the Trustee as its attorney with full power of substitution and authority to execute
such documents necessary to render effective the rights granted to the Trustee pursuant to this
Article 8.



9. EVENTS OF DEFAULT




     The hypothecary rights hereby constituted shall become enforceable upon the occurrence of an
Event of Default.



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10. EXERCISE OF HYPOTHECARY RIGHTS



10.1 Upon the occurrence of an Event of Default which is continuing, the Trustee may request, in
accordance with what is provided by law, from the Grantor the voluntary surrender of the Mortgaged
Property and the Grantor hereby undertakes to do so. To that end, the Grantor covenants not to
oppose the measures initiated by the Trustee for the purpose of taking possession of the assets
surrendered by the Grantor, but to facilitate the same. The Grantor shall also execute any deed or
document which may be necessary or useful to evidence such surrender or to give it full effect.
Notwithstanding the foregoing, the Grantor shall not be prevented from contesting before a court of
competent jurisdiction the existence of an Event of Default and asserting that, as a result, the
Trustee does not have the right to avail itself of the rights and recourses contemplated in this
Article 10.



10.2 The Trustee shall not be bound to exercise the same hypothecary rights against all of the
Mortgaged Property. Whatever hypothecary rights the Trustee elects to exercise, the following
provisions shall apply:





	(a)	 	The Trustee shall have the right, at the expense of the Grantor and in order to conserve or
realize upon the Mortgaged Property:






	 	(i)	 	to continue or terminate the use and operation of the Mortgaged Property,
including, without limitation, the processing and the sale of the Property in Stock;






	 	(ii)	 	to dispose of the Mortgaged Property which may perish or deteriorate
rapidly;






	 	(iii)	 	to use any information obtained by reason of the exercise of its rights;






	 	(iv)	 	to perform any obligation or covenant of the Grantor; and






	 	(v)	 	to exercise any right with respect to the Mortgaged Property.






	(b)	 	The Trustee shall not be bound to make an inventory, to take out insurance or to furnish any
security.






	(c)	 	The Trustee may acquire directly or indirectly any of the Mortgaged Property.






	(d)	 	The Trustee may from time to time in the course of the exercise of its rights, renounce, with
or without consideration, any right of the Grantor.






	(e)	 	The Trustee shall not be bound to make the Mortgaged Property productive or to conserve the
same.






	(f)	 	Should the Trustee at any time abandon the exercise of its rights, hypothecary or otherwise,
against the Mortgaged Property, the





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	 	 	Trustee may elect, at its option, to return to the Grantor
without any representation or warranty, any Mortgaged Property which the Grantor had
surrendered to the Trustee, or the remainder thereof if any, the whole without prejudice to
its other rights and recourses.






	(g)	 	The Trustee shall be deemed to have acted in the best interest of the Grantor and its
successors if the Trustee has acted in accordance with its standard methods of assessing and
managing financial risks in the ordinary course of its business.




10.3 Where the Trustee exercises a right of taking in payment and the Grantor, inasmuch as it has
the right to do so, requires that the Trustee sell the Mortgaged Property upon which such recourse
was exercised, the Grantor acknowledges that the Trustee shall not be bound to abandon the right of
taking in payment unless the Trustee has obtained, before the end of the period allowed for
surrender, (i) a satisfactory security guaranteeing that the sale will be made at a sufficiently
high price to enable the Trustee’s claim to be paid in full, (ii) the full reimbursement of all
costs thus incurred by it, and (iii) an advance of the funds needed for the sale of the said
properties.



10.4 If the Trustee itself sells any Mortgaged Property, it shall not be required to obtain any
prior appraisal thereof.



10.5 The sale by the Trustee of any Mortgaged Property may be concluded by the Trustee without
legal warranty or, at its option, without any warranty whatsoever.



10.6 The Trustee hereby irrevocably renounces to all rights or recourses of a hypothecary creditor
including, the right to follow contemplated in Article 2700 of the Civil Code, with respect to any
property which is Excluded Property and/or otherwise becomes Excluded Property during the term of
this Deed.



11. REDUCTION AND CANCELLATION




     The Trustee may unilaterally at its entire discretion consent to the reduction or cancellation
of the security hereby constituted. However, the Trustee shall not be bound to consent to any such
reduction or cancellation unless and until it has received the full and final payment of all
amounts hereby secured and there is no outstanding commitment on the part of any Secured Party to
advance further sums or extend further credits to the Grantor.



     If the Collateral Agent is authorized under the Credit Agreement to release, in whole or in
part, the security hereby constituted, then the Trustee is authorized to release such security
under this Deed.



     Upon the Discharge of Revolving Credit Secured Obligations (as such term is defined in the
Intercreditor Agreement), the Trustee shall grant an



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acquittance and consent to the reduction or
cancellation of the hypothecary rights hereby constituted and, concurrently, shall return the
Pledged Certificated Securities to the Grantor, together with all other relevant share transfer
powers, endorsements or other documents in connection with the Pledged Certificated Securities.



12. GENERAL PROVISIONS



12.1 This Deed does not operate novation and the hypothec hereby constituted shall be in addition
to any other guarantee or security which the Trustee and/or the Secured Parties may have from time
to time.



12.2 This Deed need not be signed for acceptance by any of the Bondholders in order to be binding
on the Grantor. Such acceptance by the Bondholders shall be presumed and cannot be disputed by the
Grantor.



12.3 Any notices, directions or other communications provided for in this Deed must be in writing
and given in accordance with the Credit Agreement.



12.4 Subject to the provisions of the Credit Agreement, the Trustee may waive any covenant in its
favour herein contained and any Event of Default and may also grant extensions, take and give up
security, accept arrangements and otherwise deal with the Grantor or with any other party as the
Trustee may see fit, the whole without prejudice to the Obligations or to any other right of the
Trustee and of the Secured Parties. No failure or delay on the part of the Trustee in exercising
any right hereunder shall operate as a waiver thereof nor shall any waiver be effective unless the
same be in writing.



12.5 The Grantor shall be “en demeure” by the mere lapse of time, or may be put “en demeure” by any
other method provided by law.



12.6 This hypothec is a continuous security which will subsist notwithstanding any fluctuation of
the amounts hereby secured. The Grantor shall be deemed to obligate itself again as provided in
Article 2797 of the Civil Code with respect to any future obligation hereby secured.



12.7 The Trustee shall have the right, at the expense of the Grantor, to perform all acts and
things and to execute all documents as may be necessary to ensure that this hypothec remains
effective and opposable to third parties, including the execution and filing of any document
required for the renewal hereof.



12.8 If the term “Grantor” includes more than one person, each of them shall be jointly liable for
the performance of the obligations herein stipulated.



12.9 Subject to the provisions of the Credit Agreement, any amount received by the Trustee in the
exercise of its rights hereunder or under any
law may, at its option, be retained by it as part of the Mortgaged Property, or may be applied by
it towards the partial payment of the Obligations, as the




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Trustee shall alone determine
notwithstanding the rules governing the application of payments.



12.10 The Trustee is not bound by any degree of care beyond a reasonable diligence in the exercise
of its rights or in the performance of its duties, and it shall not be liable for any loss or
damage resulting therefrom except as a result of its own intentional or gross fault.



12.11 The Trustee may delegate to any other person, including, without limitation, to any of the
Secured Parties, the exercise of its rights or the performance of its duties hereunder and may
provide such agents or mandataries with any information that the Trustee may possess with respect
to the Grantor or the Mortgaged Property.



12.12 The property or sums of money received or held by the Trustee by reason of these presents may
be invested by the Trustee in such manner as it shall deem appropriate without regard to rules
governing the administration of the property of others.



12.13 Neither the execution of this Deed nor the fact that the Trustee or the Secured Parties may
have already granted any part of the credits the repayment of which are hereby secured, shall be
deemed to oblige the Trustee or the Secured Parties either to keep such credits available or to
grant further credits.



12.14 The Grantor shall continue to be bound by all the obligations expressed herein
notwithstanding any transfer of the Mortgaged Property or any part thereof.



12.15 Except as may be otherwise apparent from the context, the word “Grantor” shall be interpreted
as referring to the Grantor itself and to all subsequent owners of the Mortgaged Property as well
as to any other person or persons having assumed the Grantor’s liabilities to the Trustee.



12.16 Unless there is something in the context inconsistent therewith, words importing the singular
shall include the plural and vice versa, and words importing the neuter gender shall include the
masculine and feminine genders and vice versa.



12.17 IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND PROVISIONS CONTAINED IN THIS DEED AND
THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT AGREEMENT, IT IS THE INTENTION OF THE PARTIES
HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO
THE FULLEST EXTENT POSSIBLE, TO BE IN CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL,
IRRECONCILABLE CONFLICT THAT CANNOT BE RESOLVED AS AFORESAID, THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND GOVERN. NOTWITHSTANDING ANYTHING HEREIN TO THE




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CONTRARY, THE HYPOTHEC GRANTED TO THE TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF THE BOND, PURSUANT
TO THIS DEED AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE TRUSTEE HEREUNDER ARE SUBJECT TO THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT, TO BE DATED ON OR ABOUT DECEMBER 17, 2010 (AS AMENDED,
RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
“INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC., NOVELIS CORPORATION, NOVELIS PAE CORPORATION,
NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS UK
LTD, NOVELIS AG, AV METALS INC. (“HOLDINGS”), THE SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY
THERETO, BANK OF AMERICA, N.A., AS REVOLVING CREDIT ADMINISTRATIVE AGENT AND REVOLVING CREDIT
COLLATERAL AGENT (AS SUCH TERMS ARE DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A.,
AS TERM LOAN ADMINISTRATIVE AGENT AND TERM LOAN COLLATERAL AGENT (AS SUCH TERMS ARE 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 DEED, THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN AND CONTROL. EXCEPT AS PROVIDED FOR IN THIS SECTION, NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN
AND CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.



12.18 The Grantor acknowledges that it has read this Deed, that it has received adequate
explanation of the nature and scope of its obligations hereunder and that it is satisfied
therewith.



12.19 This Deed shall be binding upon the Grantor and its successors and assigns and shall inure to
the benefit of the Trustee and its successors and assigns, as holder of an irrevocable power of
attorney (fondé de pouvoir) for all present and future holders of the Bond.



12.20 This Deed of Hypothec shall be deemed to be a “Security Document” under the Credit Agreement.



12.21 The Trustee and the concerned Secured Parties may also at any time upon the occurrence of an
Event of Default, outside the purview of this hypothec, operate compensation between any of the
claims owing by the Trustee and/or the concerned Secured Parties to the Grantor and the
Obligations hereby secured. In case of the bankruptcy of the Grantor, such compensation shall be
deemed to have occurred immediately prior to such




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bankruptcy. For greater certainty, the Trustee,
by its signature hereof, also accepts the benefit of this provision on behalf and for all concerned
Secured Parties.



12.22 The Grantor agrees to indemnify the Trustee as holder of an irrevocable power of attorney
(fondé de pouvoir) of the present and future holders of the Bond from and against any and all
claims, losses and liabilities arising out of or resulting from this Deed (including enforcement of
the hypothecs contained herein), except claims, losses or liabilities resulting from the Trustee’s
intentional or gross fault. This obligation of the Grantor shall survive even after the
cancellation of this hypothec if the cause of action originated prior to such cancellation.




     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 Deed, the execution,
amendment and/or the enforcement of this Deed, shall for greater certainty, be for the account of
the Grantor and shall be paid in accordance with Section 2.15 of the Credit Agreement.



     Without limiting the foregoing, the Grantor will upon demand pay to the Trustee, as holder of
an irrevocable power of attorney (fondé de pouvoir) of the present and future holders of the Bond,
the amount of any and all reasonable expenses, including the reasonable fees and disbursement of
its counsel and any experts, which the Trustee may incur in connection with (i) the administration
of the Deed, (ii) the custody, preservation, use or operation of, or the sale of, collection from,
or other realization upon, any of the Mortgaged Property, (iii) the exercise or enforcement of any
of the rights of the Trustee hereunder, or (iv) the failure by the Grantor to perform or observe
any of the provisions hereof.


12.23 This Deed shall be interpreted and construed in accordance with the laws of the Province of
Québec and the federal laws of Canada applicable therein.



12.24 Notwithstanding the provisions of Section 32 of An Act Respecting Special Powers of Legal
Persons (Québec), the Trustee may acquire and be the holder of the Bond. The parties hereto hereby
acknowledge that the Bond constitutes a title of indebtedness as such term is used in Article 2692
of the Civil Code. The Grantor also hereby appoints and constitutes the Trustee as the holder of an
irrevocable power of attorney (fondé de pouvoir) of all present and future holders of the Bond.



12.25 The parties hereto confirm their express wish that this Deed and all documents related
thereto be drawn up in English. Les parties aux présentes
confirment leur volonté expresse de voir le présent Acte et tous les documents s’y rattachant être
rédigés en anglais.




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SCHEDULE
I

CERTAIN DEFINITIONS



“Civil Code” or the abbreviation “C.c.Q” means the Civil Code of Québec.



“Claims” means, regardless of the debtors or the situs thereof, any and all claims, customer
accounts, book debts, accounts receivable and any other amounts or property now or hereafter owing
to the Grantor, either absolutely or conditionally, including all claims and indemnities payable
under insurance policies covering the same, all deposits and credit balances with financial
institutions, suppliers or others, all judgments, rights and accessories thereto, all Encumbrances
in support thereof and all books, papers, invoices, notes and data files evidencing, recording or
supporting the same.



“Contractual Rights” means any and all rights, title and interest of the Grantor in all contracts,
leases, bids, offers, supply agreements and all other agreements of any nature and description
relating to the Mortgaged Property or relating to the Enterprise and undertaking of the Grantor.



“Conventional Security” means a conventional hypothec, a security interest, a resolutory right, a
right of redemption, a reservation of ownership, a trust and any security device or other real
right, whether or not capable of registration, granted by agreement for the purpose of securing the
performance of an obligation.



“Corporeal Movable Property” means any of the Mortgaged Property which is movable in nature and
corporeal.



“Credit Agreement” means that certain credit agreement to be dated on or about December 17, 2010,
among, inter alios, Novelis Inc., Novelis Corporation, Novelis AG, Novelis UK Ltd, Novelis
Corporation and the other U.S. Subsidiaries of Novelis Inc. party thereto, as borrowers, the other
guarantors party thereto, the lenders party thereto, Bank of America, N.A., as Administrative
Agent, Collateral Agent, Issuing Bank, and U.S. Swingline Lender, and The Royal Bank of Scotland
PLC, as European Swingline Lender, 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.



“Encumbrance” means a legal cause of preference, a dismemberment of the right of ownership, a
special mode of ownership, a restriction on the right to dispose and a Conventional Security.



“Enterprise” means the carrying on of an organized economic activity, whether or not it is
commercial in nature, consisting of producing, administering or alienating property, or providing a
service.




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“Equipment” means corporeal movable property such as machinery, equipment, vehicles, rolling stock,
furniture and fixtures, and all licenses and other rights and records, files, charts, plans,
drawings, specifications, manuals, documents and warranties relating thereto.



“Event of Default” means the failure on the part of the Grantor to pay or perform any of the
Obligations on demand or otherwise when due and payable or to be performed, as the case may be.



“Intellectual Property” means all of the Grantor’s trade names, trade marks, copyrights, designs,
processes, know how, goodwill, licenses, franchises, permits, quotas, patents and other rights of
intellectual and industrial property of any nature and description, and all pending applications
pertaining thereto, including without limitation, the Intellectual Property listed in Schedule IV
hereof.



“Mortgaged Property” means any and all property, rights and interest, present and future, intended
to be charged by the hypothec created under Article 3 hereof, all substitutions and replacements
thereof, all increases, additions and accessions thereto, all rights attaching thereto and all
proceeds in any form derived directly or indirectly from any dealing with any of the foregoing or
the proceeds therefrom.



“Property in Stock” means, regardless of the situs thereof at any particular time, (a) all
inventory of raw materials, goods in process, finished products and stock in trade of any nature
and description, whether or not the same is held for let or hire, leasing, resale or otherwise, (b)
all goods and materials used in or procured for the packaging thereof, (c) any such property held
by third parties under let or hire, leasing, conditional sale, franchise, license, consignment or
other like contractual arrangements with its lawful owner, (d) any such property sold by the
Grantor and later taken back for any reason, and (e) all amounts and proceeds paid or payable to or
for the account of the Grantor as a result of the sale, lease or other dealings with any of the
foregoing.



“Rents” means the rents, present and future, and the insurance indemnities referred to in paragraph
(e) of Article 3.



“Secured Parties” shall have the meaning ascribed thereto in the Credit Agreement.



“Securities” means all present and future shares in the capital stock of a legal person, now or
hereafter owned by the Grantor, all present and future bonds, debentures, bills of exchange,
promissory notes, negotiable instruments and other evidences of indebtedness, and all present and
future options, warrants, investment certificates, mutual funds units, all interests or units of
the Grantor in any partnership, or any rights in respect of any of the foregoing, and any other
instrument or title generally called or included as a security, and also including, without
limitation, all Securities issued or received in
substitution, renewal, addition or replacement of Securities, or issued or




[Novelis LP ABL Hypothec]










- 15 -









 












received on the purchase, redemption, conversion, cancellation or other transformation of Securities or issued or
received by way of dividend or otherwise to holders of Securities, and all present and future
instruments, bills of lading, warehouse receipts, documents or other evidences of title of the
Grantor.



“Transfer Act” means An Act Respecting the Transfer of Securities and the Establishment of Security
Entitlements (Quebec), as amended, supplemented, restated or replaced from time to time.




SCHEDULE II




IMMOVABLE PROPERTY DESCRIPTION



NIL



SCHEDULE III



CLAIMS SECURED BY HYPOTHEC



NIL



SCHEDULE IV



INTELLECTUAL PROPERTY



NIL



[Novelis LP ABL Hypothec]












- 16 -









 












WHEREOF ACT:



DONE AND PASSED at Montreal, in the Province of Québec on the date hereinabove first mentioned and
recorded in the office of the undersigned Notary under minute number __________________________
________________________________________.



AND after the Grantor and the Trustee had declared to the said Notary that they had taken
cognizance of these presents and had exempted the said Notary from reading them or causing same to
be read, the said duly authorized representatives of the Grantor and the Trustee have signed in the
presence of the undersigned Notary.





	 	 	 	 	 
	 	NOVELIS NO. 1 LIMITED PARTNERSHIP, by its general partner
4260848 CANADA INC.
 	 
	 	per:  	
 	 
	 	 	Brigitte Gauthier 	 
	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

 	 
	 	per:  	 	 
	 	 	Ma Ry Tran 	 
	 	 	 



[Novelis LP ABL Hypothec]




[Kevin Leonard], Notary













- 17 -











 




No. 2010-2



NOVELIS INC.



BOND




	 	 	 

	December 17, 2010

	 	Cdn. $2,000,000,000





The undersigned, Novelis Inc., a corporation duly organized under the laws of Canada (the
“Corporation”), for value received, hereby promises to pay to the order of Bank of America, N.A.,
as collateral agent under the Credit Agreement (the “Collateral Agent”) or its permitted assigns,
for the benefit of all present and future Secured Parties, as such term is defined in the Credit
Agreement, upon demand, at such address or addresses, in the Province of Quebec, as the Collateral
Agent may designate at any time and from time to time by notice in writing to the Corporation, upon
presentation and surrender thereat of this Bond, the sum of Two Billion dollars in lawful currency
of Canada (Cdn$2,000,000,000), and to pay interest thereon, as well after as before maturity and
both before and after default, from the date of this Bond, at the same place, in like money at a
rate of twenty-five percent (25%) per annum, together with interest on overdue interest (computed
monthly) at the same rate from its due date to the date of payment. This Bond is issued in
connection with the Credit Agreement (as defined below), is secured by a Deed of Hypothec, as
amended, supplemented, restated or otherwise modified from time to time, made by the Corporation in
favour of Bank of America, N.A., as holder of an irrevocable power of attorney (fondé de pouvoir)
for all the present and future holders of this Bond, is subject to a Bond Pledge Agreement, as
amended, supplemented, restated or otherwise modified from time to time, executed as of the date
hereof by the Corporation and by the Collateral Agent and is governed by the laws of the Province
of Quebec.



Capitalized terms used and not otherwise defined herein have the meaning ascribed thereto in the
Credit Agreement.



“Credit Agreement” means that certain credit agreement to be dated on or about the date hereof,
among, inter alios, Novelis Inc., Novelis Corporation, Novelis AG, Novelis UK Ltd,
Novelis Corporation and the other U.S. Subsidiaries of Novelis Inc. party thereto, as borrowers,
the other guarantors party thereto, the lenders party thereto, Bank of America, N.A., as
Administrative Agent, Collateral Agent, Issuing Bank, and U.S. Swingline Lender, and The Royal Bank
of Scotland PLC, as European Swingline Lender, 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.



This Bond may be transferred by the Collateral Agent by endorsement and delivery thereof only to a
successor collateral agent appointed under and in accordance with the provisions of the Credit
Agreement.



This Bond shall be deemed to be a “Security Document” under the Credit Agreement.



The Corporation, by its signature, and the Collateral Agent and any transferee of this Bond, by
their acceptance of this Bond, acknowledge that they have expressly required it to be drawn up in
the English language. Novelis Inc., par sa signature, et Bank of America, N.A. et tout cessionnaire
de la présente obligation, par leur acceptation de la présente obligation, reconnaissent avoir
expressément exigé que celle-ci soit rédigée en anglais.




[Signature page folows]




[Novelis
ABL Bond]



 









 





	 	 	 	 	 
	 	NOVELIS INC.

 	 
	 	Per:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




[Novelis
ABL Bond]




 











 





NOVELIS INC.

as Obligor




and



BANK OF AMERICA, N.A.



as Holder



 




DEMAND DEBENTURE



December 17, 2010



 




ABL Debenture



 









 





DEMAND DEBENTURE




NOVELIS INC.



Section 1 Acknowledgement and Promise to Pay.




     For value received, the Obligor acknowledges itself indebted and promises to pay ON DEMAND, to
or to the order of the Holder the principal sum of Four Billion Dollars ($4,000,000,000) in lawful
currency of Canada in accordance with the terms of this Debenture. The principal amount
outstanding from time to time bears interest both before and after demand and judgment to the date
of repayment in full at the rate of twenty-five per cent (25%) per annum. Interest at such rate
accrues daily and is calculated on the basis of the actual number of days elapsed in a year of 365
days or 366 days, as the case may be, and is payable monthly, in arrears, on the first Business Day
of each and every month commencing the month immediately following this date. Overdue interest
bears interest at the same rate, calculated in the same manner. The Obligor promises to pay the
principal amount, interest and other amounts owing under this Debenture at the offices of the
Holder at which any notice may be given to the Holder in connection with this Debenture or at such
other place as the Holder may designate by notice in writing to the Obligor.



Section 2 Defined Terms.




     Terms defined in the Personal Property Security Act (Ontario) and used but not otherwise
defined in this Debenture have the same meanings. As used in this Debenture, the following terms
have the following meanings:




“Business Day” means any day of the year, other than a Saturday, Sunday or day on which
commercial banks are authorized to close under the laws of, or are in fact closed in New
York, Chicago or Toronto.




“Charged Premises” means the property and undertaking subject to the Security.




“Debenture” means this demand debenture and all schedules attached to it, as it may be
amended, modified, extended, renewed, restated, replaced or supplemented from time to time.




“Expenses” means all expenses, costs and charges incurred by or on behalf of the Holder in
connection with this Debenture, the Security or the Charged Premises, 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 Charged
Premises, and of taking, defending or participating in any action or proceeding in
connection with any of the foregoing matters or otherwise in connection with




ABL Debenture




 









 






the Holder’s
interest in any Charged Premises, whether or not directly relating to the enforcement of
this Debenture. All such sums, together with interest at the rate set forth in this
Debenture until paid, shall be added to the indebtedness secured by this Debenture and
shall also be secured, together with all other indebtedness, by this Debenture.




“Holder” means Bank of America, N.A. and its successors and assigns, and any subsequent
holder or holders of this Debenture.




“Lien” means (i) any mortgage, charge, pledge, hypothecation, security interest, assignment
by way of security, encumbrance, lien (statutory or otherwise), hire purchase agreement,
conditional sale agreement, deposit arrangement, title retention agreement or arrangement,
or any other assignment, arrangement or condition that in substance secures payment or
performance of an obligation, (ii) any trust arrangement, (iii) any arrangement which
creates a right of set-off out of the ordinary course of business, or (iv) any agreement to
grant any such rights or interests.




“Obligor” means Novelis Inc., a corporation incorporated and existing under the federal
laws of Canada, and its successors and permitted assigns.




“Person” means a natural person, partnership, limited partnership, limited liability
partnership, corporation, limited liability corporation, unlimited liability company, joint
stock company, trust, unincorporated association, joint venture or other entity or
governmental entity, and pronouns have a similarly extended meaning.




“Security” means the grants, mortgages, charges and security interests constituted by this
Debenture.



Section 3 Interpretation.





	(1)	 	In this Debenture 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 Debenture.
	 
	(2)	 	Any reference in this Debenture to gender includes all genders. Words importing the singular
number only include the plural and vice versa. Except as otherwise provided in this
Debenture, any reference to this Debenture is a reference to this Debenture as amended,
modified, extended, renewed, restated, replaced or supplemented and includes all schedules to
it. Except as otherwise provided in this Debenture, any reference in this Debenture to a
statute is a reference to such statute and all rules and regulations made under it as they may
have been or may from time to time be amended or re-enacted.





ABL Debenture


- 2 -









 





	(3)	 	The division of this Debenture into Articles, Sections and other subdivisions and the
insertion of headings are for convenient reference only and do not affect its interpretation.
The schedules attached to this Debenture form an integral part of it for all purposes of it.





Section 4 Grant of Security – Fixed Charge.




     Subject to Section 7, as security for the due payment of the principal amount, interest and
other amounts owing under this Debenture, the Obligor grants, assigns, conveys, transfers,
mortgages, pledges and charges, as and by way of a fixed and specific mortgage, charge and pledge,
to and in favour of the Holder and otherwise grants to the Holder a security interest in, all of
the Obligor’s right, title and interest in and to:




	 	(a)	 	all real and immoveable property, both freehold and leasehold, and other
interests in such property wheresoever situate, now owned or hereafter acquired by the
Obligor (collectively, the “Lands”) including the real property and leased property
described in Schedule 4(a); all rights, leases, licences, easements, rights-of-way,
profits a prendre and interests in real property with respect to the Lands (and all
renewals, extensions and amendments or substitutions thereof); all facilities relating
to or required for use in connection with the Lands; and all buildings, erections,
structures, improvements, underground facilities, power, fuel and water supply,
storage, waste disposal, roads and other transportation facilities and fixed plant,
machinery and equipment presently situated on or under the Lands or which may at any
time hereafter be constructed or brought or placed on or under the Lands or used in
connection with the Lands;
	 
	 	(b)	 	all equipment, machinery, furniture, goods, chattels, fixtures, vehicles,
milling, processing, service, storage and other related infrastructures and other
tangible personal property of every kind and description now owned or hereafter
acquired, wherever situate, used or acquired for use in connection with the property
referred to in Section 4(a);
	 
	 	(c)	 	all 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 business of the Obligor, now owned or
hereafter acquired, produced at or used in connection with the property referred to in
Section 4(a);
	 
	 	(d)	 	all studies, plans, blueprints, designs, records, files, charts, drawings,
specifications, manuals, bills of lading and other documents of title,





ABL Debenture


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	 	 	 	whether
negotiable or otherwise, now owned or hereafter acquired, to the extent they relate to
the Lands;
	 
	 	(e)	 	all rents, revenues, income, the proceeds of any insurance or expropriation
payable or due in respect of any damage to or taking of all or any part of the Charged
Premises, the proceeds of any business interruption insurance and any property in any
form derived directly or indirectly from any dealings with all or any part of the
Charged Premises or that indemnifies or compensates for the loss, destruction or
damage to all or any part of the Charged Premises;
	 
	 	(f)	 	to the fullest extent permitted by applicable law, all authorizations,
orders, permits, approvals, grants, licences, consents, rights, franchises,
privileges, certificates, judgments, writs, injunctions, awards, determinations,
directions, decrees, demands or the like issued or granted by law or by rule or
regulation of any governmental or public department, commission, board, office, agency
or other body now or hereafter issued or granted to it;
	 
	 	(g)	 	all substitutions and replacements of and increases, additions and, where
applicable, accessions to the property described in Section 4(a) through Section 4(f)
inclusive; and
	 
	 	(h)	 	all proceeds in any form derived directly or indirectly from any dealing with
all or any part of the property described in Section 4(a) through Section 4(g)
inclusive, or the proceeds of such proceeds.





Section 5 Grant of Security – Floating Charge.




     Subject to Section 7, as security for the due payment of the principal, interest and other
amounts owing under this Debenture, the Obligor grants, mortgages and charges, as and by of a
floating charge, to and in favour of the Holder and otherwise grants to the Holder a security
interest in, all of its property and undertaking now owned or hereafter acquired and all of the
property and undertaking in which the Obligor now has or hereafter acquires any interest, of every
nature and kind and wherever situate, except such of its property and undertaking as are validly
subject to the fixed and specific mortgages, charges, pledges and security interests granted
pursuant to Section 4. Until the Security is enforceable, the floating charge in no way hinders or
prevents the Obligor from disposing of or dealing with the subject matter of the floating charge in
the ordinary course of business and for purposes of carrying on the same; provided that such action
is not in breach of any specific provision of, or covenant in, this Debenture.



ABL Debenture


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Section 6 Effectiveness and Attachment.





	(1)	 	The Security is effective whether or not any monies or liabilities so secured are advanced or
incurred before or after or at the same time as this Debenture is issued. The Security will
remain effective until such time as this Debenture is discharged as provided in Section 20,
irrespective of whether, at any prior time, there may have been no indebtedness, liabilities
or obligations (direct, indirect, absolute, contingent or otherwise) of the Obligor to the
Holder outstanding.
	 
	(2)	 	The Obligor acknowledges that (i) value has been given, (ii) it has rights in the Charged
Premises (other than after-acquired Charged Premises), (iii) it has not agreed to postpone the
time of attachment of the Security and (iv) it has received a copy of this Debenture.





Section 7 Scope of Security.





	(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, lease, licence, permit
or quota of the Obligor would constitute a default under or breach of or would result in the
termination of such agreement, lease, licence, permit or quota (each, a “Restricted Asset”),
the Security with respect to each Restricted Asset will constitute a trust created in favour
of the Holder, pursuant to which the Obligor holds as trustee all proceeds arising under or in
connection with the Restricted Asset in trust for the Holder, on the following basis:






	 	(a)	 	until the Security is enforceable, the Obligor is entitled to receive all
such proceeds; and
	 
	 	(b)	 	whenever the Security is enforceable, (i) all rights of the Obligor to
receive such proceeds cease and all such proceeds will be immediately paid over to the
Holder and (ii) the Obligor will take all actions requested by the Holder to collect
and enforce payment and other rights arising under the Restricted Asset.






	(2)	 	Upon the request of the Holder, the Obligor will use 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 Holder in accordance with this Debenture. The Obligor will also
use all commercially reasonable efforts to ensure that all agreements entered into on and
after the date of this Debenture expressly permit assignments of the benefits of such
agreements as collateral security to the Holder in accordance with the terms of this
Debenture.





ABL Debenture


- 5 -









 





	(3)	 	The Security does not extend to consumer goods at any time owned by or otherwise held by the
Obligor.
	 
	(4)	 	The Security does not extend or apply to the last day of the term of any lease or sublease of
real property or agreement for a lease or sublease of real property, now held or hereafter
acquired by the Obligor, but the Obligor will stand possessed of any such last day upon trust
to assign and dispose of it as the Holder may direct.





Section 8 Protective Disbursements.




     If the Obligor fails to perform any of its covenants in this Debenture, then the Holder may,
in its absolute discretion, perform any covenant capable of being performed by it and, if the
covenant requires the payment or expenditure of money, the Holder may make the payment but is under
no obligation to do so. All sums paid or expended by the Holder are immediately payable by the
Obligor, bear interest at the rate set forth in this Debenture and are secured by this Debenture,
having the benefit of the Security in priority to the indebtedness evidenced by this Debenture. No
such performance or payment will relieve the Obligor from any default under this Debenture or the
consequences of such default.



Section 9 Covenants.




     The Obligor will not sell, assign, convey, exchange, lease, charge, mortgage, pledge, release
or abandon or otherwise dispose of any Charged Premises or any interest therein except as permitted
by the Holder in writing. The Obligor will not create or suffer to exist any Lien on the Charged
Premises, except as permitted by the Holder in writing and shall discharge any such Lien which is
not so permitted forthwith. The Obligor will immediately upon demand by the Holder, create and
grant as and by way of a fixed and specific mortgage and charge to and in favour of the Holder,
further security over any of the Charged Premises referred to in Section 5.



Section 10 Enforcement.




     The Security becomes and is enforceable against the Obligor if and when the Obligor fails to
repay the principal amount, interest and other amounts owing under this Debenture on demand or
otherwise when the same become due and payable or if and when the Obligor breaches any other
agreement or covenant it has given to the Holder (after the expiry of any applicable notice and/or
cure periods given to the Obligor under such other agreement or covenant).



Section 11 Remedies.




     Whenever the Security is enforceable, the Holder may realize upon the Charged Premises and
enforce its rights by:



ABL Debenture



- 6 -









 






	 	(a)	 	entry into possession of the Charged Premises by any method permitted by law;
	 
	 	(b)	 	sale, grant of options to purchase, or lease of all or any part of the
Charged Premises;
	 
	 	(c)	 	holding, storing and keeping idle or operating all or any part of the Charged
Premises;
	 
	 	(d)	 	collection of any proceeds arising in respect of the Charged Premises;
	 
	 	(e)	 	institution of proceedings in any court of competent jurisdiction for the
appointment of a receiver (which term as used in this Debenture includes a receiver
and manager) of all or any part of the Charged Premises;
	 
	 	(f)	 	institution of proceedings in any court of competent jurisdiction for sale or
foreclosure of all or any part of the Charged Premises;
	 
	 	(g)	 	filing of proofs of claim and other documents to establish claims to the
Charged Premises in any proceeding relating to the Obligor;
	 
	 	(h)	 	appointment by instrument in writing of a receiver or agent of all or any
part of the Charged Premises and removal or replacement from time to time of any such
receiver or agent; and
	 
	 	(i)	 	any other remedy or proceeding authorized or permitted in this Debenture or
otherwise by law or equity.





Section 12 Additional Rights.




       In addition to the rights of the Holder set forth in Section 11, whenever the Security is
enforceable, the Holder may:




	 	(a)	 	require the Obligor, at the Obligor’s expense, to assemble the Charged
Premises, to the extent reasonably practicable, at a place or places designated by
notice in writing and the Obligor agrees to so assemble the Charged Premises
immediately upon receipt of such notice;
	 
	 	(b)	 	require the Obligor, by notice in writing, to disclose to the Holder the
location or locations of the Charged Premises and the Obligor agrees to make such
disclosure when so required;
	 
	 	(c)	 	repair, process, modify, complete or otherwise deal with the Charged
Premises, and prepare for the disposition of the Charged Premises, whether on the
premises of the Obligor or otherwise;





ABL Debenture



- 7 -









 






	 	(d)	 	redeem any prior security interest against any Charged Premises, 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
Obligor);
	 
	 	(e)	 	pay any liability secured by any Lien against any Charged Premises (the
Obligor will immediately on demand reimburse the Holder for all such payments);
	 
	 	(f)	 	carry on all or any part of the business of the Obligor and, to the exclusion
of all others including the Obligor, enter upon, occupy and use all or any of the
premises, buildings and other property of or used by the Obligor for such time as the
Holder sees fit, free of charge, and the Holder is not liable to the Obligor 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 the business of the Obligor or for the
maintenance, preservation or protection of the Charged Premises and mortgage, charge
or grant a security interest in the Charged Premises, whether or not in priority to
the Security, 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 Charged Premises, and give good and valid receipts and discharges and
compromise or give time for the payment or performance of all or any part of any other
obligation of any third party to the Obligor; 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 Charged Premises offered for sale and upon
compliance with the terms of such sale, hold, retain and dispose of such Charged
Premises without any further accountability to the Obligor or any other Person with
respect to such holding, retention or disposition, except as required by law. In any
such sale to the Holder, the Holder may, for the purpose of making payment for all or
any part of the Charged Premises so purchased, use any claim for the principal,
interest and other amounts owing under this Debenture then due and payable to it as a
credit against the purchase price.






ABL Debenture



- 8 -









 










Section 13 Exercise of Remedies.




     The remedies under Section 11 and Section 12 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 Holder
however arising or created. The Holder is not bound to exercise any right or remedy and the
exercise of any right or remedy is without prejudice to any other rights of the Holder including
the right to claim for any deficiency. The taking of any action or proceeding or refraining from
so doing, or any other dealings with any other security for the monies secured by this Debenture
shall not release or affect the Security.



Section 14 Receiver’s Powers.





	(1)	 	Any receiver appointed by the Holder is vested with the rights and remedies which could have
been exercised by the Holder in respect of the Obligor or the Charged Premises and such other
powers and discretions as are granted in the instrument of appointment and any supplemental
instruments. The identity of the receiver, any replacement and any remuneration are within
the sole and unfettered discretion of the Holder.
	 
	(2)	 	Any receiver appointed by the Holder will act as agent for the Holder for the purposes of
taking possession of the Charged Premises, but otherwise and for all other purposes (except as
provided below), as agent for the Obligor. The receiver may sell, lease, or otherwise dispose
of the Charged Premises as agent for the Obligor or as agent for the Holder as the Holder may
determine in its discretion. The Obligor agrees to ratify and confirm all actions of the
receiver acting as agent for the Obligor, and to release and indemnify the receiver in respect
of all such actions.
	 
	(3)	 	The Holder, in appointing or refraining from appointing any receiver, does not incur
liability to the receiver, the Obligor or otherwise and is not responsible for any misconduct
or negligence of such receiver.
	 
	(4)	 	All moneys from time to time received by the receiver may be applied as follows (i) first, in
discharge of all operating expenses and other outgoings affecting the Charged Premises,
(ii) second, in keeping in good standing all charges and liens on the Charged Premises having
priority over the Security, (iii) third, in payment of the remuneration and disbursements of
the receiver, (iv) fourth, in payment to the Holder of the moneys payable hereunder, and
(v) the balance, if any, shall be paid to the Obligor or as a court of competent jurisdiction
may otherwise direct.





Section 15 Appointment of Attorney.




     The Obligor hereby irrevocably constitutes and appoints the Holder (and any officer of the
Holder) the true and lawful attorney of the Obligor. As the attorney of



ABL Debenture


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the Obligor, the Holder
has the power, upon this Debenture becoming enforceable, to exercise for and in the name of the
Obligor with full power of substitution, any of the Obligor’s right (including the right of
disposal), title and interest in and to the Charged Premises including the execution, endorsement,
delivery and transfer of the Charged Premises to the Holder, its nominees or transferees, and upon
this Debenture becoming enforceable, the Holder 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 Charged Premises to the same extent as the Obligor 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 the Obligor. This power of attorney extends to and is
binding upon the Obligor’s successors and permitted assigns. The Obligor authorizes the Holder to
delegate in writing to another Person any power and authority of the Holder under this power of
attorney as may be necessary or desirable in the opinion of the Holder, and to revoke or suspend
such delegation.




Section 16 Dealing with the Charged Premises.





	(1)	 	The Holder is not obliged to exhaust its recourse against the Obligor or any other Person or
against any other security it may hold before realizing upon or otherwise dealing with the
Charged Premises in such manner as it may consider desirable.
	 
	(2)	 	The Holder may grant extensions or other indulgences, take and give up securities, accept
compositions, grant releases and discharges and otherwise deal with the Obligor and with other
Persons, sureties or securities as it may see fit without prejudice to the obligations and
liability of the Obligor or the rights of the Holder in respect of the Charged Premises.
	 
	(3)	 	The Holder is not (i) liable or accountable for any failure to collect, realize or obtain
payment in respect of the Charged Premises, (ii) bound to institute proceedings for the
purpose of collecting, enforcing, realizing or obtaining payment of the Charged Premises or
for the purpose of preserving any rights of any Persons in respect of the Charged Premises,
(iii) responsible for any loss occasioned by any sale or other dealing with the Charged
Premises or by the retention of or failure to sell or otherwise deal with the Charged
Premises, or (iv) bound to protect the Charged Premises from depreciating in value or becoming
worthless.
	 
	(4)	 	The Holder has no obligation to keep the Charged Premises in its possession identifiable.
	 
	(5)	 	The Holder may, after the Security is enforceable, (i) notify any Person obligated on an
account or on chattel paper or any obligor on an instrument






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to make payments to the Holder,
whether or not the Obligor was previously making collections on such accounts, chattel paper,
instruments, and (ii) assume control of any proceeds arising from the Charged Premises.



Section 17 Standards of Sale.




     Without prejudice to the ability of the Holder to dispose of the Charged Premises in any
manner which is commercially reasonable, the Obligor acknowledges that:




	 	(a)	 	the Charged Premises may be disposed of in whole or in part;
	 
	 	(b)	 	the Charged Premises 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 the Charged Premises may be a customer of the Holder;
	 
	 	(d)	 	any sale conducted by the Holder will be at such time and place, on such
notice and in accordance with such procedures as the Holder, in its sole discretion,
may deem advantageous;
	 
	 	(e)	 	the Charged Premises may be disposed of in any manner and on any terms
necessary to avoid violation of applicable law (including compliance 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 Charged Premises) 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 Charged Premises may be on such terms and conditions as
to credit or otherwise as the Holder, in its sole discretion, deems advantageous; and
	 
	 	(g)	 	the Holder may establish an upset or reserve bid or price in respect of the
Charged Premises.





Section 18 Dealings by Third Parties.




     No Person dealing with the Holder or its agent or a receiver is required to determine
(i) whether the Security has become enforceable, (ii) whether the powers




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which the Holder or its
agent or a receiver is purporting to exercise have become exercisable, (iii) whether any money
remains due upon the Security, (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 any
other dealing by the Holder or its agent or a receiver with the Charged Premises, or (vi) how any
money paid to the Holder has been applied. Any bona fide purchaser of all or any part of the
Charged Premises from the Holder or any receiver or agent will hold the Charged Premises
absolutely, free from any claim or right of whatever kind, including any equity of redemption, of
the Obligor, which it specifically waives (to the fullest extent permitted by law) as against any
such purchaser and all rights of redemption, stay or appraisal which the Obligor has or may have
under any rule of law now existing or hereafter adopted.




Section 19 No Right of Set-Off.




     The principal, interest and other amounts and liabilities secured by this Debenture will be
paid by the Obligor when due without regard to any equities existing between the Obligor and any
other party including the Holder and without regard to any right of set-off or cross-claim or of
any other claim or demand of the Obligor against the Holder or otherwise.



Section 20 Discharge.




     The Security will not be discharged except by a written release or discharge signed by the
Holder. The Obligor will be entitled to require a discharge by notice to the Holder upon, but only
upon, (i) full and indefeasible payment of all principal, interest and other amounts secured, (ii)
performance of all obligations of the Obligor to the Holder and (iii) the Holder having no
obligations to the Obligor. Upon discharge of the Security and at the request and expense of the
Obligor, the Holder will execute and deliver to the Obligor such financing change statements and
other documents or instruments as the Obligor may reasonably require to effect the discharge of the
Security.



Section 21 Notices.




     Any notice, direction or other communication (each a “Notice”) given under this Debenture must
be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and
addressed:



	 	 
	 	(a) to the Obligor at:

	 
	 	      Novelis Inc.


      3560 Lennox Road, Suite 2000


      Atlanta GA 30326

	 
	 	      Attention: General Counsel

	 	      Facsimile: (404) 760-0137





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	 	(b) to the Holder at:

	 	      c/o Bank of America, N.A. 


      135 South LaSalle Street, Suite 927, IL4-135-09-27


      Chicago, Illinois 60603

	 
	 	      Attention: Account Officer

	 	      Facsimile: (312) 453-5555






A Notice is deemed to be delivered and received (i) if sent by personal delivery, on the date of
delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place
of receipt) and otherwise on the next Business Day, (ii) if sent by same-day service courier, on
the date of delivery if sent on a Business Day and delivery was made prior to 4:00 p.m. (local time
in place of receipt) and otherwise on the next Business Day, (iii) if sent by overnight courier, on
the next Business Day, or (iv) if sent by facsimile, on the Business Day following the date of
confirmation of transmission by the originating facsimile. The Obligor or the Holder may change
its address for notice from time to time by providing a Notice in accordance with the foregoing.
Any subsequent Notice must be sent to the Obligor or the Holder at its changed address. Any
element of an address that is not specifically changed in a Notice will be assumed not to be
changed.




Section 22 No Merger.




     This Debenture does not operate by way of merger of any of the principal, interest and other
amounts owing under this Debenture and no judgment recovered by the Holder will operate by way of
merger of, or in any way affect, the Security, which is in addition to, and not in substitution
for, any other security now or hereafter held by the Holder in respect of the principal, interest
and other amounts owing under this Debenture.



Section 23 Further Assurances.




     The Obligor will do all acts and things and execute and deliver or cause to be executed and
delivered all deeds, transfers, assignments, documents and instruments that the Holder may require
for (i) protecting the Charged Premises, (ii) perfecting the Security, and (iii) exercising all
powers, authorities and discretions conferred upon the Holder under this Debenture. After the
Security becomes enforceable the Obligor will do all acts and things and execute and deliver all
deeds, transfers, assignments and instruments that the Holder may require for facilitating the sale
of the Charged Premises in connection with its realization.



Section 24 Successors and Assigns.




     This Debenture is binding upon the Obligor, its successors and assigns, and enures to the
benefit of the Holder and its successors and assigns. This Debenture




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may be assigned by the Holder
without the consent of, or notice to, the Obligor, to such Person as the Holder may determine and,
in such event, such assignee will be entitled to all of the rights and remedies of the Holder as
set forth in this Debenture or otherwise. In any action brought by an assignee to enforce any such
right or remedy, the Obligor will not assert against the assignee any claim or defence which the
Obligor now has or may have against the Holder. The Obligor may not assign, transfer or delegate
any of its rights or obligations under this Debenture without the prior written consent of the
Holder which may be unreasonably withheld.




Section 25 Amendment.




     This Debenture may only be amended, supplemented or otherwise modified by written agreement
executed by the Holder and the Obligor.



Section 26 Severability.




     If any court of competent jurisdiction from which no appeal exists or is taken, determines any
provision of this Debenture to be illegal, invalid or unenforceable, that provision will be severed
from this Debenture and the remaining provisions will remain in full force and effect.



Section 27 Waivers, etc.




     No consent or waiver by the Holder is binding unless made in writing and signed by an
authorized officer of the Holder. Any consent or waiver given under this Debenture is effective
only in the specific instance and for the specific purpose for which given. No waiver of any of
the provisions of this Debenture constitutes a waiver of any other provision. A failure or delay
on the part of the Holder in exercising a right under this Debenture does not operate as a waiver
of, or impair, any right of the Holder however arising. A single or partial exercise of a right on
the part of the Holder does not preclude any other or further exercise of that right or the
exercise of any other right by the Holder. The Holder of this Debenture is required to present and
surrender this Debenture against payment.



Section 28 Governing Law.




     This Debenture 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.



Section 29 Negotiable Instrument.




     This Debenture is a negotiable instrument and all holders from time to time are invited by the
Obligor to treat it accordingly.



Section 30 Land Registration Reform Act.




     With respect to any property situate in the Province of Ontario, the implied covenants deemed
to be included in a charge under subsection 7(1) of the Land Registration Reform Act (Ontario)
shall be and are hereby expressly excluded by the covenants of the Obligor herein.



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     IN WITNESS WHEREOF the Obligor has executed this Debenture.



	 	 	 	 	 
	 	

NOVELIS INC.

 	 
	 	By:  	 	 
	 	 	Authorized Signing Officer             	 



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SCHEDULE 4(a)

THE LANDS



PT LTS 20, 21 & 22, CON 2 KINGSTON, PTS 1, 2, 3, 4, 5, 6, 8, 16, 17 & 23, 13R19110, EXCEPT PTS 1-4,
13R19333; T/W ROW OVER PT LTS 20 & 21, CON 2, PTS 14 & 15, 13R18669 AS IN FC49960; S/T FR574251,
TKU12826, TKU12913, TKW14285, TKW14286, TKW14455, TKW14456; T/W FR500518, FR524287, FR574252; S/T
ROW IN FAVOUR OF THE OWNERS OF PT LTS 20, 21 &22, CON 2, PTS 10-15, 13R19110 OVER PT LT 20, CON 2,
PT 16, 13R19110 AS IN FC54292; T/W ROW OVER PT LT 21, CON 2, PT 15, 13R19110 AS IN FC54292; T/W ROW
OVER PT LT 21 & 22, CON 2, PT 13, 13R19110 AS IN FC54292; S/T EASEMENT IN FAVOUR OF THE CORPORATION
OF THE CITY OF KINGSTON OVER PT LTS 20 & 21, CON 2, PTS 8 & 23, 13R19110 AS IN FC54289; S/T
EASEMENT IN FAVOUR OF KINGSTON HYDRO CORPORATION OVER PT LTS 20, 21 & 22, CON 2, PTS 2, 3 & 4,
13R19110 AS IN FC65207; S/T TKU12245 ; KINGSTON ; THE COUNTY OF FRONTENAC, being all of PIN:
36074-0401 (LT) and being the lands and premises municipally known as 945 Princess Street & 1
Lappan’s Lane, Kingston, Ontario




ABL Debenture



 












 





NOVELIS INC.




as Obligor



and



BANK OF AMERICA, N.A.



as Collateral Agent



 




DEBENTURE DELIVERY AGREEMENT



December 17, 2010



 




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DEBENTURE DELIVERY AGREEMENT




     Debenture delivery agreement dated as of December 17, 2010 made by Novelis Inc. to and in
favour of Bank of America, N.A. as Collateral Agent for the benefit of the Secured Parties under
the Credit Agreement.



     RECITALS:




	 	(a)	 	The Collateral Agent and the Lenders have agreed to make certain credit
facilities available to the Borrowers on the terms and conditions contained in the
Credit Agreement; and
	 
	 	(b)	 	It is a condition precedent to the extension of credit to the Borrowers under
the Credit Agreement that the Obligor execute and deliver this Agreement together with
the Debenture in favour of the Collateral Agent as security for the payment and
performance of the Borrowers’ obligations under the Credit Agreement and the other
Loan 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 Obligor agrees as follows.



Section 1 Definitions.





As used in this Agreement, the following terms have the following meanings:




“Administrative Agent” means Bank of America, N.A. acting as administrative agent for the
Secured Parties and any successor administrative agent appointed under the Credit
Agreement, and its successors and assigns.




“Agents” means collectively, the Administrative Agent and the Collateral Agent; and “Agent”
shall mean either of them.




“Agreement” means this debenture delivery agreement.




“Borrowers” means, collectively, the Obligor, the U.S. Borrowers, the U.K. Borrower and the
Swiss Borrower.




“Charged Premises” has the meaning specified in the Debenture.




“Collateral Agent” means Bank of America, N.A. 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 December 17, 2010 among, inter
alia, the Borrowers, AV Metals Inc., the Subsidiary



ABL Debenture Delivery




 









 









Guarantors, the Lenders, the Administrative Agent, the Collateral Agent, Bank of America,
N.A., as issuing bank and U.S. swingline lender and The Royal Bank of Scotland PLC, as
European swingline lender, 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.




“Debenture” means the demand debenture of the Obligor in favour of the Collateral Agent
dated as of December 17, 2010 in the principal amount of $4,000,000,000, as same may be
amended, modified, renewed, replaced, restated or supplemented from time to time.




“Expenses” means all expenses, costs and charges incurred by or on behalf of the Secured
Parties in connection with this Agreement, the Debenture or the Charged Premises, 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
Charged Premises, 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 Charged Premises, whether or not directly relating to the
enforcement of this Agreement or any other Loan Document.




“Intercreditor Agreement” shall mean that certain intercreditor agreement, dated as of the
date hereof, by and among, inter alia, the Obligor, the Administrative Agent, the
Collateral Agent, the Term Loan Collateral Agent, the Term Loan Administrative Agent and
such other persons as may become party thereto from time to time pursuant to the terms
thereof, as the same may be amended, restated, supplemented or otherwise modified from time
to time.




“Lenders” has the meaning given thereto in the Credit Agreement.




“Obligor” means Novelis Inc., a corporation incorporated and existing under the federal
laws of Canada, and its successors and permitted assigns.




“Secured Obligations” means the Secured Obligations, as defined in the Credit Agreement, of
the Obligor and all Expenses of the Obligor.



     Capitalized terms used and not otherwise defined herein have the respective meanings ascribed
thereto in the Credit Agreement.



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Section 2 Delivery.



     The Obligor delivers to and deposits with the Collateral Agent for the benefit of the Secured
Parties, the Debenture, as general and continuing collateral security for the payment and
performance of the Secured Obligations.



Section 3 Conditions of Delivery.



     Neither the Collateral Agent nor any Secured Party, nor any subsequent holder of the Debenture
may, at any time, claim any greater amount in respect of the principal amount of the Debenture than
the aggregate amount of the Secured Obligations outstanding at that time. Payment to the Secured
Parties of interest for any period in respect of the Secured Obligations is deemed to be payment in
satisfaction of the interest payment for the same period under the Debenture.



Section 4 Demand.



     The Collateral Agent may demand payment under, and enforce the security constituted by the
Debenture upon the occurrence and during the continuance of an Event of Default.



Section 5 Remedies.



     If the security constituted by the Debenture is enforceable, the Collateral Agent may at any
time (i) realize upon or otherwise dispose of the Debenture by sale, transfer or delivery, or (ii)
exercise and enforce all rights and remedies of a holder of the Debenture as if the Collateral
Agent were the absolute owner of the Debenture, in either case without demand, notice,
advertisement or other formality or control by the Obligor. Such remedies may be exercised
separately or in combination and are in addition to and not in substitution for any other rights of
the Secured Parties and the Collateral Agent, however arising or created.



Section 6 Application of Proceeds.



     All monies collected by the Collateral Agent upon the enforcement of the Collateral Agent’s or
the Secured Parties’ rights and remedies under the Debenture, including any sale or other
disposition of the Debenture or all or any portion of the Charged Premises, together with all
monies received by the Collateral Agent under this Agreement will be applied as provided in the
Credit Agreement and in accordance with the Intercreditor Agreement. The Collateral Agent will
remit to the Obligor or as the Obligor or any court of competent jurisdiction otherwise directs,
the amount of any proceeds received by it upon any realization or other disposition of the
Debenture or from the exercise of the rights and remedies as the holder of the Debenture which are
in excess of the Secured Obligations.



Section 7 Dealing with the Debenture.




	(1)	 	The Collateral Agent has no obligation to exhaust its recourse against the Obligor or any
other person or against any other security they may hold in





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respect of the Secured Obligations before realizing upon or otherwise dealing with the
Debenture in such manner as the Collateral Agent may consider desirable.




	(2)	 	The Collateral Agent may grant extensions or other indulgences, take and give up securities,
accept compositions, grant releases and discharges and otherwise deal with the Obligor and
with other persons, sureties or securities as it may see fit without prejudice to the Secured
Obligations, the liability of the Obligor or the rights of the Collateral Agent or the other
Secured Parties in respect of the Debenture.
	 
	(3)	 	The Collateral Agent will not be (i) liable or accountable for any failure to collect,
realize or obtain payment in respect of the Debenture, (ii) bound to institute proceedings for
the purpose of collecting, enforcing, realizing or obtaining payment of the Debenture or for
the purpose of preserving any rights of the Secured Parties, the Obligor or any other Person,
(iii) responsible for any loss occasioned by any sale or other dealing with the Debenture or
by the retention of or failure to sell or otherwise deal with the Debenture, or (iv) bound to
protect the Debenture from depreciating in value or becoming worthless.
	 
	(4)	 	Any sale, transfer, negotiation or delivery of the Debenture by the Collateral Agent before
the security constituted by the Debenture is enforceable will be made subject to the terms of
this Agreement and the Credit Agreement. Whenever the security constituted by the Debenture
is enforceable, the Collateral Agent may sell, transfer, negotiate or deliver the Debenture
without restriction.
	 
	(5)	 	If the Collateral Agent is authorized to release, in whole or in part, any of the Charged
Premises under the Credit Agreement, the Collateral Agent is authorized to release the Charged
Premises under the Debenture and this Agreement.





Section 8 Taxes, Charges and Expenses.




	(1)	 	All Taxes and Other Taxes, charges, costs, and Expenses (including legal fees and notarial
fees) including withholding taxes, relating to, resulting from, or otherwise connected with,
this Agreement and/or the Debenture, the execution, amendment and/or the enforcement of this
Agreement and/or the Debenture shall, for greater certainty be for the account of the Obligor
and all shall be paid in accordance with Section 2.15 of the Credit Agreement.
	 
	(2)	 	The Obligor is liable for and will pay on demand by the Collateral Agent any and all
Expenses.





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Section 9 Additional Security; No Merger.




     The Debenture and this Agreement are in addition to, without prejudice to and supplemental to
all other security now held or which may hereafter be held by the Secured Parties in respect of the
Secured Obligations. The Debenture and this Agreement do not operate by way of merger of any of
the Secured Obligations and no judgment recovered by the Secured Parties shall operate by way of
merger of, or in any way affect, the security constituted by the Debenture.



Section 10 Discharge.




     The security constituted by the Debenture will be discharged upon, but only upon, the
Discharge of Revolving Credit Secured Obligations (as such term is defined in the Intercreditor
Agreement). Upon discharge of the security constituted by the Debenture and at the request and
expense of the Obligor, the Collateral Agent will execute and deliver to the Obligor such releases,
discharges, financing change statements and other documents or instruments as the Obligor may
reasonably require, and the Collateral Agent will redeliver the Debenture to the Obligor.



Section 11 Notices.




     Any notices, directions or other communications provided for in this Agreement must be in
writing and given in accordance with the Credit Agreement.



Section 12 Further Assurances.




     The Obligor will do all acts and things and execute and deliver, or cause to be executed and
delivered, all documents and instruments that the Collateral Agent may require for (i) protecting
the Debenture, (ii) perfecting the security constituted by the Debenture, and (iii) exercising all
powers, authorities and discretions conferred upon the Collateral Agent under this Agreement and/or
the Credit Agreement. After the security constituted by the Debenture becomes enforceable, the
Obligor will do all acts and things and execute and deliver all documents and instruments that the
Collateral Agent may require for facilitating the sale of the Debenture in connection with its
realization.



Section 13 Successors and Assigns.




     This Agreement is binding on the Obligor, its successors and 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 in accordance with the provisions of the
Credit Agreement and, in such event, such assignee 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 Obligor will not assert against the
assignee any claim or defence which the Obligor now has or may have against the Collateral Agent or
any of the Secured Parties. The Obligor may not assign, transfer or



ABL Debenture Delivery




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delegate any of its rights or obligations under this Agreement without the prior written
consent of the Collateral Agent which may be unreasonably withheld.




Section 14 Interpretation.





	(1)	 	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.
	 
	(2)	 	Any reference in this Agreement to gender includes all genders. Words importing the singular
number only include the plural and vice versa.
	 
	(3)	 	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.
	 
	(4)	 	Except as otherwise provided in this Agreement, any reference to this Agreement, the
Debenture or any other Loan Document, is a reference to this Agreement, the Debenture or such
Loan 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 to it.





Section 15 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 Lenders) and the Obligor.



Section 16 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 17 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.



Section 18 Agreement Paramount.





	(1)	 	In the event of a direct conflict between the terms and provisions contained in the Debenture
or this Agreement and the terms and provisions contained in the Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to






ABL Debenture Delivery




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the fullest extent possible, to be in concert with each other. In the event of any actual
irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of
the Credit Agreement shall control and govern.




	(2)	 	NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY: (i) THE LIEN AND SECURITY INTEREST GRANTED
TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS AGREEMENT
AND THE DEBENTURE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT AND THE
OTHER SECURED PARTIES HEREUNDER OR THEREUNDER 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 OR THE DEBENTURE, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL; AND (ii) EXCEPT AS PROVIDED ABOVE, THE
CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF
REMEDIES BY COLLATERAL AGENT.





[signature page follows]



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IN WITNESS WHEREOF the Obligor has executed this Agreement.



	 	 	 	 	 
	 	NOVELIS INC.

 	 
	 	By:  	 	 
	 	 	Authorized Signing Officer 	 



ABL Debenture Delivery





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Exhibit M-3




EXECUTION COPY




Dated __ December 2010




Between




NOVELIS ITALIA SPA




as Chargor



and




BANK OF AMERICA, N.A.




as Collateral Agent



 





SECURITY AGREEMENT




 





NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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




Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London E14 5DS













 




BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.









2









 









CONTENTS




	 	 	 
	Clause	 	Page
	1. INTERPRETATION
	 	1
	2. CREATION OF SECURITY
	 	5
	3. REPRESENTATIONS — GENERAL
	 	7
	4. RESTRICTIONS ON DEALINGS
	 	7
	5. ACCOUNTS
	 	8
	6. WHEN SECURITY BECOMES ENFORCEABLE
	 	9
	7. ENFORCEMENT OF SECURITY
	 	10
	8. RECEIVER
	 	11
	9. POWERS OF RECEIVER
	 	12
	10. APPLICATION OF PROCEEDS
	 	14
	11. Tax, Expenses and Indemnity
	 	14
	12. DELEGATION
	 	15
	13. FURTHER ASSURANCES
	 	15
	14. POWER OF ATTORNEY
	 	15
	15. PRESERVATION OF SECURITY
	 	16
	16. MISCELLANEOUS
	 	18
	17. RELEASE
	 	20
	18. COUNTERPARTS
	 	20
	19. NOTICES
	 	20
	20. GOVERNING LAW
	 	21
	21. ENFORCEMENT
	 	22






	 	 	 	 	 	 	 
	SCHEDULE 1 Security Assets 

	 	 	24	 
	PART 1 Security Accounts

	 	 	24	 
	SCHEDULE 2 Forms of Letter for Security Accounts

	 	 	25	 
	PART 1 Notice to Account Bank

	 	 	25	 
	PART 2
 Acknowledgement of Account Bank

	 	 	28	 
	PART 3
 Letter for Operation of Security Accounts 

	 	 	30	 






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THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS ITALIA SPA a limited liability company incorporated under the laws of Italy, having
its registered office at Bresso (Milano), Via Vittorio Veneto 106 which is registered with the
register of Companies of Milan and tax code under no. 04598460964 (the Chargor); and
	 
	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.
	 
	(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 (including its Recitals):
	 
	 	 	Account Bank means a bank with whom a Security Account is maintained.
	 
	 	 	Act means the Law of Property Act 1925.
	 
	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
	 
	 	 	Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.
	 
	 	 	Novelis Europe means Novelis Europe Holdings Limited a company registered in England and
Wales with registered number 05308334 and with its registered office at Latchford Locks
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN United Kingdom.
	 
	 	 	Party means a party to this Deed.
	 
	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.
	 
	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.




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	 	 	Security Account means in relation to the Chargor:






	 	(a)	 	any account specified in Part 1 of Schedule 1 (Security Assets); and
	 
	 	(b)	 	in each case, any replacement account or sub-division or sub-account of any
such account.






	 	 	Security Assets means any and all assets of the Chargor that are the subject of this
Security.
	 
	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Chargor.
	 
	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.
	 
	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.






	 	 	Territory means England and Wales.
	 
	1.2	 	Construction
	 
	 	 	In this Deed:






	 	(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);
	 
	 	(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 Administrative Agent (as appropriate);




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	 	(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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified 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.




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	 	(n)	 	Any covenant of the 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.
	 
	 	(o)	 	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.
	 
	 	(p)	 	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.
	 
	 	(q)	 	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.
	 
	 	(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	 	Conflict with the provisions of this Deed






	 	 	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. EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL
THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.
	 
	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE





4









 











	 	 	CREDIT AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS
IN SUCH DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO
BE IN CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT
CANNOT BE RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL
CONTROL AND GOVERN.






	2.	 	CREATION OF SECURITY
	 
	2.1	 	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 the 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 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)	 	The 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 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) does not affect the validity or enforceability of this
Security.






	2.2	 	Credit balances
	 
	 	 	The Chargor charges by way of a fixed charge all of its rights in respect of each amount
standing to the credit of each Security Account and the debt represented by that account,
other than any account the subject of a Security Interest in favour of any other person in
accordance with the terms set out in section 6.02(y) of the Credit Agreement.




5









 












	2.3	 	Floating charge






	 	(a)	 	The Chargor charges by way of a floating charge all of those assets purported
to be charged under Clauses 2.2 that are not effectively charged by way of fixed
charge under this Deed.
	 
	 	(b)	 	Except as provided below, the Collateral Agent may by notice to the Chargor
convert the floating charge created by the Chargor under this Deed into a fixed charge
as regards any of the 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)	 	the 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 4 (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 the Chargor’s assets that are subject to the floating
charge:






	 	(i)	 	if an administrator is appointed or the Collateral Agent
receives notice of an intention to appoint an administrator; or
	 
	 	(ii)	 	on the convening of any meeting of the members of the
Chargor to consider a resolution to wind the Chargor up (or not to wind the
Chargor up); or
	 
	 	(iii)	 	upon the occurrence of any analogous event in any
jurisdiction.






	 	(e)	 	The floating charge created under this Deed is a qualifying floating charge
for the purpose of paragraph 14 of Schedule Bl 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 the 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




6









 












	 	 	 	Collateral Agent to the Chargor, be reconverted into a floating charge in relation
to the Security Assets specified in such notice.






	3.	 	REPRESENTATIONS — GENERAL
	 
	3.1	 	Nature of security






	 	 	The Chargor represents and warrants to each Secured Party that:






	 	(a)	 	this Deed creates those Security Interests it purports to create and is not
liable to be avoided or otherwise set aside on its liquidation or administration or
otherwise; and
	 
	 	(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 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);






	 	(d)	 	all actions and consents, including all filings, notices, registrations and
recordings necessary for the exercise by the Collateral Agent of the 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; and
	 
	 	(e)	 	Schedule 1 (Security Assets) properly identifies all bank accounts held by
the Chargor in the Territory at the date of this Deed.






	3.2	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.






	4.	 	RESTRICTIONS ON DEALINGS
	 
	 	 	The Chargor may not:






	 	(a)	 	create or permit to subsist any Security Interest on any of the Security
Accounts; 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 the Security Accounts,




7









 












	 	 	unless permitted under the Credit Agreement.






	5.	 	ACCOUNTS
	 
	5.1	 	Accounts






	 	 	All Security Accounts must be maintained at a branch of the Account Bank approved by the
Collateral Agent.






	5.2	 	Change of Account Bank






	 	(a)	 	Any Account Bank may be changed to another bank in the Territory and
additional banks in the Territory may be appointed as Account Banks if the Chargor and
the Collateral Agent so agree.
	 
	 	(b)	 	Without prejudice to Clause 5.2(a), the Chargor may only open an account in
replacement of a Security Account with a new Account Bank after the proposed new
Account Bank agrees with the Collateral Agent and the Chargor, 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 the Chargor and the Collateral
Agent hereby irrevocably give all authorisations and instructions necessary for any
such transfer to be made.
	 
	 	(d)	 	The 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 this Clause 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 the Chargor should fail to do so.






	 	(e)	 	The Chargor shall not, 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 unless permitted under
the Credit Agreement.
	 
	 	(f)	 	The Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by the Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).






	5.3	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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.




8









 












	 	(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 other than in accordance with any Cash Management Document.
	 
	 	(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
5.4 or as otherwise permitted by the Credit Agreement.






	5.4	 	Notices of charge






	 	(a)	 	The 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) within 14 days of the date
of this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).
	 
	 	(c)	 	The Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.






	6.	 	WHEN SECURITY BECOMES ENFORCEABLE
	 
	6.1	 	Timing
	 
	 	 	This Security will become immediately enforceable if an Event of Default is continuing.
	 
	6.2	 	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 or the Administrative Agent may direct.




9









 












	7.	 	ENFORCEMENT OF SECURITY
	 
	7.1	 	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.
	 
	 	(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).






	7.2	 	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.






	7.3	 	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).






	7.4	 	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.






	7.5	 	Redemption of prior mortgages






	 	(a)	 	At any time after this Security has become enforceable, the Collateral Agent
may:




10









 












	 	(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 the Chargor.






	 	(b)	 	The 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.






	7.6	 	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.






	8.	 	RECEIVER
	 
	8.1	 	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)	 	the 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.
	 
	 	(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.






	8.2	 	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.




11









 












	8.3	 	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.






	8.4	 	Agent of the Chargor






	 	(a)	 	A Receiver will be deemed to be the agent of the 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 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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.






	8.5	 	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.






	9.	 	POWERS OF RECEIVER
	 
	9.1	 	General






	 	(a)	 	A Receiver has all the rights, powers and discretions set out 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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.






	9.2	 	Possession
	 
	 	 	A Receiver may take immediate possession of, get in, and collect any Security Asset.
	 
	9.3	 	Carry on business
	 
	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.




12









 












	9.4	 	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 the Chargor.






	9.5	 	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.






	9.6	 	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.






	9.7	 	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 the Chargor or relating in any way to any Security Asset.
	 
	9.8	 	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.
	 
	9.9	 	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.
	 
	9.10	 	Subsidiaries
	 
	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.
	 
	9.11	 	Delegation
	 
	 	 	A Receiver may delegate his powers in accordance with this Deed.
	 
	9.12	 	Lending
	 
	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.




13









 












	9.13	 	Protection of assets
	 
	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.
	 
	9.14	 	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 the Chargor for any of the above purposes.






	10.	 	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 but subject always to the terms of the Intercreditor
Agreement.
	 
	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party






	11.	 	TAX, EXPENSES AND INDEMNITY






	 	(a)	 	The provisions of sections 2.06, 2.12, 2.15, 7.10, 11.03 and 11.18 of
the Credit Agreement shall apply to this Deed mutatis mutandis so that references in
those sections to “the Loan Party” or similar references will be read as “the
Chargor”. The Chargor hereby agrees to be bound by such provisions.
	 
	 	(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 16.2 (Interest).
	 
	 	(c)	 	The Chargor 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 Security or any judgment given in connection with them, is or at any time
may be subject.




14









 












	12.	 	DELEGATION
	 
	12.1	 	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.
	 
	12.2	 	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.
	 
	12.3	 	Liability
	 
	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.
	 
	13.	 	FURTHER ASSURANCES
	 
	 	 	The 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 creates a Security
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
the 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.






	14.	 	POWER OF ATTORNEY
	 
	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The





15









 











	 	 	Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.






	15.	 	PRESERVATION OF SECURITY
	 
	15.1	 	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.
	 
	15.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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 the 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.






	15.3	 	Waiver of defences
	 
	 	 	The obligations of the 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.






	15.4	 	Immediate recourse
	 
	 	 	The 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




16









 












	 	 	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 the Chargor under this Deed.






	15.5	 	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 the 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 the
Chargor or on account of the Chargor’s liability under this Deed.






	15.6	 	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,






	 	 	the Chargor will not, 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 the 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.






	 	 	The 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.






	15.7	 	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; and




17









 












	 	(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.






	15.8	 	Delivery of documents
	 
	 	 	To the extent the 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, the Chargor’s obligations hereunder with respect to such delivery shall be
deemed satisfied by the delivery to the Term Loan Collateral Agent.
	 
	15.9	 	Security held by Chargor
	 
	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The
Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.
	 
	16.	 	MISCELLANEOUS
	 
	16.1	 	Covenant to pay






	 	(a)	 	The Chargor covenants with the Collateral Agent as trustee for the Secured
Parties that it shall on demand of the Collateral Agent discharge all obligations
which any Loan Party may at any time have to the Collateral Agent (whether for its own
account or as trustee for the Secured Parties) or any other Secured Party under or
pursuant to the Loan Documents (including this Deed) including any liability in
respect of any further advances made under the Loan Documents, whether present or
future, actual or contingent (and whether incurred solely or jointly and whether as
principal or as surety or in some other capacity) and the Chargor shall pay to the
Collateral Agent when due and payable every sum at any time owing, due or incurred by
any Loan Party to the Security Agent (whether for its own account or as trustee for
the Secured Parties) or any other Secured Party in respect of any such liabilities,
provided that neither such covenant nor this Security shall extend to or include any
liability or sum which would, but for this proviso, cause such covenant or security to
be unlawful or prohibited by any applicable law.
	 
	 	(b)	 	Notwithstanding any other provision of this Deed or any other Loan Document,
it is expressly agreed and understood that:






	 	(i)	 	the sole recourse of the Collateral Agent (and any Receiver
or other person) to the Chargor under this Deed is to the Chargor’s interest
in the assets the subject of Security pursuant to clauses 2.2 to 2.3 of this
Deed; and
	 
	 	(ii)	 	the liability of the Chargor to the Collateral Agent,
Receiver and any Secured Party pursuant to or in connection with the Loan
Documents shall be:






	 	(1)	 	limited in aggregate to an amount equal to
that recovered as a result of enforcement of this Deed with respect
to the assets the subject of Security pursuant to clauses 2.2 to 2.3
of this Deed; and




18









 












	 	(2)	 	satisfied only from the proceeds of sale or
other disposal or realisation of the assets the subject of Security
pursuant to clauses 2.2 to 2.3 of this Deed.






	16.2	 	Interest
	 
	 	 	If the 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.
	 
	16.3	 	Tacking
	 
	 	 	Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).
	 
	16.4	 	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 Obligation.






	16.5	 	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 the Chargor has with any
Secured Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Obligation 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.






	16.6	 	Notice of assignment
	 
	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.






	16.7	 	Perpetuity period
	 
	 	 	The perpetuity period for the trusts in this Deed is 125 years.




19









 












	16.8	 	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 Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
such amount 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. In each case, the parties agree that the method
of valuation provided for in this Deed shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.






	17.	 	RELEASE
	 
	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.
	 
	18.	 	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.
	 
	19.	 	NOTICES
	 
	19.1	 	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.
	 
	19.2	 	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
21.2(b) 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 21.2(a) the address of the Chargor shall be:
	 
	 	 	 	Via Vittorio Veneto 106





20









 









Bresso (MI)

Italy

Attention: dott. Cesare Galè



with a copy to:



Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH

Switzerland

Attention: Legal Department





	 	 	Delivery






	 	(c)	 	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.






	 	(d)	 	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 Agent’s communication details
(or any substitute department or officer as the Collateral Agent shall specify for
this purpose).






	19.3	 	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 21.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.
	 
	19.4	 	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.






	20.	 	GOVERNING LAW
	 
	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.




21









 












	21.	 	ENFORCEMENT
	 
	21.1	 	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 Deed, 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. The 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.






	21.2	 	Service of process






	 	(a)	 	The Chargor appoints Novelis Europe as its agent under this Deed for service
of process in any proceedings before the English courts in connection with this Deed
and will procure that Novelis Europe accepts such appointment
	 
	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.
	 
	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.
	 
	 	(d)	 	This Subclause does not affect any other method of service allowed by law.






	21.3	 	Waiver of immunity






	 	(a)	 	The 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;




22









 












	 	(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.






	21.4	 	Waiver of trial by jury
	 
	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.









23









 








SCHEDULE 1




SECURITY ASSETS




PART 1 — SECURITY ACCOUNTS




	 	 	 	 	 
	 	 	Security Account	 	 
	Account Bank	 	number(s)	 	Security Account name
	DB London

	 	 22736300
	 	Novelis Italia SpA (USD)






24









 






FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK



To: [Account Bank]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between
[      ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and
	 
	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.




[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]



Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;






	    (b)	(i)	 	 comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash
Proceeds Account) received by you from the Revolving Credit Collateral Agent; and




25









 












	 	(ii)	 	comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;
	 
	(c)	(i)	 	 hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and
	 
	 	(ii)	 	hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;
	 
	(d)	(i)	 	 pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and
	 
	 	(ii)	 	pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.





26









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by English law.



Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]








27









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [
    ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us from the Revolving
Credit Collateral Agent advising us that the Revolving





28









 











	 	 	 	Credit Release Date (as defined in the Revolving Credit Security Agreement) has
occurred, the Term Loan Collateral Agent;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






	 	 	in each case, in accordance with the terms of, and the instructions provided under, the
Notice.




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]
	 	 






29









 






PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS ‘



To: [Account Bank]



[DATE]



Dear Sirs,



Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;
	 
	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.







30









 







Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.



Yours faithfully,




	 	 	 

	 


	 	 
	(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral Agent





Yours faithfully,




	 	 	 

	 


	 	 
	(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral
Agent





Receipt acknowledged




	 	 	 

	 


	 	 
	(Authorised signatory) [Account Bank]





[Date]









31









 








SIGNATORIES




	 	 	 	 	 	 	 	 	 

	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	 	 	 
	 
	by duly appointed attorney

	 	 	)	 	 	 

	 	Attorney
	 
	For and on behalf of

	 	 	)	 	 	 

	 	Attorney
	 
	NOVELIS ITALIA SPA

	 	 	)	 	 	 	 	 






32









 






SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:




	 	 	 

	 


	 	 
	Peter M. Walther, Senior Vice President
	 	 







33











 





EXECUTION COPY




Dated __ December 2010




Between



NOVELIS FOIL FRANCE S.A.S.



as Chargor



and



BANK OF AMERICA, N.A.



as Collateral Agent



 






SECURITY AGREEMENT




 





NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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 DEED,
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.





Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London  E14 5DS


 









 




CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. INTERPRETATION

	 	 	1	 
	2. CREATION OF SECURITY

	 	 	5	 
	3. REPRESENTATIONS - GENERAL

	 	 	7	 
	4. RESTRICTIONS ON DEALINGS

	 	 	7	 
	5. ACCOUNTS

	 	 	8	 
	6. WHEN SECURITY BECOMES ENFORCEABLE

	 	 	9	 
	7. ENFORCEMENT OF SECURITY

	 	 	10	 
	8. RECEIVER

	 	 	11	 
	9. POWERS OF RECEIVER

	 	 	12	 
	10. APPLICATION OF PROCEEDS

	 	 	14	 
	11. TAXES, EXPENSES AND INDEMNITY

	 	 	14	 
	12. DELEGATION

	 	 	15	 
	13. FURTHER ASSURANCES

	 	 	15	 
	14. POWER OF ATTORNEY

	 	 	16	 
	15. PRESERVATION OF SECURITY

	 	 	16	 
	16. MISCELLANEOUS

	 	 	18	 
	17. RELEASE

	 	 	20	 
	18. COUNTERPARTS

	 	 	20	 
	19. NOTICES

	 	 	21	 
	20. GOVERNING LAW

	 	 	22	 
	21. ENFORCEMENT

	 	 	22	 
	SCHEDULE 1 Security Assets

	 	 	24	 
	PART 1 Security Accounts

	 	 	24	 
	SCHEDULE 2 Forms of Letter for Security Accounts

	 	 	25	 
	PART 1 Notice to Account Bank

	 	 	25	 
	PART 2 Acknowledgement of Account Bank

	 	 	28	 
	PART 3 Letter for Operation of Security Accounts

	 	 	30	 












iii









 







THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS FOIL FRANCE SAS A French “Société par actions simplifiée” with a share capital of EUR
8,198,725 Registered office: Le Moulin à Papier 27 250 Rugles, France Registered with the
Trade and Companies Registry of Evreux under number 414 870 121(the Chargor); and






	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.






	(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 (including its Recitals):






	 	 	Account Bank means a bank with whom a Security Account is maintained.






	 	 	Act means the Law of Property Act 1925.






	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.






	 	 	Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.






	 	 	Novelis Europe means Novelis Europe Holdings Limited a company registered in England and
Wales with registered number 05308334 and with its registered office at Latchford Locks
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN United Kingdom.






	 	 	Party means a party to this Deed.






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.






	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.






	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.




1









 












	 	 	Security Account means in relation to the Chargor:






	 	(a)	 	any account specified in Part 1 of Schedule 1 (Security Assets); and
	 
	 	(b)	 	in each case, any replacement account or sub-division or sub-account of any
such account.






	 	 	Security Assets means any and all assets of the Chargor that are the subject of this
Security.






	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Chargor.






	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.






	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.






		Territory means England and Wales.
	 
	1.2	 	Construction






	 	 	In this Deed:






	 	(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);
	 
	 	(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 Administrative Agent (as appropriate);




2









 






	 	(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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified 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.




3









 












	 	(n)	 	Any covenant of the 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.
	 
	 	(o)	 	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.
	 
	 	(p)	 	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.
	 
	 	(q)	 	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.
	 
	 	(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	 	Conflict with the provisions of this Deed






	 	 	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. EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL
THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.
	 
	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE




4









 






	 	 	CREDIT AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS
IN SUCH DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO
BE IN CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT
CANNOT BE RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL
CONTROL AND GOVERN.






	2.	 	CREATION OF SECURITY






	2.1	 	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 the 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 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)	 	The 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 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) does not affect the validity or enforceability of this
Security.






	2.2	 	Credit balances






	 	 	The Chargor charges by way of a fixed charge all of its rights in respect of each amount
standing to the credit of each Security Account and the debt represented by that account,
other than any account the subject of a Security Interest in favour of any other person in
accordance with the terms set out in section 6.02(y) of the Credit Agreement.




5









 












	2.3	 	Floating charge






	 	(a)	 	The Chargor charges by way of a floating charge all of those assets purported
to be charged under Clauses 2.2 that are not effectively charged by way of fixed
charge under this Deed.
	 
	 	(b)	 	Except as provided below, the Collateral Agent may by notice to the Chargor
convert the floating charge created by the Chargor under this Deed into a fixed charge
as regards any of the 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)	 	the 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 4 (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 the Chargor’s assets that are subject to the floating
charge:






	 	(i)	 	if an administrator is appointed or the Collateral Agent
receives notice of an intention to appoint an administrator; or
	 
	 	(ii)	 	on the convening of any meeting of the members of the
Chargor to consider a resolution to wind the Chargor up (or not to wind the
Chargor up); or
	 
	 	(iii)	 	upon the occurrence of any analogous event in any
jurisdiction.






	 	(e)	 	The floating charge created under this Deed is a qualifying floating charge
for the purpose of paragraph 14 of Schedule Bl 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 the 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




6









 






	 	 	 	Collateral Agent to the Chargor, be reconverted into a floating charge in relation
to the Security Assets specified in such notice.






	3.	 	REPRESENTATIONS — GENERAL






	3.1	 	Nature of security






	 	 	The Chargor represents and warrants to each Secured Party that:






	 	(a)	 	this Deed creates those Security Interests it purports to create and is not
liable to be avoided or otherwise set aside on its liquidation or administration or
otherwise; and
	 
	 	(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 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);






	 	(d)	 	all actions and consents, including all filings, notices, registrations and
recordings necessary for the exercise by the Collateral Agent of the 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; and
	 
	 	(e)	 	Schedule 1 (Security Assets) properly identifies all bank accounts held by
the Chargor in the Territory at the date of this Deed.






	3.2	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.






	4.	 	RESTRICTIONS ON DEALINGS






	 	 	The Chargor may not:






	 	(a)	 	create or permit to subsist any Security Interest on any of the Security
Accounts; 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 the Security Accounts,





7









 











	 	 	unless permitted under the Credit Agreement.






	5.	 	ACCOUNTS






	5.1	 	Accounts






	 	 	All Security Accounts must be maintained at a branch of the Account Bank approved by the
Collateral Agent.






	5.2	 	Change of Account Bank






	 	(a)	 	Any Account Bank may be changed to another bank in the Territory and
additional banks in the Territory may be appointed as Account Banks if the Chargor and
the Collateral Agent so agree.
	 
	 	(b)	 	Without prejudice to Clause 5.2(a), the Chargor may only open an account in
replacement of a Security Account with a new Account Bank after the proposed new
Account Bank agrees with the Collateral Agent and the Chargor, 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 the Chargor and the Collateral
Agent hereby irrevocably give all authorisations and instructions necessary for any
such transfer to be made.
	 
	 	(d)	 	The 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 this Clause 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 the Chargor should fail to do so.






	 	(e)	 	The Chargor shall not, 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 unless permitted under
the Credit Agreement.
	 
	 	(f)	 	The Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by the Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).






	5.3	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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.




8









 






	 	(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 other than in accordance with any Cash Management Document.
	 
	 	(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
5.4 or as otherwise permitted by the Credit Agreement.






	5.4	 	Notices of charge






	 	(a)	 	The 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) within 14 days of the date
of this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).
	 
	 	(c)	 	The Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.






	6.	 	WHEN SECURITY BECOMES ENFORCEABLE






	6.1	 	Timing






	 	 	This Security will become immediately enforceable if an Event of Default is continuing.






	6.2	 	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 or the Administrative Agent may direct.




9









 












	7.	 	ENFORCEMENT OF SECURITY






	7.1	 	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.
	 
	 	(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).






	7.2	 	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.






	7.3	 	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).






	7.4	 	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.






	7.5	 	Redemption of prior mortgages






	 	(a)	 	At any time after this Security has become enforceable, the Collateral Agent
may:




10









 












	 	(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 the Chargor.






	 	(b)	 	The 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.






	7.6	 	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.






	7.7	 	Limitation






	 	(a)	 	The obligations and liabilities of the Chargor under this Deed shall not
include any obligation or liability which if incurred would constitute the provision
of financial assistance within the meaning of article L.225-216 of the French Code de
commerce and/or would constitute a misuse of corporate assets within the meaning of
article L.241-3 or L.242-6 of the French Code de commerce or any other laws or
regulations having the same effect, as interpreted by French courts.
	 
	 	(b)	 	The obligations and liabilities of the Chargor under this Deed for the
obligations of any Loan Party which is not a subsidiary of the Chargor shall be
limited at any time to an amount equal to the aggregate of all amounts borrowed under
the Credit Agreement by a Borrower to the extent directly or indirectly on-lent to the
Chargor under inter-company loan agreements or otherwise provided to the Chargor
and/or its subsidiaries and outstanding, it being specified that any monies received
or recovered by the Collateral Agent or any Receiver pursuant to this Deed shall
reduce pro tanto the outstanding amount of the inter-company loans due by the Chargor
under the inter-company loan arrangements referred to above or otherwise provided to
the Chargor and/or its subsidiaries






	8.	 	RECEIVER






	8.1	 	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)	 	the 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.




11









 












	 	(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.
	 
	 	(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.






	8.2	 	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.






	8.3	 	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.






	8.4	 	Agent of the Chargor






	 	(a)	 	A Receiver will be deemed to be the agent of the 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 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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.






	8.5	 	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.






	9.	 	POWERS OF RECEIVER






	9.1	 	General






	 	(a)	 	A Receiver has all the rights, powers and discretions set out in this Clause
in addition to those conferred on it by any law. This includes:




12









 












	 	(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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.






	9.2	 	Possession






	 	 	A Receiver may take immediate possession of, get in, and collect any Security Asset.
	 
	9.3	 	Carry on business
	 
	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.
	 
	9.4	 	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 the Chargor.






	9.5	 	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.






	9.6	 	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.






	9.7	 	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 the Chargor or relating in any way to any Security Asset.






	9.8	 	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.




13









 












	9.9	 	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.
	 
	9.10	 	Subsidiaries
	 
	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.
	 
	9.11	 	Delegation
	 
	 	 	A Receiver may delegate his powers in accordance with this Deed.
	 
	9.12	 	Lending
	 
	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.
	 
	9.13	 	Protection of assets
	 
	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.
	 
	9.14	 	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 the Chargor for any of the above purposes.






	10.	 	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 but subject always to the terms of the Intercreditor
Agreement.
	 
	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party






	11.	 	TAXES, EXPENSES AND INDEMNITY






	 	(a)	 	The provisions of sections 2.06, 2.12, 2.15, 7.10, 11.03 and 11.18 of
the Credit Agreement shall apply to this Deed mutatis mutandis so that references in
those




14









 






	 	 	 	sections to “the Loan Party” or similar references will be read as “the Chargor”.
The Chargor hereby agrees to be bound by such provisions.
	 
	 	(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 16.2 (Interest).
	 
	 	(c)	 	The Chargor 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 Security or any judgment given in connection with them, is or at any time
may be subject.






	12.	 	DELEGATION






	12.1	 	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.






	12.2	 	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.






	12.3	 	Liability






	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.






	13.	 	FURTHER ASSURANCES






	 	 	The 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 creates a Security
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
the Chargor located in any jurisdiction outside England and Wales.
	 
	 	This includes:






	 	(i)	 	the re-execution of this Deed;




15









 






	 	(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.






	14.	 	POWER OF ATTORNEY






	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The
Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.






	15.	 	PRESERVATION OF SECURITY






	15.1	 	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.






	15.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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 the 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.






	15.3	 	Waiver of defences






	 	 	The obligations of the 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;




16









 






	 	(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.






	15.4	 	Immediate recourse






	 	 	The 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 the Chargor under this Deed.






	15.5	 	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 the 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 the
Chargor or on account of the Chargor’s liability under this Deed.






	15.6	 	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,






	 	 	the Chargor will not, 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 the Chargor’s
liability under this Clause;




17









 






	 	(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.






	 	 	The 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.






	15.7	 	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; and
	 
	 	(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.






	15.8	 	Delivery of documents






	 	 	To the extent the 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, the Chargor’s obligations hereunder with respect to such delivery shall be
deemed satisfied by the delivery to the Term Loan Collateral Agent.






	15.9	 	Security held by Chargor






	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The
Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.






	16.	 	MISCELLANEOUS






	16.1	 	Covenant to pay






	 	(a)	 	The Chargor covenants with the Collateral Agent as trustee for the Secured
Parties that it shall on demand of the Collateral Agent discharge all obligations
which any Loan Party may at any time have to the Collateral Agent (whether for its own
account or as trustee for the Secured Parties) or any other Secured Party under or
pursuant to the Loan Documents (including this Deed) including any liability in
respect of any further advances made under the Loan Documents, whether present or
future, actual or contingent (and whether incurred solely or jointly and whether as
principal or as surety or in some other capacity) and the Chargor shall pay to the
Collateral Agent when due and payable every sum at any time owing, due or incurred by
any Loan Party to the Security Agent (whether for its own account or as trustee for
the Secured Parties) or any other Secured Party in respect of any such liabilities,
provided that neither such covenant nor this Security shall extend to or include any
liability or sum which




18









 






	 	 	 	would, but for this proviso, cause such covenant or security to be unlawful or
prohibited by any applicable law.
	 
	 	(b)	 	Notwithstanding any other provision of this Deed or any other Loan Document,
it is expressly agreed and understood that:






	 	(i)	 	the sole recourse of the Collateral Agent (and any Receiver
or other person) to the Chargor under this Deed is to the Chargor’s interest
in the assets the subject of Security pursuant to clauses 2.2 to 2.3 of this
Deed; and
	 
	 	(ii)	 	the liability of the Chargor to the Collateral Agent,
Receiver and any Secured Party pursuant to or in connection with the Loan
Documents shall be:






	 	(1)	 	limited in aggregate to an amount equal to
that recovered as a result of enforcement of this Deed with respect
to the assets the subject of Security pursuant to clauses 2.2 to 2.3
of this Deed; and
	 
	 	(2)	 	satisfied only from the proceeds of sale or other disposal
or realisation of the assets the subject of Security pursuant to
clauses 2.2 to 2.3 of this Deed.






	16.2	 	Interest






	 	 	If the 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.






	16.3	 	Tacking






	 	 	Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).






	16.4	 	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 Obligation.






	16.5	 	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 the Chargor has with any
Secured Party within the Security Period when:




19









 












	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Obligation 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.






	16.6	 	Notice of assignment






	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.






	16.7	 	Perpetuity period






	 	 	The perpetuity period for the trusts in this Deed is 125 years.
	 
	16.8	 	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 Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
such amount 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. In each case, the parties agree that the method
of valuation provided for in this Deed shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.






	17.	 	RELEASE






	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.






	18.	 	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.




20









 












	19.	 	NOTICES






	19.1	 	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.






	19.2	 	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
21.2(b) 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 21.2(a) the address of the Chargor shall be:






	 	 	 	Novelis Foil France SAS

Le Moulin à Papier

27 250 Rugles

France

Attention: Plant Manager
	 
	 	 	 	with a copy to:
	 
	 	 	 	Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH

Switzerland

Attention: Legal Department






	19.3	 	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 Agent’s communication details
(or any substitute department or officer as the Collateral Agent shall specify for
this purpose).




21









 












	19.4	 	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 21.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.






	19.5	 	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.






	20.	 	GOVERNING LAW






	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.






	21.	 	ENFORCEMENT





21.1 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 Deed, 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. The 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.




22









 











21.2 Service of process





	 	(a)	 	The Chargor appoints Novelis Europe as its agent under this Deed for service
of process in any proceedings before the English courts in connection with this Deed
and will procure that Novelis Europe accepts such appointment
	 
	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.
	 
	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.
	 
	 	(d)	 	This Subclause does not affect any other method of service allowed by law.






	21.3	 	Waiver of immunity






	 	(a)	 	The 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.






	21.4	 	Waiver of trial by jury






	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.









23









 








SCHEDULE 1




SECURITY ASSETS




PART 1 — SECURITY ACCOUNTS




	 	 	 	 	 	 	 
	 	 	Security Account	 	 
	Account Bank	 	number(s)	 	Security Account name
	DB London

	 	22728300	 	 	Novelis Foil France SAS (GBP)
	DB London

	 	22728301	 	 	Novelis Foil France SAS (USD)






24









 






FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK



To: [Account Bank]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [   ] between [   ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [   ] between [  
] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and






	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.




[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]



Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;












	 	(b) 	(i)	 comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash
Proceeds Account) received by you from the Revolving Credit Collateral Agent; and




25









 









	 	 	(ii)	  comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;







	 	(c)	(i)	 hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and







	 	 	(ii)	  hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;








	 	(d)	(i)	 pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and








	 	 	(ii)	 pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.





26









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by English law.



Please send to the Revolving Credit Collateral Agent at [●] and the Term Loan 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]








27









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,




Security agreement dated [   ] between [   ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [   ] between [  ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [●] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us from the Revolving
Credit Collateral Agent advising us that the Revolving




28









 






	 	 	 	Credit Release Date (as defined in the Revolving Credit Security Agreement) has
occurred, the Term Loan Collateral Agent;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






	 	 	    in each case, in accordance with the terms of, and the instructions provided under, the
Notice.




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]







29









 








PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS ‘



To: [Account Bank]



[DATE]



Dear Sirs,




Security agreement dated [   ] between [   ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [   ] between [   ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;






	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.







30









 







Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.



Yours faithfully,




______________________________________

(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral Agent



Yours faithfully,




______________________________________

(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral

Agent



Receipt acknowledged




______________________________________

(Authorised signatory) [Account Bank]



[Date]








31









 








SIGNATORIES




	 	 	 	 	 	 	 

	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	by duly appointed attorney

	 	 	)	 	 	        _________________________Attorney
	 
	 	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	NOVELIS FOIL FRANCE S.A.S.

	 	 	)	 	 	 






32









 





SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:




	 	 	 	 	 
	 	 
	  	 	 
	 	Peter M. Walther, Senior Vice President 	 
	 	 	 
	 




33











 





EXECUTION COPY




Dated __ December 2010




Between



NOVELIS LUXEMBOURG S.A.

as Chargor



and



BANK OF AMERICA, N.A.

as Collateral Agent



 





SECURITY AGREEMENT



 





NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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




Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London E14 5DS





 









 








BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.





2









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1.  INTERPRETATION
	 	 	1	 
	2.  CREATION OF SECURITY
	 	 	5	 
	3.  REPRESENTATIONS — GENERAL
	 	 	7	 
	4.  RESTRICTIONS ON DEALINGS
	 	 	8	 
	5.  ACCOUNTS
	 	 	8	 
	6.  CASH MANAGEMENT DOCUMENTS
	 	 	10	 
	7.  WHEN SECURITY BECOMES ENFORCEABLE
	 	 	12	 
	8.  ENFORCEMENT OF SECURITY
	 	 	12	 
	9.  ADMINISTRATOR
	 	 	13	 
	10.RECEIVER
	 	 	14	 
	11.POWERS OF RECEIVER
	 	 	15	 
	12.APPLICATION OF PROCEEDS
	 	 	17	 
	13.TAXES, EXPENSES AND INDEMNITY
	 	 	17	 
	14.DELEGATION
	 	 	17	 
	15.FURTHER ASSURANCES
	 	 	17	 
	16.POWER OF ATTORNEY
	 	 	18	 
	17.PRESERVATION OF SECURITY
	 	 	18	 
	18.MISCELLANEOUS
	 	 	21	 
	19.RELEASE
	 	 	22	 
	20.COUNTERPARTS
	 	 	22	 
	21.NOTICES
	 	 	22	 
	22.GOVERNING LAW
	 	 	24	 
	23.ENFORCEMENT
	 	 	24	 
	SCHEDULE 1 Security Assets
	 	 	26	 
	PART 1 Security Accounts
	 	 	26	 
	PART 2 Cash Management Documents
	 	 	26	 
	SCHEDULE 2 Forms of Letter for Security Accounts
	 	 	27	 
	PART 1 Notice to Account Bank
	 	 	27	 
	PART 2 Acknowledgement of Account Bank
	 	 	30	 
	PART 3 Letter for Operation of Security Accounts
	 	 	32	 
	SCHEDULE 3 Forms of Letter for Cash Management Documents
	 	 	34	 
	PART 1 Notice to Counterparty
	 	 	34	 
	PART 2 Acknowledgement of Counterparty
	 	 	36	 






iii









 






THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS LUXEMBOURG S.A. a limited liability company organized under the laws of Luxembourg,
having its registered office address at Zone Industrielle Riedgen, L-3451, Dudelange and is
registered in the commercial and companies register under number B19358 (the Chargor); and
	 
	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.
	 
	(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 (including its Recitals):
	 
	 	 	Account Bank means a bank with whom a Security Account is maintained.
	 
	 	 	Act means the Law of Property Act 1925.
	 
	 	 	Cash Management Document means any agreement specified in Part 2 of Schedule 1 (Security
Assets) and any other agreement between two or more members of the Group to which the
Chargor is a party that provides for any cash pooling, set-off or netting arrangement,
including the European Cash Pooling Arrangements.
	 
	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
	 
	 	 	Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.
	 
	 	 	Novelis Europe means Novelis Europe Holdings Limited a company registered in England and
Wales with registered number 05308334 and with its registered office at Latchford Locks
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN United Kingdom.
	 
	 	 	Party means a party to this Deed.
	 
	 	 	Realisation Notice means the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.




1









 






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.
	 
	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.
	 
	 	 	Security Account means in relation to the Chargor:






	 	(a)	 	any account specified in Part 1 of Schedule 1 (Security Assets);
	 
	 	(b)	 	any other account which it purports to charge under this Deed; and
	 
	 	(c)	 	in each case, any replacement account or sub-division or sub-account of any
such account.






	 	 	Security Assets means any and all assets of the Chargor that are the subject of this
Security.
	 
	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Chargor.
	 
	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.
	 
	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.
	 
	 	 	Territory means England and Wales.
	 
	1.2	 	Construction
	 
	 	 	In this Deed:






	 	(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);
	 
	 	(c)	 	an amendment includes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amend and amended
shall be construed accordingly;




2









 












	 	(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 Administrative 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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified from time to time;




3









 






	 	(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)	 	Any covenant of the 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.
	 
	 	(o)	 	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.
	 
	 	(p)	 	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.
	 
	 	(q)	 	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.
	 
	 	(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	 	Conflict with the provisions of this Deed
	 
	 	 	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




4









 






	 	 	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. EXCEPT AS PROVIDED FOR IN THIS
PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING
ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.
	 
	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.
	 
	2.	 	CREATION OF SECURITY
	 
	2.1	 	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 the 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 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)	 	The 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 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.




5









 






	 	(d)	 	The fact that no or incomplete details of any Security Asset are inserted in
Schedule 1 (Security Assets) does not affect the validity or enforceability of this
Security.






	2.2	 	Credit balances
	 
	 	 	The 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 established in the Territory,
including each of its Security Accounts, and the debt represented by that account, other
than any account the subject of a Security Interest in favour of any other person in
accordance with the terms set out in section 6.02(y) of the Credit Agreement.
	 
	2.3	 	Book debts etc.
	 
	 	 	The Chargor charges by way of a fixed charge:






	 	(a)	 	all of its book and other debts that are payable in the Territory;
	 
	 	(b)	 	all other moneys due and owing to it that are payable in the Territory; and
	 
	 	(c)	 	the benefit of all rights, securities and guarantees of any nature enjoyed or
held by it in relation to any item under paragraphs (a) or (b) above.






	2.4	 	Cash Management Documents






	 	(a)	 	The Chargor assigns absolutely, subject to a proviso for re-assignment on
redemption, all of its rights in respect of its Cash Management Documents.
	 
	 	(b)	 	Without prejudice to the obligations of the Chargor under Clause 2.1(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 the 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 paragraphs (a) or (b) above, the Chargor
charges by way of fixed charge all of its rights under the Cash Management Documents.






	2.5	 	Floating charge






	 	(a)	 	The Chargor charges by way of a floating charge all of those assets purported
to be charged under Clauses 2.2 to 2.4 that are not effectively charged by way of
fixed charge under this Deed.
	 
	 	(b)	 	Except as provided below, the Collateral Agent may by notice to the Chargor
convert the floating charge created by the Chargor under this Deed into a fixed charge
as regards any of the 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




6









 






	 	(iii)	 	the 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 4 (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 the Chargor’s assets that are subject to the floating
charge:






	 	(i)	 	if an administrator is appointed or the Collateral Agent
receives notice of an intention to appoint an administrator; or
	 
	 	(ii)	 	on the convening of any meeting of the members of the
Chargor to consider a resolution to wind the Chargor up (or not to wind the
Chargor up); or
	 
	 	(iii)	 	upon the occurrence of any analogous event in any
jurisdiction.






	 	(e)	 	The floating charge created under this Deed is a qualifying floating charge
for the purpose of paragraph 14 of Schedule Bl 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 the 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 Chargor, be reconverted into a floating charge in relation to
the Security Assets specified in such notice.






	3.	 	REPRESENTATIONS — GENERAL
	 
	3.1	 	Nature of security
	 
	 	 	The Chargor represents and warrants to each Secured Party that:






	 	(a)	 	this Deed creates those Security Interests it purports to create and is not
liable to be avoided or otherwise set aside on its liquidation or administration or
otherwise; and
	 
	 	(b)	 	this Deed is its legal, valid and binding obligation and is enforceable
against it in accordance with its terms;




7









 












	 	(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 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);






	 	(d)	 	all actions and consents, including all filings, notices, registrations and
recordings necessary for the exercise by the Collateral Agent of the 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; and
	 
	 	(e)	 	Schedule 1 (Security Assets) properly identifies all bank accounts held by
the Chargor in the Territory at the date of this Deed.






	3.2	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.






	4.	 	RESTRICTIONS ON DEALINGS
	 
	 	 	The Chargor may not:






	 	(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.
	 
	5.	 	ACCOUNTS
	 
	5.1	 	Accounts
	 
	 	 	All Security Accounts must be maintained at a branch of the Account Bank approved by the
Collateral Agent.
	 
	5.2	 	Change of Account Bank






	 	(a)	 	Any Account Bank may be changed to another bank in the Territory and
additional banks in the Territory may be appointed as Account Banks if the Chargor and
the Collateral Agent so agree.




8









 






	 	(b)	 	Without prejudice to Clause 5.2(a), the Chargor may only open an account with
a new Account Bank after the proposed new Account Bank agrees with the Collateral
Agent and the Chargor, 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 the Chargor and the Collateral
Agent hereby irrevocably give all authorisations and instructions necessary for any
such transfer to be made.
	 
	 	(d)	 	The 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 this Clause 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 the Chargor should fail to do so.






	 	(e)	 	The Chargor shall not, 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 unless permitted under
the Credit Agreement.
	 
	 	(f)	 	The Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by the Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).









	5.3	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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 other than in accordance with any Cash Management Document.
	 
	 	(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
5.5 or as otherwise permitted by the Credit Agreement.






	5.4	 	Book debts and receipts






	 	(a)	 	The Chargor must promptly get in and realise its:




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	 	(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 pay them into a bank account in
accordance with Section 9.01 of the Credit Agreement (a “Relevant Account”) and,
prior to payment into a Relevant Account, hold the proceeds of the getting in and
realisation subject to, and in accordance with, the terms of the Intercreditor
Agreement, on trust for the Collateral Agent; and
	 
	 	(b)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
without prejudice to paragraph (a) above, the Chargor must, except to the extent that
the Collateral Agent otherwise agrees, pay all the proceeds of the getting in and
realisation referred to under Clause 5.4(a) that are not paid into a Relevant Account,
into a Security Account as soon as practicable on receipt.






	5.5	 	Notices of charge






	 	(a)	 	The 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) within 14 days of the date
of this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).
	 
	 	(c)	 	The Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.






	6.	 	CASH MANAGEMENT DOCUMENTS
	 
	6.1	 	Representations

	 
	 	 	
The Chargor represents and warrants to each Secured Party that:




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	 	(a)	 	each of its Cash Management Documents is its legally binding, valid, and
enforceable obligation;
	 
	 	(b)	 	it is not in default in any material respect of any of its obligations under
any of its Cash Management Documents;
	 
	 	(c)	 	(save as otherwise agreed with the Collateral Agent) there is no prohibition
on assignment in any of its Cash Management Documents; and
	 
	 	(d)	 	its entry into and performance of this Deed will not conflict with any term
of any of its Cash Management Documents.






	6.2	 	Preservation
	 
	 	 	The Chargor may not, without the prior consent of the Collateral Agent or unless permitted by
the Credit Agreement:






	 	(a)	 	amend or waive any term of, or terminate, any of its Cash Management
Documents; or
	 
	 	(b)	 	take any action which might jeopardise the existence or enforceability of any
of its Cash Management Documents.






	6.3	 	Other undertaking
	 
	 	 	The Chargor must:






	 	(a)	 	duly and promptly perform its obligations in all material respects under each
of its Cash Management Documents; and
	 
	 	(b)	 	supply the Collateral Agent and any Receiver with copies of each of its Cash
Management Documents and any information and documentation relating to any of its Cash
Management Documents if requested by the Collateral Agent or any Receiver.






	6.4	 	Rights






	 	(a)	 	Subject to the rights of the Collateral Agent under paragraph (b) below, the
Chargor must diligently pursue its rights under each of its Cash Management Documents,
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 Chargor and irrespective
of any direction given by the Chargor) any of the Chargor’s rights under its Cash
Management Documents.






	6.5	 	Notices of assignment
	 
	 	 	The Chargor must:






	 	(a)	 	immediately serve a notice of assignment, substantially in the form of Part 1
of Schedule 3 (Forms of letter for Cash Management Documents), on each of the other
parties to each of its Cash Management Documents; and




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	 	(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 3 (Forms of
letter for Cash Management Documents) within 14 days of the date of this Deed or any
Deed of Accession by which it became party to this Deed.






	7.	 	WHEN SECURITY BECOMES ENFORCEABLE
	 
	7.1	 	Timing
	 
	 	 	This Security will become immediately enforceable if an Event of Default is continuing.
	 
	7.2	 	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 or the Administrative Agent may direct.
	 
	8.	 	ENFORCEMENT OF SECURITY
	 
	8.1	 	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.
	 
	 	(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).






	8.2	 	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.






	8.3	 	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).




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	8.4	 	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.






	8.5	 	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 the Chargor.






	 	(b)	 	The 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.






	8.6	 	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.
	 
	9.	 	ADMINISTRATOR
	 
	9.1	 	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 7.1, or if the 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 the 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 B1
of the Insolvency Act 1986 (Appointment of administrator by holder of floating
charge).




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	 	(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.






	10.	 	RECEIVER
	 
	10.1	 	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)	 	the 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.
	 
	 	(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.






	10.2	 	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.
	 
	10.3	 	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.
	 
	10.4	 	Agent of the Chargor






	 	(a)	 	A Receiver will be deemed to be the agent of the 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 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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.




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	10.5	 	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.
	 
	11.	 	POWERS OF RECEIVER
	 
	11.1	 	General






	 	(a)	 	A Receiver has all the rights, powers and discretions set out 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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.






	11.2	 	Possession
	 
	 	 	A Receiver may take immediate possession of, get in, and collect any Security Asset.
	 
	11.3	 	Carry on business
	 
	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.
	 
	11.4	 	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 the Chargor.






	11.5	 	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.
	 
	11.6	 	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.




15









 






	 	(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.






	11.7	 	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 the Chargor or relating in any way to any Security Asset.
	 
	11.8	 	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.
	 
	11.9	 	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.
	 
	11.10	 	Subsidiaries
	 
	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.
	 
	11.11	 	Delegation
	 
	 	 	A Receiver may delegate his powers in accordance with this Deed.
	 
	11.12	 	Lending
	 
	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.
	 
	11.13	 	Protection of assets
	 
	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.
	 
	11.14	 	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 the Chargor for any of the above purposes.




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	12.	 	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 but subject always to the terms of the Intercreditor
Agreement.
	 
	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party






	13.	 	TAXES, EXPENSES AND INDEMNITY






	 	(a)	 	The 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, 2.12, 2.15,
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 19.2 (Interest).
	 
	 	(c)	 	The Chargor 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 Security or any judgment given in connection with them, is or at any time
may be subject.






	14.	 	DELEGATION
	 
	14.1	 	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.
	 
	14.2	 	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.
	 
	14.3	 	Liability
	 
	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.
	 
	15.	 	FURTHER ASSURANCES
	 
	 	 	The 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 creates a Security




17









 






	 	 	 	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
the 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.
	 
	16.	 	POWER OF ATTORNEY
	 
	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The
Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.
	 
	17.	 	PRESERVATION OF SECURITY
	 
	17.1	 	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.
	 
	17.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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 the 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.




18









 












	17.3	 	Waiver of defences
	 
	 	The obligations of the 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.






	17.4	 	Immediate recourse
	 
	 	The 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 the Chargor under this Deed.
	 
	17.5	 	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 the 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 the
Chargor or on account of the
Chargor’s liability under this Deed.






	17.6	 	Non-competition
	 
	 	Unless:




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	 	(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,






	 	 	the Chargor will not, 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 the 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.






	 	 	The 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.
	 
	17.7	 	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; and
	 
	 	(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.






	17.8	 	Delivery of documents
	 
	 	 	To the extent the 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, the Chargor’s obligations hereunder with respect to such delivery shall be
deemed satisfied by the delivery to the Term Loan Collateral Agent.
	 
	17.9	 	Security held by Chargor
	 
	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The
Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.




20









 












	18.	 	MISCELLANEOUS
	 
	18.1	 	Covenant to pay
	 
	 	 	The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the
Credit Agreement.
	 
	18.2	 	Interest
	 
	 	 	If the 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.
	 
	18.3	 	Tacking
	 
	 	 	Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).
	 
	18.4	 	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 Obligation.






	18.5	 	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 the Chargor has with any
Secured Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Obligation 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.
	 
	18.6	 	Notice of assignment
	 
	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.




21









 






	18.7	 	Perpetuity period
	 
	 	 	The perpetuity period for the trusts in this Deed is 125 years.
	 
	18.8	 	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 Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
such amount 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. In each case, the parties agree that the method
of valuation provided for in this Deed shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.






	19.	 	RELEASE
	 
	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.
	 
	20.	 	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.
	 
	21.	 	NOTICES
	 
	21.1	 	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.
	 
	21.2	 	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
21.2(b) 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.




22









 












	 	(b)	 	For the purposes of Clause 21.2(a) the address of the Chargor shall be:





Novelis Luxembourg SA

Zone Industrielle de Riedgen

L-3401 Dudelange

Luxembourg



Phone: +352 51 86 64 -1

Fax: + 352 51 86 64 210



Attention: Plant Manager



with a copy to:



Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH

Switzerland

Attention: Legal Department



Phone: +41 44 386 2150

Fax: +41 44 386 2309




	21.3	 	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 Agent’s communication details
(or any substitute department or officer as the Collateral Agent shall specify for
this purpose).






	21.4	 	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 21.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.
	 
	21.5	 	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




23









 






	 	(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.






	22.	 	GOVERNING LAW
	 
	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.
	 
	23.	 	ENFORCEMENT
	 
	23.1	 	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 Deed, 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. The 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.






	23.2	 	Service of process






	 	(a)	 	The Chargor appoints Novelis Europe as its agent under this Deed for service
of process in any proceedings before the English courts in connection with this Deed
and will procure that Novelis Europe accepts such appointment
	 
	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.
	 
	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.




24









 






	 	(d)	 	This Subclause does not affect any other method of service allowed by law.






	23.3	 	Waiver of immunity






	 	(a)	 	The 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.






	23.4	 	Waiver of trial by jury
	 
	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.





This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.






25









 








SCHEDULE 1




SECURITY ASSETS




PART 1 — SECURITY ACCOUNTS




	 	 	 	 	 	 	 
	Account Bank	 	Security Account number(s)	 	Security Account name
	DB London

	 	 	 	 	Novelis Luxembourg SA (GBP)
	DB London

	 	 	 	 	Novelis Luxembourg SA (USD)






PART 2 — CASH MANAGEMENT DOCUMENTS






26









 








FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK




To: [Account Bank]




Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent




[Date]




Dear Sirs,




Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ]
and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)




This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and
	 
	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.





[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]




Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;
	 





		(b)	 	(i)	comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash
Proceeds Account) received by you from the Revolving Credit Collateral Agent; and




27









 






	 	(ii)	 	comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;






	 	(c)	 	(i)	hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and
	 





	 	(ii)	 	hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;
	 





	 	(d)	 	(i)	pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and
	 





	 	(ii)	 	pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.





Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.




28









 








The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.




The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.




This letter is governed by English law.




Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]




29









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK




To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent




Copy: [Novelis Europe Holdings Limited]




[Date]




Dear Sirs,




Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ]
and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)




We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us from the Revolving
Credit Collateral Agent advising us that the Revolving




30









 






	 	 	 	Credit Release Date (as defined in the Revolving Credit Security Agreement) has
occurred, the Term Loan Collateral Agent;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






	 	 	in each case, in accordance with the terms of, and the instructions provided under, the
Notice.





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]




31









 








PART 3




LETTER FOR OPERATION OF SECURITY ACCOUNTS ‘




To: [Account Bank]




[DATE]




Dear Sirs,




Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)




We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;
	 
	2.	 	the notice (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.





The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.




32









 








Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.




Yours faithfully,




 


(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral Agent




Yours faithfully,




 


(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral Agent




Receipt acknowledged




 


(Authorised signatory) [Account Bank]




[Date]




33









 








SCHEDULE 3




FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS




PART 1



NOTICE TO COUNTERPARTY



To: [Counterparty]




Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent




[Date]




Dear Sirs,




Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)




This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America N.A. as agent and trustee for the Term Loan Secured Parties referred
to in the Term Loan Security Agreement (the Term Loan Collateral Agent) as first priority
assignee all of its rights in respect of [insert details of Cash Management Document(s)] (the
Cash Management Document[s]); and
	 
	2.	 	SECOND subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A as agent and trustee for the Secured
Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all of its rights in respect of the Cash
Management Document[s].





We confirm that:





	(a)	 	the Chargor will remain liable under [the] [each] Cash Management Document to perform all the
obligations assumed by it under [the] [that] Cash Management Document;
	 
	(b)	 	none of the Term Loan 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] Cash
Management Document; and
	 
	(c)	 	none of the Revolving Credit 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] Cash Management Document.





The Chargor will also remain entitled to exercise all of its rights under [the] [each] Cash
Management Document and you should continue to give notice under [the] [each] Cash Management
Document to the Chargor, unless and until you receive notice from the Term Loan
Collateral Agent or, following notice from the Term Loan Collateral Agent advising you that the





34









 








Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent to the contrary. In this event, all of its rights will be exercisable by,
and notices must be given to, the Term Loan Collateral Agent or as it directs or, following notice
from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the
Term Loan Security Agreement) has occurred, the Revolving Credit 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 Cash Management Document[s] without the prior consent of the Term Loan Collateral
Agent and the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral
Agent advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent.




The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.




Please send to the Term Loan Collateral Agent at [•] and the Revolving Credit 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.




The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.




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,




 


(Authorised signatory)




For [Chargor]




35









 








PART 2




ACKNOWLEDGEMENT OF COUNTERPARTY



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent




Copy: [Chargor]




[Date]




Dear Sirs,




Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [       ] between [       ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)




We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an
assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in
respect of [insert details of the Cash Management Document(s)] (the Cash Management Document[s])
and (2) SECOND subject to notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, an assignment on the
terms of the Revolving Credit Security Agreement of all of the Chargor’s rights in respect of the
Cash Management Document[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 Cash Management
Document[s];
	 
	3.	 	undertake to disclose to the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to [the][those] Cash Management Document[s] which the Term Loan
Collateral Agent or the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent may at any time
request;
	 
	4.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of [the] [any of those] Cash Management
Document[s] and to allow the Term Loan Collateral Agent or any of the other Term Loan Secured
Parties (as defined in the Term Loan Security Agreement) or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent or any of the other
Secured Parties (as defined in the Revolving Credit Security Agreement to remedy that breach;
and




36









 






	5.	 	undertake not to amend or waive any term of or terminate [the] [any of those] Cash Management
Document[s] on request by the Chargor without the prior written consent of the Term Loan
Collateral Agent and the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent.





This letter is governed by English law.




Yours faithfully,




 






(Authorised signatory)




[Counterparty]




37









 








SIGNATORIES




Executed as a deed by the Chargor




acting by its duly appointed attorney




NOVELIS LUXEMBOURG S.A.




	 	 	 	 	 	 	 

	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






38









 






SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:




	 	 	 

	 
 


	 	 
	 
	Peter M. Walther, Senior Vice President
	 	 







39











 





EXECUTION COPY




Dated __ December 2010




Between



NOVELIS PAE S.A.S.


as Chargor



and



BANK OF AMERICA, N.A.


as Collateral Agent



 





SECURITY AGREEMENT



 




NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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




Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London E14 5DS



 









 




BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




2









 








CONTENTS




	 	 	 
	Clause	 	Page
	1. INTERPRETATION
	 	1
	2. CREATION OF SECURITY
	 	5
	3. REPRESENTATIONS — GENERAL
	 	7
	4. RESTRICTIONS ON DEALINGS
	 	8
	5. ACCOUNTS
	 	8
	6. CASH MANAGEMENT DOCUMENTS
	 	10
	7. WHEN SECURITY BECOMES ENFORCEABLE
	 	12
	8. ENFORCEMENT OF SECURITY
	 	12
	9. ADMINISTRATOR
	 	14
	10. RECEIVER
	 	14
	11. POWERS OF RECEIVER
	 	15
	12. APPLICATION OF PROCEEDS
	 	17
	13. TAXES, EXPENSES AND INDEMNITY
	 	17
	14. DELEGATION
	 	18
	15. FURTHER ASSURANCES
	 	18
	16. POWER OF ATTORNEY
	 	18
	17. PRESERVATION OF SECURITY
	 	19
	18. MISCELLANEOUS
	 	21
	19. RELEASE
	 	22
	20. COUNTERPARTS
	 	23
	21. NOTICES
	 	23
	22. GOVERNING LAW
	 	24
	23. ENFORCEMENT
	 	24
	SCHEDULE 1 Security Assets
	 	26
	PART 1 Security Accounts
	 	26
	PART 2 Cash Management Documents
	 	26
	SCHEDULE 2 Forms of Letter for Security Accounts
	 	27
	PART 1 Notice to Account Bank
	 	27
	PART 2 Acknowledgement of Account Bank
	 	30
	PART 3 Letter for Operation of Security Accounts
	 	32
	SCHEDULE 3 Forms of Letter for Cash Management Documents
	 	34
	PART 1 Notice to Counterparty
	 	34
	PART 2 Acknowledgement of Counterparty
	 	36






iii









 





THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS PAE a French Société par actions simplifiée with a share capital of EUR 4,040,000
Registered office: 725 rue Aristide Bergès — 38340 VOREPPE, France, Registered with the Trade
and Companies Registry of Grenoble under number 421 528 555 (the Chargor); and






	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.






	(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 (including its Recitals):
	 
	 	 	Account Bank means a bank with whom a Security Account is maintained.
	 
	 	 	Act means the Law of Property Act 1925.
	 
	 	 	Cash Management Document means any agreement specified in Part 2 of Schedule 1 (Security
Assets) and any other agreement between two or more members of the Group to which the
Chargor is a party that provides for any cash pooling, set-off or netting arrangement,
including the European Cash Pooling Arrangements.
	 
	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
	 
	 	 	Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.
	 
	 	 	Novelis Europe means Novelis Europe Holdings Limited a company registered in England and
Wales with registered number 05308334 and with its registered office at Latchford Locks
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN United Kingdom.
	 
	 	 	Party means a party to this Deed.
	 
	 	 	Realisation Notice means the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.




1









 






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.
	 
	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.
	 
	 	 	Security Account means in relation to the Chargor:






	 	(a)	 	any account specified in Part 1 of Schedule 1 (Security Assets);






	 	(b)	 	any other account which it purports to charge under this Deed; and






	 	(c)	 	in each case, any replacement account or sub-division or sub-account of any
such account.






	 	 	Security Assets means any and all assets of the Chargor that are the subject of this
Security.
	 
	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Chargor.
	 
	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.
	 
	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.
	 
	 	 	Territory means England and Wales.
	 
	1.2	 	Construction
	 
	 	 	In this Deed:






	 	(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);






	 	(c)	 	an amendment includes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amend and amended
shall be construed accordingly;




2









 












	 	(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 Administrative 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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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;






	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified from time to time;




3









 












	 	(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)	 	Any covenant of the 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.






	 	(o)	 	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.






	 	(p)	 	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.






	 	(q)	 	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.






	 	(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	 	Conflict with the provisions of this Deed
	 
	 	 	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





4









 





	 	 	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. EXCEPT AS PROVIDED FOR IN THIS
PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING
ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.
	 
	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.






	2.  	 	CREATION OF SECURITY






	2.1	 	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 the 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 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)	 	The 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 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.




5









 












	 	(d)	 	The fact that no or incomplete details of any Security Asset are inserted in
Schedule 1 (Security Assets) does not affect the validity or enforceability of this
Security.






	2.2	 	Credit balances






	 	 	The 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 established in the Territory,
including each of its Security Accounts, and the debt represented by that account, other
than any account the subject of a Security Interest in favour of any other person in
accordance with the terms set out in section 6.02(y) of the Credit Agreement.






	2.3	 	Book debts etc.






	 	 	The Chargor charges by way of a fixed charge:






	 	(a)	 	all of its book and other debts that are payable in the Territory;






	 	(b)	 	all other moneys due and owing to it that are payable in the Territory; and






	 	(c)	 	the benefit of all rights, securities and guarantees of any nature enjoyed or
held by it in relation to any item under paragraphs (a) or (b) above.






	2.4	 	Cash Management Documents






	 	(a)	 	The Chargor assigns absolutely, subject to a proviso for re-assignment on
redemption, all of its rights in respect of its Cash Management Documents.






	 	(b)	 	Without prejudice to the obligations of the Chargor under Clause 2.1(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 the 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 paragraphs (a) or (b) above, the Chargor
charges by way of fixed charge all of its rights under the Cash Management Documents.






	2.5	 	Floating charge






	 	(a)	 	The Chargor charges by way of a floating charge all of those assets purported
to be charged under Clauses 2.2 to 2.4 that are not effectively charged by way of
fixed charge under this Deed.






	 	(b)	 	Except as provided below, the Collateral Agent may by notice to the Chargor
convert the floating charge created by the Chargor under this Deed into a fixed charge
as regards any of the 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




6









 












	 	(iii)	 	the 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 4 (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 the Chargor’s assets that are subject to the floating
charge:






	 	(i)	 	if an administrator is appointed or the Collateral Agent
receives notice of an intention to appoint an administrator; or






	 	(ii)	 	on the convening of any meeting of the members of the
Chargor to consider a resolution to wind the Chargor up (or not to wind the
Chargor up); or






	 	(iii)	 	upon the occurrence of any analogous event in any
jurisdiction.






	 	(e)	 	The floating charge created under this Deed is a qualifying floating charge
for the purpose of paragraph 14 of Schedule Bl 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 the 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 Chargor, be reconverted into a floating charge in relation to
the Security Assets specified in such notice.






	3.   	 	REPRESENTATIONS — GENERAL






	3.1	 	Nature of security






	 	 	The Chargor represents and warrants to each Secured Party that:






	 	(a)	 	this Deed creates those Security Interests it purports to create and is not
liable to be avoided or otherwise set aside on its liquidation or administration or
otherwise; and






	 	(b)	 	this Deed is its legal, valid and binding obligation and is enforceable
against it in accordance with its terms;




7









 












	 	(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 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);






	 	(d)	 	all actions and consents, including all filings, notices, registrations and
recordings necessary for the exercise by the Collateral Agent of the 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; and






	 	(e)	 	Schedule 1 (Security Assets) properly identifies all bank accounts held by
the Chargor in the Territory at the date of this Deed.






	3.2	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.






	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.






	4.   	 	RESTRICTIONS ON DEALINGS
	 
	    	 	The Chargor may not:






	 	(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.






	5.   	 	ACCOUNTS






	5.1	 	Accounts






	 	 	   All Security Accounts must be maintained at a branch of the Account Bank approved by the
Collateral Agent.






	5.2	 	Change of Account Bank






	 	(a)	 	Any Account Bank may be changed to another bank in the Territory and
additional banks in the Territory may be appointed as Account Banks if the Chargor and
the Collateral Agent so agree.




8









 












	 	(b)	 	Without prejudice to Clause 5.2(a), the Chargor may only open an account with
a new Account Bank after the proposed new Account Bank agrees with the Collateral
Agent and the Chargor, 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 the Chargor and the Collateral
Agent hereby irrevocably give all authorisations and instructions necessary for any
such transfer to be made.






	 	(d)	 	The 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 this Clause 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 the Chargor should fail to do so.






	 	(e)	 	The Chargor shall not, 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 unless permitted under
the Credit Agreement.






	 	(f)	 	The Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by the Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).






	5.3	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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 other than in accordance with any Cash Management Document.






	 	(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
5.5 or as otherwise permitted by the Credit Agreement.






	5.4	 	Book debts and receipts






	 	(a)	 	The Chargor must promptly get in and realise its:




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	 	(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 pay them into a bank account in
accordance with Section 9.01 of the Credit Agreement (a “Relevant Account”) and,
prior to payment into a Relevant Account, hold the proceeds of the getting in and
realisation subject to, and in accordance with, the terms of the Intercreditor
Agreement, on trust for the Collateral Agent; and






	 	(b)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
without prejudice to paragraph (a) above, the Chargor must, except to the extent that
the Collateral Agent otherwise agrees, pay all the proceeds of the getting in and
realisation referred to under Clause 5.4(a) that are not paid into a Relevant Account,
into a Security Account as soon as practicable on receipt.






	5.5	 	Notices of charge






	 	(a)	 	The 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) within 14 days of the date
of this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).






	 	(c)	 	The Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and






	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.






	6.   	 	CASH MANAGEMENT DOCUMENTS






	6.1	 	Representations
	 
	 	 	The Chargor represents and warrants to each Secured Party that:




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	 	(a)	 	each of its Cash Management Documents is its legally binding, valid, and
enforceable obligation;
	 
	 	(b)	 	it is not in default in any material respect of any of its obligations under
any of its Cash Management Documents;
	 
	 	(c)	 	(save as otherwise agreed with the Collateral Agent) there is no prohibition
on assignment in any of its Cash Management Documents; and
	 
	 	(d)	 	its entry into and performance of this Deed will not conflict with any term
of any of its Cash Management Documents.






	6.2	 	Preservation
	 
	 	 	The Chargor may not, without the prior consent of the Collateral Agent or unless permitted by
the Credit Agreement:






	 	(a)	 	amend or waive any term of, or terminate, any of its Cash Management
Documents; or






	 	(b)	 	take any action which might jeopardise the existence or enforceability of any
of its Cash Management Documents.






	6.3	 	Other undertaking
	 
	 	 	The Chargor must:






	 	(a)	 	duly and promptly perform its obligations in all material respects under each
of its Cash Management Documents; and






	 	(b)	 	supply the Collateral Agent and any Receiver with copies of each of its Cash
Management Documents and any information and documentation relating to any of its Cash
Management Documents if requested by the Collateral Agent or any Receiver.






	6.4	 	Rights







 




			
	(a)	 	Subject to the rights of the Collateral Agent under paragraph (b) below, the
Chargor must diligently pursue its rights under each of its Cash Management Documents,
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 Chargor and irrespective
of any direction given by the Chargor) any of the Chargor’s rights under its Cash
Management Documents.






	6.5	 	Notices of assignment
	 
	 	 	The Chargor must:






	 	(a)	 	immediately serve a notice of assignment, substantially in the form of Part 1
of Schedule 3 (Forms of letter for Cash Management Documents), on each of the other
parties to each of its Cash Management Documents; and




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	 	(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 3 (Forms of
letter for Cash Management Documents) within 14 days of the date of this Deed or any
Deed of Accession by which it became party to this Deed.






	7.   	 	WHEN SECURITY BECOMES ENFORCEABLE






	7.1	 	Timing
	 
	 	 	This Security will become immediately enforceable if an Event of Default is continuing.






	7.2	 	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 or the Administrative Agent may direct.






	8.   	 	ENFORCEMENT OF SECURITY






	8.1	 	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.






	 	(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).






	8.2	 	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.






	8.3	 	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).




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	8.4	 	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.






	8.5	 	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 the Chargor.






	 	(b)	 	The 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.






	8.6	 	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.






	8.7	 	Limitation






	 	(a)	 	The obligations and liabilities of the Chargor under this Deed shall not
include any obligation or liability which if incurred would constitute the provision
of financial assistance within the meaning of article L.225-216 of the French Code de
commerce and/or would constitute a misuse of corporate assets within the meaning of
article L.241-3 or L.242-6 of the French Code de commerce or any other laws or
regulations having the same effect, as interpreted by French courts.






	 	(b)	 	The obligations and liabilities of the Chargor under this Deed for the
obligations of any Loan Party which is not a Subsidiary of the Chargor shall be
limited at any time to an amount equal to the aggregate of all amounts borrowed under
the Credit Agreement by a Borrower to the extent directly or indirectly on-lent to the
Chargor under inter-company loan agreements or otherwise provided to the Chargor
and/or its subsidiaries and outstanding at the date a payment is to be made by the
Chargor under Article VII (Guarantee) of the Credit Agreement, it being specified that
any monies received or recovered by the Collateral Agent or




13









 












	 	 	 	any Receiver pursuant to this Deed shall reduce pro tanto the outstanding amount
of the inter-company loans due by the Chargor under the inter-company loan
arrangements referred to above or otherwise provided to the Chargor and/or its
subsidiaries.






	9.   	 	ADMINISTRATOR






	9.1	 	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 7.1, or if the 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 the 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 B1
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.






	10.	 	RECEIVER






	10.1	 	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)	 	the 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.






	 	(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.




14









 












	10.2	 	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.






	10.3	 	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.






	10.4	 	Agent of the Chargor






	 	   (a)	 	A Receiver will be deemed to be the agent of the 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 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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.






	10.5	 	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.






	11.	 	POWERS OF RECEIVER






	11.1	 	General






	 	   (a)	 	A Receiver has all the rights, powers and discretions set out 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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.






	11.2	 	Possession
	 
	 	 	A Receiver may take immediate possession of, get in, and collect any Security Asset.




15









 












	11.3	 	Carry on business
	 
	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.






	11.4	 	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 the Chargor.






	11.5	 	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.






	11.6	 	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.






	11.7	 	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 the Chargor or relating in any way to any Security Asset.






	11.8	 	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.






	11.9	 	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.






	11.10	 	Subsidiaries
	 
	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.






	11.11	 	Delegation
	 
	 	 	A Receiver may delegate his powers in accordance with this Deed.




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	11.12	 	Lending
	 
	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.






	11.13	 	Protection of assets
	 
	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.






	11.14	 	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 the Chargor for any of the above purposes.






	12.	 	    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 but subject always to the terms of the Intercreditor
Agreement.






	 	   (b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party





13.      TAXES, EXPENSES AND INDEMNITY





	 	   (a)	 	The 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, 2.12, 2.15,
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 19.2 (Interest).






	 	   (c)	 	The Chargor 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 Security or any judgment given in connection with them, is or at any time
may be subject.




17









 












	14.   	 	DELEGATION






	14.1	 	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.






	14.2	 	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.






	14.3	 	Liability
	 
	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.






	15.	 	FURTHER ASSURANCES
	 
	 	 	The 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 creates a Security
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
the 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.






	16.	 	POWER OF ATTORNEY
	 
	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The




18









 






	 	 	   Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.






	17.   	 	PRESERVATION OF SECURITY






	17.1	 	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.






	17.2	 	Reinstatement






	 	   (a)	 	If any discharge (whether in respect of the obligations of the Chargor 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 the 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.






	17.3	 	Waiver of defences
	 
	 	 	The obligations of the 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.






	17.4	 	Immediate recourse
	 
	 	 	The 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





19









 





	 	 	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 the Chargor under this Deed.






	17.5	 	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 the 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 the
Chargor or on account of the Chargor’s liability under this Deed.






	17.6	 	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,
	 
	 	     the Chargor will not, 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 the 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.






	 	 	The 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.






	17.7	 	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; and




20









 












	 	(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.






	17.8	 	Delivery of documents
	 
	 	 	To the extent the 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, the Chargor’s obligations hereunder with respect to such delivery shall be
deemed satisfied by the delivery to the Term Loan Collateral Agent.






	17.9	 	Security held by Chargor
	 
	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The
Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.






	18.	 	MISCELLANEOUS






	18.1	 	Covenant to pay
	 
	 	 	The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the
Credit Agreement.






	18.2	 	Interest
	 
	 	 	If the 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.






	18.3	 	Tacking
	 
	 	 	Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).






	18.4	 	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 Obligation.




21









 












	18.5	 	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 the Chargor has with any
Secured Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and






	 	(b)	 	no Secured Obligation 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.






	18.6	 	Notice of assignment
	 
	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.






	18.7	 	Perpetuity period
	 
	 	 	The perpetuity period for the trusts in this Deed is 125 years.






	18.8	 	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 Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
such amount 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. In each case, the parties agree that the method
of valuation provided for in this Deed shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.






	19.	 	RELEASE

At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.




22









 












	20.	 	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.






	21.	 	NOTICES






	21.1	 	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.






	21.2	 	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
21.2(b) 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 21.2(a) the address of the Chargor shall be:




Novelis PAE SAS

725 rue Aristide Berges

38340 Voreppe

France

Attention: Plant Manager



with a copy to:



Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH

Switzerland

Attention: Legal Department





	21.3	 	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 Agent’s communication details
(or any substitute department or officer as the Collateral Agent shall specify for
this purpose).




23









 












	21.4	 	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 21.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.






	21.5	 	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.






	22.	 	GOVERNING LAW
	 
	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.






	23.	 	ENFORCEMENT






	23.1	 	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 Deed, 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. The 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.




24









 












	23.2	 	Service of process






	 	(a)	 	The Chargor appoints Novelis Europe as its agent under this Deed for service
of process in any proceedings before the English courts in connection with this Deed
and will procure that Novelis Europe accepts such appointment






	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.






	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.






	 	(d)	 	This Subclause does not affect any other method of service allowed by law.






	23.3	 	Waiver of immunity






	 	(a)	 	The 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.






	23.4	 	Waiver of trial by jury
	 
	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.





25









 








SCHEDULE 1




SECURITY ASSETS




PART 1 — SECURITY ACCOUNTS




	 	 	 	 	 	 	 
	Account Bank	 	Security Account number(s)	 	Security Account name
	DB London

	 	20284400	 	 	Novelis PAE SAS (GBP)
	 
	 	 	 	 	 	 
	DB London

	 	20284401	 	 	Novelis PAE SAS (USD)






PART 2 — CASH MANAGEMENT DOCUMENTS






26









 








FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK




To:       [Account Bank]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,




Security agreement dated [     ] between [     ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ]
and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and






	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.




[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]



Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;






	 	 (b)  (i)	 	comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by you from the Revolving Credit Collateral Agent; and




27









 












	 	 	  (ii) 	 comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;






	 	(c)  	(i)  	hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and






(ii)  hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;



(d)  (i)  pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance   with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and




	 	(ii)	 	pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;






	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;






	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;






	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.




28









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by English law.



Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]








29









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK



To:      Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,




Security agreement dated [     ] between [     ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ]
and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;






	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us from the Revolving
Credit Collateral Agent advising us that the Revolving




30









 












	 	 	 	Credit Release Date (as defined in the Revolving Credit Security Agreement) has
occurred, the Term Loan Collateral Agent;






	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;






	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;






	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






	 	 	in each case, in accordance with the terms of, and the instructions provided under, the
Notice.




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]

 	 	 
	 	 	 
	 	 	 
	 	 	 



31









 






	 	 	 	 	 



PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS‘



To:      [Account Bank]



[DATE]



Dear Sirs,




Security agreement dated [     ] between [     ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;






	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.







32









 







Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.



Yours faithfully,








	 	 	 	 	 
	(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral Agent
 	 	 


Yours faithfully, 








	 	 	 	 	 
	(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral
Agent
 	 	 


Receipt acknowledged








	 	 	 	 	 
	(Authorised signatory) [Account Bank]
 	 	 


[Date]







33









 








SCHEDULE 3




FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS



PART 1



NOTICE TO COUNTERPARTY


To:      [Counterparty]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,




Security agreement dated [     ] between [     ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America N.A. as agent and trustee for the Term Loan Secured Parties referred
to in the Term Loan Security Agreement (the Term Loan Collateral Agent) as first priority
assignee all of its rights in respect of [insert details of Cash Management Document(s)] (the
Cash Management Document[s]); and






	2.	 	SECOND subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A as agent and trustee for the Secured
Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all of its rights in respect of the Cash
Management Document[s].




We confirm that:





	(a)	 	the Chargor will remain liable under [the] [each] Cash Management Document to perform all the
obligations assumed by it under [the] [that] Cash Management Document;






	(b)	 	none of the Term Loan 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] Cash
Management Document; and






	(c)	 	none of the Revolving Credit 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] Cash Management Document.




The Chargor will also remain entitled to exercise all of its rights under [the] [each] Cash
Management Document and you should continue to give notice under [the] [each] Cash Management
Document to the Chargor, unless and until you receive notice from the Term Loan
Collateral Agent or, following notice from the Term Loan Collateral Agent advising you that the






34









 








Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent to the contrary. In this event, all of its rights will be exercisable by,
and notices must be given to, the Term Loan Collateral Agent or as it directs or, following notice
from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the
Term Loan Security Agreement) has occurred, the Revolving Credit 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 Cash Management Document[s] without the prior consent of the Term Loan Collateral
Agent and the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral
Agent advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please send to the Term Loan Collateral Agent at [•] and the Revolving Credit 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.



The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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,








	 	 	 	 	 
	(Authorised signatory)
 	 	 


For [Chargor]







35









 








PART 2



ACKNOWLEDGEMENT OF COUNTERPARTY


To:      Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,




Security agreement dated [     ] between [     ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an
assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in
respect of [insert details of the Cash Management Document(s)] (the Cash Management Document[s])
and (2) SECOND subject to notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, an assignment on the
terms of the Revolving Credit Security Agreement of all of the Chargor’s rights in respect of the
Cash Management Document[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 Cash Management
Document[s];






	3.	 	undertake to disclose to the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to [the][those] Cash Management Document[s] which the Term Loan
Collateral Agent or the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent may at any time
request;






	4.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of [the] [any of those] Cash Management
Document[s] and to allow the Term Loan Collateral Agent or any of the other Term Loan Secured
Parties (as defined in the Term Loan Security Agreement) or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent or any of the other
Secured Parties (as defined in the Revolving Credit Security Agreement to remedy that breach;
and




36









 












	5.	 	undertake not to amend or waive any term of or terminate [the] [any of those] Cash Management
Document[s] on request by the Chargor without the prior written consent of the Term Loan
Collateral Agent and the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent.




This letter is governed by English law.



Yours faithfully,








	 	 	 	 	 
	(Authorised signatory)
 	 	 


[Counterparty]







37









 








SIGNATORIES



	 	 	 	 	 

	Signed, Sealed and Delivered as a Deed

	 	)	 	..........................Attorney
	by duly appointed attorney

	 	)	 	 
	For and on behalf of

	 	)	 	 
	NOVELIS PAE S.A.S.

	 	)	 	 






38









 






	 

	SIGNED as a deed by

	BANK OF AMERICA, N.A.

	in its capacity as Collateral Agent

	acting by authorised signatory:

	 
Peter M. Walther, Senior Vice President 







39











 





EXECUTION COPY




Dated __ December 2010




Between



NOVELIS SWITZERLAND S.A.



as Chargor



and



BANK OF AMERICA, N.A.



as Collateral Agent



 






SECURITY AGREEMENT



 





NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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




Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London E14 5DS



 









 




BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.









2









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1. INTERPRETATION

	 	 	1	 
	2. CREATION OF SECURITY

	 	 	5	 
	3. REPRESENTATIONS — GENERAL

	 	 	7	 
	4. RESTRICTIONS ON DEALINGS

	 	 	8	 
	5. ACCOUNTS

	 	 	8	 
	6. CASH MANAGEMENT DOCUMENTS

	 	 	10	 
	7. WHEN SECURITY BECOMES ENFORCEABLE

	 	 	12	 
	8. ENFORCEMENT OF SECURITY

	 	 	12	 
	9. ADMINISTRATOR

	 	 	13	 
	10. RECEIVER

	 	 	14	 
	11. POWERS OF RECEIVER

	 	 	15	 
	12. APPLICATION OF PROCEEDS

	 	 	17	 
	13. TAXES, EXPENSES AND INDEMNITY

	 	 	17	 
	14. DELEGATION

	 	 	17	 
	15. FURTHER ASSURANCES

	 	 	18	 
	16. POWER OF ATTORNEY

	 	 	18	 
	17. PRESERVATION OF SECURITY

	 	 	18	 
	18. MISCELLANEOUS

	 	 	21	 
	19. RELEASE

	 	 	22	 
	20. COUNTERPARTS

	 	 	22	 
	21. NOTICES

	 	 	22	 
	22. GOVERNING LAW

	 	 	24	 
	23. ENFORCEMENT

	 	 	24	 
	SCHEDULE 1 Security Assets

	 	 	26	 
	PART 1 Security Accounts

	 	 	26	 
	PART 2 Cash Management Documents

	 	 	26	 
	SCHEDULE 2 Forms of Letter for Security Accounts

	 	 	27	 
	PART 1 Notice to Account Bank

	 	 	27	 
	PART 2 Acknowledgement of Account Bank

	 	 	30	 
	PART 3 Letter for Operation of Security Accounts

	 	 	32	 
	SCHEDULE 3 Forms of Letter for Cash Management Documents

	 	 	34	 
	PART 1 Notice to Counterparty

	 	 	34	 
	PART 2 Acknowledgement of Counterparty

	 	 	36	 






iii









 





THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS SWITZERLAND S.A. a limited liability company organized under the laws of Switzerland,
having its registered office at in registered office in Sierre, Switzerland under
CH-626.3.009.511-7 (a Chargor); and
	 
	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.
	 
	(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 (including its Recitals):
	 
	 	 	Account Bank means a bank with whom a Security Account is maintained.
	 
	 	 	Act means the Law of Property Act 1925.
	 
	 	 	Cash Management Document means any agreement specified in Part 2 of Schedule 1 (Security
Assets) and any other agreement between two or more members of the Group to which the
Chargor is a party that provides for any cash pooling, set-off or netting arrangement,
including the European Cash Pooling Arrangements.
	 
	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
	 
	 	 	Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.
	 
	 	 	Novelis Europe means Novelis Europe Holdings Limited a company registered in England and
Wales with registered number 05308334 and with its registered office at Latchford Locks
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN United Kingdom.
	 
	 	 	Party means a party to this Deed.
	 
	 	 	Realisation Notice means the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.




1









 






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.
	 
	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.
	 
	 	 	Security Account means in relation to the Chargor:






	 	(a)	 	any account specified in Part 1 of Schedule 1 (Security Assets);
	 
	 	(b)	 	any other account which it purports to charge under this Deed; and
	 
	 	(c)	 	in each case, any replacement account or sub-division or sub-account of any
such account.






Security Assets means any and all assets of the Chargor that are the subject of this
Security.




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
Revolving Credit Release 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 Administrative Agent
and the Chargor.




Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.




Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.




Territory means England and Wales.




	1.2	 	Construction






In this Deed:




	 	(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);
	 
	 	(c)	 	an amendment includes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amend and amended
shall be construed accordingly;




2









 






	 	(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 Administrative 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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified from time to time;




3









 






	 	(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)	 	Any covenant of the 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.
	 
	 	(o)	 	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.
	 
	 	(p)	 	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.
	 
	 	(q)	 	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.
	 
	 	(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 Conflict with the provisions of this Deed





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



4









 







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. EXCEPT AS PROVIDED FOR IN THIS
PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING
ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.




WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.



2. CREATION OF SECURITY




2.1 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 the 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 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)	 	The 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 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.




5









 






	 	(d)	 	The fact that no or incomplete details of any Security Asset are inserted in
Schedule 1 (Security Assets) does not affect the validity or enforceability of this
Security.





2.2 Credit balances





The 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 established in the Territory,
including each of its Security Accounts, and the debt represented by that account, other
than any account the subject of a Security Interest in favour of any other person in
accordance with the terms set out in section 6.02(y) of the Credit Agreement.



2.3 Book debts etc.





The Chargor charges by way of a fixed charge:




	 	(a)	 	all of its book and other debts that are payable in the Territory;
	 
	 	(b)	 	all other moneys due and owing to it that are payable in the Territory; and
	 
	 	(c)	 	the benefit of all rights, securities and guarantees of any nature enjoyed or
held by it in relation to any item under paragraphs (a) or (b) above.





2.4 Cash Management Documents





	 	(a)	 	The Chargor assigns absolutely, subject to a proviso for re-assignment on
redemption, all of its rights in respect of its Cash Management Documents.
	 
	 	(b)	 	Without prejudice to the obligations of the Chargor under Clause 2.1(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 the 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 paragraphs (a) or (b) above, the Chargor
charges by way of fixed charge all of its rights under the Cash Management Documents.





2.5 Floating charge





	 	(a)	 	The Chargor charges by way of a floating charge all of those assets purported
to be charged under Clauses 2.2 to 2.4 that are not effectively charged by way of
fixed charge under this Deed.
	 
	 	(b)	 	Except as provided below, the Collateral Agent may by notice to the Chargor
convert the floating charge created by the Chargor under this Deed into a fixed charge
as regards any of the 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




6









 






	 	(iii)	 	 the 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 4 (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 the Chargor’s assets that are subject to the floating
charge:






	 	(i)	 	if an administrator is appointed or the Collateral Agent
receives notice of an intention to appoint an administrator; or
	 
	 	(ii)	 	on the convening of any meeting of the members of the
Chargor to consider a resolution to wind the Chargor up (or not to wind the
Chargor up); or
	 
	 	(iii)	 	upon the occurrence of any analogous event in any
jurisdiction.






	 	(e)	 	The floating charge created under this Deed is a qualifying floating charge
for the purpose of paragraph 14 of Schedule Bl 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 the 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 Chargor, be reconverted into a floating charge in relation to
the Security Assets specified in such notice.





3. REPRESENTATIONS — GENERAL




3.1 Nature of security





The Chargor represents and warrants to each Secured Party that:




	 	(a)	 	this Deed creates those Security Interests it purports to create and is not
liable to be avoided or otherwise set aside on its liquidation or administration or
otherwise; and
	 
	 	(b)	 	this Deed is its legal, valid and binding obligation and is enforceable
against it in accordance with its terms;




7









 












	 	(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 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);






	 	(d)	 	all actions and consents, including all filings, notices, registrations and
recordings necessary for the exercise by the Collateral Agent of the 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; and
	 
	 	(e)	 	Schedule 1 (Security Assets) properly identifies all bank accounts held by
the Chargor in the Territory at the date of this Deed.





3.2 Times for making representations and warranties





	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.





4. RESTRICTIONS ON DEALINGS





The Chargor may not:




	 	(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.



5. ACCOUNTS




5.1 Accounts





All Security Accounts must be maintained at a branch of the Account Bank approved by the
Collateral Agent.



5.2 Change of Account Bank





	 	(a)	 	Any Account Bank may be changed to another bank in the Territory and
additional banks in the Territory may be appointed as Account Banks if the Chargor and
the Collateral Agent so agree.




8









 






	 	(b)	 	Without prejudice to Clause 5.2(a), the Chargor may only open an account with
a new Account Bank after the proposed new Account Bank agrees with the Collateral
Agent and the Chargor, 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 the Chargor and the Collateral
Agent hereby irrevocably give all authorisations and instructions necessary for any
such transfer to be made.
	 
	 	(d)	 	The 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 this Clause 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 the Chargor should fail to do so.






	 	(e)	 	The Chargor shall not, 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 unless permitted under
the Credit Agreement.
	 
	 	(f)	 	The Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by the Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).





5.3 Withdrawals





	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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 other than in accordance with any Cash Management Document.
	 
	 	(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
5.5 or as otherwise permitted by the Credit Agreement.





5.4 Book debts and receipts





	 	(a)	 	The Chargor must promptly get in and realise its:




9









 












	 	(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 pay them into a bank account in
accordance with Section 9.01 of the Credit Agreement (a “Relevant Account”) and,
prior to payment into a Relevant Account, hold the proceeds of the getting in and
realisation subject to, and in accordance with, the terms of the Intercreditor
Agreement, on trust for the Collateral Agent; and




	 	(b)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
without prejudice to paragraph (a) above, the Chargor must, except to the extent that
the Collateral Agent otherwise agrees, pay all the proceeds of the getting in and
realisation referred to under Clause 5.4(a) that are not paid into a Relevant Account,
into a Security Account as soon as practicable on receipt.





5.5 Notices of charge





	 	(a)	 	The 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) within 14 days of the date
of this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).
	 
	 	(c)	 	The Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.





6. CASH MANAGEMENT DOCUMENTS




6.1 Representations





The Chargor represents and warrants to each Secured Party that:




	 	(a)	 	each of its Cash Management Documents is its legally binding, valid, and
enforceable obligation;




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	 	(b)	 	it is not in default in any material respect of any of its obligations under
any of its Cash Management Documents;
	 
	 	(c)	 	(save as otherwise agreed with the Collateral Agent) there is no prohibition
on assignment in any of its Cash Management Documents; and
	 
	 	(d)	 	its entry into and performance of this Deed will not conflict with any term
of any of its Cash Management Documents.





6.2 Preservation





The Chargor may not, without the prior consent of the Collateral Agent or unless permitted by
the Credit Agreement:




	 	(a)	 	amend or waive any term of, or terminate, any of its Cash Management
Documents; or
	 
	 	(b)	 	take any action which might jeopardise the existence or enforceability of any
of its Cash Management Documents.





6.3 Other undertaking





The Chargor must:




	 	(a)	 	duly and promptly perform its obligations in all material respects under each
of its Cash Management Documents; and
	 
	 	(b)	 	supply the Collateral Agent and any Receiver with copies of each of its Cash
Management Documents and any information and documentation relating to any of its Cash
Management Documents if requested by the Collateral Agent or any Receiver.





6.4 Rights





	 	(a)	 	Subject to the rights of the Collateral Agent under paragraph (b) below, the
Chargor must diligently pursue its rights under each of its Cash Management Documents,
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 Chargor and irrespective
of any direction given by the Chargor) any of the Chargor’s rights under its Cash
Management Documents.





6.5 Notices of assignment





The Chargor must:




	 	(a)	 	immediately serve a notice of assignment, substantially in the form of Part 1
of Schedule 3 (Forms of letter for Cash Management Documents), on each of the other
parties to each of its Cash Management 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 3




11









 






	 	 	 	(Forms of letter for Cash Management Documents) within 14 days of the date of this
Deed or any Deed of Accession by which it became party to this Deed.





7. WHEN SECURITY BECOMES ENFORCEABLE




7.1 Timing





This Security will become immediately enforceable if an Event of Default is continuing.



7.2 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 or the Administrative Agent may direct.



8. ENFORCEMENT OF SECURITY




8.1 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.
	 
	 	(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).





8.2 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.





8.3 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).



8.4 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:



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	 	(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.





8.5 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 the Chargor.






	 	(b)	 	The 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.





8.6 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.



8.7 Limitation





If and to the extent (i) the obligations of the Chargor under this Deed are for the
exclusive benefit of the affiliates of the Chargor (except for the (direct or indirect)
subsidiaries of the Chargor) 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 of the Credit
Agreement shall apply to any enforcement of the security interest created hereunder and the
proceeds of such enforcement.



9. ADMINISTRATOR




9.1 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 7.1, or if the 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 the 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




13









 






	 	 	 	application) or by filing specified documents with the court under paragraphs 14 -
21 of Schedule B1 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.





10. RECEIVER




10.1 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)	 	the 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.
	 
	 	(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.





10.2 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.



10.3 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.



10.4 Agent of the Chargor





	 	(a)	 	A Receiver will be deemed to be the agent of the 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 Chargor is solely responsible for




14









 






	 	 	 	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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.





10.5 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.



11. POWERS OF RECEIVER




11.1 General





	 	(a)	 	A Receiver has all the rights, powers and discretions set out 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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.





11.2 Possession





A Receiver may take immediate possession of, get in, and collect any Security Asset.



11.3 Carry on business





A Receiver may carry on any business of the Chargor in any manner he thinks fit.



11.4 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 the Chargor.





11.5 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.



15









 





11.6 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.





11.7 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 the Chargor or relating in any way to any Security Asset.



11.8 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.



11.9 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.



11.10 Subsidiaries





A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.



11.11 Delegation





A Receiver may delegate his powers in accordance with this Deed.



11.12 Lending





A Receiver may lend money or advance credit to any customer of the Chargor.



11.13 Protection of assets





A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.



11.14 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;




16









 






	 	(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 the Chargor for any of the above purposes.





12. 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 but subject always to the terms of the Intercreditor
Agreement.
	 
	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party





13. TAXES, EXPENSES AND INDEMNITY





	 	(a)	 	The 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, 2.12, 2.15,
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 19.2 (Interest).
	 
	 	(c)	 	The Chargor 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 Security or any judgment given in connection with them, is or at any time
may be subject.





14. DELEGATION




14.1 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.



14.2 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.



14.3 Liability





Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.



17









 





15. FURTHER ASSURANCES





The 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 creates a Security
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
the 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.



16. POWER OF ATTORNEY





Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The
Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.



17. PRESERVATION OF SECURITY




17.1 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.



17.2 Reinstatement





	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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




18









 






	 	 	 	otherwise without limitation, the liability of the 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.





17.3 Waiver of defences





The obligations of the 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.





17.4 Immediate recourse





The 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 the Chargor under this Deed.



17.5 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 the 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




19









 






	 	(c)	 	hold in an interest-bearing suspense account any moneys received from the
Chargor or on account of the Chargor‘s liability under this Deed.





17.6 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,






the Chargor will not, 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 the 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.






The 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.



17.7 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; and
	 
	 	(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.





17.8 Delivery of documents





To the extent the 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, the Chargor’s obligations hereunder with respect to such delivery shall be
deemed satisfied by the delivery to the Term Loan Collateral Agent.



17.9 Security held by Chargor





The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed.



20









 






The Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.



18. MISCELLANEOUS




18.1 Covenant to pay





The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the
Credit Agreement.



18.2 Interest





If the 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.



18.3 Tacking





Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).



18.4 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 Obligation.





18.5 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 the Chargor has with any
Secured Party within the Security Period when:




	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Obligation 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.



18.6 Notice of assignment





This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.



21









 





18.7 Perpetuity period





The perpetuity period for the trusts in this Deed is 125 years.



18.8 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 Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
such amount 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. In each case, the parties agree that the method
of valuation provided for in this Deed shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.





19. RELEASE





At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.



20. 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.



21. NOTICES




21.1 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.



21.2 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
21.2(b) 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.




22









 






	 	(b)	 	For the purposes of Clause 21.2(a) the address of the Chargor shall be:






For Novelis Switzerland SA




Novelis Switzerland SA




Route des Laminoirs 15




CH 3960 Sierre




Attention : Plant Manager




with a copy to:




Novelis AG




Sternenfeldstrasse 19




CH 8700 Küsnacht ZH




Switzerland




Attention: Legal Department



21.3 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 Agent’s communication details
(or any substitute department or officer as the Collateral Agent shall specify for
this purpose).





21.4 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 21.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.



21.5 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.




23









 











22. GOVERNING LAW





This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.



23. ENFORCEMENT




23.1 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 Deed, 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. The 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.





23.2 Service of process





	 	(a)	 	The Chargor appoints Novelis Europe as its agent under this Deed for service
of process in any proceedings before the English courts in connection with this Deed
and will procure that Novelis Europe accepts such appointment
	 
	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.
	 
	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.
	 
	 	(d)	 	This Subclause does not affect any other method of service allowed by law.





23.3 Waiver of immunity





	 	(a)	 	The Chargor irrevocably and unconditionally:




24









 






	 	(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.





23.4 Waiver of trial by jury





EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.


This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.









25









 








SCHEDULE 1




SECURITY ASSETS




PART 1 — SECURITY ACCOUNTS




	 	 	 	 	 	 	 
	Account Bank	 	Security Account number(s)	 	Security Account name
	DB London

	 	 	 	 	 	Novelis Switzerland SA (GBP)
	DB London

	 	 	 	 	 	Novelis Switzerland SA (USD)






PART 2 — CASH MANAGEMENT DOCUMENTS









26









 








FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK





			
	To:	 	[Account Bank]




Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [ ] between [ ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [ ] between [
] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and
	 
	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.




[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]



Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;






	 	(b)	 	(i) comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by you from
the Revolving Credit Collateral Agent; and




27









 






	 	(ii)	 	comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;
	 





	 	(c)	 	(i) hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and





	 
	 	(ii)	 	hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;





	 
	 	(d)	 	(i) pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and






	 	(ii)	 	pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.







28









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by English law.



Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]








29









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,





	Security agreement dated [ ] between [ ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [ ] between [
] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)




We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us from the Revolving
Credit Collateral Agent advising us that the Revolving




30









 






	 	 	 	Credit Release Date (as defined in the Revolving Credit Security Agreement) has
occurred, the Term Loan Collateral Agent;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






in each case, in accordance with the terms of, and the instructions provided under, the
Notice.


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]







31









 






PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS ‘





			
	To:	 	[Account Bank]




[DATE]



Dear Sirs,





	Security agreement dated [ ] between [ ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [ ] between [ ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)




We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;
	 
	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.







32









 







Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.



Yours faithfully,





(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral Agent



Yours faithfully,





(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral
Agent



Receipt acknowledged





(Authorised signatory) [Account Bank]




[Date]







33









 








SCHEDULE 3




FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS




PART 1




NOTICE TO COUNTERPARTY





			
	To:	 	[Counterparty]




Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [ ] between [ ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [ ] between [ ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America N.A. as agent and trustee for the Term Loan Secured Parties referred
to in the Term Loan Security Agreement (the Term Loan Collateral Agent) as first priority
assignee all of its rights in respect of [insert details of Cash Management Document(s)] (the
Cash Management Document[s]); and
	 
	2.	 	SECOND subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A as agent and trustee for the Secured
Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all of its rights in respect of the Cash
Management Document[s].




We confirm that:





	(a)	 	the Chargor will remain liable under [the] [each] Cash Management Document to perform all the
obligations assumed by it under [the] [that] Cash Management Document;
	 
	(b)	 	none of the Term Loan 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] Cash
Management Document; and
	 
	(c)	 	none of the Revolving Credit 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] Cash Management Document.




The Chargor will also remain entitled to exercise all of its rights under [the] [each] Cash
Management Document and you should continue to give notice under [the] [each] Cash Management
Document to the Chargor, unless and until you receive notice from the Term Loan Collateral Agent
or, following notice from the Term Loan Collateral Agent advising you that the






34









 







Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent to the contrary. In this event, all of its rights will be exercisable by,
and notices must be given to, the Term Loan Collateral Agent or as it directs or, following notice
from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the
Term Loan Security Agreement) has occurred, the Revolving Credit 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 Cash Management Document[s] without the prior consent of the Term Loan Collateral
Agent and the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral
Agent advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please send to the Term Loan Collateral Agent at [•] and the Revolving Credit 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.



The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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,




	 

	 

	
(Authorised signatory)






For [Chargor]







35









 








PART 2




ACKNOWLEDGEMENT OF COUNTERPARTY



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,



Security agreement dated [ ] between [ ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [ ] between [ ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an
assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in
respect of [insert details of the Cash Management Document(s)] (the Cash Management Document[s])
and (2) SECOND subject to notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, an assignment on the
terms of the Revolving Credit Security Agreement of all of the Chargor’s rights in respect of the
Cash Management Document[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 Cash Management
Document[s];
	 
	3.	 	undertake to disclose to the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to [the][those] Cash Management Document[s] which the Term Loan
Collateral Agent or the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent may at any time
request;
	 
	4.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of [the] [any of those] Cash Management
Document[s] and to allow the Term Loan Collateral Agent or any of the other Term Loan Secured
Parties (as defined in the Term Loan Security Agreement) or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent or any of the other
Secured Parties (as defined in the Revolving Credit Security Agreement to remedy that breach;
and




36









 






	5.	 	undertake not to amend or waive any term of or terminate [the] [any of those] Cash Management
Document[s] on request by the Chargor without the prior written consent of the Term Loan
Collateral Agent and the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent.




This letter is governed by English law.



Yours faithfully,




	 

	

	
(Authorised signatory)






[Counterparty]









37









 








SIGNATORIES




	 	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	by duly appointed attorney

	 	 	)	 	 	 	
 	 
	 
	 	 	 	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	 	
 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS SWITZERLAND S.A.
	 	 	 	 	 	 	 	 






38









 






	 

	SIGNED as a deed by

	BANK OF AMERICA, N.A.

	in its capacity as Collateral Agent

	acting by authorised signatory:


	

Peter M. Walther, Senior Vice President








39











 





EXECUTION COPY




Dated__December 2010




Between



NOVELIS AG



as Chargor



and



BANK
OF AMERICA, N.A.

as Collateral Agent



 





SECURITY AGREEMENT



 




NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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




Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London E14 5DS



 









 




BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS DEED,
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.







2









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. INTERPRETATION
	 	 	1	 
	2. CREATION OF SECURITY
	 	 	5	 
	3. REPRESENTATIONS — GENERAL
	 	 	7	 
	4. RESTRICTIONS ON DEALINGS
	 	 	8	 
	5. ACCOUNTS
	 	 	8	 
	6. CASH MANAGEMENT DOCUMENTS
	 	 	10	 
	7. WHEN SECURITY BECOMES ENFORCEABLE
	 	 	12	 
	8. ENFORCEMENT OF SECURITY
	 	 	12	 
	9. ADMINISTRATOR
	 	 	13	 
	10. RECEIVER
	 	 	14	 
	11. POWERS OF RECEIVER
	 	 	15	 
	12. APPLICATION OF PROCEEDS
	 	 	17	 
	13. TAXES, EXPENSES AND INDEMNITY
	 	 	17	 
	14. DELEGATION
	 	 	17	 
	15. FURTHER ASSURANCES
	 	 	18	 
	16. POWER OF ATTORNEY
	 	 	18	 
	17. PRESERVATION OF SECURITY
	 	 	18	 
	18. MISCELLANEOUS
	 	 	21	 
	19. RELEASE
	 	 	22	 
	20. COUNTERPARTS
	 	 	22	 
	21. NOTICES
	 	 	22	 
	22. GOVERNING LAW
	 	 	23	 
	23. ENFORCEMENT
	 	 	24	 
	SCHEDULE 1 Security Assets
	 	 	26	 
	PART 1 Security Accounts
	 	 	26	 
	PART 2 Cash Management Documents
	 	 	26	 
	SCHEDULE 2 Forms of Letter for Security Accounts
	 	 	27	 
	PART 1 Notice to Account Bank
	 	 	27	 
	PART 2 Acknowledgement of Account Bank
	 	 	30	 
	PART 3 Letter for Operation of Security Accounts
	 	 	32	 
	SCHEDULE 3 Forms of Letter for Cash Management Documents
	 	 	34	 
	PART 1 Notice to Counterparty
	 	 	34	 
	PART 2 Acknowledgement of Counterparty
	 	 	36	 






iii



 









 




THIS DEED is dated ___December 2010




BETWEEN:





	(1)	 	NOVELIS AG a limited liability company organized under the laws of Switzerland, having its
registered office at in Küsnacht ZH, Switzerland under CH-020.3.001.551-5 (a Chargor); and
	 
	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.
	 
	(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 (including its Recitals):
	 
	 	 	Account Bank means a bank with whom a Security Account is maintained.
	 
	 	 	Act means the Law of Property Act 1925.
	 
	 	 	Cash Management Document means any agreement specified in Part 2 of Schedule 1 (Security
Assets) and any other agreement between two or more members of the Group to which the
Chargor is a party that provides for any cash pooling, set-off or netting arrangement,
including the European Cash Pooling Arrangements.
	 
	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
	 
	 	 	Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.
	 
	 	 	Novelis Europe means Novelis Europe Holdings Limited a company registered in England and
Wales with registered number 05308334 and with its registered office at Latchford Locks
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN United Kingdom.
	 
	 	 	Party means a party to this Deed.
	 
	 	 	Realisation Notice means the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.




1









 






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.
	 
	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.
	 
	 	 	Security Account means in relation to the Chargor:






	 	(a)	 	any account specified in Part 1 of Schedule 1 (Security Assets);
	 
	 	(b)	 	any other account which it purports to charge under this Deed; and
	 
	 	(c)	 	in each case, any replacement account or sub-division or sub-account of any
such account.






	 	 	Security Assets means any and all assets of the Chargor that are the subject of this
Security.
	 
	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Chargor.
	 
	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.
	 
	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.
	 
	 	 	Territory means England and Wales.






	1.2	 	Construction






	 	 	In this Deed:






	 	(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);
	 
	 	(c)	 	an amendment includes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amend and amended
shall be construed accordingly;




2









 






	 	(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 Administrative 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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified from time to time;




3









 






	 	(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)	 	Any covenant of the 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.
	 
	 	(o)	 	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.
	 
	 	(p)	 	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.
	 
	 	(q)	 	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.
	 
	 	(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	 	Conflict with the provisions of this Deed






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



4









 







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. EXCEPT AS PROVIDED FOR IN THIS
PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING
ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.




WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.




	2.	 	CREATION OF SECURITY






	2.1	 	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 the 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 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)	 	The 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 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.




5









 






	 	(d)	 	The fact that no or incomplete details of any Security Asset are inserted in
Schedule 1 (Security Assets) does not affect the validity or enforceability of this
Security.






	2.2	 	Credit balances






	 	 	The 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 established in the Territory,
including each of its Security Accounts, and the debt represented by that account, other
than any account the subject of a Security Interest in favour of any other person in
accordance with the terms set out in section 6.02(y) of the Credit Agreement.






	2.3	 	Book debts etc.






	 	 	The Chargor charges by way of a fixed charge:






	 	(a)	 	all of its book and other debts that are payable in the Territory;
	 
	 	(b)	 	all other moneys due and owing to it that are payable in the Territory; and
	 
	 	(c)	 	the benefit of all rights, securities and guarantees of any nature enjoyed or
held by it in relation to any item under paragraphs (a) or (b) above.






	2.4	 	Cash Management Documents






	 	(a)	 	The Chargor assigns absolutely, subject to a proviso for re-assignment on
redemption, all of its rights in respect of its Cash Management Documents.
	 
	 	(b)	 	Without prejudice to the obligations of the Chargor under Clause 2.1(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 the 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 paragraphs (a) or (b) above, the Chargor
charges by way of fixed charge all of its rights under the Cash Management Documents.






	2.5	 	Floating charge






	 	(a)	 	The Chargor charges by way of a floating charge all of those assets purported
to be charged under Clauses 2.2 to 2.4 that are not effectively charged by way of
fixed charge under this Deed.
	 
	 	(b)	 	Except as provided below, the Collateral Agent may by notice to the Chargor
convert the floating charge created by the Chargor under this Deed into a fixed charge
as regards any of the 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




6









 






	 	(iii)	 	 the 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 4 (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 the Chargor’s assets that are subject to the floating
charge:






	 	(i)	 	if an administrator is appointed or the Collateral Agent
receives notice of an intention to appoint an administrator; or
	 
	 	(ii)	 	on the convening of any meeting of the members of the
Chargor to consider a resolution to wind the Chargor up (or not to wind the
Chargor up); or
	 
	 	(iii)	 	upon the occurrence of any analogous event in any
jurisdiction.






	 	(e)	 	The floating charge created under this Deed is a qualifying floating charge
for the purpose of paragraph 14 of Schedule Bl 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 the 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 Chargor, be reconverted into a floating charge in relation to
the Security Assets specified in such notice.






	3.	 	REPRESENTATIONS — GENERAL
	 
	3.1	 	Nature of security






	 	 	The Chargor represents and warrants to each Secured Party that:






	 	(a)	 	this Deed creates those Security Interests it purports to create and is not
liable to be avoided or otherwise set aside on its liquidation or administration or
otherwise; and
	 
	 	(b)	 	this Deed is its legal, valid and binding obligation and is enforceable
against it in accordance with its terms;




7









 






	 	(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 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);






	 	(d)	 	all actions and consents, including all filings, notices, registrations and
recordings necessary for the exercise by the Collateral Agent of the 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; and
	 
	 	(e)	 	Schedule 1 (Security Assets) properly identifies all bank accounts held by
the Chargor in the Territory at the date of this Deed.






	3.2	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.






	4.	 	RESTRICTIONS ON DEALINGS






	 	 	The Chargor may not:






	 	(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.




	5.	 	ACCOUNTS
	 
	5.1	 	Accounts






	 	 	All Security Accounts must be maintained at a branch of the Account Bank approved by the
Collateral Agent.






	5.2	 	Change of Account Bank






	 	(a)	 	Any Account Bank may be changed to another bank in the Territory and
additional banks in the Territory may be appointed as Account Banks if the Chargor and
the Collateral Agent so agree.




8









 






	 	(b)	 	Without prejudice to Clause 5.2(a), the Chargor may only open an account with
a new Account Bank after the proposed new Account Bank agrees with the Collateral
Agent and the Chargor, 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 the Chargor and the Collateral
Agent hereby irrevocably give all authorisations and instructions necessary for any
such transfer to be made.
	 
	 	(d)	 	The 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 this Clause 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 the Chargor should fail to do so.






	 	(e)	 	The Chargor shall not, 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 unless permitted under
the Credit Agreement.
	 
	 	(f)	 	The Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by the Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).






	5.3	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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 other than in accordance with any Cash Management Document.
	 
	 	(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
5.5 or as otherwise permitted by the Credit Agreement.






	5.4	 	Book debts and receipts






	 	(a)	 	The Chargor must promptly get in and realise its:




9









 












	 	(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 pay them into a bank account in
accordance with Section 9.01 of the Credit Agreement (a “Relevant Account”) and,
prior to payment into a Relevant Account, hold the proceeds of the getting in and
realisation subject to, and in accordance with, the terms of the Intercreditor
Agreement, on trust for the Collateral Agent; and




	 	(b)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
without prejudice to paragraph (a) above, the Chargor must, except to the extent that
the Collateral Agent otherwise agrees, pay all the proceeds of the getting in and
realisation referred to under Clause 5.4(a) that are not paid into a Relevant Account,
into a Security Account as soon as practicable on receipt.





5.5 Notices of charge





	 	(a)	 	The 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) within 14 days of the date
of this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).
	 
	 	(c)	 	The Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.






	6.	 	CASH MANAGEMENT DOCUMENTS
	 
	6.1	 	Representations






The Chargor represents and warrants to each Secured Party that:




	 	(a)	 	each of its Cash Management Documents is its legally binding, valid, and
enforceable obligation;




10









 






	 	(b)	 	it is not in default in any material respect of any of its obligations under
any of its Cash Management Documents;
	 
	 	(c)	 	(save as otherwise agreed with the Collateral Agent) there is no prohibition
on assignment in any of its Cash Management Documents; and
	 
	 	(d)	 	its entry into and performance of this Deed will not conflict with any term
of any of its Cash Management Documents.





6.2 Preservation





	 	 	The Chargor may not, without the prior consent of the Collateral Agent or unless permitted by
the Credit Agreement:






	 	(a)	 	amend or waive any term of, or terminate, any of its Cash Management
Documents; or
	 
	 	(b)	 	take any action which might jeopardise the existence or enforceability of any
of its Cash Management Documents.





6.3 Other undertaking




       The Chargor must:




	 	(a)	 	duly and promptly perform its obligations in all material respects under each
of its Cash Management Documents; and
	 
	 	(b)	 	supply the Collateral Agent and any Receiver with copies of each of its Cash
Management Documents and any information and documentation relating to any of its Cash
Management Documents if requested by the Collateral Agent or any Receiver.





6.4 Rights





	 	(a)	 	Subject to the rights of the Collateral Agent under paragraph (b) below, the
Chargor must diligently pursue its rights under each of its Cash Management Documents,
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 Chargor and irrespective
of any direction given by the Chargor) any of the Chargor’s rights under its Cash
Management Documents.





6.5 Notices of assignment





	 	 	The Chargor must:






	 	(a)	 	immediately serve a notice of assignment, substantially in the form of Part 1 of
Schedule 3 (Forms of letter for Cash Management Documents), on each of the other
parties to each of its Cash Management 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 3




11









 






	 	 	 	(Forms of letter for Cash Management Documents) within 14 days of the date of this
Deed or any Deed of Accession by which it became party to this Deed.
















	7.	 	 WHEN SECURITY BECOMES ENFORCEABLE
	 
	7.1 	 	Timing
	 
	 	 	This Security will become immediately enforceable if an Event of Default is continuing.
	 
	7.2 	 	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 or the Administrative Agent may direct.
	 
	8.	 	ENFORCEMENT OF SECURITY
	 
	8.1 	 	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.
	 
	 	(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).





8.2  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.





8.3 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).





8.4 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:




12









 












	 	(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.





8.5 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 the Chargor.






	 	(b)	 	The 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.





8.6 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.





8.7 Limitation





	 	 	If and to the extent (i) the obligations of the Chargor under this Deed are for the
exclusive benefit of the affiliates of the Chargor (except for the (direct or indirect)
subsidiaries of the Chargor) 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 of the Credit
Agreement shall apply to any enforcement of the security interest created hereunder and the
proceeds of such enforcement.





9.   ADMINISTRATOR




9.1 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 7.1, or if the 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
the 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




13









 






	 	application) or
by filing specified documents with the court under paragraphs 14 — 21 of Schedule B1
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.





10. RECEIVER




10.1 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)	 	the 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.
	 
	 	(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.





10.2 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.





10.3 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.





10.4 Agent of the Chargor





	 	(a)	 	A Receiver will be deemed to be the agent of the 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 Chargor is solely responsible for 




14









 






	 	 	 	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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.





10.5 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.





11. POWERS OF RECEIVER




11.1 General





	 	(a)	 	A Receiver has all the rights, powers and discretions set out 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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.





11.2 Possession




          A Receiver may take immediate possession of, get in, and collect any Security Asset.



11.3 Carry on business




          A Receiver may carry on any business of the Chargor in any manner he thinks fit.



11.4 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 the Chargor.





11.5 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.




15









 











11.6 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.





11.7 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 the Chargor or relating in any way to any Security Asset.





11.8 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.





11.9 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.





11.10 Subsidiaries





	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.





11.11 Delegation





	 	 	A Receiver may delegate his powers in accordance with this Deed.





11.12 Lending





	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.





11.13 Protection of assets





	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.





11.14 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;




16









 






	 	(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 the Chargor for any of the above purposes.





12. 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 but subject always to the terms of the Intercreditor
Agreement.
	 
	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party





13. TAXES, EXPENSES AND INDEMNITY





	 	(a)	 	The 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, 2.12, 2.15,
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 19.2 (Interest).
	 
	 	(c)	 	The Chargor 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 Security or any judgment given in connection with them, is or at any time
may be subject.





14. DELEGATION




14.1 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.





14.2 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.





14.3 Liability





	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.




17









 











15. FURTHER ASSURANCES





	 	 	The 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 creates a Security
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
the 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.





16. POWER OF ATTORNEY





	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The
Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.





17. PRESERVATION OF SECURITY




17.1 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.





17.2 Reinstatement





	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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 




18









 






	 	 	 	otherwise without
limitation, the liability of the 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.





17.3 Waiver of defences





	 	 	The obligations of the 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.





17.4 Immediate recourse





The 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 the Chargor under this Deed.



17.5 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 the 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




19









 






	 	(c)	 	hold in an interest-bearing suspense account any moneys received from the
Chargor or on account of the Chargor‘s liability under this Deed.





17.6 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,






the Chargor will not, 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 the 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.






	 	 	The 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.





17.7 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; and






	 	  (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.





17.8 Delivery of documents





	 	 	To the extent the 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, the Chargor’s obligations hereunder with respect to such delivery
shall be deemed satisfied by the delivery to the Term Loan Collateral Agent.





17.9 Security held by Chargor





The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed.



20









 







The Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.



18. MISCELLANEOUS




18.1 Covenant to pay





	 	 	The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the
Credit Agreement.





18.2 Interest





	 	 	If the 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.





18.3 Tacking





	 	 	Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).





18.4 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 Obligation.





18.5 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 the Chargor has with any
Secured Party within the Security Period when:






	 	  (a)	 	this Security has become enforceable; and
	 
	 	  (b)	 	no Secured Obligation 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.





18.6 Notice of assignment





	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.




21









 











18.7 Perpetuity period





	 	 	The perpetuity period for the trusts in this Deed is 125 years.





18.8 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 Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
such amount 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. In each case, the parties agree that the method
of valuation provided for in this Deed shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.





19. RELEASE





	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.





20. 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.





21. NOTICES




21.1 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.





21.2 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
21.2(b) 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.




22









 






	 	(b)	 	For the purposes of Clause 21.2(a) the address of the Chargor shall be:




Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH

Switzerland

Attention: Legal Department




21.3 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 Agent’s communication details
(or any substitute department or officer as the Collateral Agent shall specify for
this purpose).





21.4 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 21.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.





21.5 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.





22. GOVERNING LAW





	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.




23









 











23.   ENFORCEMENT




23.1 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 Deed, 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. The 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.





23.2 Service of process





	 	(a)	 	The Chargor appoints Novelis Europe as its agent under this Deed for service
of process in any proceedings before the English courts in connection with this Deed
and will procure that Novelis Europe accepts such appointment
	 
	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.
	 
	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.
	 
	 	(d)	 	This Subclause does not affect any other method of service allowed by law.





23.3 Waiver of immunity





	 	(a)	 	The 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;





24









 











	 	(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.





23.4 Waiver of trial by jury





EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.


This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.






25









 








SCHEDULE 1




SECURITY ASSETS




PART 1 — SECURITY ACCOUNTS




	 	 	 	 	 	 	 
	Account Bank	 	Security Account number(s)	 	Security Account name
	DB London

	 	 	 	 	 	Novelis AG (GBP)
	 
	 	 	 	 	 	 
	DB London

	 	 	 	 	 	Novelis AG (GBP)
	 
	 	 	 	 	 	 
	DB London

	 	 	 	 	 	Novelis AG (USD)
	 
	 	 	 	 	 	 
	DB London

	 	 	 	 	 	Novelis AG (USD)






PART 2 — CASH MANAGEMENT DOCUMENTS









26









 








FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK





			
	To:	 	[Account Bank]




Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,




Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ]
and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and
	 
	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.




[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]



Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;






	 	(b)	(i)	 	 comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash
Proceeds Account) received by you from the Revolving Credit Collateral Agent; and




27









 






	 	(ii)	 	comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;
	 
	(c)  	(i)		hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and
	 
	 	(ii)	 	hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;
	 
	(d)  	(i)	 	pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and
	 
	 	(ii)	 	pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.




28









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by English law.



Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]








29









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,




Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [     ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us from the Revolving
Credit Collateral Agent advising us that the Revolving




30









 






	 	 	 	Credit Release Date (as defined in the Revolving Credit Security Agreement) has
occurred, the Term Loan Collateral Agent;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






in each case, in accordance with the terms of, and the instructions provided under, the
Notice.


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]







31









 








PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS ‘





			
	To:	 	[Account Bank]




[DATE]



Dear Sirs,




Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;
	 
	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.







32









 







Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.



Yours faithfully,




 






(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral Agent



Yours faithfully,




 






(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral
Agent



Receipt acknowledged



 





(Authorised signatory) [Account Bank]



[Date]







33









 








SCHEDULE 3




FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS




PART 1



NOTICE TO COUNTERPARTY




			
	To:	 	[Counterparty]




Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,




Security agreement dated [     ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America N.A. as agent and trustee for the Term Loan Secured Parties referred
to in the Term Loan Security Agreement (the Term Loan Collateral Agent) as first priority
assignee all of its rights in respect of [insert details of Cash Management Document(s)] (the
Cash Management Document[s]); and
	 
	2.	 	SECOND subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A as agent and trustee for the Secured
Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all of its rights in respect of the Cash
Management Document[s].




We confirm that:





	(a)	 	the Chargor will remain liable under [the] [each] Cash Management Document to perform all the
obligations assumed by it under [the] [that] Cash Management Document;
	 
	(b)	 	none of the Term Loan 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] Cash
Management Document; and
	 
	(c)	 	none of the Revolving Credit 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] Cash Management Document.




The Chargor will also remain entitled to exercise all of its rights under [the] [each] Cash
Management Document and you should continue to give notice under [the] [each] Cash Management
Document to the Chargor, unless and until you receive notice from the Term Loan
Collateral Agent or, following notice from the Term Loan Collateral Agent advising you that the





34









 







Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent to the contrary. In this event, all of its rights will be exercisable by,
and notices must be given to, the Term Loan Collateral Agent or as it directs or, following notice
from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the
Term Loan Security Agreement) has occurred, the Revolving Credit 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 Cash Management Document[s] without the prior consent of the Term Loan Collateral
Agent and the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral
Agent advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please send to the Term Loan Collateral Agent at [•] and the Revolving Credit 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.



The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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,




 






(Authorised signatory)



For [Chargor]







35









 








PART 2




ACKNOWLEDGEMENT OF COUNTERPARTY


To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,




Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an
assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in
respect of [insert details of the Cash Management Document(s)] (the Cash Management Document[s])
and (2) SECOND subject to notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, an assignment on the
terms of the Revolving Credit Security Agreement of all of the Chargor’s rights in respect of the
Cash Management Document[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 Cash Management
Document[s];
	 
	3.	 	undertake to disclose to the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to [the][those] Cash Management Document[s] which the Term Loan
Collateral Agent or the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent may at any time
request;
	 
	4.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of [the] [any of those] Cash Management
Document[s] and to allow the Term Loan Collateral Agent or any of the other Term Loan Secured
Parties (as defined in the Term Loan Security Agreement) or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent or any of the other
Secured Parties (as defined in the Revolving Credit Security Agreement to remedy that breach;
and




36









 






	5.	 	undertake not to amend or waive any term of or terminate [the] [any of those] Cash Management
Document[s] on request by the Chargor without the prior written consent of the Term Loan
Collateral Agent and the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent.




This letter is governed by English law.



Yours faithfully,



 


(Authorised signatory)



[Counterparty]









37









 








SIGNATORIES




	 	 	 	 	 

	Signed, Sealed and Delivered as a Deed 
	) 	 	 	 
	 
	 	 	 	 
	by duly appointed attorney 
	) 	 	 	 
	 
	 	 	 	 
	For and on behalf of 
	) 	 	 	 
	 
	 	 	 	 
	NOVELIS AG 
	) 	 	 	 






38









 






SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:




 






			

	Peter M. Walther, Senior Vice President	 

	 







39











 





EXECUTION COPY




Dated __ December 2010




Between




NOVELIS DEUTSCHLAND GMBH



as Chargor



and



BANK OF AMERICA, N.A.





as Collateral Agent



 





SECURITY AGREEMENT




 





NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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 DEED,
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.







i









 







CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. INTERPRETATION
	 	 	1	 
	2. CREATION OF SECURITY
	 	 	5	 
	3. REPRESENTATIONS — GENERAL
	 	 	8	 
	4. RESTRICTIONS ON DEALINGS
	 	 	9	 
	5. ACCOUNTS
	 	 	9	 
	6. CASH MANAGEMENT DOCUMENTS
	 	 	11	 
	7. INTELLECTUAL PROPERTY
	 	 	12	 
	8. WHEN SECURITY BECOMES ENFORCEABLE
	 	 	14	 
	9. ENFORCEMENT OF SECURITY
	 	 	15	 
	10. ADMINISTRATOR
	 	 	18	 
	11. RECEIVER
	 	 	19	 
	12. POWERS OF RECEIVER
	 	 	20	 
	13. APPLICATION OF PROCEEDS
	 	 	21	 
	14. TAXES, EXPENSES AND INDEMNITY
	 	 	22	 
	15. DELEGATION
	 	 	22	 
	16. FURTHER ASSURANCES
	 	 	22	 
	17. POWER OF ATTORNEY
	 	 	23	 
	18. PRESERVATION OF SECURITY
	 	 	23	 
	19. MISCELLANEOUS
	 	 	25	 
	20. RELEASE
	 	 	27	 
	21. COUNTERPARTS
	 	 	27	 
	22. NOTICES
	 	 	27	 
	23. GOVERNING LAW
	 	 	28	 
	24. ENFORCEMENT
	 	 	28	 
	SCHEDULE 1 Security Assets
	 	 	31	 
	PART 1 Security Accounts
	 	 	31	 
	PART 2 Cash Management Documents
	 	 	31	 
	SCHEDULE 2 Forms of Letter for Security Accounts
	 	 	35	 
	PART 1 Notice to Account Bank
	 	 	35	 
	PART 2 Acknowledgement of Account Bank
	 	 	38	 
	PART 3 Letter for Operation of Security Accounts
	 	 	40	 
	SCHEDULE 3 Forms of Letter for Cash Management Documents
	 	 	42	 
	PART 1 Notice to Counterparty
	 	 	42	 
	PART 2 Acknowledgement of Counterparty
	 	 	44	 






ii









 





THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS DEUTSCHLAND GMBH a limited liability company organized under the laws of Germany,
having its business address at Hannoversche Strasse 1, 37075 Goettingen, Germany which is
registered in the commercial register at the local court (Amtsgericht) of Göttingen under HRB
772 (the Chargor); and






	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the
Credit Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.






	(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 (including its Recitals):






	 	 	Account Bank means a bank with whom a Security Account is maintained.






	 	 	Act means the Law of Property Act 1925.






	 	 	Cash Management Document means any agreement specified in Part 2 of Schedule 1 (Security
Assets) and any other agreement between two or more members of the Group to which the
Chargor is a party that provides for any cash pooling, set-off or netting arrangement,
including the European Cash Pooling Arrangements.






	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.






	 	 	Group means Holdings, the Parent Borrower and any of its Restricted Subsidiaries.






	 	 	Novelis Europe means Novelis Europe Holdings Limited a company registered in England and
Wales with registered number 05308334 and with its registered office at Latchford Locks
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN United Kingdom.






	 	 	Party means a party to this Deed.






	 	 	Realisation Notice means the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.






	 	 	Receivables Purchase Agreement means the agreement between the Chargor and Novelis AG
pursuant to which certain receivables owned be the Chargor or to be created




1









 






	 	 	by the Chargor under certain of its supply contracts have been sold and assigned to Novelis
AG by way of a true sale.






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.






	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.






	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.






	 	 	Security Account means in relation to the Chargor:






	 	(a)	 	any account specified in Part 1 of Schedule 1 (Security Assets);






	 	(b)	 	any other account which it purports to charge under this Deed; and






	 	(c)	 	in each case, any replacement account or sub-division or sub-account of
any such account.






	 	 	Security Assets means any and all assets of the Chargor that are the subject of this
Security.






	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Chargor.






	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.






	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.






	 	 	Territory means England and Wales.






	 	 	UK Intellectual Property means all Intellectual Property owned now or in the future by the
Chargor which is established under the laws of the United Kingdom including any state
territory or political subdivision thereof (excluding, for the avoidance of doubt, any
Intellectual Property registered with any international or intergovernmental registry).






	1.2	 	Construction






	 	 	In this Deed:






	 	(a)	 	capitalised terms defined in the Credit Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed;




2









 












	 	(b)	 	an agreement includes any legally binding arrangement, agreement,
contract, deed or instrument (in each case whether oral or written);






	 	(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 Administrative 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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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);




3









 












	 	(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;






	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified 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)	 	Any covenant of the 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.






	 	(o)	 	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.






	 	(p)	 	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.






	 	(q)	 	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.






	 	(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.




4









 












	1.4	 	Conflict with the provisions of this Deed






	 	 	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. EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL
THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.






	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.






	2.	 	CREATION OF SECURITY






	2.1	 	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 the 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 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.




5









 












	 	(c)	 	The 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 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) does not affect the validity or enforceability of this
Security.






	2.2	 	Credit balances






	 	 	The 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 established in the Territory,
including each of its Security Accounts, and the debt represented by that account, other
than any account the subject of a Security Interest in favour of any other person in
accordance with the terms set out in section 6.02(y) of the Credit Agreement.






	2.3	 	Book debts etc.






	 	 	The Chargor charges by way of a fixed charge:






	 	(a)	 	all of its book and other debts that are payable in the Territory;






	 	(b)	 	all other moneys due and owing to it that are payable in the Territory;
and






	 	(c)	 	the benefit of all rights, securities and guarantees of any nature
enjoyed or held by it in relation to any item under paragraphs (a) or (b) above.






	2.4	 	Cash Management Documents






	 	(a)	 	The Chargor assigns absolutely, subject to a proviso for re-assignment on
redemption, all of its rights in respect of its Cash Management Documents.






	 	(b)	 	Without prejudice to the obligations of the Chargor under Clause 2.1(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 the 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 paragraphs (a) or (b) above, the Chargor
charges by way of fixed charge all of its rights under the Cash Management Documents.






	2.5	 	Intellectual Property






	 	(a)	 	The Chargor charges by way of a fixed charge all of its rights in respect
of the UK Intellectual Property including but not limited to the designs, patents and
trade marks specified in Part 3 of Schedule 1 (Security Assets) to this Deed.




6









 












	 	(b)	 	For the purpose of enabling the Collateral Agent, whilst an Event of
Default is continuing, to exercise its rights and remedies under Clause 8 (When
Security Becomes Enforceable) and Clause 9 (Enforcement of Security) at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and remedies,
and for no other purpose, the Chargor hereby grants to the Collateral Agent an
irrevocable, non-exclusive license and, to the extent permitted under all relevant
licenses of Intellectual Property granting the Chargor rights in Intellectual
Property, a sublicense (in each case, exercisable without payment of royalties or
other compensation to the Chargor) to use, license or sublicense any of the
Intellectual Property now owned or hereafter acquired by or licensed to the
Chargor, 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 manufactured or sold by the
Chargor 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 thereof.






	2.6	 	Floating charge






	 	(a)	 	The Chargor charges by way of a floating charge all of those assets
purported to be charged under Clauses 2.2 to 2.5 that are not effectively charged by
way of fixed charge or assigned under this Deed.






	 	(b)	 	Except as provided below, the Collateral Agent may by notice to the
Chargor convert the floating charge created by the Chargor under this Deed into a
fixed charge as regards any of the 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)	 	the 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 4 (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 the Chargor’s assets that are subject to the floating
charge:






	 	(i)	 	if an administrator is appointed or the Collateral
Agent receives notice of an intention to appoint an administrator; or




7









 












	 	(ii)	 	on the convening of any meeting of the members of the
Chargor to consider a resolution to wind the Chargor up (or not to wind the
Chargor up); or






	 	(iii)	 	upon the occurrence of any analogous event in any
jurisdiction.






	 	(e)	 	The floating charge created under this Deed is a qualifying floating
charge for the purpose of paragraph 14 of Schedule Bl 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 the 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 Chargor, be reconverted into a floating charge in relation to
the Security Assets specified in such notice.






	3.	 	REPRESENTATIONS — GENERAL






	3.1	 	Nature of security






	 	 	The Chargor represents and warrants to each Secured Party that:






	 	(a)	 	this Deed creates those Security Interests it purports to create and is
not liable to be avoided or otherwise set aside on its liquidation or administration
or otherwise; and






	 	(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 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);






	 	(d)	 	all actions and consents, including all filings, notices, registrations
and recordings necessary for the exercise by the Collateral Agent of the 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;






	 	(e)	 	it is not aware of any circumstances relating to the validity,
subsistence or use of any of its UK Intellectual Property which could reasonably be
expected to have a Material Adverse Effect; and






	 	(f)	 	Schedule 1 (Security Assets) properly identifies all bank accounts held
by the Chargor in the Territory at the date of this Deed.




8









 












	3.2	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in
this Clause) are made by the Chargor on the date of this Deed.






	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated
by the 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.






	4.	 	RESTRICTIONS ON DEALINGS






	 	 	The Chargor may not:






	 	(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.






	5.	 	ACCOUNTS






	5.1	 	Accounts






	 	 	All Security Accounts must be maintained at a branch of the Account Bank approved by the
Collateral Agent.






	5.2	 	Change of Account Bank






	 	(a)	 	Any Account Bank may be changed to another bank in the Territory and
additional banks in the Territory may be appointed as Account Banks if the Chargor and
the Collateral Agent so agree.






	 	(b)	 	Without prejudice to Clause 5.2(a), the Chargor may only open an account
with a new Account Bank after the proposed new Account Bank agrees with the Collateral
Agent and the Chargor, 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 the Chargor and the Collateral
Agent hereby irrevocably give all authorisations and instructions necessary for any
such transfer to be made.






	 	(d)	 	The 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 this Clause and any transfer of credit balances
(including the execution of bank mandate forms); and




9









 












	 	(ii)	 	irrevocably appoints the Collateral Agent as its
attorney to take any such action if the Chargor should fail to do so.






	 	(e)	 	The Chargor shall not, 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 unless permitted under
the Credit Agreement.






	 	(f)	 	The Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by the Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).






	5.3	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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 other than in accordance with any Cash Management Document.






	 	(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
5.5 or as otherwise permitted by the Credit Agreement.






	5.4	 	Book debts and receipts






	 	(a)	 	The 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 pay them into a bank account in
accordance with Section 9.01 of the Credit Agreement (a “Relevant Account”) and,
prior to payment into a Relevant Account, hold the proceeds of the getting in and
realisation subject to, and in accordance with, the terms of the Intercreditor
Agreement, on trust for the Collateral Agent; and






	 	(b)	 	subject to, and in accordance with, the terms of the Intercreditor
Agreement, without prejudice to paragraph (a) above, the Chargor must, except to the
extent that the Collateral Agent otherwise agrees, pay all the proceeds of the getting
in and realisation referred to under Clause 5.4(a) that are not paid into a Relevant
Account, into a Security Account as soon as practicable on receipt.




10









 












	5.5	 	Notices of charge






	 	(a)	 	The 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) within 14 days
of the date of this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).






	 	(c)	 	The Chargor agrees that it shall, in connection with any adjustment to
the priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and






	 	(ii)	 	use all reasonable endeavours to procure that each
relevant Account Bank acknowledges any amended notice delivered pursuant to
paragraph (c)(i) above within 14 days of such notice.






	6.	 	CASH MANAGEMENT DOCUMENTS






	6.1	 	Representations





       The Chargor represents and warrants to each Secured Party that:




	 	(a)	 	each of its Cash Management Documents is its legally binding, valid, and
enforceable obligation;






	 	(b)	 	it is not in default in any material respect of any of its obligations
under any of its Cash Management Documents;






	 	(c)	 	(save as otherwise agreed with the Collateral Agent) there is no prohibition
on assignment in any of its Cash Management Documents; and






	 	(d)	 	its entry into and performance of this Deed will not conflict with any
term of any of its Cash Management Documents.






	6.2	 	Preservation






	 	 	The Chargor may not, without the prior consent of the Collateral Agent or unless permitted by
the Credit Agreement:






	 	(a)	 	amend or waive any term of, or terminate, any of its Cash Management
Documents; or




11









 












	 	(b)	 	take any action which might jeopardise the existence or enforceability of
any of its Cash Management Documents.






	6.3	 	Other undertaking





       The Chargor must:




	 	(a)	 	duly and promptly perform its obligations in all material respects under
each of its Cash Management Documents; and






	 	(b)	 	supply the Collateral Agent and any Receiver with copies of each of its
Cash Management Documents and any information and documentation relating to any of its
Cash Management Documents if requested by the Collateral Agent or any Receiver.






	6.4	 	Rights






	 	(a)	 	Subject to the rights of the Collateral Agent under paragraph (b) below,
the Chargor must diligently pursue its rights under each of its Cash Management
Documents, 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 Chargor and irrespective
of any direction given by the Chargor) any of the Chargor’s rights under its Cash
Management Documents.






	6.5	 	Notices of assignment





       The Chargor must:




	 	(a)	 	immediately serve a notice of assignment, substantially in the form of
Part 1 of Schedule 3 (Forms of letter for Cash Management Documents), on each of the
other parties to each of its Cash Management 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 3 (Forms of
letter for Cash Management Documents) within 14 days of the date of this Deed.






	7.	 	INTELLECTUAL PROPERTY






	7.1	 	Preservation






	 	(a)	 	The 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
the United Kingdom Intellectual Property Office 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:




12









 












	 	(i)	 	amend or waive or terminate, any of its rights in
respect of its UK Intellectual Property; or






	 	(ii)	 	take any action which might jeopardise the existence or
enforceability of any of its rights in respect of its UK Intellectual
Property.






	7.2	 	Negative Undertakings






	 	 	At all times during the Security Period, the Chargor undertakes:






	 	(a)	 	not to dispose of, encumber, abandon, weaken the strength of (such as the
good reputation of a trademark) or allow the UK Intellectual Property or parts thereof
to lapse, including any lapse of rights due to non-use or allow the forfeiture,
revocation or invalidity of any rights to the UK Intellectual Property with respect to
third parties, except as reasonably required in the ordinary course of business and
upon giving prior notice thereof to the Collateral Agent, or as permitted under the
Credit Agreement or under this Deed;






	 	(b)	 	not to amend or to re-file specifications of the UK Intellectual Property
or parts thereof and not to grant further licenses or other rights with respect to the
UK Intellectual Property or parts thereof to third parties, except as reasonably
required in the ordinary course of business and upon giving prior notice thereof to
the Collateral Agent, or as permitted under the Credit Agreement or under this Deed;






	 	(c)	 	not to dispute the validity of the UK Intellectual Property or of new
applications for registration with regard to the UK Intellectual Property;






	7.3	 	Positive Undertakings






	 	 	At all times during the Security Period, the Chargor undertakes:






	 	(a)	 	to inform the Collateral Agent immediately of any claims of which it
becomes aware in respect of the UK Intellectual Property or any part thereof or any
other measures which may materially impair or jeopardise the Collateral Agent’s and/or
and the Secured Parties rights relating thereto and to forward documents which the
Collateral Agent may reasonably request and that are necessary or expedient for a
defence against such claims. The Chargor shall further be obliged to inform as soon as
possible the claimants or other third parties asserting rights with respect to the
transferred rights and claims in writing of the Collateral Agent’s rights in respect
of the claims and the existence of this Deed. All costs and expenses reasonably
incurred for necessary countermeasures of the Collateral Agent shall be borne by the
Chargor;






	 	(b)	 	to promptly inform the Collateral Agent if it becomes aware that third
parties infringe any of the UK Intellectual Property or parts thereof, dispute the
validity of the UK Intellectual Property or parts thereof or allege that the UK
Intellectual Property or parts thereof violate the rights of third parties in a way
which materially impairs or jeopardises or can reasonably be expected to materially
impair or jeopardise the Collateral Agent’s and/or the Secured Parties’ rights
relating to the UK Intellectual Property and promptly assert all claims and to
litigate if, at the reasonable discretion of the Chargor, this is required for the
defense against the alleged claims in the ordinary course of business. All expenses
incurred in this respect are to be borne by the Chargor. All compensation claims
becoming due after the date of this Deed become part of 




13









 






	 	 	 	the UK Intellectual Property. Upon the occurrence of an Event of Default which is continuing, unheeded and unwaived
the Collateral Agent may take over any judicial or extra judicial proceedings upon
reasonable request and at the Chargor’s expense to the extent necessary to preserve legitimate interests of the
Collateral Agent;






	 	(c)	 	to make all statements and take all actions at its own expense which are
required and appropriate in the ordinary course of business in order to maintain the
registration of the material UK Intellectual Property, as shall be consistent with
commercially reasonable business judgment, including payment of renewal fees, and have
the UK Intellectual Property registered if not registered so far and to deliver to the
Collateral Agent at its reasonable request copies of respective documents evidencing
such actions;






	 	(d)	 	to establish, and, to the extent already existing, to continue, at its
own cost and expenses a permanent surveillance of reasonable extent for publications
of applications and/or registrations of intellectual property rights which may
infringe or otherwise legally collide with the UK Intellectual Property;






	 	(e)	 	to inform the Collateral Agent promptly of the occurrence of any event
which may result in any of the representations and warranties included in Clause 3
(Representations) of this Deed being untrue; and






	 	(f)	 	to notify the Collateral Agent without undue delay of any event or
circumstance which might be expected to have a material adverse effect on the validity
or enforceability of this Deed.






	7.4	 	Further Assurance






	 	 	If the Chargor shall at any time after the date of this Deed (a) obtain any ownership or
other rights in and/or to any additional UK Intellectual Property or (b) become entitled to
the benefit of any additional UK Intellectual Property or any renewal or extension thereof,
including any reissue, division, continuation, or continuation-in-part of any UK
Intellectual Property, or any improvement on any UK Intellectual Property, the provisions
of this Deed shall automatically apply thereto and any such item described in (a) or (b)
above (other than any Excluded Property) shall automatically constitute UK Intellectual
Property for the purpose of this Deed as if such would have constituted UK Intellectual
Property at the time of execution hereof and such UK Intellectual Property (other than any
Excluded Property) shall be subject to the Security and Security Interests created by this
Deed without further action by any party. Concurrently with the delivery of each
Compliance Certificate pursuant to Section 5.01(d) of the Credit Agreement, the Chargor
shall provide to the Collateral Agent written notice of any of the foregoing UK
Intellectual Property owned by the Chargor which is the subject of a registration or
application and confirm the attachment of the Security and Security Interests created by
this Deed to any rights described in clauses (i) and (ii) above by the delivery of an
executed instrument or other statement(s) in form and substance reasonably acceptable to
the Collateral Agent as shall be reasonably necessary to create, record, preserve, protect
or perfect the Collateral Agent’s lien and security interest in such Intellectual Property.






	8.	 	WHEN SECURITY BECOMES ENFORCEABLE






	8.1	 	Timing






	 	 	 	This Security will become immediately enforceable if an Event of Default is continuing.




14









 












	8.2	 	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 or the Administrative Agent may direct.






	9.	 	ENFORCEMENT OF SECURITY






	9.1	 	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.






	 	(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).






	9.2	 	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.






	9.3	 	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).






	9.4	 	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.




15









 












	9.5	 	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 the Chargor.






	 	(b)	 	The 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.






	9.6	 	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.






	9.7	 	Limitation






	 	(a)	 	Subject to Clause 9.7(b) through Clause 9.7(f) below, the Collateral
Agent shall not enforce the Security to the extent (i) the Security secures
obligations of one of the Chargor’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 Chargor or
the Chargor itself), and (ii) the enforcement of the Security 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 Chargor in preparing its unconsolidated balance sheets
(Jahresabschluß gemäß § 42 GmbHG, ff 242, 264 HGB)) of the Chargor 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:






	 	(i)	 	the amount of any increase of the Chargor’s registered
share capital (Stammkapital) implemented after the date of this Deed that is
effected without the prior written consent of the Collateral Agent shall be
deducted from the registered share capital of the Chargor;






	 	(ii)	 	any loans provided to the Chargor by a direct or
indirect shareholder or an affiliate thereof (other than a Subsidiary of the
Chargor) shall be disregarded and not accounted for as a liability to the
extent that such loans are subordinated pursuant to Section 39(1) Nr. 1
through Nr. 5 of the German Insolvency Code (Insolvenzordnung) or
subordinated in any other way by law or contract;




16









 






	 	(iii) 	 	any shareholder loans, other loans and contractual
obligations and liabilities incurred by the Chargor 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 Collateral Agent, is significantly
lower than their market value and that are not necessary for the business of
the Chargor (nicht betriebsnotwendig) shall be accounted for with their
market value; and






	 	(v)	 	the assets of the Chargor 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.






	 	(b)	 	The limitations set out in Clause 9.7(a) only apply:






	 	(i)	 	if and to the extent that the managing directors of the
Chargor have confirmed in writing to the Collateral Agent within ten (10)
Business Days of receipt of the Realisation Notice or the commencement of
enforcement under this Deed the value of the Security which cannot be
enforced without causing the net assets of the Chargor 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






	 	(ii)	 	if, within twenty (20) Business Days after an objection
under paragraph 9(b)(ii) 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 Chargor by a firm of auditors
of international standing and reputation that is appointed by the Chargor and
reasonably acceptable to the Collateral Agent, to the extent such report
identifies the amount by which the net assets of the Chargor are necessary to
maintain its registered share capital as at the date of the Realisation
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 Chargor 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 Collateral Agent, for and on behalf of the Secured
Parties, shall be entitled to enforce the Security up to those amounts that are
undisputed between them and the Chargor or determined in accordance with Clause 9.7(a)
and Clause 9.7(b). In respect of the exceeding amounts, the Secured Parties shall be
entitled to further pursue their claims (if any) and the Chargor shall be entitled to
provide evidence that the excess amounts are necessary to maintain its registered
share capital (calculated as at the date of the Realisation Notice or the 




17









 






	 	 	 	commencement of enforcement and taking into account the adjustments set out
above). The Secured Parties are entitled to pursue those parts of the Security
that are not enforced by operation of Clause 9.7(a) above at any subsequent point
in time. This Clause shall apply again as of the time such additional enforcements
are made.






	 	(d)	 	Clause 9.7(a) shall not apply as to the amount of loans borrowed and
passed on (whether by way of shareholder loan or equity contribution) to the Chargor
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 but
excluding, for the avoidance of doubt, any purchase price payment received by the
Chargor under the Receivables Purchase Agreement.






	 	(e)	 	The limitations provided for in Clause 9.7(a) above shall not apply where
(i) the Chargor has a fully valuable (vollwertig) recourse claim (Gegenleistungs- oder
Rückgewähranspruch) vis-à-vis the relevant shareholder or (ii) a domination agreement
(Beherrschungsvertrag) or a profit and loss pooling agreement
(Gewinnabführungsvertrag) is or will be in existence with the Chargor and the Chargor
has a fully valuable (vollwertig) compensation claim (Ausgleichsanspruch).






	 	(f)	 	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 9.7(a) shall no longer apply. Should any such
guarantees become subject to legal restrictions that are less stringent than the
limitations set forth in Clause 9.7(a) above, such less stringent limitations shall
apply. Otherwise, Clause 9.7(a) shall remain unaffected by changes in applicable law.






	10. 	 	 ADMINISTRATOR






	10.1	 	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 7.1, or if the
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 the
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 B1 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.




18









 












	11.	 	RECEIVER






	11.1	 	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)	 	the 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.






	 	(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.






	11.2	 	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.






	11.3	 	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.






	11.4	 	Agent of the Chargor






	 	(a)	 	A Receiver will be deemed to be the agent of the 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 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 the Chargor or to
any other person) by reason of the appointment of a Receiver or for any other reason.






	11.5	 	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




19









 






	 	 	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.






	12.	 	POWERS OF RECEIVER






	12.1	 	General






	 	(a)	 	A Receiver has all the rights, powers and discretions set out 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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.






	12.2	 	Possession






	 	 	A Receiver may take immediate possession of, get in, and collect any Security Asset.






	12.3	 	Carry on business






	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.






	12.4	 	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 the Chargor.






	12.5	 	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.






	12.6	 	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.




20









 












	12.7	 	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 the Chargor or relating in any way to any Security Asset.






	12.8	 	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.






	12.9	 	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.






	12.10	 	Subsidiaries






	 	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.






	12.11	 	Delegation






	 	 	 	A Receiver may delegate his powers in accordance with this Deed.






	12.12	 	Lending






	 	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.






	12.13	 	Protection of assets






	 	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.






	12.14	 	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 the Chargor for any of the above purposes.






	13.	 	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




21









 







	 	 	 	permitted by applicable law (subject to the provisions of this Clause), in
accordance with the terms of the Loan Documents but subject always to the terms of
the Intercreditor Agreement.






	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover
any shortfall from a Loan Party






	14.	 	TAXES, EXPENSES AND INDEMNITY






	 	(a)	 	The 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, 2.12, 2.15,
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 19.2
(Interest).






	 	(c)	 	The Chargor 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 Security or any judgment given in connection with them, is or at any time
may be subject.






	15.	 	DELEGATION






	15.1	 	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.






	15.2	 	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.






	15.3	 	Liability






	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.






	16.	 	FURTHER ASSURANCES






	 	 	The 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 creates a Security
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




22









 












	 	(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
the 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.






	17.	 	POWER OF ATTORNEY






	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The
Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.






	18.	 	PRESERVATION OF SECURITY






	18.1	 	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.






	18.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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 the 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.






	18.3	 	Waiver of defences






	 	 	The obligations of the 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;




23









 













	 	(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.






	18.4	 	Immediate recourse






	 	 	The 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 the Chargor under this Deed.






	18.5	 	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 the 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 the
Chargor or on account of the Chargor’s liability under this Deed.






	18.6	 	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,






	 	the Chargor will not, 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);




24









 












	 	(ii)	 	be entitled to any right of contribution or indemnity
in respect of any payment made or moneys received on account of the 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.






	 	 	The 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.






	18.7	 	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; and






	 	(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.






	18.8	 	Delivery of documents






	 	 	To the extent the 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, the Chargor’s obligations hereunder with respect to such delivery shall be
deemed satisfied by the delivery to the Term Loan Collateral Agent.






	18.9	 	Security held by Chargor






	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The
Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.






	19.	 	MISCELLANEOUS






	19.1	 	Covenant to pay






	 	 	The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the
Credit Agreement.






	19.2	 	Interest






	 	 	If the 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




25









 






	 	 	date of payment calculated and compounded in accordance with the provisions of Section
2.06(f) of the Credit Agreement.






	19.3	 	Tacking






	 	 	Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).






	19.4	 	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 Obligation.






	19.5	 	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 the Chargor has with any
Secured Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and






	 	(b)	 	no Secured Obligation 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.






	19.6	 	Notice of assignment






	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.






	19.7	 	Perpetuity period






	 	 	The perpetuity period for the trusts in this Deed is 125 years.






	19.8	 	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 Chargor
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.




26









 








	 	(b)	 	For the purpose of paragraph (a) above, the value of the financial
collateral appropriated shall be (i) in the case of cash, the amount standing to the
credit of each of the Security Accounts, together with any accrued but unposted
interest, at the time the right of appropriation is exercised; and (ii) in the case of
any other asset, such amount 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. In each case, the parties agree
that the method of valuation provided for in this Deed shall constitute a commercially
reasonable method of valuation for the purposes of the Regulations.






	20.	 	RELEASE






	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.






	21.	 	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.






	22.	 	NOTICES






	22.1	 	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.






	22.2	 	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 21.2(b) 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 22.2(a) the address of the Chargor shall be:




Novelis Deutschland GmbH

Hannoversche Straße 1

37075 Göttingen, Germany

Attention: Roland Harings



with a copy to:





Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH




27









 



Switzerland

Attention: Legal Department





	22.3	 	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 Agent’s
communication details (or any substitute department or officer as the Collateral Agent
shall specify for this purpose).






	22.4	 	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 22.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.






	22.5	 	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.






	23.	 	GOVERNING LAW






	 	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.






	24.	 	ENFORCEMENT






	24.1	 	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.




28









 












	 	(b)	 	The English courts are the most appropriate and convenient courts to
settle any such dispute in connection with this Deed, 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. The 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.






	24.2	 	Service of process






	 	(a)	 	The Chargor appoints Novelis Europe as its agent under this Deed for
service of process in any proceedings before the English courts in connection with
this Deed and will procure that Novelis Europe accepts such appointment






	 	(b)	 	If any person appointed as process agent under this Clause is unable for
any reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.






	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.






	 	(d)	 	This Subclause does not affect any other method of service allowed by
law.






	24.3	 	Waiver of immunity






	 	(a)	 	The 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.






	24.4	 	Waiver of trial by jury






	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




29









 










This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.





30











 





SCHEDULE 1




SECURITY ASSETS




PART 1 — SECURITY ACCOUNTS




	 	 	 	 	 
	 	 	Security Account	 	 
	Account Bank	 	number(s)	 	Security Account name
	DB London
	 	22637300	 	Novelis Deutschland GmbH (GBP)
	DB London
	 	22637302	 	Novelis Deutschland GmbH (USD)
	Commerzbank Deutschland
	 	1152214	 	Novelis Deutschland GmbH





PART 2 — CASH MANAGEMENT DOCUMENTS



PART 3 — UK INTELLECTUAL PROPERTY



TRADEMARK REGISTRATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademark	 	Owner	 	Country	 	Application	 	Registration	 	Case	 	Sub
	Name	 	Name	 	Name	 	Number	 	Number	 	Number	 	Case
	AL-PAC
	 	Novelis Deutschland GmbH	 	European Community	 	4944625	 	4944625	 	TM2074	 	 
	 
	 	 	 	 
	J57S & DEVICE
	 	Novelis Deutschland GmbH	 	European Community	 	2934636	 	2934636	 	TM2922	 	1E
	 
	 	 	 	 
	SEMIFLEX
	 	Novelis Deutschland GmbH	 	European Community	 	3786027	 	3786027	 	TM2748	 	1E
	 
	 	 	 	 
	FF3 (DEVICE)
	 	Novelis Deutschland GmbH	 	European Community	 	001980812	 	1980812	 	TM2952	 	E
	 
	 	 	 	 
	B73A & DEVICE
	 	Novelis Deutschland GmbH	 	European Community	 	4801239	 	4801239	 	NTM0012	 	 
	 
	 	 	 	 
	J73A & DEVICE
	 	Novelis Deutschland GmbH	 	European Community	 	4801783	 	4801783	 	NTM0013	 	 
	 
	 	 	 	 
	FF3
	 	Novelis Deutschland GmbH	 	European Community	 	1562933	 	1562933	 	TM2367	 	1E






31









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademark	 	Owner	 	Country	 	Application	 	Registration	 	Case	 	Sub
	Name	 	Name	 	Name	 	Number	 	Number	 	Number	 	Case
	CARADUCT
	 	Novelis Deutschland GmbH	 	European Community	 	1805654	 	1805654	 	TM2227	 	1E
	 
	 	 	 	 
	B57S & DEVICE
	 	Novelis Deutschland GmbH	 	European Community	 	4801965	 	4801965	 	NTM0011	 	 
	 
	 	 	 	 
	ALUTRANS
	 	Novelis Deutschland GmbH	 	European Community	 	2612646	 	2612646	 	TM2145	 	E
	 
	 	 	 	 
	EXINALL
	 	Novelis Deutschland GmbH	 	European Community	 	6751481	 	6751481	 	NTM0043	 	 
	 
	 	 	 	 
	NOVALTUBE
	 	Novelis Deutschland GmbH	 	European Community	 	007585037	 	 	 	NTM0060	 	 
	 
	 	 	 	 
	SILPA
	 	Novelis Deutschland GmbH	 	European Community	 	8496663	 	8496663	 	TM2757	 	 
	 
	 	 	 	 
	ANOTREAD & DEVICE
	 	Novelis Deutschland GmbH	 	European Community	 	 	 	890738	 	NTM0025	 	1W
	 
	 	 	 	 
	ANOSIGN & DEVICE
	 	Novelis Deutschland GmbH	 	European Community	 	 	 	882648	 	NTM0003	 	 
	 
	 	 	 	 
	ANOBOSS & DEVICE
	 	Novelis Deutschland GmbH	 	European Community	 	 	 	890739	 	NTM0024	 	1W
	 
	 	 	 	 
	SIGNICOLOR
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1482693	 	1482693	 	TM2753	 	 
	 
	 	 	 	 
	ALUCON
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1333183	 	1333183	 	TM2110	 	 

	 
	 	 	 	 
	FF2 & DEVICE
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1423117	 	1423117	 	TM2366	 	 
	 
	 	 	 	 
	FALZONAL & DEVICE
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1425757	 	1425757	 	TM2361	 	1
	 
	 	 	 	 
	AL-PAC
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1411445	 	1411445	 	TM2074	 	 
	 
	 	 	 	 
	OHLER
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1313068	 	1313068	 	TM2591	 	1
	 
	 	 	 	 
	OHLER
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1313067	 	1313067	 	TM2591	 	 
	 
	 	 	 	 
	FALZONAL
	 	Novelis Deutschland GmbH	 	United Kingdom	 	1393352	 	1393352	 	TM2361	 	 






32









 






TRADEMARK APPLICATIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trademark	 	Owner	 	Country	 	Application	 	Case	 	Sub
	Name	 	Name	 	Name	 	Number	 	Number	 	Case
	LUMINAL

	 	Novelis

 Deutschland

 GmbH
	 	European Community
	 	 	953003	 	 	NTM0041
	 	1W






PATENT — REGISTRATIONS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Owner	 	Country	 	Patent	 	Case	 	Sub
	Invention Title	 	Name	 	Name	 	Number	 	Number	 	Case
	CIGARETTE PACKET
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	0620166	 	IR4528	 	 
	 
	 	 	 	 
	METALLIZED PAPER FOR THE INNER LINER OF CIGARETTE PACKETS
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	0676503	 	IR4629	 	 
	 
	 	 	 	 
	DOUBLE METALLIZED PAPER
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	0703009	 	IR4710	 	 
	 
	 	 	 	 
	COIL CORE MADE OF A FLEXIBLE TUBE
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	0729911	 	IR4751	 	 
	 
	 	 	 	 
	DELAMINABLE PRINTED CIRCUIT BOARD
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	0851721	 	IR4887	 	 
	 
	 	 	 	 
	VIBRATION DAMPENING OF ROLL MILL ROLLS
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	0855233	 	IR4991	 	 
	 
	 	 	 	 
	ANTIGLIDING PROTECTIVE FOIL STRIPABLE PROTECTIVE FOIL FOR METAL SHEET
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	0892124	 	IR4979	 	1E
	 
	 	 	 	 
	COIL COATED BAND MATERIAL, CONTAINER MADE OF COATED BAND MATERIAL AND PROCESS FOR ITS MANUFACTURING
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	1028147	 	IR5287	 	1E
	 
	 	 	 	 
	FLEXIBLE TUBE FOR AIR-CONDITIONING
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	1286102	 	IR5473	 	E
	 
	 	 	 	 
	PROCESS AND DEVICE FOR PRODUCING FLEXIBLE TUBES
	 	Novelis

 Deutschland

 GmbH	 	United Kingdom	 	1948422	 	NV0012	 	W






33









 






COUNTRIES — DESIGN MODELS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Owner	 	Country	 	Patent	 	Case	 	Sub
	Invention Title	 	Name	 	Name	 	Number	 	Number	 	Case
	Semi-circular grill tray
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	000516836-0001	 	NV0030	 	1E
	 
	 	 	 	 
	Semi-circular grill tray
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	000516836-0002	 	NV0030	 	2E
	 
	 	 	 	 
	Semi-circular grill tray
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	000516836-0003	 	NV0030	 	3E
	 
	 	 	 	 
	Semi-circular grill tray
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	000516836-0004	 	NV0030	 	4E
	 
	 	 	 	 
	Semi-circular grill tray
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	000516836-0005	 	NV0030	 	5E
	 
	 	 	 	 
	Semi-circular grill tray
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	000516836-0006	 	NV0030	 	6E
	 
	 	 	 	 
	Semi-circular grill tray
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	000516836-0007	 	NV0030	 	7E
	 
	 	 	 	 
	Container for food products
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	001218127-0001	 	NV0286	 	1E
	 
	 	 	 	 
	Container for food products
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	001218127-0002	 	NV0286	 	2E
	 
	 	 	 	 
	Container for food products
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	001218127-0003	 	NV0286	 	3E
	 
	 	 	 	 
	Container for food products
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	001218127-0004	 	NV0286	 	4E
	 
	 	 	 	 
	Container for food products
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	001218127-0005	 	NV0286	 	5E
	 
	 	 	 	 
	Container for food products
	 	Novelis

 Deutschland

 GmbH	 	European Community	 	001218127-0006	 	NV0286	 	6E
	 
	 	 	 	 
	QUADRO HEXAGONAL CONTAINER
	 	Novelis

 Deutschland
 GmbH	 	United Kingdom	 	2069279	 	IR4980	 	 






34









 




FORMS OF LETTER FOR SECURITY ACCOUNTS



PART 1



NOTICE TO ACCOUNT BANK



To: [Account Bank]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [     ] between [     ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and
	 
	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.




[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]



Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;





	 	 	 	 	 	 	 

	 

	 	(b)
	 	(i)
	 	comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash
Proceeds Account) received by you from the Revolving Credit Collateral Agent; and






35









 






	 	 	 	 	 	 	 

	 

	 	 	 	(ii)
	 	comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	(i)
	 	hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;
	 
	 	 	 	 	 	 
	 

	 	(d)
	 	(i)
	 	pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.




36









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by English law.



Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]








37









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,



Security agreement dated [     ] between [     ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us from the Revolving
Credit Collateral Agent advising us that the Revolving




38









 






	 	 	 	Credit Release Date (as defined in the Revolving Credit Security Agreement) has
occurred, the Term Loan Collateral Agent;






	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






	 	 	in each case, in accordance with the terms of, and the instructions provided under, the
Notice.




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]







39









 








PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS ‘



To: [Account Bank]



[DATE]



Dear Sirs,



Security agreement dated [     ] between [     ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;
	 
	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.







40









 







Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.



Yours faithfully,



(Authorised signatory) for an on behalf of Bank of America, N.A.
 as Term Loan Collateral Agent



Yours faithfully,



(Authorised signatory) for an on behalf of Bank of America, N.A.

 as Revolving Credit Collateral
Agent



Receipt acknowledged



(Authorised signatory) [Account Bank]



[Date]









41









 








SCHEDULE 3




FORMS
OF LETTER FOR CASH MANAGEMENT DOCUMENTS



PART 1



NOTICE TO COUNTERPARTY



To: [Counterparty]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [     ] between [     ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America N.A. as agent and trustee for the Term Loan Secured Parties referred
to in the Term Loan Security Agreement (the Term Loan Collateral Agent) as first priority
assignee all of its rights in respect of [insert details of Cash Management Document(s)] (the
Cash Management Document[s]); and
	 
	2.	 	SECOND subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A as agent and trustee for the Secured
Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all of its rights in respect of the Cash
Management Document[s].




We confirm that:





	(a)	 	the Chargor will remain liable under [the] [each] Cash Management Document to perform all the
obligations assumed by it under [the] [that] Cash Management Document;
	 
	(b)	 	none of the Term Loan 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] Cash
Management Document; and
	 
	(c)	 	none of the Revolving Credit 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] Cash Management Document.




The Chargor will also remain entitled to exercise all of its rights under [the] [each] Cash
Management Document and you should continue to give notice under [the] [each] Cash Management
Document to the Chargor, unless and until you receive notice from the Term Loan
Collateral Agent or, following notice from the Term Loan Collateral Agent advising you that the


42









 






Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent to the contrary. In this event, all of its rights will be exercisable by,
and notices must be given to, the Term Loan Collateral Agent or as it directs or, following notice
from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the
Term Loan Security Agreement) has occurred, the Revolving Credit 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 Cash Management Document[s] without the prior consent of the Term Loan Collateral
Agent and the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral
Agent advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please send to the Term Loan Collateral Agent at [•] and the Revolving Credit 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.



The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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,



(Authorised signatory)



For [Chargor]







43









 








PART
2



ACKNOWLEDGEMENT OF COUNTERPARTY



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,



Security agreement dated [     ] between [     ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an
assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in
respect of [insert details of the Cash Management Document(s)] (the Cash Management Document[s])
and (2) SECOND subject to notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, an assignment on the
terms of the Revolving Credit Security Agreement of all of the Chargor’s rights in respect of the
Cash Management Document[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 Cash Management
Document[s];
	 
	3.	 	undertake to disclose to the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to [the][those] Cash Management Document[s] which the Term Loan
Collateral Agent or the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent may at any time
request;
	 
	4.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of [the] [any of those] Cash Management
Document[s] and to allow the Term Loan Collateral Agent or any of the other Term Loan Secured
Parties (as defined in the Term Loan Security Agreement) or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent or any of the other
Secured Parties (as defined in the Revolving Credit Security Agreement to remedy that breach;
and




44









 






	5.	 	undertake not to amend or waive any term of or terminate [the] [any of those] Cash Management
Document[s] on request by the Chargor without the prior written consent of the Term Loan
Collateral Agent and the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent.




This letter is governed by English law.



Yours faithfully,



(Authorised signatory)



[Counterparty]









45









 








SIGNATORIES



Executed as a deed by




	 	 	 	 	 	 	 	 	 

	NOVELIS DEUTSCHLAND GMBH 
	 	 	)	 	 	                     Managing Director
	acting by                     
	 	 	)	 	 	 	 	 






46









 






	 	 	 	 	 
	SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:

 	 
	 	 
	Peter M. Walther, Senior Vice President 	 
	 	 	 
	 




47











 





EXECUTION COPY




Dated __ December 2010




Between



NOVELIS INC.



as Chargor



and



BANK OF AMERICA, N.A.



as Collateral Agent



 





SHARE MORTGAGE



 




NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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




Skadden, Arps, Slate, Meagher & Flom (UK) LLP

40 Bank Street

Canary Wharf

London E14 5DS













 




BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




2









 





CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. INTERPRETATION
	 	 	1	 
	2. CREATION OF SECURITY
	 	 	5	 
	3. REPRESENTATIONS AND WARRANTIES
	 	 	6	 
	4. RESTRICTIONS ON DEALINGS
	 	 	7	 
	5. COVENANTS
	 	 	7	 
	6. WHEN SECURITY BECOMES ENFORCEABLE
	 	 	10	 
	7. ENFORCEMENT OF SECURITY
	 	 	11	 
	8. RECEIVER
	 	 	12	 
	9. POWERS OF RECEIVER
	 	 	13	 
	10. APPLICATION OF PROCEEDS
	 	 	15	 
	11. TAXES, EXPENSES AND INDEMNITY
	 	 	15	 
	12. DELEGATION
	 	 	15	 
	13. FURTHER ASSURANCES
	 	 	16	 
	14. POWER OF ATTORNEY
	 	 	16	 
	15. PRESERVATION OF SECURITY
	 	 	16	 
	16. MISCELLANEOUS
	 	 	19	 
	17. RELEASE
	 	 	20	 
	18. COUNTERPARTS
	 	 	20	 
	19. NOTICES
	 	 	21	 
	20. GOVERNING LAW
	 	 	21	 
	21. ENFORCEMENT
	 	 	22	 
	SCHEDULE 1 Security Assets
	 	 	24	 






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THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS INC. a corporation amalgamated under the Canada Business Corporations Act (the
Chargor); and






	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.






	(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 (including the Recitals):






	 	 	Act means the Law of Property Act 1925.






	 	 	Administrator means any administrator appointed in respect of the Chargor (whether by the
Collateral Agent, or a court or otherwise).






	 	 	Charged Company means Novelis Europe Holdings Limited, a company incorporated under the
laws of England and Wales (registered number 05308334) with its registered office at
Latchford Lock Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN, NP10 9YD.






	 	 	Charged Shares means all shares in the Charged Company from time to time issued to the
Chargor or held by any nominee on its behalf.






	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.






	 	 	Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.






	 	 	Party means a party to this Deed.






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.






	 	 	Related Rights means in relation to any Charged Share:






	 	(i)	 	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;




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	 	(ii)	 	all rights under any licence, agreement for sale, option or lease in
respect of that asset; and






	 	(iii)	 	all rights, benefits, claims, contracts, warranties, remedies,
security indemnities or covenants for title in respect of that asset.






	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	Security means any Security Interest created, evidenced or conferred by or under this Deed.






	 	 	Security Assets means any and all assets of the Chargor that are the subject of this
Security.
	 
	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Chargor.
	 
	 	 	Term Loan Security Agreement means the share mortgage dated on or about the date of this
Deed between the Chargor and the Term Loan Collateral Agent.






	1.2	 	Construction






	 	 	In this Deed (including the Recitals):






	 	(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);






	 	(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
Collateral Agent or Administrative Agent (as appropriate);




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	 	(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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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;






	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified 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.




3









 












	 	(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 the 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.






	 	(s)	 	A reference in a Charged Share 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 Charged Share.






	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.




4









 












	 	(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	 	Conflict with the provisions of this Deed.






	 	 	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. EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL
THE EXERCISE OF REMEDIES BY COLLATERAL AGENT.






	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.






	2.	 	CREATION OF SECURITY






	2.1	 	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)	 	The 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 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.




5









 












	 	(c)	 	The fact that no or incomplete details of any Security Asset are inserted in
Schedule 1 (Security Assets) does not affect the validity or enforceability of this
Security.






	2.2	 	Charged Shares






	 	 	The Chargor charges:






	 	(a)	 	by way of a first legal mortgage the Charged Shares; this includes any
Charged Shares specified in Schedule 1 (Security Assets); and






	 	(b)	 	(to the extent that they are not the subject of a mortgage under
sub-paragraph (i) above) by way of a first fixed charge its interest in the Charged
Shares.






	3.	 	REPRESENTATIONS AND WARRANTIES






	3.1	 	Nature of security






	 	 	The 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 2.2(a)(i) will take effect in equity until such
time as the Collateral Agent exercises its discretion under Clause 5.1(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 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.






	3.2	 	Charged Shares






	 	 	The Chargor represents and warrants to each Secured Party that:






	 	(a)	 	the Charged Shares are duly authorised, validly issued and fully paid;






	 	(b)	 	the Charged Shares are not subject to any Security Interest, any option to
purchase or similar right (in each case other than as permitted by the Credit
Agreement);




6









 












	 	(c)	 	it is the sole legal and beneficial owner of the Charged Shares (save for any
Charged Shares transferred to the Collateral Agent or its nominee pursuant to this
Deed);






	 	(d)	 	the Charged Company is a company incorporated with limited liability;






	 	(e)	 	the constitutional documents of the 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 the Charged Company (including any option or right of pre-emption or
conversion) (in each case other than as permitted by the Credit Agreement).






	3.3	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.






	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.






	4.	 	RESTRICTIONS ON DEALINGS






	 	 	The Chargor may not:






	 	(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.






	5.	 	COVENANTS






	5.1	 	Certificated Charged Shares






	 	(a)	 	The 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 Charged Share;
immediately in respect of any Charged Share subject to this Security on the
date of this Deed and thereafter, immediately following the acquisition by,
or the issue to, the Chargor of any certificated Charged Share (unless the
same is required for registering any transfer, in which case the 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




7









 












	 	 	 	the owner or otherwise obtain a legal title to that Charged Share; 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 Charged Shares are
held in the share register of the 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.






	5.2	 	Changes to rights






	 	 	The Chargor may not (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
result in the rights attaching to any of the Charged Shares being altered or further shares
being issued.






	5.3	 	Calls






	 	(a)	 	The Chargor must pay all calls and other payments due and payable in respect
of any of the Charged Shares.






	 	(b)	 	If the Chargor fails to do so, the Collateral Agent may (at its discretion)
pay those calls or other payments on behalf of the Chargor. The 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.






	5.4	 	Other obligations in respect of Charged Shares






	 	(a)	 	The 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 793 of the
Companies Act 2006) or under the constitutional documents relating to any of the
Charged Shares. If the Chargor fails to do so, the Collateral Agent may elect to
provide any information which it may have on behalf of the Chargor.






	 	(b)	 	The Chargor must promptly supply a copy to the Collateral Agent of any
information referred to in paragraph (a) above.






	 	(c)	 	It is acknowledged and agreed that notwithstanding anything to the contrary
contained in this Deed, the Chargor shall remain liable to observe and perform all of
the conditions and obligations assumed by it in respect of any of the Charged Shares.






	 	(d)	 	No Secured Party will be required in any manner to:






	 	(i)	 	perform or fulfil any obligation of the Chargor;




8









 












	 	(ii)	 	make any payment;






	 	(iii)	 	make any enquiry as to the nature or sufficiency of any
payment received by it or the 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 Charged Share.






	5.5	 	Voting rights






	 	(a)	 	Unless and until the service of a notice by the Collateral Agent or an Event
of Default is continuing, the Chargor may continue to exercise the voting rights,
powers and other rights in respect of the Charged Shares, provided that (x) it shall
promptly deliver copies of any minutes of shareholder meetings in respect of the
Charged Shares to the Collateral Agent if so requested by the Collateral Agent, 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 Charged Shares 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 (save to the extent permitted by the Credit Agreement), 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 Charged Shares 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 Charged
Shares in any manner which the Chargor may direct in writing. The Collateral Agent (or
that nominee) will execute any form of proxy or other document which the 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 Charged Shares must be paid to the 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
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 Chargor.




9









 












	 	(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 Chargor all material notices, correspondence and/or other
communication it receives in relation to the Charged Shares.
	 
	 	(e)	 	Following the service of a notice by the Collateral Agent or for 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 Charged Share, any person who is the holder
of any Charged Share or otherwise






	 	 	 	in each case, in the name of the Chargor, the registered holder or otherwise and
without any further consent or authority on the part of the Chargor and
irrespective of any direction given by the Chargor.






	 	(f)	 	To the extent that the Charged Shares remain registered in the names of the
Chargor, the Chargor irrevocably appoints the Collateral Agent or its nominee as its
proxy to exercise all voting rights in respect of those Charged Shares following the
service of a notice by the Collateral Agent or so long as an Event of Default is
continuing.






	 	(g)	 	The 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 the Charged Shares on the direction of the Chargor.






	5.6	 	Custodian arrangements






	 	 	The Chargor must:






	 	(a)	 	promptly give notice of this Deed to any custodian of any Charged Share 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.






	6.	 	WHEN SECURITY BECOMES ENFORCEABLE






	6.1	 	Timing






	 	 	This Security will become immediately enforceable if an Event of Default is continuing.






	6.2	 	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 or the Administrative Agent may direct.




10









 












	7.	 	ENFORCEMENT OF SECURITY






	7.1	 	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.






	 	(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).






	7.2	 	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.






	7.3	 	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).






	7.4	 	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.






	7.5	 	Redemption of prior mortgages






	 	(a)	 	At any time after this Security has become enforceable, the Collateral Agent
may:




11









 












	 	(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 the Chargor.






	 	(b)	 	The 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.






	7.6	 	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.






	8.	 	RECEIVER





8.1 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)	 	the 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.






	8.2	 	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.






	8.3	 	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.




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	8.4	 	Agent of the Chargor






	 	(a)	 	A Receiver will be deemed to be the agent of the 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 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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.






	8.5	 	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.






	9.	 	POWERS OF RECEIVER






	9.1	 	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
powers conferred on a Receiver under this Deed individually and to the exclusion of
any other Receiver.






	9.2	 	Possession






	 	 	A Receiver may take immediate possession of, get in and collect any Security Asset.






	9.3	 	Carry on business






	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.






	9.4	 	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 the Chargor.




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	9.5	 	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.






	9.6	 	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.






	9.7	 	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 the Chargor or relating in any way to any Security Asset.






	9.8	 	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.






	9.9	 	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.






	9.10	 	Subsidiaries






	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.






	9.11	 	Delegation






	 	 	A Receiver may delegate his powers in accordance with this Deed.






	 	9.12	 	Lending






	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.






	9.13	 	Protection of assets






	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its
business to protect or improve any Security Asset, in each case as he thinks fit.






	9.14	 	Other powers






	 	 	A Receiver may:




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	 	(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 the Chargor for any of the above purposes.






	10.	 	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 but subject always to the terms of the Intercreditor
Agreement.






	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party.






	11.	 	TAXES, EXPENSES AND INDEMNITY






	 	(a)	 	The 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, 2.12, 2.15,
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 16.2 (Interest).






	 	(c)	 	The Chargor 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.






	12.	 	DELEGATION






	12.1	 	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.






	12.2	 	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.




15









 












	12.3	 	Liability






	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.






	13.	 	FURTHER ASSURANCES






	 	 	The 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 creates a Security
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
the 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.






	14.	 	POWER OF ATTORNEY






	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, the Chargor, by way of security,
irrevocably and severally appoints the Collateral Agent and each Receiver to be its
attorney to take any action which the Chargor is obliged to take under this Deed. The
Chargor ratifies and confirms whatever any attorney does or purports to do under its
appointment under this Clause.






	15.	 	PRESERVATION OF SECURITY






	15.1	 	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.




16









 












	15.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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 the 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.






	15.3	 	Waiver of defences






	 	 	The obligations of the 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.






	15.4	 	Immediate recourse






	 	 	The 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 the Chargor under this Deed.






	15.5	 	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 the Chargor under this Deed:




17









 












	 	(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 the
Chargor or on account of the
Chargor’s liability under this Deed.






	15.6	 	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,






	 	 	the Chargor will not, 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 the 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.






	 	 	The 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.






	15.7	 	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.






	15.8	 	Delivery of documents






	 	 	To the extent the 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




18









 












	 	 	Term Loan Documents, the Chargor’s obligations hereunder with respect to such delivery
shall be deemed satisfied by the delivery to the Term Loan Collateral Agent.






	15.9	 	Security held by Chargor






	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The
Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.






	16.	 	MISCELLANEOUS






	16.1	 	Covenant to pay






	 	 	The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the
Credit Agreement.






	16.2	 	Interest






	 	 	If the 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.






	16.3	 	Tacking






	 	 	Each Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).






	16.4	 	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 Obligation.






	16.5	 	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 the Chargor has with any
Secured Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and






	 	(b)	 	no Secured Obligation is due and payable,




19









 












	 	 	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.






	16.6	 	Notice of assignment






	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a
debt owed by the Chargor to any other member of the Group and contained in any Loan
Document.






	16.7	 	Perpetuity period






	 	 	The perpetuity period for the trusts in this Deed is 125 years.






	16.8	 	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 Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
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. In each case, the parties agree that the method of valuation
provided for in this Deed shall constitute a commercially reasonable method of
valuation for the purposes of the Regulations.






	17.	 	RELEASE






	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is reasonably
necessary to release the relevant Security Assets (whether in whole or in part) from this
Security, provided that to the extent that any Security Interests granted by the Chargor
over the Revolving Credit Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Term Loan Security Agreement, including
serving any notice thereunder.






	18.	 	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.




20









 












	19.	 	NOTICES






	19.1	 	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.






	19.2	 	Addresses






	 	 	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 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.






	19.3	 	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 Agent’s communication details
(or any substitute department or officer as the Collateral Agent shall specify for
this purpose).






	19.4	 	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 19.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.






	19.5	 	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.






	20.	 	GOVERNING LAW






	 	 	This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.




21









 













	21.	 	ENFORCEMENT






	21.1	 	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 Deed, 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. The 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.






	21.2	 	Service of process






	 	(a)	 	The Chargor appoints the Charged Company as its agent under this Deed for
service of process in any proceedings before the English courts in connection with
this Deed and will procure that the Charged Company accepts such appointment.






	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of
such event taking place) appoint another agent on terms acceptable to the Collateral
Agent. Failing this, the Collateral Agent may appoint another process agent for this
purpose.






	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.






	 	(d)	 	This Subclause does not affect any other method of service allowed by law.






	21.3	 	Waiver of immunity






	 	 	The Chargor irrevocably and unconditionally:






	 	(a)	 	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;




22









 












	 	(b)	 	consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and






	 	(c)	 	waives all rights of immunity in respect of it or its assets.






	21.4	 	Waiver of trial by jury






	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.




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SCHEDULE 1




SECURITY ASSETS




CHARGED SHARES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of nominee (if	 	 	 	 	 
	 	 	Name of Charged	 	any) by whom shares	 	 	 	Number of shares	 
	Chargor	 	Company	 	are held	 	Class of shares held	 	held	 
	Novelis Inc
	 	Novelis Europe	 	 	 	 	 	 	 	 
	 
	 	Holdings Limited	 	 	 	Ordinary	 	 	165,631,965	 
	 
	Novelis Inc
	 	Novelis Europe	 	 	 	 	 	 	 	 
	 
	 	Holdings Limited	 	 	 	Preferred	 	 	144,928,900	 






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SIGNATORIES




	 	 	 	 	 	 	 
	Executed as a deed by
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	NOVELIS, INC. acting by

	 	 	)	 	 	Authorised signatory
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 






25









 






SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:




	 	 	 	 	 
	 	 
	
 	 
	Peter M. Walther, Senior Vice President 	 
	 	 
	 




26











 





EXECUTION COPY




Dated __ December 2010




Between



BANK OF AMERICA, N.A.



as Collateral Agent and Administrative Agent



and



THE COMPANIES LISTED IN SCHEDULE 1




as Original Chargors




 






SECURITY TRUST DEED



 




NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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 DEED,
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1.Definitions And Interpretation

	 	 	1	 
	 
	 	 	 	 
	2.Trust For The Secured Parties

	 	 	4	 
	 
	 	 	 	 
	3.Application Of Proceeds

	 	 	4	 
	 
	 	 	 	 
	4.Collateral Agent’s Actions

	 	 	5	 
	 
	 	 	 	 
	5.Resignation Of Collateral Agent

	 	 	11	 
	 
	 	 	 	 
	6.Change Of Party

	 	 	11	 
	 
	 	 	 	 
	7.Delegation And Additional Collateral Agents

	 	 	12	 
	 
	 	 	 	 
	8.Taxes, Expenses And Indemnity

	 	 	13	 
	 
	 	 	 	 
	9.Amendments And Releases

	 	 	13	 
	 
	 	 	 	 
	10.Miscellaneous

	 	 	14	 
	 
	 	 	 	 
	11.Remedies And Waivers, Partial Invalidity

	 	 	14	 
	 
	 	 	 	 
	12.Notices

	 	 	14	 
	 
	 	 	 	 
	13.Winding-Up Of Trust And Perpetuity Period

	 	 	16	 
	 
	 	 	 	 
	14.Chargors

	 	 	16	 
	 
	 	 	 	 
	15.Counterparts

	 	 	17	 
	 
	 	 	 	 
	16.Governing Law

	 	 	17	 
	 
	 	 	 	 
	17.Enforcement

	 	 	17	 
	 
	 	 	 	 
	Schedule 1 Original Chargors

	 	 	19	 
	 
	 	 	 	 
	Schedule 2 Form Of Agent Accession Undertaking

	 	 	20	 
	 
	 	 	 	 
	Schedule 3 Form Of Chargor Accession Undertaking

	 	 	22	 






 









 





THIS DEED is dated __ December 2010




BETWEEN





	(1)	 	BANK OF AMERICA, N.A., as agent and trustee for the Secured Parties (as defined in the Credit
Agreement defined below) (the Collateral Agent);
	 
	(2)	 	BANK OF AMERICA, N.A., as administrative agent for the Secured Parties (each defined in the
Credit Agreement) (defined below) (the Administrative Agent); and
	 
	(3)	 	THE COMPANIES LISTED IN SCHEDULE 1 as original chargors (the Original Chargors).




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions






Terms defined in the Credit Agreement (defined below) shall, unless otherwise defined
in this Deed, have the same meaning when used in this Deed and in addition:




Additional Chargor means a member of the Group which enters into a Security Document after
the date of this Deed.




Agent Accession Undertaking means an undertaking in substantially the form set out in
Schedule 2.




Chargor means an Original Chargor and any Additional Chargor.




Chargor Accession Undertaking means an undertaking substantially in the form set out in
Schedule 3.




Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.




English Guarantee and Security Agreement means the English law guarantee and security
agreement dated on or about the date of this Deed between Novelis UK, Novelis Europe,
Novelis Services and the Collateral Agent.




English Security over Accounts Agreement means each of (a) the English law security over
accounts agreement between Novelis Luxembourg and the Collateral Agent; (b) the English law
security over accounts agreement between Novelis Switzerland and the Collateral Agent; (c)
the English law security over accounts agreement between Novelis Switzerland AG and the
Collateral Agent; (d) the English law security over accounts agreement between Novelis
Italia and the Collateral Agent; (e) the English law security over accounts agreement
between Novelis Foil France and the Collateral Agent; (f) the English law security over
accounts agreement between Novelis France and the Collateral Agent; (g) the English law
security over accounts agreement between Novelis Inc and the Collateral Agent; and (h) the
English law security over accounts agreement between Novelis US and the Collateral Agent.



1









 






English Security over Accounts and IP Agreement means the English law security agreement
dated on or about the date of this Deed between Novelis Germany and the Collateral Agent.




English Security Documents means each of the English Guarantee and Security Agreement, the
English Security over Accounts and IP Agreement, the English Security over Accounts
Agreements and the English Share Mortgage.




English Share Mortgage means the English law share mortgage dated on or about the date of
this Deed between Novelis Inc and the Collateral Agent.




Group means Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.




Irish Guarantee and Security Agreement means the Irish law guarantee and security agreement
dated on or about the date of this Deed between Novelis Ireland and the Collateral Agent.




Irish Security Documents means each of the Irish Guarantee and Security Agreement and the
Irish Share Charges.




Irish Share Charge means each of (a) the Irish law share charge in respect of shares in
Novelis Ireland dated on or about the date of this Deed between Novelis UK and the
Collateral Agent and (b) the Irish law share charge in respect of shares in Novelis Ireland
dated on or about the date of this Deed between Novelis Europe and the Collateral Agent.




Outstanding Amount at any time in relation to a Secured Party means the aggregate of the
amounts which are owing, actually or contingently, at such time by any Chargor to that
Secured Party (other than to the Collateral Agent in its capacity as collateral agent) under
the Loan Documents, whether or not due.




Party means a party to this Deed.




Receiver means a receiver and manager or a receiver or, where permitted by law, an
administrative receiver of the whole or part of the Secured Property and that term will
include any appointee under a joint and/or several appointment, in each case, appointed
under any Security Document.




Secured Property means all the assets of the Chargors which from time to time are, or are
expressed to be, the subject of the Transaction Security.




Security Documents means (a) the English Security Documents, (b) the Irish Security
Documents and (c) any other document governed by English or Irish law that evidences or
creates any guarantee or any security over any asset of any Chargor to guarantee or secure
the Secured Obligations in favour of the Collateral Agent and/or is designated a “Security
Document” for the purposes of this Deed by the Collateral Agent and the Chargors.



2









 






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.




Transaction Security means any guarantee or Security Interest created or expressed to be
created in favour of the Collateral Agent pursuant to the Security Documents.




Trustee Acts means the Trustee Act 1925 the Trustee Act 2000 of England and Wales and the
Trustee Acts of Ireland.




	1.2	 	Construction





     In this Deed:




	 	(i)	 	the rules of interpretation contained in Clause 1.2
(Interpretation) of the Guarantee and Security Agreement shall apply to the
construction of this Deed, but as if references to the Credit Agreement were to
this Deed; and
	 
	 	(ii)	 	the Parties intend that this document shall take effect as a deed
notwithstanding the fact that a Party may only execute this document under hand.






	1.3	 	Third Party Rights






	 	(a)	 	Unless expressly provided to the contrary in this Deed, a person who is not a Party
has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties
Act) to enforce or to enjoy the benefit of any term of this Deed.
	 
	 	(b)	 	Notwithstanding any term of this Deed, the consent of any person who is not a
Party is not required to rescind or vary this Deed at any time.






	1.4	 	The Collateral Agent
	 
	 	 	The Collateral Agent is entitled to all of the rights and benefits of Article 10 of the
Credit Agreement, and to the extent that Article 10 of the Credit Agreement is inconsistent
with the provisions of this Deed, the provisions of Article 10 of the Credit Agreement shall
prevail.






	1.5	 	Conflict with the provisions of this Deed
	 
	 	 	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 DEED 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
DEED, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. EXCEPT AS
PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT
AGREEMENT,




3









 












INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY
COLLATERAL AGENT.




WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS
AND PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.




	2.	 	TRUST FOR THE SECURED PARTIES






	 	(a)	 	The Collateral Agent declares that it shall hold the Transaction Security on trust
for those entities which are from time to time Secured Parties, to the extent that such
Transaction Security purports to guarantee or secure the Secured Obligations.
	 
	 	(b)	 	Each of the Parties agrees that the Collateral Agent shall have only those
duties, obligations and responsibilities expressly specified in this Deed or any other
Loan Document (and no others shall be implied).






	3.	 	APPLICATION OF PROCEEDS
	 
	3.1	 	Order of Application






	 	(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 this 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, but
subject always to the terms of the Intercreditor Agreement.
	 
	 	(b)	 	This Clause shall not prejudice the right of any Secured Party to recover any
shortfall from any Chargor.






	3.2	 	Investment of Proceeds
	 
	 	 	Prior to the application of the proceeds of the Transaction Security in accordance with
Clause 3.1 (Order of Application) the Collateral Agent may, at its discretion, hold all or
part of those proceeds in an interest bearing suspense or impersonal account(s) in the name
of the Collateral Agent or the Administrative Agent with such financial institution
(including itself) for so long as the Collateral Agent shall think fit or as the Required
Lenders may direct (the interest being credited to the relevant account) pending the
application from time to time of those monies at the Collateral Agent’s discretion in
accordance with the provisions of this Clause 3.






4









 











	3.3	 	Currency Conversion






	 	(a)	 	For the purpose of or pending the discharge of any of the Secured Obligations the
Collateral Agent may convert any moneys received or recovered by the Collateral Agent
from one currency to another, at the spot rate at which the Collateral Agent is able to
purchase the currency in which the Secured Obligations are due with the amount
received.
	 
	 	(b)	 	The obligations of the Chargors to pay in the due currency shall only be
satisfied to the extent of the amount of the due currency purchased after deducting the
costs of conversion.






	3.4	 	Permitted Deductions
	 
	 	 	The Collateral Agent shall be entitled (a) to set aside by way of reserve amounts
required to meet, and (b) to make and pay, any deductions (on account of Taxes or
otherwise), which it is or may be required by any applicable law to make from any
distribution or payment made by it under this Deed, and to pay all Taxes which may be
assessed against it in respect of any of the Secured Property, or as a consequence of
performing its duties, or by virtue of its capacity as Collateral Agent under any of the
Loan Documents or otherwise (other than in connection with its remuneration for performing
its duties under this Deed).






	3.5	 	Discharge of Secured Obligations






	 	(a)	 	Any payment to be made to the Lenders in respect of the Secured Obligations by the
Collateral Agent may be made to the Administrative Agent on behalf of the Lenders and
any payment so made shall be a good discharge to the extent of that payment, to the
Collateral Agent.
	 
	 	(b)	 	The Collateral Agent is under no obligation to make payment to the
Administrative Agent under Clause 3.5(a) in the same currency as that in which the
relevant Lender’s Outstanding Amounts are denominated.






	3.6	 	Sums received by Chargors
	 
		 	If any of the Chargors receives any sum which, pursuant to any of the Loan Documents,
should have been paid to the Collateral Agent or the Administrative Agent, the relevant
Chargor shall procure that such sum shall promptly be paid to the Collateral Agent for
application in accordance with this Clause and pending such payment Novelis Europe shall
procure that such sum shall be held by that Chargor on trust for the Collateral Agent.






	3.7	 	No Security Interest

	 
		 	No part of this Deed is intended to or shall create a registerable Security Interest.






	4.	 	COLLATERAL AGENT’S ACTIONS






	4.1	 	Collateral Agent’s Instructions

	 
		 	The Collateral Agent shall:






	 	(a)	 	except as otherwise provided, act in accordance with any instructions given to
it by the Administrative Agent and shall be entitled to assume that (i) any
instructions received by it from the Administrative Agent are duly given by or on






5









 





	 	 	 	behalf of the Required Lenders or, as the case may be, the Lenders in accordance with
the terms of the Loan Documents and (ii) unless it has received actual notice of
revocation, that any such instructions or directions have not been revoked;






	 	(b)	 	if it receives any instructions or directions from the Administrative Agent to
take any action in relation to the Transaction Security, assume that all applicable
conditions under the Loan Documents for taking that action have been satisfied;
	 
	 	(c)	 	be entitled to request instructions, or clarification of any direction, from
the Administrative Agent as to whether, and in what manner, it should exercise or
refrain from exercising any rights, powers and discretions and the Collateral Agent may
refrain from acting unless and until those instructions or clarification are received
by it; and
	 
	 	(d)	 	be entitled to carry out all dealings with the Lenders through the
Administrative Agent and may give to the Administrative Agent any notice or other
communication required to be given by the Collateral Agent to the Lenders.






	4.2	 	Collateral Agent’s Actions
	 
	 	 	Subject to the provisions of this Clause 4:






	 	(a)	 	the Collateral Agent may in the absence of any instructions to the contrary,
take such action in the exercise of any of its powers and duties under the Loan
Documents which in its absolute discretion it considers to be for the protection and
benefit of all the Secured Parties; and
	 
	 	(b)	 	at any time after receipt by the Collateral Agent of notice from the
Administrative Agent directing the Collateral Agent to exercise all or any of its
rights, remedies, powers or discretions under any of the Loan Documents to enforce any
Transaction Security, the Collateral Agent may, and shall if so directed by the
Administrative Agent take any action as in its sole discretion it thinks fit to enforce
the Transaction Security.






	4.3	 	Collateral Agent’s Discretions
	 
	 	 	The Collateral Agent may:






	 	(a)	 	assume, unless it has, in its capacity as Collateral Agent for the Secured
Parties, received actual notice to the contrary, that (a) no Default or Event of
Default has occurred and no Chargor is in breach of or default under its obligations
under any of the Loan Documents and (b) any right, power, authority or discretion
vested by any Loan Document in any person has not been exercised;
	 
	 	(b)	 	engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts (whether obtained by the Collateral Agent or by any other
Secured Party) whose advice or services may at any time seem necessary, expedient or
desirable;
	 
	 	(c)	 	rely upon any communication or document believed by it to be genuine and, as to
any matters of fact which might reasonably be expected to be within the





6









 





	 	 	 	knowledge of a
Secured Party or a Chargor, upon a certificate signed by or on behalf of that person;
and
	 
	 	(d)	 	refrain from acting in accordance with the instructions of the Administrative
Agent (including bringing any legal action or proceeding arising out of or in
connection with the Loan Documents) until it has received any indemnification and/or
security that it may in its absolute discretion require (whether by way of payment in
advance or otherwise) for all costs, losses and liabilities which it may incur in
bringing such action or proceedings.






	4.4	 	Collateral Agent’s Obligations
	 
	 	 	The Collateral Agent shall promptly inform the Administrative Agent of:






	 	(a)	 	the contents of any notice or document received by it in its capacity as
Collateral Agent from any Chargor under any Loan Document; and
	 
	 	(b)	 	the occurrence of any Event of Default or any default by a Chargor in the due
performance of or compliance with its obligations under any Loan Document of which the
Collateral Agent has received notice from any other party to this Deed.






	4.5	 	Excluded Secured Obligations
	 
	 	 	Notwithstanding anything to the contrary expressed or implied in this Deed or a
Security Document, the Collateral Agent shall not:






	 	(a)	 	be bound to enquire as to (i) the occurrence or otherwise of any Default or
Event of Default or (ii) the performance, default or any breach by a Chargor of its
obligations under any of the Loan Documents;
	 
	 	(b)	 	be bound to account to any other Secured Party for any sum or the profit
element of any sum received by it for its own account;
	 
	 	(c)	 	be bound to disclose to any other person (including any Secured Party) (i) any
confidential information or (ii) any other information if disclosure would or might in
its reasonable opinion constitute a breach of any law or be a breach of fiduciary duty;
	 
	 	(d)	 	be under any obligations other than those which are specifically provided for
in the Loan Documents; or
	 
	 	(e)	 	have or be deemed to have any duty, obligation or responsibility to, or
relationship of trust or agency with, any Chargor.






	4.6	 	Exclusion of Collateral Agent’s Liability

	 
	 	 	Unless caused directly by its gross negligence or wilful misconduct the Collateral
Agent shall not accept responsibility or be liable for:






	 	(a)	 	the adequacy, accuracy and/or completeness of any information supplied by the
Collateral Agent or any other person in connection with the Loan Documents or the
transactions contemplated in the Loan Documents, or any other agreement,





7









 






	 	 	 	arrangement or
document entered into, made or executed in anticipation of, pursuant to or in
connection with the Loan Documents;
	 
	 	(b)	 	the legality, validity, effectiveness, adequacy or enforceability of any Loan
Document or the Transaction Security or any other agreement, arrangement or document
entered into, made or executed in anticipation of, pursuant to or in connection with
any Loan Document or the Transaction Security;
	 
	 	(c)	 	any losses to any person or any liability arising as a result of taking or
refraining from taking any action in relation to any of the Loan Documents or the
Transaction Security or otherwise;
	 
	 	(d)	 	the exercise of, or the failure to exercise, any judgment, discretion or power
given to it by or in connection with any of the Loan Documents, the Transaction
Security or any other agreement, arrangement or document entered into, made or executed
in anticipation of, pursuant to or in connection with the Loan Documents or the
Transaction Security; or
	 
	 	(e)	 	any shortfall which arises on the enforcement of the Transaction Security.






	4.7	 	No Proceedings
	 
	 	 	No Party (other than the Collateral Agent) may take any proceedings against any
officer, employee or agent of the Collateral Agent in respect of any claim it might have
against the Collateral Agent or in respect of any act or omission of any kind by that
officer, employee or agent in relation to any Security Document and any officer, employee or
agent of the Collateral Agent may rely on this Clause subject to Clause 1.3 (Third Party
Rights) and the provisions of the Third Parties Act.






	4.8	 	Own Responsibility
	 
	 	 	It is understood and agreed by each Secured Party at all times that that Secured Party
has itself been and will continue to be solely responsible for making its own independent
appraisal of and investigation into all risks arising under or in connection with the Loan
Documents including but not limited to:






	 	(a)	 	the financial condition, creditworthiness, condition, affairs, status and
nature of each of the Chargors;
	 
	 	(b)	 	the legality, validity, effectiveness, adequacy and enforceability of each of
the Loan Documents and the Transaction Security and any other agreement, arrangement or
document entered into, made or executed in anticipation of, pursuant to or in
connection with the Loan Documents or the Transaction Security;
	 
	 	(c)	 	whether that Secured Party has recourse, and the nature and extent of that
recourse, against any Chargor or any other person or any of their respective assets
under or in connection with the Loan Documents, the transactions contemplated in the
Loan Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, pursuant to or in connection with the Loan Documents;





8









 






	 	(d)	 	the adequacy, accuracy and/or completeness of any information provided by any
person in connection with the Loan Documents, the transactions contemplated in the Loan
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, pursuant to or in connection with the Loan Documents; and
	 
	 	(e)	 	the right or title of any person in or to, or the value or sufficiency of any
part of the Secured Property, the priority of any of the Transaction Security or the
existence of any Security Interest affecting the Secured Property,








and each Secured Party warrants to the Collateral Agent that it has not relied on and will
not at any time rely on the Collateral Agent in respect of any of these matters.




	4.9	 	No responsibility to perfect Transaction Security
	 
	 	 	The Collateral Agent shall not be liable for any failure to:






	 	(a)	 	require the deposit with it of any deed or document certifying, representing or
constituting the title of any Chargor to any of the Secured Property;
	 
	 	(b)	 	obtain any licence, consent or other authority for the execution, delivery,
legality, validity, enforceability or admissibility in evidence of any of the Loan
Documents or the Transaction Security;
	 
	 	(c)	 	register, file or record or otherwise protect any of the Transaction Security
(or the priority of any of the Transaction Security) under any applicable laws in any
jurisdiction or to give notice to any person of the execution of any of the Loan
Documents or of the Transaction Security;
	 
	 	(d)	 	take, or to require any of the Chargors to take, any steps to perfect its title
to any of the Secured Property or to render the Transaction Security effective or to
secure the creation of any ancillary security under the laws of any jurisdiction; or
	 
	 	(e)	 	require any further assurances in relation to any Security Document.






	4.10	 	Insurance by Collateral Agent






	 	(a)	 	The Collateral Agent shall not be under any obligation to insure any of the Secured
Property, to require any other person to maintain any insurance or to verify any
obligation to arrange or maintain insurance contained in the Loan Documents. The
Collateral Agent shall not be responsible for any loss which may be suffered by any
person as a result of the lack of or inadequacy of any such insurance.
	 
	 	(b)	 	Where the Collateral Agent is named on any insurance policy as an insured
party, it shall not be responsible for any loss which may be suffered by reason of,
directly or indirectly, its failure to notify the insurers of any material fact
relating to the risk assumed by the insurers or any other information of any kind,
unless any Secured Party shall have requested it to do so in writing and the Collateral
Agent shall have failed to do so within fourteen days after receipt of that request.





9









 











	4.11	 	Custodians and Nominees
 

The Collateral Agent may appoint and pay any person to act as a custodian or nominee on
any terms in relation to any assets of the trust as the Collateral Agent may determine,
including for the purpose of depositing with a custodian this Deed or any document relating
to the trust created under this Deed and the Collateral Agent shall not be responsible for
any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the
misconduct, omission or default on the part of any person appointed by it under this Deed or
be bound to supervise the proceedings or acts of any person.
	 
	4.12	 	Acceptance of Title


The Collateral Agent shall be entitled to accept without enquiry, and shall not be
obliged to investigate, such right and title as each of the Chargors may have to any of the
Secured Property and shall not be liable for or bound to require the relevant Chargor to
remedy any defect in its right or title.
	 
	4.13	 	Refrain from Illegality


The Collateral Agent may refrain from doing anything which in its opinion will or may
be contrary to any relevant law, directive or regulation of any jurisdiction which would or
might otherwise render it liable to any person, and the Collateral Agent may do anything
which is, in its opinion, necessary to comply with any law, directive or regulation.
	 
	4.14	 	Business with the Chargors


The Collateral Agent may accept deposits from, lend money to, and generally engage in
any kind of banking or other business with any of the Chargors.
	 
	4.15	 	Powers Supplemental


The rights, powers and discretions conferred upon the Collateral Agent by this Deed
shall be supplemental to the Trustee Acts and in addition to any which may be vested in the
Collateral Agent by general law or otherwise.
	 
	4.16	 	Collateral Agent Separate


In acting as Collateral Agent for the Secured Parties, Bank of America, N.A. shall be
regarded as a separate entity from Bank of America, N.A. as Administrative Agent, Lender and
in any other capacity and any information received in such other capacity shall not be
regarded as having been given to Bank of America, N.A. in its capacity as Collateral Agent
unless actually received by it in that capacity.
	 
	4.17	 	Disapplication


Section 1 of the Trustee Act 2000 shall not apply to the duties of the Collateral Agent
in relation to the trusts constituted by this Deed. Where there are any inconsistencies
between the Trustee Acts and the provisions of this Deed, the provisions of this Deed shall,
to the extent allowed by law, prevail and, in the case of any inconsistency with the Trustee
Act 2000, the provisions of this Deed shall constitute a restriction or exclusion for the
purposes of that Act.





10









 











	5.	 	RESIGNATION OF COLLATERAL AGENT






	5.1	 	Resignation of Collateral Agent






	 	(a)	 	The Collateral Agent may resign and a new Collateral Agent may be appointed in
accordance with the provisions of Section 10.07 of the Credit Agreement.
	 
	 	(b)	 	The retiring Collateral Agent shall (at its own cost except where it resigns
pursuant to paragraph (d) below) make available to the successor Collateral Agent such
documents and records and provide such assistance as the successor Collateral Agent may
reasonably request for the purposes of performing its functions as Collateral Agent
under the Loan Documents.
	 
	 	(c)	 	The Loan Parties party hereto will (at their own cost) take such action and
execute such documents as is required by the retiring Collateral Agent so that the
Transaction Security provides for effective and perfected security in favour of any
successor Collateral Agent.
	 
	 	(d)	 	The Required Lenders may, by notice to the Collateral Agent, require it to
resign in accordance with the provisions of Section 10.07 of the Credit Agreement. In
this event, the Collateral Agent shall resign in accordance with the provisions of
Section 10.07 of the Credit Agreement.






	6.	 	CHANGE OF PARTY






	6.1	 	Assignment


No Party may assign any of its rights or transfer any of its obligations under this
Deed except as expressly contemplated by this Deed or as may be required by law.






	6.2	 	Change of Collateral Agent and Administrative Agent


Without prejudice to section 10.07 of the Credit Agreement, any person which is
appointed as the Collateral Agent or the Administrative Agent after the date of this Deed,
in each case in accordance with the provisions of Section 10.07 of the Credit Agreement,
shall execute and deliver to the Collateral Agent (or, if appropriate the outgoing
Collateral Agent) and the Administrative Agent (or, if appropriate the outgoing
Administrative Agent) an Agent Accession Undertaking and, with effect from:






	 	(a)	 	the date of acceptance by both the Administrative Agent (or, if appropriate the
outgoing Administrative Agent) and the Collateral Agent (or, if appropriate the
outgoing Collateral Agent); and
	 
	 	(b)	 	subject to all necessary steps having been taken to transfer and/or, as the
case may be, retake (and duly perfect, as required) the Transaction Security
(including, without limitation, delivery (and/or filing, as applicable) of all
necessary corporate authorities, legal opinions, notices, acknowledgements,
certificates of discharge, transfer certificates, share certificates or any other
documents of title):






	 	(i)	 	the outgoing Collateral Agent or Administrative Agent (as
appropriate) shall be discharged from further obligations under this Deed and
their respective rights against one another shall be cancelled (except in each
case for those rights which arose prior to such date, and in the case of the




11









 






	 	 	 	Collateral Agent, its rights under Clause 4 (Collateral Agent’s Actions) and
Clause 8 (Taxes, Expenses and Indemnity); and
	 
	 	(ii)	 	the replacement Collateral Agent or Administrative Agent (as
appropriate) shall assume the same obligations, and become entitled to the same
rights, as a Collateral Agent or Administrative Agent (as appropriate) under
this Deed as if it had been an original party to this Deed.






	6.3	 	Additional Chargor


The Chargors shall procure that any Additional Chargor shall execute and deliver to the
Collateral Agent a Chargor Accession Undertaking and with effect from the date of acceptance
by the Collateral Agent, the Additional Chargor will become a party to this Deed.






	6.4	 	Credit Agreement


The Parties acknowledge Section 10.15 of the Credit Agreement.






	7.	 	DELEGATION AND ADDITIONAL COLLATERAL AGENTS






	7.1	 	Delegation






	 	(a)	 	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.
	 
	 	(b)	 	Any such delegation may be made upon any terms (including power to
sub-delegate) which the Collateral Agent or any Receiver may think fit.
	 
	 	(c)	 	Neither the Collateral Agent nor any Receiver will be in any way liable or
responsible for any loss or liability arising from any act, default, omission or
misconduct on the part of any Delegate.






	7.2	 	Additional Collateral Agents






	 	(a)	 	The Collateral Agent may at any time appoint (and subsequently remove) any person
to act as a separate Collateral Agent or as a co-Collateral Agent jointly with it (i)
if it considers that appointment to be in the interests of the Secured Parties or (ii)
for the purposes of conforming to any legal requirements, restrictions or conditions
which the Collateral Agent deems to be relevant or (iii) for obtaining or enforcing any
judgment in any jurisdiction, and the Collateral Agent shall give prior notice to
Novelis Europe and the Administrative Agent of any such appointment.
	 
	 	(b)	 	Any person so appointed (subject to the terms of this Deed) shall have the
rights, powers and discretions (not exceeding those conferred on the Collateral Agent
by this Deed) and the duties and obligations as are conferred or imposed by the
instrument of appointment.
	 
	 	(c)	 	The remuneration the Collateral Agent may pay to any person, and any costs and
expenses incurred by that person in performing its functions pursuant to that
appointment shall, for the purposes of this Deed, be treated as costs and expenses
incurred by the Collateral Agent.




12









 












	8.	 	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, 7.10, 11.03 and
11.18 of the Credit Agreement.
	 
	 	(b)	 	And 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 10.3 (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.






	9.	 	AMENDMENTS AND RELEASES






	9.1	 	Amendments






	 	(a)	 	Unless the provisions of any Loan Document expressly provide otherwise, the
Collateral Agent may, if authorised pursuant to the terms of the Credit Agreement,
amend the terms of, waive any of the requirements of, or grant consents under, this
Deed or any of the Security Documents, any such amendment, waiver or consent being
binding on all the parties to this Deed and the Collateral Agent shall be under no
liability whatsoever in this respect.
	 
	 	(b)	 	No new or additional obligations may be imposed upon the Collateral Agent or
the Administrative Agent without the consent of the Collateral Agent or, as the case
may be, the Administrative Agent.
	 
	 	(c)	 	Any amendment or waiver which relates to the rights of the Collateral Agent or
the Administrative Agent shall not be effective without the consent of the Collateral
Agent or the Administrative Agent respectively.






	9.2	 	Releases


Upon a disposal of any of the Secured Property:






	 	(a)	 	pursuant to the enforcement of the Transaction Security by a Receiver or the
Collateral Agent; or
	 
	 	(b)	 	if that disposal is permitted under the Loan Documents,






the Collateral Agent shall (at the sole cost of the Chargors) release that property from the
Transaction Security and is authorised to execute, without the need for any further
authority from the Secured Parties, any release of the Transaction Security or other claim
over that asset and to issue any certificates of non-crystallisation of floating charges
that may be required or desirable.



13









 






	10.	 	MISCELLANEOUS






	10.1	 	Secured Parties’ Information


The Secured Parties shall provide to the Administrative Agent, for transmission to the
Collateral Agent, such information as the Collateral Agent may reasonably specify (through
the Administrative Agent) as being necessary or desirable to enable the Collateral Agent to
perform its functions as Collateral Agent. Each Secured Party (other than the
Administrative Agent and the Collateral Agent) shall deal with the Collateral Agent
exclusively through the Administrative Agent and shall not deal directly with the Collateral
Agent.






	10.2	 	Chargors’ Waiver


Each of the Chargors hereby waives, to the extent permitted under applicable law, all
rights it may otherwise have to require that the Transaction Security be enforced in any
particular order or manner or at any particular time or that any sum received or recovered
from any person, or by virtue of the enforcement of any of the Transaction Security or any
other security, which is capable of being applied in or towards discharge of any of the
Secured Obligations is so applied.






	10.3	 	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.






	11.	 	REMEDIES AND WAIVERS, PARTIAL INVALIDITY






	11.1	 	Remedies and Waivers






	 	(a)	 	No failure to exercise, or any delay in exercising, on the part of any Secured
Party, any right or remedy under this Deed shall operate as a waiver of that right or
remedy, nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise thereof or the exercise of any other right or remedy.
	 
	 	(b)	 	The rights and remedies provided in this Deed are cumulative and not exclusive
of any rights or remedies provided by law.






	11.2	 	Partial Invalidity


If, at any time, any provision of this Deed is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Deed nor of such provision
under the laws of any other jurisdiction shall in any way be affected or impaired thereby.






	12.	 	NOTICES






	12.1	 	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.






14












 






	12.2	 	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
12.2(b) 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 12.2(a), the address of each Chargor shall be:




Novelis Europe Holdings Limited

Latchford Locks Works

Thelwell Lane

Warrington

Cheshire

United Kingdom

Attention: David Sneddon



and with a copy to:



Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH

Switzerland

Attention: Legal Department





	12.3	 	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 Agent’s communication details (or
any substitute department or officer as the Collateral Agent shall specify for this
purpose).






	12.4	 	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 12.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.




15









 












	12.5	 	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.






	13.	 	WINDING-UP OF TRUST AND PERPETUITY PERIOD
	 
	13.1	 	Winding up of Trust
	 
	 	 	If the Collateral Agent, with the approval of the Required Lenders, determines that (a)
all of the Secured Obligations and all other obligations secured by each Security Document
have been fully and finally discharged and (b) none of the Secured Parties is under any
commitment, obligation or liability (whether actual or contingent) to make advances or
provide other financial accommodation to any Loan Party pursuant to the Loan Documents, the
trusts set out in this Deed shall be wound up. At that time the Collateral Agent shall, at
the request of and at the sole cost of the Chargors, release, without recourse or warranty,
all of the Transaction Security then held by it and the rights of the Collateral Agent under
each of the Security Documents, at which time each of the Collateral Agent, the
Administrative Agent, the Secured Parties and the Chargors shall be released from their
obligations under this Deed (save for those which arose prior to such winding-up).
	 
	13.2	 	Perpetuity Period
	 
	 	 	The perpetuity period for the trusts in this Deed is 125 years from the date of this
Deed.
	 
	14.	 	CHARGORS






	 	(a)	 	All communications under this Deed to or from a Secured Party must be sent through
the Collateral Agent or the Administrative Agent.
	 
	 	(b)	 	Each Chargor 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 Chargor; this includes any amendment or
waiver of this Deed which would otherwise have required the consent of the
Chargors.






	 	(c)	 	Novelis Europe hereby accepts the appointment under Clause 14(b).
	 
	 	(d)	 	Any communication given to Novelis Europe in connection with this Deed will be
deemed to have been given also to the other Chargors.




16









 






	 	(e)	 	The Collateral Agent may assume that any communication made by Novelis Europe
is made with the consent of each Chargor.






	15.	 	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.
	 
	16.	 	GOVERNING LAW
	 
	 	 	This Deed and any non-contractual obligations arising out of or in connection with it
are governed by English law.
	 
	17.	 	ENFORCEMENT
	 
	17.1	 	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 Deed, 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.






	17.2	 	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.




17









 












	17.3	 	Service of process
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, each
Chargor (other than a Chargor incorporated in England and Wales);






	 	(a)	 	irrevocably appoints Novelis Europe as its agent for service of process in
relation to any proceedings before the English courts in connection with this Deed; and
Novelis Europe hereby accepts such appointment.
	 
	 	(b)	 	agrees that failure by a process agent to notify the relevant Chargor of the
process will not invalidate the proceedings concerned.
	 
	 	(c)	 	If any person appointed as an agent for service of process is unable for any
reason to act as agent for service of process, each Chargor must immediately (and in
any event within 14 days of such event taking place) appoint another agent on terms
acceptable to the Collateral Agent. Failing this, the Collateral Agent may appoint
another agent for this purpose.
	 
	 	(d)	 	Each Chargor expressly agrees and consents to the provisions of this Clause 17
and Clause 16 (Governing Law).






	17.4	 	Waiver of trial by jury
	 
	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
IN CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




THIS DEED has been executed and delivered as a deed on the date stated at the beginning of this
Deed.







18









 








SCHEDULE 1




Original Chargors




	(1)	 	NOVELIS INC. a corporation amalgamated under the Canada Business Corporations Act (Novelis
Inc).
	 
	(2)	 	NOVELIS UK LTD (registered number 00279596) with its registered office at Latchford Lock
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN (Novelis UK).
	 
	(3)	 	NOVELIS SERVICES LIMITED (registered number 06628654) with its registered office at
Latchford Lock Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN (Novelis Services).
	 
	(4)	 	NOVELIS EUROPE HOLDINGS LIMITED (registered number 05308334) with its registered office at
Latchford Lock Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN (Novelis Europe).
	 
	(5)	 	NOVELIS DEUTSCHLAND GMBH a limited liability company organized under the laws of Germany,
having its business address at Hannoversche Strasse 1, 37075 Goettingen, Germany which is
registered in the commercial register at the local court (Amtsgericht) of Göttingen under HRB
772 (Novelis Germany).
	 
	(6)	 	NOVELIS ALUMINIUM HOLDING COMPANY (registered number 316911) with its registered office at
25/28 North Wall Quay, Dublin 1, Ireland (Novelis Ireland).
	 
	(7)	 	NOVELIS LUXEMBOURG S.A. a limited liability company organized under the laws of Luxembourg,
having its registered office address at Zone Industrielle Riedgen, L-3451, Dudelange and is
registered in the commercial and companies register under number B19358 (Novelis Luxembourg).
	 
	(8)	 	NOVELIS SWITZERLAND S.A. a limited liability company organized under the laws of Switzerland,
having its registered office at in registered office in Sierre, Switzerland under
CH-626.3.009.511-7 (Novelis Switzerland).
	 
	(9)	 	NOVELIS AG a limited liability company organized under the laws of Switzerland, having its
registered office at in Küsnacht ZH, Switzerland under CH-020.3.001.551-5 (Novelis Switzerland
AG).
	 
	(10)	 	NOVELIS ITALIA SPA a limited liability company incorporated under the laws of Italy, having
its registered office at Bresso (Milano), Via Vittorio Veneto 106 which is registered with the
register of Companies of Milan and tax code under no. 04598460964 (Novelis Italia).
	 
	(11)	 	NOVELIS FOIL FRANCE S.A.S. A French “Société par actions simplifiée” with a share capital of
EUR 8,198,725 Registered office: Le Moulin à Papier 27 250 Rugles, France Registered with the
Trade and Companies Registry of Evreux under number 414 870 121 (Novelis Foil France).
	 
	(12)	 	NOVELIS PAE S.A.S. a French Société par actions simplifiée with a share capital of EUR
4,040,000 Registered office: 725 rue Aristide Bergès — 38340 VOREPPE, France, Registered with
the Trade and Companies Registry of Grenoble under number 421 528 555 (Novelis France).




19









 











SCHEDULE 2




Form of Agent Accession Undertaking



	 	 	 

	To:

	 	[Insert full name of current Collateral Agent][, for itself and
on behalf of the Finance Parties] (as such term is defined in the
Security Trust Deed (as defined below)); and
	 
	 	 
	 

	 	[Insert full name of current Administrative Agent][, for itself
and on behalf of the Finance Parties] (as such term is defined in
the Security Trust Deed (as defined below)).





THIS UNDERTAKING is made on [date] by [new Collateral Agent / Administrative Agent] (the Acceding
Agent) in relation to the Security Trust Deed (the Security Trust Deed) dated [•], between, inter
alios, [•] as current Collateral Agent, the Secured Parties named therein. Terms defined in the
Security Trust Deed shall bear the same meanings when used in this Undertaking.



In consideration of the Acceding Agent being accepted for the purposes of the Security Trust Deed,
the Acceding Agent hereby confirms that, as from [date], it intends to be party to the Security
Trust Deed as [the Collateral Agent]/[the Administrative Agent], undertakes to perform all the
obligations expressed in the Security Trust Deed to be assumed by [the Collateral Agent]/[the
Administrative Agent] and agrees that it shall be bound by all the provisions of the Security Trust
Deed, as if it had been an original party to the Security Trust Deed.



This Undertaking shall be governed by and construed in accordance with English law.



THIS UNDERTAKING has been entered into on the date stated above.



Acceding [Collateral Agent]/[Administrative Agent ]



By:



Address for Notices:



Fax:



For attention of







20









 








Accepted and agreed by:



 
For and on behalf of [Collateral Agent]



By:



Date:




For and on behalf of [Collateral Agent / Administrative Agent]



By:



Date:







21









 








SCHEDULE 3




Form of Chargor Accession Undertaking



	 	 	 
	To:

	 	[Agent] as Collateral Agent
	 
	 	 
	From:

	 	[The Company] and [Proposed Additional Chargor]
	 
	 	 
	Date:

	 	[            ]






Security Trust Deed

dated [       ], 2010 (the Security Trust Deed)



We refer to the Security Trust Deed. This is a Chargor Accession Undertaking.





	1.	 	[Name of company] of [address/registered office] (the Additional Chargor) agrees to become a
party under the Security Trust Deed and to be bound by the terms of the Security Trust Deed as
an Additional Chargor.
	 
	2.	 	With effect from the date of this Deed:
	 
	(a)	 	the Additional Chargor will become a party to the Security Trust Deed as a Chargor;
	 
	(b)	 	the Additional Chargor will be bound by all the terms of the Security Trust Deed which are
expressed to be binding on a Chargor;
	 
	(c)	 	the Security Trust Deed will be read and construed for all purposes as if the Additional
Chargor had been an original party in the capacity of a Chargor;
	 
	(d)	 	any reference in the Security Trust Deed to “this Deed” and similar phrases will include this
Chargor Accession Undertaking; and
	 
	(e)	 	Novelis Europe, for itself and as agent for each of the Chargors, agrees to all matters
provided for in this Chargor Accession Undertaking.
	 
	3.	 	It is intended that this document takes effect as a deed notwithstanding the fact that a
party may only execute this document under hand.
	 
	4.	 	This Chargor Accession Undertaking has been executed and delivered as a deed on the date
stated at the beginning of this Chargor Accession Undertaking and is governed by English law.




22









 











The Additional Chargor




	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	  	Director
	[                                  ]

	 	 	)	 	 	 	 
	acting by

	 	 	)	 	 	 	 
	and

	 	 	)	 	 	  	Director/Secretary
	Chargors
	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	NOVELIS EUROPE

	 	 	)	 	 	  	Director
	(for itself and as agent for each

	 	 	)	 	 	 	 
	of the Chargors party to       )
	 	 	 	 	 	 	 
	the Security Trust Deed

	 	 	)	 	 	 	 
	referred to in this Deed)       )

	 	 	 	 	 	  	Director/Secretary
	acting by

	 	 	)	 	 	 	 






The Collateral Agent



[                                  ]



By:







23









 









SIGNATORIES (SECURITY TRUST DEED)




	 	 	 	 	 	 
	SIGNED as a Deed by

	 	)	 	Attorney
	 
	 
	 	 	 	 	 
	NOVELIS UK LTD acting by its duly

	 	)	 	 	 
	appointed attorney in the presence of a
	 	 	 	 	 
	witness:

	 	)	 	 	 
	 

	 	)	 	 	 






	 	 	 

	 
 


	 	Signature of witness 
	 
	 	 
	 
 


	 	Name of witness 
	 
	 	 
	 
 


	 	Address of witness 
	 
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
 


	 	Occupation of witness 





	 	 	 	 	 	 
	SIGNED as a Deed by
	 	)	 	Attorney
	 
	 
	 	 	 	 	 
	NOVELIS SERVICES LIMITED
	 	)	 	 	 
	acting by its duly appointed attorney in
	 	)	 	 	 
	the presence of a witness:
	 	)	 	 	 






	 	 	 

	 
 


	 	Signature of witness 
	 
	 	 
	 
 


	 	Name of witness 
	 
	 	 
	 
 


	 	Address of witness 
	 
	 	 
	 
	 	 
	 


	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	Occupation of witness 





24









 






	 	 	 	 	 	 	 	 
	SIGNED as a Deed by

	 	 	)	 	 	Attorney
	 
	 
	 	 	 	 	 	 	 
	NOVELIS EUROPE HOLDINGS

	 	 	)	 	 	 	 
	LIMITED acting by its duly appointed

	 	 	)	 	 	 	 
	attorney in the presence of a witness:

	 	 	)	 	 	 	 






	 	 	 

	 
 


	 	Signature of witness 
	 
	 	 
	 
 


	 	Name of witness 
	 
	 	 
	 
 


	 	Address of witness 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	Occupation of witness 





	 	 	 	 	 	 	 	 
	Executed as a Deed by
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	NOVELIS DEUTSCHLAND GMBH

	 	 	)	 	 	Managing
Director
	 
	acting
by


	 	 	)	 	 	 	 






25









 






	 	 	 	 	 	 	 	 
	SIGNED and Delivered as a Deed by

	 	 	)	 	 		 
	 

	 	 		 	 		 
	 	 	 	)	 	 	Attorney
	 
	 
	 	 	 	 	 	 	 
	duly appointed attorney for and on behalf

	 	 		 	 	 	 
	of NOVELIS ALUMINIUM

	 	 	)	 	 	 	 
	HOLDING COMPANY in the presence
	 	 	 	 	 	 	 
	of a witness:

	 	 	)	 	 	 	 






	 	 	 

	 
 


	 	Signature of witness 
	 
	 	 
	 
 


	 	Name of witness 
	 
	 	 
	 
 


	 	Address of witness 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	 
	 
	 	 
	 
 


	 	Occupation of witness 





	 	 	 	 	 	 	 	 
	Executed as a Deed by
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	NOVELIS, INC. acting by

	 	 	)	 	 	Authorised
signatory
	 
	 

	 	 		 	 		 
	 

	 	 	)	 	 		 





Executed as a Deed by the Chargor



acting by its duly appointed attorney




NOVELIS LUXEMBOURG S.A.



By:




Title:








26









 








	 	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	by duly appointed attorney

	 	 	)	 	 	
	 
	 
	 	 	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	

	 
	 	 	 	 	 	 	 
	NOVELIS SWITZERLAND S.A.

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	by duly appointed attorney

	 	 	)	 	 	

	 
	 	 	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	

	 
	 	 	 	 	 	 	 
	NOVELIS AG

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	Attorney
	 
	 
	 	 	 	 	 	 	 
	by duly appointed attorney

	 	 	)	 	 	Attorney
	 
	 
	 	 	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	NOVELIS ITALIA SPA

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	Attorney
	 
	 
	 	 	 	 	 	 	 
	by duly appointed attorney

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	NOVELIS FOIL FRANCE S.A.S.

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Signed, Sealed and Delivered as a Deed

	 	 	)	 	 	Attorney
	 
	 
	 	 	 	 	 	 	 
	by duly appointed attorney

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	For and on behalf of

	 	 	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	NOVELIS PAE S.A.S.

	 	 	)	 	 	 	 






27









 






					
	 	


SIGNED as a deed by 

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:

 	 
	 	
 	 
	Peter M. Walther, Senior Vice President 	 
	 	 	 



28









 






					
	 	




SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Administrative Agent

acting by authorised signatory:

 	 
	
 	 
	Peter M. Walther, Senior Vice President 	 
	 	 	 
	 




29











 





EXECUTION COPY




Dated __ December 2010




Between



NOVELIS UK LTD



NOVELIS SERVICES LIMITED



NOVELIS EUROPE HOLDINGS LIMITED



as Original Chargors



and



BANK OF AMERICA, N.A.



as Collateral Agent



 



GUARANTEE AND SECURITY AGREEMENT



 




NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856 CANADA INC.,
NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC,
NOVELIS SOUTH AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS UK LTD., NOVELIS SERVICES LIMITED, NOVELIS DEUTSCHLAND GMBH, NOVELIS AG, NOVELIS
SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS ALUMINUM HOLDING COMPANY, NOVELIS DO BRASIL LTDA.,
NOVELIS LUXEMBOURG S.A., NOVELIS PAE, NOVELIS MADEIRA UNIPESSOAL, LDA, AV METALS INC. (“HOLDINGS”),
THE OTHER SUBSIDIARIES OF HOLDINGS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS
ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT),
BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE
INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS
(AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE
TERM LOAN SECURED PARTIES (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 DEED,
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




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
	 	15
	5. RESTRICTIONS ON DEALINGS
	 	16
	6. LAND
	 	16
	7. INVESTMENTS
	 	20
	8. INTELLECTUAL PROPERTY
	 	24
	9. ACCOUNTS
	 	25
	10. RELEVANT CONTRACTS
	 	28
	11. PLANT AND MACHINERY
	 	29
	12. WHEN SECURITY BECOMES ENFORCEABLE
	 	30
	13. ENFORCEMENT OF SECURITY
	 	31
	14. ADMINISTRATOR
	 	32
	15. RECEIVER
	 	32
	16. POWERS OF RECEIVER
	 	34
	17. APPLICATION OF PROCEEDS
	 	36
	18. TAXES, EXPENSES AND INDEMNITY
	 	36
	19. DELEGATION
	 	36
	20. FURTHER ASSURANCES
	 	37
	21. POWER OF ATTORNEY
	 	37
	22. PRESERVATION OF SECURITY
	 	37
	23. MISCELLANEOUS
	 	40
	24. LOAN PARTIES
	 	41
	25. RELEASE
	 	42
	26. COUNTERPARTS
	 	42
	27. NOTICES
	 	42
	28. GOVERNING LAW
	 	43
	29. ENFORCEMENT
	 	43
	SCHEDULE 1 Security Assets
	 	45
	PART 1 Real Property
	 	45
	PART 2 Charged Shares
	 	46
	PART 3 Specific Plant and Machinery
	 	46
	PART 4 Security Contracts
	 	46
	PART 5 Specific Intellectual Property
	 	48
	PART 6 Security Accounts
	 	48
	SCHEDULE 2 Forms of Letter for Security Accounts
	 	51
	PART 1 Notice to Account Bank
	 	51
	PART 2 Acknowledgement of Account Bank
	 	54
	PART 3 Letter for Operation of Security Accounts
	 	56
	SCHEDULE 3 Forms of Letter for Insurance Policies
	 	58
	PART 1 Form of Notice of Assignment
	 	58
	PART 2 Form of Letter of Undertaking
	 	61
	SCHEDULE 4 Forms of Letter for Primary Contracts
	 	63
	PART 1 Notice to Counterparty
	 	63






ii









 






	 	 	 

	PART 2 Acknowledgement of Counterparty
	 	65
	SCHEDULE 5 Form of Deed of Accession
	 	67
	PART 1 Real Property
	 	69
	PART 2 Charged Shares
	 	69
	PART 3 Specific Plant and Machinery
	 	69
	PART 4 Security Contracts
	 	69
	PART 5 Specific Intellectual Property
	 	69
	PART 6 Security Accounts
	 	70







iii












 




THIS DEED is dated __ December 2010




BETWEEN:





	(1)	 	NOVELIS UK LTD (registered number 00279596) with its registered office at Latchford Lock
Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN (Novelis UK);
	 
	(2)	 	NOVELIS SERVICES LIMITED (registered number 06628654) with its registered office at Latchford
Lock Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN (Novelis Services);
	 
	(3)	 	NOVELIS EUROPE HOLDINGS LIMITED (registered number 05308334) with its registered office at
Latchford Lock Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN (Novelis Europe and
together with Novelis UK and Novelis Services, the Original Chargors); and
	 
	(4)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the Collateral Agent).





BACKGROUND:





	(A)	 	Each Chargor enters into this Deed in connection with the Credit Agreement.
	 
	(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 (including its Recitals):
	 
	 	 	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 outstanding consideration payable to such Chargor and, as
applicable, other members of the Group at any time 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.




1









 












	 	 	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.

	 
	 	 	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 revolving credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings,
the other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
	 
	 	 	Deed of Accession means a deed substantially in the form of Schedule 5 (Form of Deed of
Accession).
	 
	 	 	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 Holdings, the Parent Borrower and any of the Parent Borrower’s Restricted
Subsidiaries.
	 
	 	 	Intercompany Document means in relation to any Chargor, any note or loan agreement with any
other member of the Group under which the aggregate outstanding amount payable to such
Chargor is in excess of £250,000.
	 
	 	 	Intercreditor Agreement means the intercreditor agreement dated on or about the date of
this Deed and entered into between, amongst others, Novelis Inc. and the Collateral Agent.
	 
	 	 	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 £250,000; and
	 
	 	(h)	 	any bill of exchange or other negotiable instrument held by it for an amount
in excess of £250,000.






	 	 	Receiver means an administrative receiver, a receiver and manager or a receiver, in each
case, appointed under this Deed and that term will include any appointee under a joint
and/or several appointment.
	 
	 	 	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 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 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.
	 
	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	Secondary Contract means in relation to any Chargor:




3









 












	 	(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;
	 
	 	(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;
	 
	 	(b)	 	any other account which it purports to charge under this Deed; and
	 
	 	(c)	 	in each case, any replacement account or subdivision or sub account of any
such account.






	 	 	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
Revolving Credit Release 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 Administrative Agent
and the Original Chargors.
	 
	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.
	 
	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Chargors and the Term Loan Collateral Agent.
	 
	 	 	Territory means England and Wales.






	1.2	 	Construction






	 	(a)	 	capitalised terms defined in the Credit Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed.




4









 












	 	(b)	 	an agreement includes any legally binding arrangement, agreement, contract,
deed or instrument (in each case whether oral or written);
	 
	 	(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 Administrative 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 or the Administrative Agent, any person for the time
being appointed as Collateral Agent or Administrative 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);




5









 












	 	(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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified 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.




6









 












	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.
	 
	 	(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	 	Conflict with the provisions of this Deed






	 	 	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 DEED 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 DEED, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. EXCEPT
AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE
CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF
REMEDIES BY COLLATERAL AGENT.
	 
	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.






	2.	 	GUARANTEE
	 
	2.1	 	Guarantee
	 
	 	 	Each Chargor irrevocably and unconditionally jointly and severally:






	 	(a)	 	guarantees as principal obligor to each Secured Party due and punctual
performance by each Loan Party of all of the Secured Obligations now or in the future
due, owing or incurred by such Loan Party;
	 
	 	(b)	 	undertakes with each Secured Party 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





7









 











	 	(c)	 	indemnifies each Secured Party 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 such 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 other
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 Chargor shall continue as if the payment, discharge,
avoidance or reduction had not occurred; and
	 
	 	(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 Chargor, as if the
payment, discharge, avoidance or reduction had not occurred.






	2.4	 	Waiver of defences
	 
	 	 	The obligations of each Chargor under this Clause (Guarantee) will not be affected by an
act, omission, matter or thing which, but for this Clause (Guarantee), would reduce,
release or prejudice any of its obligations under this Clause (Guarantee) (without
limitation and whether or not known to it or any Secured Party) including:






	 	(a)	 	any time, waiver or consent granted to, or composition with, any Chargor or
other person;
	 
	 	(b)	 	the release of any other Chargor or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;
	 
	 	(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 Chargor 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;
	 
	 	(d)	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of a Chargor or any other person;
	 
	 	(e)	 	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;
	 
	 	(f)	 	any unenforceability, illegality or invalidity of any obligation of any
person under any Loan Document or any other document or security; or




8









 












	 	(g)	 	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 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
other 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 (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




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	 	 	 	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(f), 2.12 (with respect to Taxes), 2.15, 2.23 and 7.10 of
the Credit Agreement are hereby incorporated, mutatis mutandi, and shall apply to this
Deed, the Chargors, the Lenders, the Collateral Agent and the Administrative Agent as if
set forth herein.
	 
	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 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 other 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)




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	 	 	 	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 I 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
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;




11









 












	 	(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.
	 
	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, other than any account the subject of a Security
Interest in favour of any other person in accordance with the terms set out in section
6.02(y) of the Credit Agreement.
	 
	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 paragraphs (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 Clause 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.




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	 	(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 paragraphs (a) or (b) above, each Chargor
charges by way of fixed charge all of its rights under each Secondary Contract.






	3.9	 	Intellectual property






	 	(a)	 	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.
	 
	 	(b)	 	For the purpose of enabling the Collateral Agent, whilst an Event of Default
is continuing, to exercise its rights and remedies under Clause 12 (When Security
Becomes Enforceable) and Clause 13 (Enforcement of Security) at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and
for no other purpose, each Chargor hereby grants to the Collateral Agent an
irrevocable, non-exclusive license and, to the extent permitted under all relevant
licenses of Intellectual Property granting such Chargor rights in Intellectual
Property, a sublicense (in each case, exercisable without payment of royalties or
other compensation to such Chargor) to use, license or sublicense any of the
Intellectual Property now owned or hereafter acquired by or licensed to such Chargor,
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 manufactured or sold by such Chargor 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 thereof.






	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.




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	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 in paragraph (c) 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
	 
	 	(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 Bl 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.




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	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 grant by the Chargor of the guarantee and 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);






	 	(d)	 	all actions and consents (save for any consent envisaged by Clause 3.1(b) and
which is being sought as required by such Clause), 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; and
	 
	 	(e)	 	Schedule 1 (Security Assets) properly identifies:






	 	(i)	 	in Part 1 thereof, all estates and interests in freehold or
leasehold property owned by the Chargors in the Territory at the date of this
Deed (other than Excluded Real Property);
	 
	 	(ii)	 	in Part 2 thereof, all Charged Shares and other shares,
stocks, debentures, bonds, warrants, coupons and other securities and
investments owned by the Chargors in the Territory at the date of this Deed;
	 
	 	(iii)	 	in Part 4 thereof, all agreements or contracts to which any
the Chargor is party at the date of this Deed and which would fall within
paragraphs (b) – (h) inclusive of the definition of Primary Contracts;
	 
	 	(iv)	 	in Part 5 thereof , all Intellectual Property owned by the
Chargors at the date of this Deed in the Territory and which is material to
their business; and
	 
	 	(v)	 	in Part 6 thereof, all bank accounts held by the Chargors in
the Territory at the date of this Deed.




15









 












	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 on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by:






	 	(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)	 	each Excluded Leasehold Property is a rack rent lease 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;




16









 












	 	(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;
	 
	 	(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 material 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




17









 












	 	 	 	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 and any other real property constituting Excluded Property), it
must:






	 	(a)	 	notify the Collateral Agent immediately;
	 
	 	(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 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






18












 






	 	(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 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 [•] December 2010 between, amongst
others, Novelis Inc., as Parent Borrower, AV Metals Inc. as Holdings, the other
Guarantors party thereto and Bank of America, N.A., as Administrative Agent and
Collateral Agent are under an obligation (subject to the terms of that Term Loan
Agreement) to [the Chargor] to make further advances and the security agreement
referred to in the charges register dated [ ] in favour of Bank of America, N.A.
as Collateral Agent (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:




19









 












	 	(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.






	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;




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	 	(b)	 	its Investments are not subject to any Security Interest, any option to
purchase or similar right, in each case, other than as permitted by the Credit
Agreement.;
	 
	 	(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 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.




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	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
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 793 of
the Companies Act 2006) 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 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.




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	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
promptly deliver copies of any minutes of shareholder meetings in respect of the
Charged Shares to the Collateral Agent if so requested by the Collateral Agent,
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 (save to the extent permitted by the
Credit Agreement), 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,




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	 	 	 	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
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.




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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)
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:






	 	(i)	 	amend or waive or terminate, any of its rights in respect
of its Intellectual Property where such amendment, waiver or termination
would or could reasonably be expected to have a Material Adverse Effect; or
	 
	 	(ii)	 	take any action which would or could reasonably be expected
to jeopardise the existence or enforceability of any of its rights in respect
of its Intellectual Property, save as permitted by the Credit Agreement.






	8.3	 	Further Assurance
	 
	 	 	If any Chargor shall at any time after the date of this Deed (a) obtain any ownership or
other rights in and/or to any additional Intellectual Property or (b) 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, or any improvement on any Intellectual Property, the provisions of this Deed
shall automatically apply thereto and any such item described in (a) or (b) above (other
than any Excluded Property) shall automatically constitute Intellectual Property for the
purpose of this Deed as if such would have constituted Intellectual Property at the time of
execution hereof and such Intellectual Property (other than any Excluded Property) shall be
subject to the Security and Security Interests created by this Deed without further action
by any party. Concurrently with the delivery of each Compliance Certificate pursuant to
Section 5.01(d) of the Credit Agreement, each Chargor shall provide to the Collateral Agent
written notice of any of the foregoing Intellectual Property owned by such Chargor which is
the subject of a registration or application and confirm the attachment of the Security and
Security Interests created by this Deed to any rights described in clauses (i) and (ii)
above by the delivery of an executed instrument or other statement(s) in form and substance
reasonably acceptable to the Collateral Agent as shall be reasonably necessary to create,
record, preserve, protect or perfect the Collateral Agent’s lien and security interest in
such 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 Novelis Europe and the Collateral Agent so agree.




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	 	(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 this Clause 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.






	 	(e)	 	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 unless permitted under the Credit
Agreement.
	 
	 	(f)	 	Each Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by such Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).






	9.3	 	Book debts and receipts (non-Euro)
	 
	 	 	In respect of any amounts receiveable by a Chargor in a currency other than euros:






	 	(a)	 	each Chargor must immediately deposit and direct their respective Account
Debtors to directly remit all payments on Accounts and all payments constituting
proceeds of Inventory or other Collateral into a Security Account in accordance with
Section 9.01 of the Credit Agreement;
	 
	 	(b)	 	to the extent not deposited in 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
subject to, and in accordance with, the terms of the Intercreditor Agreement, on
trust for the Collateral Agent; and




26









 












	 	(c)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
the 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	 	Book debts and receipts (Euro)
	 
	 	 	In respect of any amounts receiveable by a Chargor in euro:






	 	(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 pay them into a bank account in
accordance with Section 9.01 of the Credit Agreement (a “Relevant Account”) and,
prior to payment into the Relevant Account, hold the proceeds of the getting in
and realisation subject to, and in accordance with, the terms of the Intercreditor
Agreement, on trust for the Collateral Agent; and






	 	(b)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
without prejudice to paragraph (a) above, each Chargor must, except to the extent that
the Collateral Agent otherwise agrees, pay all the proceeds of the getting in and
realisation referred to under Clause 9.4(a) that are not paid into a Relevant Account,
into a Security Account as soon as practicable on receipt.






	9.5	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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 other than in accordance with any Cash Management Document.
	 
	 	(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 otherwise permitted by the Credit Agreement.






	9.6	 	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




27









 












	 	(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) within 14 days of the
date of this Deed or any Deed of Accession by which it became party to
this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in subparagraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account
Bank substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account
Bank).
	 
	 	(c)	 	Each Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent
(acting reasonably) provide a revised or supplemental notice to each relevant
Account Bank in a form and substance satisfactory to the Collateral Agent
(acting reasonably); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.






	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 in any material respect 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
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.




28









 












	 	(b)	 	No Chargor may, without the prior consent of the Collateral Agent or unless
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 in all material respects 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 if requested by the Collateral Agent or any Receiver.






	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)	 	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; 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 this Deed or any Deed of
Accession by which it became party to this Deed 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 (subject to reasonable wear and tear).




29









 












	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
only if and to the extent that the exercise of those rights in the manner proposed
would not result in a Default.
	 
	 	(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)	 	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 this Deed or any Deed of Accession
by which it became party to this Deed 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.




30









 













	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 or the Administrative Agent may 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.
	 
	 	(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




31









 












	 	(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.






	 	(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 B1
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




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	 	(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.
	 
	 	(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.




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	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
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.




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	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.
	 
	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,






	 	 	in each case as he thinks fit.






	16.15	 	Other powers
	 
	 	 	A Receiver may:




35









 












	 	(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.






	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 but subject always to the terms of the Intercreditor
Agreement.
	 
	 	(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, 2.12, 2.15,
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.




36









 












	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
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
	 
	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor has
failed to comply with an obligation under this Deed, 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.




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22.2 Reinstatement





	 	(a)	 	If any discharge (whether in respect of the obligations of any Chargor 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.






	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:




38









 












	 	(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;
	 
	 	(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.






	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




39









 












	 	 	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.
	 
	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, including any liability in respect of further advances made under 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 Obligation.






	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 Obligation is due and payable,




40









 












	 	 	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.
	 
	23.7	 	Perpetuity period
	 
	 	 	The perpetuity period for the trusts in this Deed is 125 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 any Chargor 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
such amount 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. In each case, the parties agree that the method
of valuation provided for in this Deed shall constitute a commercially reasonable
method of valuation for the purposes of the Regulations.






	24.	 	LOAN PARTIES






	 	(a)	 	All communications under this Deed to or from a Secured Party must be sent
through the Collateral Agent or Administrative Agent.
	 
	 	(b)	 	Each Chargor 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)




41









 












	 	(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 under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor, take whatever action is
reasonably necessary to release the relevant Security Assets (whether in whole or in part)
from this Security, provided that to the extent that any Security Interests granted by the
Chargor over the Revolving Credit Priority Collateral are released under this Clause, the
Chargor shall take whatever action is required under the Term Loan Security Agreement,
including serving any notice thereunder.
	 
	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

Latchford Locks Works

Thelwell Lane

Warrington

Cheshire

United Kingdom

Attention: David Sneddon



with a copy to



Novelis AG

Sternenfeldstrasse 19

CH 8700 Küsnacht ZH




Switzerland

Attention: Legal Department



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	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 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 and any non-contractual obligations arising out of or in connection with it are
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.




43









 












	 	(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.






	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.






	29.3	 	Waiver of trial by jury
	 
	 	 	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN
CONNECTION WITH THIS DEED OR ANY TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE
FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.




This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.





44












 





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
	 	Land at Tregwilym Road being the former site of numbers
115, 117, 119 and 121, Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd

	 	WA989793
	 	127 Tregwilym Road, Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd

	 	WA989794
	 	The Cottage, Fieldsview, Tregwilym Road Rogerstone
	 
	 	 	 	 
	Novelis UK Ltd

	 	CYM431473
	 	Land on west side of Tregwilym Road Rogerstone
	 
	 	 	 	 
	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

	 	SL186994
	 	Land at Bridgnorth Aluminium Stourbridge Road Bridgnorth






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






45









 






	 	 	 	 	 	 	 
	Legal Owner	 	Title No.	 	Description	 	Term
	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 Walsall
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Novelis UK Ltd

	 	Unregistered Title
	 	Leasehold premises
at Unit 501, Axcess
10 Business Park
Bentley Road South
Walsall West
Midlands as demised
by a lease dated
28
April 2003 made
between Axa Sunlife
plc (1) Universal
Express Limited (2)
Brant Logistics
Services NV (3)
Axcess 10
Management Company
Limited (4)
	 	1 March 2002 to 29
February 2012






PART 2




CHARGED SHARES




	 	 	 	 	 	 	 	 	 	 	 

	Chargor

	 	Name of Charged
Company
	 	Name of nominee (if
any) by whom shares
are held
	 	Class of shares held
	 	Number of shares
held

	 
	 	 	 	 	 	 	 	 	 	 
	Novelis Europe
Holdings Limited

	 	Novelis UK Ltd
	 	 	 	Ordinary
	 	 	167,997,356	 
	 
	 	 	 	 	 	 	 	 	 	 
	Novelis Europe
Holdings Limited

	 	Novelis Services Ltd
	 	 	 	Ordinary
	 	 	10,000	 






PART 3




SPECIFIC PLANT AND MACHINERY




	 	 	 

	Chargor
	 	Description






PART 4




SECURITY CONTRACTS




	 	 	 

	A. Primary Contracts
	 	 
	 
	 	 
	Chargor 
	 	Description 

	 
	 	 
	Novelis UK Ltd

	 	Cash management agreement dated 1 Feberuary 2007 between, inter
alios, Novelis AG and Novelis UK Ltd






46









 






	 	 	 
	Chargor 
	 	Description 

	Novelis UK Ltd

	 	ACMS agreement dated 15 January 2007 between, inter alios,
Commerzbank AG, Novelis AG and Novelis UK Ltd
	 
	 	 
	Novelis UK Ltd

	 	Cash management agreement dated 14 January 2010 between, inter
alios, Novelis AG and Novelis UK Ltd
	 
	 	 
	Novelis UK Ltd

	 	Sale and purchase agreement dated 5 November 2010 between Novelis
UK Ltd and Hindalco Industries Limited
	 
	 	 
	Novelis UK Ltd

	 	Transactional Banking Services Agreement dated on or around 17
December 2010 between Novelis UK Ltd and Deutsche Bank AG
	 
	 	 
	Novelis Europe Holdings Limited

	 	Cash management agreement dated 1 Feberuary 2007
between, inter alios, Novelis AG and Novelis Europe Holdings Limited
	 
	 	 
	Novelis Europe Holdings Limited

	 	Cash management agreement dated 14 January 2010
between, inter alios, Novelis AG and Novelis Europe Holdings Limited
	 
	 	 
	Novelis Europe Holdings Limited

	 	Intercompany term promissory note dated 30
September 2010 issued to Novelis AG
	 
	 	 
	Novelis Europe Holdings Limited

	 	Transactional Banking Services Agreement dated on
or about 17 December 2010 between Novelis Europe Holdings Limited and
Deutsche Bank AG
	 
	 	 
	Novelis Services Limited

	 	Cash management agreement dated 14 January 2010 between,
inter alios, Novelis AG and Novelis Services Limited
	 
	 	 
	Novelis Services Limited

	 	Transactional Banking Services
Agreement dated on or
around 17 December 2010
between Novelis Services and
Deutsche Bank AG






47









 






	 	 	 

	Novelis Services Limited

	 	Intercompany term promissory note dated 1 October 2008
issued to Novelis Brand LLC
	 
	 	 
	Novelis Services Limited

	 	License and sublicense agreements dated 1 October 2008
entered into between, inter alios, Novelis Services Limited and certain
subsidiaries of Novelis Inc.
	 
	 	 
	Novelis Services Limited

	 	Supply of Industrial Technology and Technical Assistance
Agreements dated 27 June 2008 entered into between, inter alios, Novelis
Services Limited and Novelis Brasil
	 
	 	 
	B. Secondary Contracts
	 	 






PART 5




SPECIFIC INTELLECTUAL PROPERTY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Owner Named on	 	 	 	 	 	 	 	 	 	 
	Trademark	 	Register	 	Class	 	Registration No	 	CTM	 	Filing Date	 	Expiry Date
	THINKCANS & DEVICE

	 	Novelis UK Ltd
(Latchford)
	 	35	 	 	2392058	 	 	X
	 	16 May 2005
	 	16 May 2015






PART 6




SECURITY ACCOUNTS




	 	 	 	 	 
	Account Bank	 	Account Numbers	 	Account Name
	HSBC Bank plc 


City of London
Corporate Office

	 	51050176 (Bridgnorth — GBP) 


51269313 (Rogerstone — GBP) 


01272284
	 	Novelis UK Ltd


Novelis UK Ltd


Novelis Europe
Holdings Limited






48









 






	 	 	 	 	 
	Account Bank	 	Account Numbers	 	Account Name
	Canary Wharf 


London 


E14 5HQ 


Sort Code: 40-02-50

	 	41275321 (Wednesbury — GBP)
	 	Novelis UK Ltd.
	 
	 	 	 	 
	HSBC Bank plc 


City of London
Corporate Office


Canary Wharf 


London 


E14 5HQ 


Sort Code: 40-05-15

	 	57166067 (Bridgnorth EUR)


57478371 (Bridgnorth SEK)


36658094 (Bridgnorth USD)


59081955 (Rogerstone USD)


59081947(Rogerstone EUR)



59241725 (EUR)


59241733 (USD)
	 	Novelis UK Ltd. 











Novelis Europe
Holdings Limited
	 
	 	 	 	 
	Commerzbank AG, 


London Branch 


60 Gracechurch Street 


London EC3V 0HR 


Sort Code: 40-62-01

	 	30119391 (Rogerstone EUR)


30119391 (Rogerstone GBP)


30119392 (Bridgnorth EUR)
	 	Novelis UK Ltd
	 
	 	 	 	 
	Deutsche Bank AG,
London Branch 


Winchester House 


1 Winchester Street 


London EC2N 2DB

	 	12376900 (EUR)


GB23DEUT40508112376900



12376901 (GBP)


GB93DEUT40508112376901


12376902 (USD)


GB66DEUT40508112376902
	 	Novelis Europe
Holdings Limited
	 
	 	 	 	 
	Deutsche Bank AG,
London Branch 


Winchester House 


1 Winchester Street 


London EC2N 2DB

	 	12376800 (EUR)




12376801 (GBP)


GB77DEUT40508112376801

	 	Novelis UK Ltd






49









 






	 	 	 	 	 
	Account Bank	 	Account Numbers	 	Account Name
	 

	 	12376802 (GBP)


GB50DEUT40508112376802


12376803 (GBP)


GB23DEUT40508112376803


12376804 (USD)


GB93DEUT40508112376804


12376805 (USD)


GB66DEUT40508112376805	 	 






50









 






FORMS OF LETTER FOR SECURITY ACCOUNTS




PART 1




NOTICE TO ACCOUNT BANK



To: [Account Bank]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [
     ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a
Net Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan
Security Agreement) details of which are set out below or, in relation to any account
designated or opened as a Net Cash Proceeds Account after the date of this letter, as notified
to you immediately following such designation or opening) and the debts represented by the
Security Accounts; and
	 
	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.




[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]



Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan
Collateral Agent any information relating to any Security Account requested from you
by the Revolving Credit Collateral Agent or the Term Loan Collateral Agent;






	 	(b)	(i)	 	comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash
Proceeds Account) received by you from the Revolving Credit Collateral Agent; and




51









 






	 		(ii)	 	comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	(i)	 	hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and
	 
	 	 	(ii)	 	hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;
	 
	 	(d) 	(i)	 	pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and
	 
	 	 	(ii)	 	pay or release any sum standing to the credit of any Net
Cash Proceeds Account in accordance with the written instructions of the Term
Loan 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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 (other than any Net Cash
Proceeds Account) without the prior written consent of the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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.




52









 







The instructions in this letter may not be revoked or amended without the prior written consent of
the Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by English law.



Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]







53









 








PART 2




ACKNOWLEDGEMENT OF ACCOUNT BANK



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others and Bank of America, N.A. as Term Loan
Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [
      ] and others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
England and Wales (the Security Accounts) (other than as regards any account constituting a Net
Cash Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement)) and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the
terms of the Term Loan Security Agreement over all the rights of the Chargor to any amount standing
to the credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral
Agent or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to
any Security Account (other than any Net Cash Proceeds Account) received by us from
the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, the Term Loan Collateral Agent) or, following notice to us
from the Revolving Credit Collateral Agent advising us that the Revolving




54









 






	 	 	 	Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred,
the Term Loan Collateral Agent;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent unless otherwise required by law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral
Agent) or, following notice to us from the Revolving Credit Collateral Agent advising
us that the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time
unless otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,






	 	 	in each case, in accordance with the terms of, and the instructions provided under, the
Notice.




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]



55









 





PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS



To: [Account Bank]



[DATE]



Dear Sirs,



Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;
	 
	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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.




56









 







Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.



Yours faithfully,





(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral Agent



Yours faithfully,





(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral Agent



Receipt acknowledged





(Authorised signatory) [Account Bank]



[Date]







57









 








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: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America, N.A. as agent and trustee for the Term Loan Secured Parties
referred to in the Term Loan Security Agreement (the Term Loan 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; and
	 
	2.	 	SECOND, subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A. as agent and trustee for the Secured
Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all amounts payable to it under or in connection
with any 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 (as defined in the Term Loan Security Agreement) or a Loan Party (as defined in the Revolving
Credit Security Agreement) to a third party.



We confirm that:





	(i)	 	the Chargor will remain liable under [the] [each] Insurance to perform all the obligations
assumed by it under [the] [that] Insurance;




58









 






	(ii)	 	none of the Term Loan 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; and
	 
	(iii)	 	none of the Revolving Credit 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 Term Loan Collateral Agent or, following notice from the Term
Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent to the contrary. In this
event, unless the Term Loan Collateral Agent or, following notice from the Term Loan Collateral
Agent advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent otherwise agrees in writing:





	(d)	 	all amounts payable to the Chargor under [the] [each] Insurance must be paid to the Term Loan
Collateral Agent or, following notice from the Term Loan Collateral Agent advising you that
the Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Revolving Credit Collateral Agent; and
	 
	(e)	 	any rights of the Chargor in connection with those amounts will be exercisable by, and
notices must be given to, the Term Loan Collateral Agent or as it directs or, following notice
from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined
in the Term Loan Security Agreement) has occurred, the Revolving Credit 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 Term Loan Collateral Agent or, following
notice from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined
in the Term Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please note on the relevant contracts:





	(i)	 	FIRST the Term Loan Collateral Agent’s interest as loss payee and the Term Loan Collateral
Agent’s interest as first priority assignee of those amounts and rights; and
	 
	(ii)	 	SECOND the Revolving Credit Collateral Agent’s interest as loss payee and the Revolving
Credit Collateral Agent’s interest as first priority assignee of those amounts and rights,




and send to the Term Loan Collateral Agent at [•] and Revolving Credit 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.






59









 







The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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]




60









 





PART 2




FORM OF LETTER OF UNDERTAKING



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [•] on behalf of [Chargor] (the Chargor) of a notice (the Notice) dated [•]
of (1) FIRST an assignment by the Chargor upon the terms of the Term Loan 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 and (2) SECOND subject to notice from the Term Loan
Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan Security
Agreement) has occurred, an assignment by the Chargor upon the terms of the Revolving Credit
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 FIRST the interest of the Term Loan Collateral
Agent as loss payee and as first priority assignee of those amounts and rights and SECOND the
Revolving Credit Collateral Agent’s interest as loss payee and as first priority assignee of
those amounts and rights;
	 
	4.	 	undertake to disclose to the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to those contracts which the Term
Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising us that the Term Loan Release Date (as




61









 






	 	 	defined in
the Term Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent may
at any time request;
	 
	5.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of any of those contracts and to allow
the Term Loan Collateral Agent or any of the other Term Loan Secured Parties (as defined in
the Term Loan Security Agreement) or, following notice from the Term Loan Collateral Agent
advising us that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent or any other Secured Party (as defined in
the Revolving Credit 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 the prior written consent of the Term Loan Collateral Agent and the
Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral Agent
advising us that the Term Loan Release Date (as defined in the S Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent.




This letter is governed by English law.



Yours faithfully,





for [Insurer]




62









 





SCHEDULE 4




FORMS OF LETTER FOR PRIMARY CONTRACTS




PART 1




NOTICE TO COUNTERPARTY



To: [Counterparty]



Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America N.A. as agent and trustee for the Secured Parties referred to in the
Term Loan Security Agreement (the Term Loan Collateral Agent) as first priority assignee all
of its rights in respect of [insert details of Primary Contract(s)] (the Primary Contract[s]);
and
	 
	2.	 	SECOND subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A as agent and trustee for the [Secured
Parties] referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all of its rights in respect of 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;
	 
	(b)	 	none of the Term Loan 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; and
	 
	(c)	 	none of the Revolving Credit 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 Term Loan Collateral Agent or, following
notice from the Term Loan Collateral Agent advising you that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving Credit




63









 







Collateral Agent to the contrary. In this event, all of its rights will be exercisable by, and
notices must be given to, the Term Loan Collateral Agent or as it directs or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit 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 Primary Contract[s] without the prior consent of the Term Loan Collateral Agent and
the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral Agent
advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement) has
occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please send to the Term Loan Collateral Agent at [•] and the Revolving Credit 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.



The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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,





(Authorised signatory)



For [Chargor]






64









 








PART 2




ACKNOWLEDGEMENT OF COUNTERPARTY



To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,



Security agreement dated [      ] between [      ] and others Bank of America, N.A. as Term Loan Collateral
Agent (the Term Loan Security Agreement) and the security agreement dated [      ] between [      ] and
others and Bank of America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit
Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an
assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in
respect of [insert details of the Primary Contract(s)] (the Primary Contract[s]) and (2) SECOND
subject to notice from the Term Loan Collateral Agent advising us that the Term Loan Release Date
(as defined in the Term Loan Security Agreement) has occurred, an assignment on the terms of the
Revolving Credit Security Agreement of all of the Chargor’s rights in respect of 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 the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to [the][those] Primary Contract[s] which the Term Loan Collateral Agent
or the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral
Agent advising us that the Term Loan Release Date (as defined in the Term Loan Security
Agreement) has occurred, the Revolving Credit Collateral Agent may at any time request;
	 
	4.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of [the] [any of those] Primary
Contract[s] and to allow Term Loan Collateral Agent or any of the other Term Loan Secured
Parties (as defined in the Term Loan Security Agreement) or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent or any of the other
Secured Parties (as defined in the Revolving Credit Security Agreement to remedy that breach;
and




65









 






	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 the prior written consent of the Term Loan
Collateral Agent and the Revolving Credit Collateral Agent or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent.




This letter is governed by English law.



Yours faithfully,





(Authorised signatory)



[Counterparty]






66









 







SCHEDULE 5




FORM OF DEED OF ACCESSION



THIS DEED is dated [      ]



BETWEEN:





	(1)	 	[•] (registered number [•]) with its registered office at [•] (the Additional Chargor);
	 
	(2)	 	NOVELIS EUROPE HOLDINGS LIMITED for itself and as agent for each of the Chargors under and as
defined in the Security Agreement referred to below; and
	 
	(3)	 	BANK OF AMERICA, N.A. 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 [•] 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.
	 
	(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 (including its
Recitals) 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 clause 2 of the Security Agreement.




67









 












	3.	 	Security
	 
	 	 	Without limiting the generality of the other provisions of this Deed and the Security
Agreement, the Additional Chargor:






	 	(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 1A 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.






68









 








SCHEDULE TO DEED OF ACCESSION




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






69









 








[PART 6




SECURITY ACCOUNTS



Account number            Sort code]







70









 








SIGNATORIES (TO DEED OF ACCESSION)




The Additional Chargor




	 	 	 	 	 	 	 

	Executed as a Deed by

	 	 	)	 	 	...........................Director
	 
	 	 	 	 	 	 
	[                    ] acting by a director
in the presence of a witness:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 





______________________ Signature of witness



______________________ Name of witness



______________________ Address of witness



______________________



______________________



______________________ Occupation of witness




Novelis Europe Holdings Limited




	 	 	 	 	 

	Executed as a Deed by


NOVELIS EUROPE HOLDINGS LIMITED (for itself and as
agent for each of the Chargors party to the Security
Agreement referred to in this Deed) acting by a
director in the presence of a witness:

	 	)


)


)


)
	 	...........................Director





______________________ Signature of witness



______________________ Name of witness



______________________ Address of witness



______________________



______________________



______________________ Occupation of witness








71









 








The Collateral Agent




SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:







Authorised Signatory







72









 








SIGNATORIES (GUARANTEE AND SECURITY AGREEMENT)




	 	 	 	 	 	 	 

	SIGNED as a Deed by

	 	 	)	 	 	...........................Attorney
	 
	 	 	 	 	 	 
	NOVELIS UK LTD acting by its attorney in the presence
of a witness:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 





______________________ Signature of witness



______________________ Name of witness



______________________ Address of witness



______________________



______________________



______________________ Occupation of witness







73









 








	 	 	 	 	 	 	 

	SIGNED as a Deed by

	 	 	)	 	 	...........................Attorney
	 
	 	 	 	 	 	 
	NOVELIS SERVICES LIMITED acting by its attorney in the
presence of a witness:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 





______________________ Signature of witness



______________________ Name of witness



______________________ Address of witness



______________________



______________________



______________________ Occupation of witness






74









 








	 	 	 	 	 	 	 

	SIGNED as a Deed by

	 	 	)	 	 	...........................Attorney
	 
	 	 	 	 	 	 
	NOVELIS EUROPE HOLDINGS LIMITED acting by its attorney
in the presence of a witness:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	)	 	 	 





______________________ Signature of witness



______________________ Name of witness



______________________ Address of witness



______________________



______________________



______________________ Occupation of witness








75









 








SIGNED as a deed by

BANK OF AMERICA, N.A.

in its capacity as Collateral Agent

acting by authorised signatory:







Peter M. Walther, Senior Vice President





76











 





Exhibit M - 4




Execution copy December 17, 2010




 






Agreement




between



Novelis Technology AG



Neuhausen am Rheinfall, Switzerland



and



Bank of America N.A.



Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of



the Secured Parties 



 





relating to the



Assignment of Trade Receivables, Intercompany Receivables



and Bank Accounts



 









 





Assignment Agreement (Novelis Technology AG)




INDEX




	 	 	 	 	 
	1. INTERPRETATION
	 	 	4	 
	2. ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 	 	7	 
	3. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND
WITHHOLDING TAX
	 	 	10	 
	4. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 	 	10	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	6. FURTHER ASSURANCES OF THE ASSIGNOR
	 	 	13	 
	7. POWERS OF ATTORNEY
	 	 	13	 
	8. ASSIGNMENTS AND TRANSFERS
	 	 	13	 
	9. EFFECTIVENESS OF ASSIGNMENT
	 	 	13	 
	10. COSTS AND EXPENSES
	 	 	14	 
	11. NOTICES
	 	 	14	 
	12. SUCCESSOR AGENT
	 	 	15	 
	13. SEVERABILITY
	 	 	15	 
	14. WAIVERS AND MODIFICATIONS
	 	 	15	 
	15. COUNTERPARTS
	 	 	16	 
	16. LAW AND JURISDICTION
	 	 	16	 
	SCHEDULE 1
	 	 	20	 
	SCHEDULE 2
	 	 	21	 
	SCHEDULE 3
	 	 	22	 
	SCHEDULE 4
	 	 	23	 
	SCHEDULE 5
	 	 	24	 
	SCHEDULE 6
	 	 	26	 






2/25









 






Assignment Agreement (Novelis Technology AG)



This Agreement (the “Agreement”) is made between:





	(1)	 	Novelis Technology AG, a company incorporated under the laws of Switzerland, having
its seat at Zentralstrasse 100, 8212 Neuhausen am Rheinfall, Switzerland, (the “Assignor”);





and




	(2)	 	Bank of America, N.A. a national banking association organized under the laws
of the United States of America, having its seat at Charlotte, North Carolina, USA, acting for
itself, in the name of, on behalf of and for the benefit of the Secured Parties (as defined in
this Agreement) in its capacity as Collateral Agent under the Revolving Credit Agreement (the
“Collateral Agent”).





WHEREAS





	(A)	 	The Assignor and Bank of America, N.A. as Collateral Agent under the Term Loan Agreement
(defined below) (the “Term Loan Collateral Agent”) have entered into that certain Credit
Agreement on or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia
Novelis Inc. (as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto,
whereby the Borrower was made available certain term loan credit facilities by the Lenders
party thereto (the “Term Loan Lenders”).






	(B)	 	The Assignor and the Collateral Agent have entered into that certain Credit Agreement on or
about December 17, 2010 (the “Revolving Credit Agreement” and together with the Term
Loan Agreement, the “Credit Agreements”) among, inter alia, Novelis Inc., Novelis Corporation,
Novelis UK Limited and Novelis AG (each as Borrower) AV Metals Inc. (as Parent Guarantor) and
the Subsidiary Guarantors party thereto, and other Lenders party thereto (as defined therein)
(the “Revolving Credit Lenders”), whereby the Borrowers were made available certain
revolving credit facilities by the Revolving Credit Lenders.
	 
	(C)	 	On or about December 17, 2010, the Collateral Agent, the Term Loan Collateral Agent,
the Assignor and other borrowers and guarantors party thereto, entered into an Intercreditor
Agreement governing the relationship and preference rights of the Term Loan Secured Parties
and Revolving Secured Parties (as these terms are defined below) among each other in relation
to the collateral granted by the borrowers and guarantors (including Assignor) under or in
connection with the Credit Agreements (the “Intercreditor Agreement”).




3/25









 











Assignment Agreement (Novelis Technology AG)





	(D)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement in
favor of the Term Loan Collateral Agent (acting for itself, in the name of, on behalf of and
for the benefit of the Term Loan Secured Parties) (the “Term Loan Guarantee”).
	 
	(E)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement in
favor of the Revolving Credit Collateral Agent (acting for itself, in the name of, on behalf
of and for the benefit of the Revolving Secured Parties) (the “Revolving Guarantee”).
	 
	(F)	 	The Collateral Agent, the Term Loan Collateral Agent and the Lenders under each of the Term
Loan Agreement and the Revolving Credit Agreement require the Assignor to enter into this
assignment for security purposes in favour of the Collateral Agent for the benefit of the
Secured Parties, and subject to the terms of the Intercreditor Agreement.
	 
	(G)	 	The Assignor has agreed to assign (i) the Assigned Receivables, (ii) the Assigned
Intercompany Receivables and (iii) the Assigned Bank Accounts as security for the Secured
Obligations (as these terms are defined in Section 1 below) to the Collateral Agent, acting
for itself, in the name of, on behalf of and for the benefit of the Secured Parties (as
defined in Section 1 below).





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement:


“Assigned Bank Accounts” means all current or future rights, title,
interest and action (including any balances and accrued interest) the
Assignor may have or acquire in relation to any bank account which the
Assignor now has or may at any time have in the future vis-à-vis any
bank or other financial institution, including, but not limited to,
the bank accounts listed in Schedule 1, together with all rights and
benefits relating thereto including privileges and ancillary rights in
respect thereof (art. 170 Swiss Code of Obligations);
	 
	 	 	“Assigned Intercompany Receivables” means all current or future
receivables owed by Affiliates to Assignor and arising in the course
of business of the Assignor, whether contingent or not, incorporated
in a title or not, together with all rights and benefits relating
thereto including privileges and ancillary rights in respect thereof
(art. 170 Swiss Code of Obligations); Currently existing Assigned
Intercompany Receivables are listed in Schedule 2;
	 
	 	 	“Assigned Receivables” means all current or future receivables owed by customers or other
trade debtors (excluding any Affiliate) to the Assignor and arising in the course of
business of the Assignor, whether contingent or not, together with all rights and
benefits relating thereto including privileges and ancillary rights in respect thereof
(art. 170 Swiss Code of





4/25









 










Assignment Agreement (Novelis Technology AG)





	 	 	Obligations) but excluding any Excluded Receivables; Currently existing Assigned Receivables
are listed in Schedule 3;
	 
	 	 	“Assignment” means the assignments by the Assignor of the Assigned Intercompany Receivables,
Assigned Receivables and Assigned Bank Accounts to the Collateral Agent, acting for itself,
in the name of, on behalf of and for the benefit of the Secured Parties pursuant to art. 164
et seq. of the Swiss Code of Obligations;
	 
	 	 	“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions;
	 
	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such
term in the Intercreditor Agreement;
	 
	 	 	“Excluded Receivables” means any current or future receivables owed by customers or other
trade debtors (excluding any Affiliate) to the Assignor and arising in the course of
business of the Assignor, whether contingent or not, together with all rights and benefits
relating thereto including privileges and ancillary rights in respect thereof (art. 170
Swiss Code of Obligations) which have been transferred to Novelis AG pursuant to a
receivables purchase agreement between the Assignor and Novelis AG which has been approved
in writing by the Administrative Agent (as defined in the Revolving Credit Agreement);
	 
	 	 	“Notice of Assignment to Affiliates” means the notice substantially in the form of
Schedule 4 to this Agreement;
	 
	 	 	“Notice of Assignment to Banks” means the notice substantially in the form of Schedule
5 to this Agreement;
	 
	 	 	“Notice of Assignment to Debtors” means the notice substantially in the form of Schedule
6 to this Agreement;
	 
	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Revolving Secured Parties under the Revolving
Guarantee and (ii) the Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement);
	 
	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;





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	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;
	 
	 	 	“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;
	 
	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Term Loan Secured Parties under the Term Loan
Guarantee (ii) the Term Loan Secured Obligations (as defined in the Intercreditor
Agreement).
	 
	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.
	 
	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Intercreditor Agreement and the Credit Agreements.
	 
	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, supplemented or substituted from time to time, in accordance with its terms.
	 
	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.
	 
	1.5	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.




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	2.	 	ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 
	2.1	 	The Assignor agrees to assign by way of security to the Collateral Agent (acting for itself,
in the name of and on behalf of the Secured Parties) the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts as security for the Secured
Obligations until the Discharge of Senior Lien Secured Obligations. The Assignor confirms that
it fully understands and accepts the definition of the term “Secured Obligations”.
	 
	2.2	 	For the purpose of effecting the Assignment, the Assignor hereby:
	 
	2.2.1	 	assigns by way of security to the Collateral Agent and the Secured Parties, the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts;
	 
	2.2.2	 	subject as set out in Section 2.11.2, transfers to the Collateral Agent all documents
evidencing the existing Assigned Receivables, the existing Assigned Intercompany Receivables
and the existing Assigned Bank Accounts (whether incorporated in a title or not), including
but not limited to any written agreement, acknowledgment of debt, certificate, Intercompany
note, exchange of letters, fax or e-mail).
	 
	2.3	 	The Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties) expressly accepts the Assignment provided for in Section 2.1. and
2.2.
	 
	2.4	 	The Assignor agrees and undertakes as follows:
	 
	2.4.1	 	Except for liens permitted under the Credit Agreements, the Assignor shall refrain from
granting any pledge, encumbrance or other third party rights affecting the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts and shall
refrain from any other act or omission that would adversely affect the Collateral Agent’s and
Secured Parties’ rights under this Agreement or, except as permitted under the Credit
Agreements, any amounts that are or will become due under any of the Assigned Receivables, the
Assigned Intercompany Receivables and the Assigned Bank Accounts;
	 
	2.4.2	 	without the prior written consent of the Collateral Agent, the Assignor shall not enter into
any kind of arrangement that would provide for the non-assignability of any of the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts or subject
the assignability to the consent of a party other than the Collateral Agent;
	 
	2.4.3	 	except as permitted by the Credit Agreements, the Assignor shall not enter into any
arrangement by which the Assigned Receivables, the Assigned Intercompany Receivables and





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	 	 	the Assigned Bank Accounts would be assigned to a party other than the Collateral Agent
and/or Secured Parties;
	 
	2.4.4	 	the Assignor shall deliver to the Collateral Agent within 10 Business Days following the end
of each calendar quarter (the first time 10 Business Days following December 31, 2010), a list
of all its Assigned Receivables, Assigned Intercompany Receivables and Assigned Bank Accounts
outstanding as of the end of the relevant calendar quarter and assigned substantially in the
same form as set forth in Schedule 1 to 3 as appropriate;
	 
	2.4.5	 	upon the Collateral Agent’s written request and in no event more than once per year, unless
an Event of Default has occurred and is continuing, the Assignor shall deliver to the
Collateral Agent, within 10 Business Days from being so requested by the Collateral Agent, an
up-dated list of all its Assigned Receivables, Assigned Intercompany Receivables and Assigned
Bank Accounts outstanding as of the day where the Collateral Agent’s request under this
paragraph was received substantially in the same form as set forth in Schedule 1 to 3
as appropriate.
	 
	2.5	 	Within 5 Business Days from the Closing Date, the Assignor shall notify the banks of the
assignment by way of security of the Assigned Bank Accounts by delivering to such banks a
Notice of Assignment to Banks substantially in the form of Schedule 5. The Assignor
shall simultaneously send a copy of any Notice of Assignment to Banks to the Collateral Agent.
For the purpose of this Agreement, the Assignor shall release the respective banks from the
banking secrecy to the extent required for the Collateral Agent to perform its rights and
obligations hereunder. Subject to and in accordance with the terms and conditions of the
Credit Agreements, the Assignor shall be authorized to use its bank accounts and any balance
on its bank accounts freely without restriction for as long as no Event of Default has
occurred and is continuing, except in the circumstances set forth in Section 2.6 below.
	 
	2.6	 	Upon an Activation Notice (as this term is defined in the Revolving Credit Agreement) being
sent in accordance with Section 9.01 of the Revolving Credit Agreement, the Assignor shall not
longer be authorized to use its bank accounts and the Collateral Agent shall be entitled to
transfer any balance out of such bank accounts and apply such monies in accordance with
Section 9.01 of the Revolving Credit Agreement.
	 
	2.7	 	In the event where any bank would refuse to countersign the Notice of Assignment to Banks
listed in Schedule 5 and thereby would refuse to waive any first ranking security
interest and/or any right of set-off such bank may have in relation to the Assigned Bank
Accounts, the Assignor shall close the Assigned Bank Accounts and open new bank account(s)
(not subject to such first ranking security interest or right of set-off) with one or more
banking institutions,





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	 	 	which would then be assigned by way of security to the Collateral Agent as per the terms of
this Agreement.
	 
	2.8	 	Within 5 Business Days from the Closing Date, the Assignor shall notify its respective
Affiliates of the assignment by way of security of the Assigned Intercompany Receivables by
delivering to such Affiliate a Notice of Assignment to Affiliates substantially in the form of
Schedule 4. The Assignor shall simultaneously send a copy of any Notice of Assignment
to Affiliates to the Collateral Agent.
	 
	2.9	 	Subject to and in accordance with the terms and conditions of the Credit Agreements, the
Assignor shall be authorized to collect any Assigned Receivables for as long as no Event of
Default has occurred and is continuing, and until such time as notified by the Collateral
Agent, provided the proceeds of such Assigned Receivables are credited on the Assigned Bank
Accounts.
	 
	2.10	 	With respect to any Assigned Intercompany Receivable and any Assigned Bank Account arising
after the date hereof, the Assignor undertakes to:
	 
	2.10.1	 	notify immediately the appropriate debtor of Assigned Intercompany Receivables or Assigned
Bank Accounts by using the appropriate notification form; and
	 
	2.10.2	 	transfer to the Collateral Agent all documents evidencing such Assigned Intercompany
Receivables and Assigned Bank Accounts (whether incorporated in a title or not), including but
not limited to any written agreement, acknowledgment of debt, certificate, intercompany note,
exchange of letters, fax or e-mail).
	 
	2.11	 	With respect to any Assigned Receivable arising after the date hereof, the Assignor
undertakes to:
	 
	2.11.1	 	instruct the debtor of such Assigned Receivable to discharge its obligations in relation
thereto exclusively on one of the Assigned Bank Accounts; and
	 
	2.11.2	 	upon the reasonable request of the Collateral Agent in accordance with the Credit Agreements
and upon giving appropriate prior notice, allow representatives of the Collateral Agent to
inspect, during normal business hours, all documents evidencing such Assigned Receivable
(whether incorporated in a title or not), including but not limited to any written agreement,
acknowledgment of debt, certificate, intercompany note, exchange of letters, fax or e-mail.
	 
	2.12	 	Within 5 calendar days after the Collateral Agent has notified the Assignor that an Event of
Default has occurred and is continuing, the Assignor shall notify its current and future
debtors of Assigned Receivables of the Assignment by delivering to such debtors a Notice of





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	 	 	Assignment to Debtors substantially in the form of Schedule 6 but, where necessary
or appropriate, in the respective language of the addressee. The Assignor shall
simultaneously send a copy of any Notice of Assignment to Debtors to the Collateral Agent.
	 
	2.13	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assignor shall co-operate with the Collateral Agent and use its best
commercially reasonable endeavors in assisting the Collateral Agent in collecting the Assigned
Receivables, Assigned Intercompany Receivables and Assigned Bank Accounts.
	 
	2.14	 	Before the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assignor undertakes that the Assigned Receivables and the Assigned
Intercompany Receivables be paid onto the Assigned Bank Accounts as set out in Schedule
1.
	 
	2.15	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assigned Receivables, the Assigned Intercompany Receivables and the
Assigned Bank Accounts shall be paid to the Collateral Agent or as directed by the Collateral
Agent.
	 
	3.	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX 
	 
	3.1	 	If and to the extent (i) the obligations of the Assignor under this Agreement are for the
exclusive benefit of the Affiliates of such Assignor (except for the (direct or indirect)
Subsidiaries of such Assignor) 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 3 of the Term Loan
Guarantee and the Revolving Guarantee entered into by the Assignor shall apply to any
enforcement of the security interest created hereunder and the proceeds of such enforcement.
	 
	4.	 	RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 
	4.1	 	Provided the Assignor has not complied with the obligations set out in Section 2.5 and 2.8
within the time limits set forth therein, the Collateral Agent shall be entitled, at any time
on or after the sixth Business Day after the Closing Date, to notify or to request the
Assignor to notify to the relevant debtor, the Assignment in respect of all or part of the
Assigned Intercompany Receivables or the Assigned Bank Accounts:
	 
	4.1.1	 	in the form of Schedule 4 to this Agreement with respect to Assigned Intercompany
Receivables;
	 
	4.1.2	 	in the form of Schedule 5 to this Agreement with respect to Assigned Bank Accounts.




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	4.2	 	The Collateral Agent shall be entitled to notify, or request the Assignor to notify, the
Assignment in respect of all or part of the Assigned Bank Accounts and Assigned Intercompany
Receivables to the relevant debtors following the receipt of up-dated Schedule 1 or
Schedule 2 in accordance with Section 2.4.4.
	 
	4.3	 	The Collateral Agent has the right to request that the Assignor transfers to the Collateral
Agent all documents evidencing the Assigned Receivables, the Assigned Intercompany Receivables
and the Assigned Bank Accounts (whether incorporated in a title or not), including but not
limited to any written agreement, acknowledgment of debt, certificate, intercompany note,
exchange of letters, fax or e-mail).
	 
	4.4	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Collateral Agent shall be entitled to request immediately the Assignor
to notify the debtors of the Assigned Receivables of the Assignment, and, if the Collateral
Agent has not received evidence of such notification within five calendar days in accordance
with Section 2.12, the Collateral Agent shall be entitled to notify on its own, the Assignment
in respect of all or part of the Assigned Receivables to the relevant debtors by a Notice of
Assignment to Debtors substantially in the form of Schedule 6 to this Agreement.
	 
	4.5	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing or, with respect to the Assigned Receivables exclusively, 5 calendar days
after such notification:
	 
	4.5.1	 	the Collateral Agent shall be entitled, but not obligated, to collect any Assigned
Receivable, any Assigned Intercompany Receivable and any Assigned Bank Account and to apply
the amounts collected towards the discharge of the Secured Obligations in accordance with the
Intercreditor Agreement;
	 
	4.5.2	 	the Collateral Agent shall have the right to access the premises of the Assignor to the full
extent necessary during ordinary business hours, at the sole discretion of the Collateral
Agent, to ascertain the existence and particulars of the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts;
	 
	4.5.3	 	the Collateral Agent shall be entitled, but not obligated, to undertake on its own
initiative and cost any acts it deems appropriate to collect any overdue or bad claim under
the Assigned Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts
and shall apply the amounts so collected towards the discharge of the Secured Obligations in
accordance with the Intercreditor Agreement; and
	 
	4.5.4	 	to the extent that collection of any Assigned Receivable, any Assigned Intercompany
Receivable and/or any Assigned Bank Account is not possible or is deemed unduly





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	 	 	burdensome in the reasonable opinion of the Collateral Agent, the latter shall be entitled
to sell such Assigned Receivables, Assigned Intercompany Receivables and/or Assigned Bank
Accounts by private sale (“Private Verwertung (Selbstverkauf)”), without regard to the
enforcement procedure provided for by the Swiss Federal Law on Debt Collection and
Bankruptcy, and apply the proceeds (less all costs and expenses) of such sale towards the
discharge of the Secured Obligations. The Collateral Agent shall apply such proceeds in
accordance with the Intercreditor Agreement. The Collateral Agent shall discharge its rights
under this Agreement with the same degree of care it would use in respect of its own
property.
	 
	4.6	 	Upon repayment and discharge in full of the Secured Obligations, the Collateral Agent, at the
costs of the Assignor, shall promptly, and in any event within 5 Business Days from the full
discharge of the Secured Obligations, re-assign the remainder, if any, of the Assigned
Receivables, Assigned Intercompany Receivables and/or Assigned Bank Accounts to the Assignor.
Notwithstanding the above, if the Collateral Agent is authorized to release in whole or in
part any assigned collateral under both the Term Loan Credit Agreement and the Revolving
Credit Agreement, the Collateral Agent is authorized to release such collateral under this
Agreement.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Assignor represents and warrants to the Collateral Agent that:
	 
	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;
	 
	5.1.2	 	as long as this Agreement remains in force, the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts are and will continue to be (and any
Assigned Receivable, any Assigned Intercompany Receivable and any Assigned Bank Account coming
into existence in the future will be) free and clear of any pledge, encumbrance or other third
party interests, with the exception of any liens permitted under the Credit Agreements;
	 
	5.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this
Agreement constitutes (i) its legal, valid and binding obligations enforceable against it
pursuant to its terms and (ii) a valid and effective transfer of the Assigned Receivables, the





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	 	 	Assigned Intercompany Receivables and the Assigned Bank Accounts from Assignor to the
Collateral Agent and the Secured Parties.
	 
	6.	 	FURTHER ASSURANCES OF THE ASSIGNOR
	 
	 	 	The Assignor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Assignment provided for in
this Agreement.
	 
	7.	 	POWERS OF ATTORNEY
	 
	 	 	The Assignor authorizes the Collateral Agent to be its attorney and in its name, on its
behalf and as its act to execute, deliver and perfect all documents (including giving
notifications and instructions to customers of the Assignor) and do all things that are
necessary for carrying out any obligation imposed on the Assignor under this Agreement,
provided that the Assignor does not carry out such obligation in due time in accordance with
the terms of this Agreement, or exercising any of the rights conferred on the Collateral
Agent by this Agreement or by law, in particular in connection with a private realization
(“Private Verwertung (Selbstverkauf)”) but in any case only after the Collateral Agent has
notified the Assignor that an Event of Default has occurred and is continuing.
	 
	8.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The rights and obligations of the Assignor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of the
rights and obligations of the Collateral Agent under this Agreement shall be restricted to
and made in accordance with Section 12 below. Nothing in this Agreement shall be construed
as limiting the right of the Secured Parties to assign their rights and obligations under
the Credit Agreements in accordance with the relevant provisions thereof.
	 
	9.	 	EFFECTIVENESS OF ASSIGNMENT
	 
	9.1	 	The security constituted by the Assignments under this Agreement shall be cumulative, in
addition to and independent of every other security which the Collateral Agent and/or Secured
Parties may at any time hold for the Secured Obligations or any rights, powers and remedies
provided by law.
	 
	9.2	 	No failure on the part of the Collateral Agent and/or Secured Parties to exercise, or delay
on its part in exercising, any rights hereunder shall operate as waiver thereof, nor shall any
single





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		 	or partial exercise of any rights hereunder preclude any further or other exercise of that
or any other rights.
	 
	9.3	 	The Collateral Agent and/or Secured Parties shall not be liable by reason of taking any
action permitted by this Agreement.
	 
	10.	 	COSTS AND EXPENSES
	 
	 	 	The Assignor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Assignment hereby constituted or the exercise of any
rights hereunder and the Assignor shall reimburse and indemnify the Collateral Agent for any
such costs or expenses reasonably incurred by it.
	 
	11.	 	NOTICES
	 
	 	 	All notices or other communications made or given in connection with this Agreement shall be
made by facsimile or letter as follows:






	 	a)	 	if to the Assignor
	 
	 	 	 	Novelis Technology AG





	 	 	 	 	 

	 

	 	Address:
	 	Zentralstrasse 100

CH- 8212 Neuhausen am Rheinfall
	 
	 	 	 	 
	 

	 	Attn:
	 	Legal Department







	 	 	with a copy to:
	 
	 	 	Novelis AG





	 	 	 	 	 

	 

	 	Address:
	 	Sternenfeldstrasse 19

CH- 8700, Küsnacht
	 
	 	 	 	 
	 

	 	Attn:
	 	Legal Department







	 	b)	 	if to the Collateral Agent
	 
	 	 	 	Bank of America, N.A.





	 	 	 	 	 

	 

	 	Address
	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	 	 	Chicago, Illinois 60603
	 
	 	 	 	 
	 

	 	Attn:
	 	Account Officer
	 
	 	 	 	 
	 

	 	Fax:
	 	+1 312-453-5555






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		 	or to such other address or facsimile numbers or e-mail address as is notified in writing
from time to time by one party to the other party under this Agreement. Notices shall be
effective upon receipt.
	 
	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.
	 
	12.	 	SUCCESSOR AGENT
	 
	 	 	If a successor of the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Revolving Credit Agreement, the Collateral
Agent hereunder will be automatically replaced by the successor Revolving Credit Collateral
Agent as party to this Agreement.
	 
	13.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Agreement, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.
	 
	14.	 	WAIVERS AND MODIFICATIONS
	 
	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.




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	15.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	16.	 	LAW AND JURISDICTION
	 
	16.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.
	 
	16.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.
	 
	16.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under the
relevant Credit Agreement, provided that a legal action or proceeding under any of the Credit
Agreements is already pending before such court or a claim under any of the Credit Agreements
is submitted simultaneously with a claim in respect to this Agreement to such court. By
execution and delivery of this Agreement, the Assignor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.
	 
	16.4	 	The Assignor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave
of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600)
(telecopy no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail,
postage prepaid) or delivering a copy of such process to the Assignor in care of the Process
Agent at the Process Agent’s above address, and the Assignor hereby irrevocably authorizes and
directs the Process Agent to accept such service on its behalf. Each Guarantor agrees that





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	 	 	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.
	 
	16.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the
Revolving Secured Parties and as sub-agent and bailee for the Term Loan Collateral Agent (as
defined in the Intercreditor Agreement) pursuant to Section 7.4 of the Intercreditor
Agreement.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES








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SIGNATURE PAGE




Bank of America N.A.




as
Collateral Agent acting for itself, in the name of, on behalf of and
for the benefit of the Secured Parties



Date:




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name: Christopher Kelly Wall
	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Peter M. Walther
	 	 
	 

	 	Title: Senior Vice President	 	 






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SIGNATURE PAGE




Novelis Technology AG,




as Assignor




Date:




Date:




	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: David Sneddon

Title: Director
	 	 	 	 	 	Name: Antonio Tadeu Coelho Nardocci

Title: Chairman






19/25









 






Assignment Agreement (Novelis Technology AG)




SCHEDULE 1




LIST OF BANK ACCOUNTS


In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Bank Accounts listed immediately below:




	 	 	 	 	 	 	 

	Name of Depositary Bank

	 	Branch Office
	 	Account Number
	 	Account Holder
	Credit Suisse

	 	Zürich
	 		 	Novelis Technology AG






20/25









 






SCHEDULE 2




LIST OF INTERCOMPANY RECEIVABLES


In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Intercompany Receivables listed in the following document:







 









 








SCHEDULE 3




LIST OF TRADE RECEIVABLES


In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Receivables listed immediately below:




	 	 	 	 	 	 	 	 	 	 	 

	Debtors

	 	Nature of Claims
	 	Amount
	 	Maturity
	 	Guarantee
	 	Security / Interest
	NO TRADE 

RECEIVABLES AS OF 

THE DATE OF THIS 

AGREEMENT
	 	 	 	 	 	 	 	 	 	 






22/25









 






SCHEDULE 4




NOTICE OF ASSIGNMENT TO AFFILIATES


[Letterhead of the Assignor]




	 	 	 

	 

	 	Name of Intercompany

Debtor
	 
	 	 
	 

	 	[Address of Debtor]





BY REGISTERED MAIL



[Place/Date]




Re: Notification of Assignment



Dear Sirs,



By the present letter, you are hereby notified that we (the “Assignor”) and Bank of America N.A.
(the “Collateral Agent”) have entered into an assignment agreement (the “Agreement”). Thereby, the
Assignor has assigned by way of security (the “Assignment”), all its present and future receivables
against your company (the “Assigned Claims”) to the Collateral Agent, acting on behalf of a
consortium lenders.



Therefore, we would be grateful if you could confirm that any payments in fulfillment of present
and future claims, which we may from time to time have against you, shall be paid exclusively to
the Collateral Agent in the event of a notice given to you by the Collateral Agent to that effect.



Such notice shall be made by registered mail of fax (confirmed by registered mail) to the following
address: [insert name and address of Intercompany Debtor] attn. [insert name of responsible
person[s]], Fax [...].



Please note that you remain fully liable towards the Collateral Agent for all payments made
directly to us after receipt of the aforementioned notice.



We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 	 	 

	Very truly yours,

	 	 	 	Agreed and Acknowledged:
	 

	 	 	 	[name of the Intercompany Debtor]
	[Assignor]
	 	 	 	 
	____________________

	 	 	 	____________________
	[authorized signatories]

	 	 	 	[authorized signatories]






23/25









 






SCHEDULE 5




NOTICE OF ASSIGNMENT TO BANKS


[Letterhead of the Assignor]




	 	 	 

	 

	 	[Name of the Bank
 Account
Bank]
	 
	 	 
	 

	 	[Address of the Bank]






BY REGISTERED MAIL



[Place/Date]




Notification of Assignment



Dear Sirs,



Reference is made to the bank account no[s]. [...] (the “Bank Account[s]”) held by us (the
“Assignor”) with you in connection with which we have sent you a notification of assignment dated
[.], 2007.



You are hereby notified that the Assignor and Bank of America N.A. (the “Collateral Agent”) have
entered as of December [¦], 2010 into a new assignment agreement (the “Agreement”). Thereby, the
Assignor has assigned by way of security (the “Assignment”), all the current and future amounts
standing to the credit of the Bank Account (the “Assigned Claims”) to the Collateral Agent, acting
on behalf of a consortium of lenders.



Under the Agreement, the Collateral Agent has authorized the Assignor, subject to revocation, to
dispose of the Assigned Claims. The revocation of such authorization shall be made by registered
mail of fax (confirmed by registered mail) to the following address: [insert name and address of
bank] attn. [insert name of responsible person[s]], Fax [...]. By countersigning the present
letter, you hereby irrevocably agree that upon receipt of notice of such revocation, you may only
validly discharge your obligations in respect of the Assigned Claims by payment to the Collateral
Agent.



Please note that we hereby release you from any and all your obligations in relation to Swiss
Banking Secrecy with respect to the Collateral Agent to the extent required for the latter to
perform its rights and obligations under the Agreement.



The Collateral Agent has requested that you waive any first ranking security interest and/or any
right of set-off you may have in relation to the Assigned Claims. By countersigning this letter you
confirm that you accept to waive in favor of the Collateral Agent (and the lenders represented by
the Collateral Agent) any first ranking security interest and/or any right of set-off you may have
in relation to the Assigned Claims.



The Collateral Agent agrees with the foregoing by countersigning the present letter.





24/25









 







We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 

	[Assignor]

	 	Agreed and Acknowledged:
	____________________

	 	[name of Bank]
	[authorized signatories]

	 	____________________
	 

	 	[authorized signatories]
	 
	 	 




Agreed and Acknowledged by:



Bank of America N.A.




____________________

[authorized signatories]




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SCHEDULE 6




NOTICE OF ASSIGNMENT TO DEBTORS


[Letterhead of the Assignor]




	 	 	 

	 

	 	[Name of the Debtor]

[Address of the Debtor]






BY REGISTERED MAIL



[Place/Date]




Notification of Assignment



Dear Sirs,



We refer to the [contract and other particulars identifying the Assigned Receivables in relation to
the relevant trade debtor of the relevant Assignor].



You are hereby notified that Novelis Technology AG (the “Assignor”) and Bank of America N.A. (the
“Collateral Agent”) have entered into an assignment agreement (the “Agreement”) whereby current and
future trade receivables owing by the customers to the Assignor (the “Assigned Receivables”) have
been assigned to the Collateral Agent, acting on behalf of a consortium of lenders, irrespective of
whether currently due and payable or becoming due and payable in the future.



Under the Agreement, the Collateral Agent has authorized the Assignor, subject to revocation, to
collect the Assigned Receivables at certain conditions. The revocation of such power of attorney
shall be made by registered mail of fax (confirmed by registered mail) to the following address:
[insert name and address of debtor] attn. [insert name of responsible person[s]], Fax [...]. Upon
revocation you may only validly discharge your obligations in respect of the Assigned Receivables
by payment to the Collateral Agent. [Assignor/Collateral Agent]



We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 
	[Assignor]

	 	Agreed and Acknowledged:
	 
	 	 
	____________________

	 	[name of debtor]
	[authorized signatories]

	 	____________________
	 

	 	[authorized signatories]







26/25











 





Execution copy December 17, 2010



 





GUARANTEE




granted by




Novelis Technology AG



Neuhausen am Rheinfall, Switzerland



to



Bank of America, N.A.



Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of




the Secured Parties 



 






relating to



certain obligations of the Loan Parties under the Revolving Credit



Agreement dated as of or about 17 December, 2010.



 









 





Novelis Technology AG: Revolving Credit Guarantee Agreement




INDEX




	 	 	 
	1. DEFINITIONS AND INTERPRETATION
	 	3
	2. GUARANTEE
	 	4
	3. UP-STREAM
AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX
	 	7
	4. GUARANTOR’S UNDERTAKINGS
	 	9
	5. REPRESENTATIONS AND WARRANTIES
	 	9
	6. ASSIGNMENTS AND TRANSFERS
	 	10
	7. COSTS AND EXPENSES
	 	10
	8. NOTICES
	 	10
	9. SUCCESSOR AGENT
	 	11
	10. SEVERABILITY
	 	11
	11. WAIVERS AND MODIFICATIONS
	 	12
	12. COUNTERPARTS
	 	12
	13. LAW AND JURISDICTION
	 	12






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Novelis Technology AG: Revolving Credit Guarantee Agreement



This Guarantee (the “Guarantee”) is made between:





	(1)	 	NOVELIS Technology AG, a company incorporated under the laws of Switzerland, having
its seat at Zentralstrasse 100, 8212 Neuhausen am Rheinfall, Switzerland (the “Guarantor”);





and





	(2)	 	Bank of America, N.A., a national banking association organized under the laws of
the United States, having its seat at Charlotte, North Carolina, USA, acting for itself, in
the name of, on behalf of and for the benefit of the Secured Parties (as defined in the
Revolving Credit Agreement) in its capacity as Collateral Agent under the Revolving Credit
Agreement (the “Collateral Agent”).




PREAMBLE:





	(A)	 	The Guarantor and the Collateral Agent have entered into that certain Credit Agreement dated
as of or about December 17, 2010 (the “Revolving Credit Agreement”) among, inter alia, Novelis
Inc., Novelis Corporation, Novelis UK Limited and Novelis AG (each as Borrower), AV Metals
Inc. (as Parent Guarantor) and the Subsidiary Guarantors party thereto, and other Lenders
party thereto (as defined therein) (the “Revolving Loan Lenders”), whereby the Borrowers were
made available certain revolving credit facilities by the Revolving Loan Lenders.






	(B)	 	The Collateral Agent and Secured Parties require the Guarantor to unconditionally and
irrevocably guarantee the prompt and complete payment and performance by the Loan Parties (as
defined in the Revolving Credit Agreement) of their obligations under the Revolving Credit
Agreement, as further defined in this Guarantee.






	1.	 	   DEFINITIONS AND INTERPRETATION






	1.1	 	In this Guarantee:






	 	 	“Business Day” means one day on which the commercial banks in Zurich are open for normal
business transactions;






	 	 	“Guaranteed Obligations” means the prompt payment in full when due (whether at stated
maturity, by required prepayment, declaration, demand, by acceleration or




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Novelis Technology AG: Revolving Credit Guarantee Agreement





otherwise) of the principal of and interest (including any interest, fees, costs or charges
accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which
would have accrued, but for the commencement of such an Insolvency Proceeding) 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 Bank Product 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”).




	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Revolving Credit Agreement.






	1.3	 	In this Guarantee, (a) a person includes its successors and assigns; (b)
headings are for convenience of reference only and are to be ignored in construing this
Guarantee and (c) references to any agreement or document are references to that agreement or
document as amended, varied, supplemented, substituted or novated from time to time, in
accordance with its terms.






	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.






	2.	 	GUARANTEE






	2.1	 	In accordance with Article 111 of the Swiss Code of Obligations, the Guarantor, acting as
primary and independent obligor and not merely as a
surety (“Bürge”/“Caution” within
the meaning of Articles 492 ss. of the Swiss Code of Obligations), hereby unconditionally
(subject to Section 3 below) and absolutely guarantees, on a first demand basis, the prompt
and complete payment and performance by the Loan Parties of the Guaranteed Obligations.






	2.2	 	The Guarantor hereby expressly acknowledges that the meaning of the term “Guaranteed
Obligations” used in this Guarantee (and consequently the extent of its undertaking under




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Novelis Technology AG: Revolving Credit Guarantee Agreement





this Guarantee) is defined (i) by reference to the Revolving Credit Agreement and
the Guarantor expressly confirms that it fully understands and accepts such definition of the
terms “Guaranteed Obligations” used in this Guarantee.




	2.3	 	In the event where any Loan Party fails to pay or perform timely any Guaranteed Obligation,
(subject to Section 3 below) the Collateral Agent will be entitled to claim from the
Guarantor, on a first demand basis, damages for an amount equal to, as applicable, (i) such
Guaranteed Obligation, and (ii) any additional amount (including but not limited to the
Collateral Agent’s costs) to the extent necessary to put the Secured Parties in the position
in which they would have been, had such Guaranteed Obligation been timely paid or performed.






	2.4	 	The Collateral Agent will make any demand for damages under Section 2.3 above towards the
Guarantor by registered letter with acknowledgement of receipt. The Collateral Agent will
confirm in such demand that the Guaranteed Obligations have not been timely paid or performed
and to what extent. Subject to Section 3, the Guarantor so notified by the Collateral Agent
shall pay within 5 Business Days of that first demand.






	2.5	 	The Guarantor understands and agrees that the Guarantee is a continuing, absolute and
unconditional (subject to Section 3 below) guarantee of payment without regard to (a) the
validity or enforceability of the Revolving Credit Agreement or any other applicable Loan
Document, any of the Guaranteed Obligations, or any collateral security therefor or guarantee
or right of set-off with respect thereto at any time or from time to time held by the
Collateral Agent or any applicable Secured Party, (b) any defense, set-off or counterclaim
which may at any time be available to or be asserted by the Loan Parties against the
Collateral Agent or any applicable Secured Party (including, but not limited to, any right the
Loan Parties may have to first require the Collateral Agent to proceed against or enforce any
other rights, security or claim payment from a person before claiming payment from the
Guarantor under this Guarantee), or (c) any other circumstance whatsoever which constitutes,
or might be construed to constitute, a discharge of the Guaranteed Obligations.






	2.6	 	When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against the Guarantor, the Collateral Agent may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have against the Loan
Parties, or any other person or against any collateral security or guarantee for the
Guaranteed Obligations, or any right of set-off with respect thereto,




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Novelis Technology AG: Revolving Credit Guarantee Agreement





and any failure by the Collateral Agent to make any such demand, to pursue such other rights
or remedies or to collect any payments from the Loan Parties or any other person or to
realize upon any such collateral security or guarantee or to exercise any such right of
set-off shall not relieve the Guarantor of any applicable obligation or liability under this
Guarantee, 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 any applicable Secured Party
against the Guarantor.




	2.7	 	Subject to Section 3 below, the Guarantor’s obligations under this Guarantee will not be
discharged, suspended or in any way affected by:






	 	(i)	 	any failure or delay by the Collateral Agent to realize upon or seek to enforce
against the Loan Parties any liability or obligation arising under the Revolving Credit
Agreement;
	 
	 	(ii)	 	any default, failure or delay in the performance by the Loan Parties of the
Guaranteed Obligations;
	 
	 	(iii)	 	any waiver of or consent to departure from the provisions of, or any amendment
to this Guarantee, the Revolving Credit Agreement or any applicable Loan Document,
except when made in writing and executed by the Guarantor and the Collateral Agent;
	 
	 	(iv)	 	any bankruptcy, receivership or any other insolvency proceeding related to any
Loan Party or its property or any merger, reorganization, dissolution, sale of assets,
or other winding up of any Loan Party; or
	 
	 	(v)	 	any other circumstance which may otherwise constitute a defense available to, or
a discharge of, the Guarantor in respect of its obligations under this Guarantee.






	2.8	 	This Guarantee will be valid and will remain in full force until such time as the Guaranteed
Obligations, as applicable have been paid and discharged in full, and no further Guaranteed
Obligations are capable of arising thereafter.






	2.9	 	The provisions of Sections 2.12 (with respect to Taxes), 2.15, 2.21, 2.22, 2.23 and 7.10 of
the Revolving Credit Agreement are hereby incorporated, mutatis mutandis, and shall apply to
this Agreement, the parties hereto and the Secured Parties as if set forth herein.






	2.10	 	Notwithstanding anything herein to the contrary, this Guarantee 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 or about December 17, 2010 (as amended, restated,




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Novelis Technology AG: Revolving Credit Guarantee Agreement





amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”) among Novelis Inc., a corporation amalgamated under the Canada
Business Corporations Act, Novelis Corproration, a Texas corporation, Novelis Pae
Corporation, a Delaware corporation, Novelis Brand LLC, a Delaware limited liability company,
Novelis South America Holdings LLC, a Delaware limited liability company, Aluminium 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, AV
Metals Inc., a corporation formed under the Canada Business Corporations Act, the Guarantor
and other guarantors party thereto, Bank of America, N.A., as Revolving Credit Administrative
Agent and Revolving Credit Collateral Agent, and Bank of America, N.A., as Term Loan
Administrative Agent and 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. Except as
provided for in this paragraph, notwithstanding anything herein to the contrary, the
Revolving Credit Agreement, including Article X thereof shall govern and control the exercise
of remedies by Collateral Agent.




	3.	 	UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX






	3.1	 	If and to the extent that (i) the obligations of the Guarantor under this Agreement are for
the exclusive benefit of the Guarantor’s Affiliates (except the Guarantor’s (direct or
indirect) Subsidiaries) and (ii) complying with the obligations under this Agreement would
constitute a repayment of capital (“restitution des apports”/“Einlagerückgewähr”) or the
payment of a (constructive) dividend (“distribution de
dividende”/“Gewinnausschüttung”), the
following shall apply:






	 	(i)	 	The aggregate obligations under the Guarantee of the Guarantor shall be limited
to the maximum amount of the 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 such company makes a payment under the Guarantee (provided such limitation is still
a legal requirement under Swiss law at that time);
	 
	 	(ii)	 	Immediately after having been requested to make a payment under the Guarantee
(the “Guarantee Payment”), the Guarantor will (a) provide the Collateral Agent,




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Novelis Technology AG: Revolving Credit Guarantee Agreement





within twenty (20) Business Days from being requested to make the Guarantee Payment,
with (1) an interim audited balance sheet prepared by the statutory auditors of the
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 Guarantor under the Guarantee without breaching the provisions of Swiss corporate
law, which are aimed at protecting the share capital and legal reserves, and (b) upon
receipt of the confirmation referred to in the preceding sentence under (3) and after
having taken all actions required pursuant to Section 3.2 below, pay (i) the Guarantee
Payment in full or (ii) the Available Amount, whichever is less (in any case, less, if
required, any withholding tax under the Swiss Federal Act on Withholding Tax of October
13, 1965 (the “Swiss Withholding Tax”)).




	 	(iii)	 	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
Guarantee or the Security Documents, the 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 Guarantee 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 Collateral Agent that the Swiss Withholding Tax has been paid to
the Swiss Federal Tax Administration, and the Guarantor shall not be required to make a
gross-up, indemnify or otherwise hold harmless the Secured Parties for the deduction of
the Swiss Withholding Tax. The Guarantor shall use its best efforts to ensure that any
person which is, as a result of a payment under this Guarantee, 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 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 Guaranteed Obligations will only be
considered as discharged to the extent of the effective payment received by the Secured
Parties under this Guarantee. This subsection (iii) is without prejudice to the gross-up
or indemnification obligations under the Revolving Credit Agreement.






	3.2	 	The Swiss Guarantor 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 Guarantee or the Security Documents, which may be




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Novelis Technology AG: Revolving Credit Guarantee Agreement





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 Guarantee or the Security
Documents in order to allow for a prompt payment of the Guarantee Payment or Available
Amount, as applicable.




	4.	 	GUARANTOR’S UNDERTAKINGS






	4.1	 	The Guarantor agrees and undertakes:






	4.1.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Guarantee conferred herewith in favour of the applicable Secured Parties;






	4.1.2	 	not to sell, transfer or otherwise dispose of its assets, unless otherwise permitted by the
applicable Loan Documents; and






	4.1.3	 	not to create or allow to subsist any security interest, except as permitted under the
Revolving Credit Agreement or as provided for by mandatory provisions of Swiss law over or in
respect of its assets or permit to be done, anything which would foreseeably depreciate,
jeopardize or otherwise directly or indirectly prejudice the value to the applicable Secured
Parties of the Guarantor’s assets, unless otherwise permitted by the applicable Loan
Documents.






	5.	 	REPRESENTATIONS AND WARRANTIES






	5.1	 	Without prejudice to the representations and warranties made under the Revolving Credit
Agreement, the Guarantor represents and warrants to the Collateral Agent that, as of the date
hereof:






	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted; and
	 
	5.1.2	 	this Guarantee (i) constitutes its legal, valid and binding obligations enforceable
against it




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Novelis Technology AG: Revolving Credit Guarantee Agreement





pursuant to its terms and (ii) creates a valid, effective and independent guarantee within
the meaning of article 111 of the Swiss Code of Obligations in favor of the Collateral Agent
and the applicable Secured Parties.




	6.	 	ASSIGNMENTS AND TRANSFERS






The rights and obligations of the Guarantor under this Guarantee may not be assigned or
transferred without the prior written consent of the Collateral Agent, except as otherwise
provided in the Revolving Credit Agreement. Nothing in this Guarantee shall be construed as
limiting the right of the Secured Parties to assign their rights and obligations under the
Revolving Credit Agreement, as the case may be in accordance with the relevant provisions of
such agreement.




	7.	 	COSTS AND EXPENSES






The Guarantors shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Guarantee or the exercise of any rights hereunder and the
Guarantor shall reimburse and indemnify the Collateral Agent for any such costs or expenses
reasonably incurred by it.




	8.	 	NOTICES






All notices or other communications made or given in connection with this Guarantee shall be
made by facsimile or letter as follows:



          a) if to the Guarantor




               Novelis Technology AG




               Address:          Zentralstrasse 100




                                         CH- 8212 Neuhausen am Rheinfall




                Attn:                Legal Department




               with a copy to:




               Novelis AG




               Address:           Sternenfeldstrasse 19




                                         CH- 8700 Küsnacht




               Attn:                 Legal Department






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Novelis Technology AG: Revolving Credit Guarantee Agreement





          b) if to the Collateral Agent




               Bank of America, N.A.




               Address 135 S. LaSalle, Suite 927, IL4-135-09-27




               Chicago, Illinois 60603




               Attn: Account Officer




               Fax: +1 312-453-5555





or to such other address or facsimile numbers as is notified in writing from time to time by
one party to the other party under this Guarantee. Notices shall be effective upon receipt.




Each notice, communication and document given under or in connection with this Guarantee
shall be in English or, if not, accompanied by an accurate translation thereof which has been
confirmed by authorized signatory of the party giving the same as being a true and accurate
translation.




	9.	 	SUCCESSOR AGENT






	 	 	If a successor of the Revolving Credit Collateral Agent is appointed pursuant to the relevant
provisions of the Revolving Credit Agreement, the Collateral Agent will hereunder
automatically be replaced by the successor Revolving Credit Collateral Agent as party to this
Guarantee, upon notice to the Guarantor of the appointment of the successor Revolving Credit
Collateral Agent.






	10.	 	SEVERABILITY






	 	 	If any provision of this Guarantee is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Guarantee or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Guarantee, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.




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Novelis Technology AG: Revolving Credit Guarantee Agreement





	11.	 	WAIVERS AND MODIFICATIONS






	 	 	This Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Revolving Credit Agreement.






	12.	 	COUNTERPARTS






	 	 	This Guarantee may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.






	13.	 	LAW AND JURISDICTION






	13.1	 	This Guarantee shall be governed by and construed in accordance with the substantive laws of
Switzerland.






	13.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Guarantee.






	13.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Guarantee
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under the
Revolving Credit Agreement, provided that a legal action or proceeding under the Revolving
Credit Agreement is already pending before such court or a claim under the Revolving Credit
Agreement is submitted simultaneously with a claim in respect to this Guarantee to such court.
By execution and delivery of this Guarantee, the Guarantor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.






	13.4	 	The Guarantor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave
of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600)
(telecopy no: +1 212-299-5656) (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,




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Novelis Technology AG: Revolving Credit Guarantee Agreement





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 Guarantee. Such service may be made by
mailing (by registered or certified mail, postage prepaid) or delivering a copy of such
process to the Guarantor in care of the Process Agent at the Process Agent’s above address,
and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such
service on its behalf. The Guarantor 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.


THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







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Novelis Technology AG: Revolving Credit Guarantee Agreement




SIGNATURE PAGE




Bank of America, N.A.,




as
Collateral Agent acting for itself, in the name of, on behalf of and for the benefit of the Secured Parties




Date:




					
	 	
 	 
	 	By:  	 	 
	 	 	Name:  	Peter M. Walther   	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




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Novelis Technology AG: Revolving Credit Guarantee Agreement



SIGNATURE PAGE



Novelis Technology AG,

as Guarantor



Date:




	 	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 	 
	 

	 	 
	 	 	 	 	 
	 

	 	Name: David Sneddon
	 	 	 	Name: Antonio Tadeu Coelho Nardocci	 
	 

	 	Title: Director
	 	 	 	Title: Chairman	 







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Execution copy December 17, 2010




 






Agreement




between




Novelis AG




Küsnacht, Switzerland




and




Bank of America N.A.




Charlotte, North Carolina, USA




acting for itself, in the name of, on behalf of and for the benefit of




the Secured Parties 




 






relating to the




Assignment of Trade Receivables, Intercompany Receivables and Bank Accounts







 









 







Assignment Agreement (Novelis AG)




INDEX




	 	 	 	 	 

	1. INTERPRETATION
	 	 	4	 
	2. ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 	 	6	 
	3. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
	 	 	10	 
	4. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 	 	10	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	6. FURTHER ASSURANCES OF THE ASSIGNOR
	 	 	12	 
	7. POWERS OF ATTORNEY
	 	 	13	 
	8. ASSIGNMENTS AND TRANSFERS
	 	 	13	 
	9. EFFECTIVENESS OF ASSIGNMENT
	 	 	13	 
	10. COSTS AND EXPENSES
	 	 	14	 
	11. NOTICES
	 	 	14	 
	12. SUCCESSOR AGENT
	 	 	15	 
	13. SEVERABILITY
	 	 	15	 
	14. WAIVERS AND MODIFICATIONS
	 	 	15	 
	15. COUNTERPARTS
	 	 	15	 
	16. LAW AND JURISDICTION
	 	 	15	 
	SCHEDULE 1
	 	 	19	 
	SCHEDULE 2
	 	 	20	 
	SCHEDULE 3
	 	 	21	 
	SCHEDULE 4
	 	 	22	 
	SCHEDULE 5
	 	 	23	 
	SCHEDULE 6
	 	 	25	 






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Assignment Agreement (Novelis AG)


This Agreement (the “Agreement”) is made between:





	(1)	 	Novelis AG, a company incorporated under the laws of Switzerland, having its seat at
Sternenfeldstrasse 19, 8700 Küsnacht, Switzerland (the “Assignor”);





and





	(2)	 	Bank of America N.A. a national banking association organized under the laws of the
United States of America, having its seat at Charlotte, North Carolina, USA, acting for itself
in the name of, on behalf of and for the benefit of the Secured Parties (as defined in this
Agreement) in its capacity as Collateral Agent under the Revolving Credit Agreement (the
“Collateral Agent”).





WHEREAS





	(A)	 	The Assignor and Bank of America, N.A. as Collateral Agent under the Term Loan Agreement
(defined below) (the “Term Loan Collateral Agent”) have entered into that certain Credit
Agreement on or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia
Novelis Inc. (as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto,
whereby the Borrower was made available certain term loan credit facilities by the Lenders
party thereto (the “Term Loan Lenders”).
	 
	(B)	 	The Assignor and the Collateral Agent have entered into that certain Credit Agreement on or
about December 17, 2010 (the “Revolving Credit Agreement” and together with the Term
Loan Agreement, the “Credit Agreements”) among, inter alia, Novelis Inc., Novelis Corporation,
Novelis UK Limited and the Assignor (each as Borrower) AV Metals Inc. (as Parent Guarantor)
and the Subsidiary Guarantors party thereto, and other Lenders party thereto (as defined
therein) (the “Revolving Credit Lenders”), whereby the Borrowers were made available
certain revolving credit facilities by the Revolving Credit Lenders.
	 
	(C)	 	On or about December 17, 2010, the Collateral Agent, the Term Loan Collateral Agent,
the Assignor and other borrowers and guarantors party thereto, entered into an Intercreditor
Agreement governing the relationship and preference rights of the Term Loan Secured Parties
and Revolving Secured Parties (as these terms are defined below) among each other in relation
to the collateral granted by the borrowers and guarantors (including Assignor) under or in
connection with the Credit Agreements (the “Intercreditor Agreement”).
	 
	(D)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement in
favor of the Term Loan Collateral Agent (acting for itself, in the name of, on behalf of and
for the benefit of the Term Loan Secured Parties) (the “Term Loan Guarantee”).




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Assignment Agreement (Novelis AG)



	(E)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement in
favor of the Revolving Credit Collateral Agent (acting for itself, in the name of, on behalf
of and for the benefit of the Revolving Secured Parties) (the “Revolving Guarantee”).
	 
	(F)	 	The Collateral Agent, the Term Loan Collateral Agent and the Lenders under each of the Term
Loan Agreement and the Revolving Credit Agreement require the Assignor to enter into this
assignment for security purposes in favour of the Collateral Agent for the benefit of the
Secured Parties, and subject to the terms of the Intercreditor Agreement.
	 
	(G)	 	The Assignor has agreed to assign (i) the Assigned Receivables, (ii) the Assigned
Intercompany Receivables and (iii) the Assigned Bank Accounts as security for the Secured
Obligations (as these terms are defined in Section 1 below) to the Collateral Agent, acting
for itself, in the name of, on behalf of and for the benefit of the Secured Parties (as
defined in Section 1 below).





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement:
	 
	 	 	“Assigned Bank Accounts” means all current or future rights, title,
interest and action (including any balances and accrued interest) the
Assignor may have or acquire in relation to any bank account which the
Assignor now has or may at any time have in the future vis-à-vis any
bank or other financial institution, including, but not limited to,
the bank accounts listed in Schedule 1, together with all rights and
benefits relating thereto including privileges and ancillary rights in
respect thereof (art. 170 Swiss Code of Obligations);
	 
	 	 	“Assigned Intercompany Receivables” means all current or future
receivables owed by Affiliates to Assignor and arising in the course
of business of the Assignor, whether contingent or not, incorporated
in a title or not, together with all rights and benefits relating
thereto including privileges and ancillary rights in respect thereof
(art. 170 Swiss Code of Obligations); Currently existing Assigned
Intercompany Receivables are listed in Schedule 2;
	 
	 	 	“Assigned Receivables” means all current or future receivables owed by customers or other
trade debtors (excluding any Affiliate) to the Assignor and arising in the course of
business of the Assignor, whether contingent or not, together with all rights and
benefits relating thereto including privileges and ancillary rights in respect thereof
(art. 170 Swiss Code of Obligations) but excluding any receivables purchased pursuant
the Receivables Purchase Agreement entered into between Novelis Deutschland GmbH as
seller and the Assignor as




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Assignment Agreement (Novelis AG)



	 	 	purchaser on or around the date hereof ; Currently existing
Assigned Receivables are listed in Schedule 3;
	 
	 	 	“Assignment” means the assignments by the Assignor of the Assigned Intercompany Receivables,
Assigned Receivables and Assigned Bank Accounts to the Collateral Agent, acting for itself,
in the name of, on behalf of and for the benefit of the Secured Parties pursuant to art. 164
et seq. of the Swiss Code of Obligations;
	 
	 	 	“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions;
	 
	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement;
	 
	 	 	“Notice of Assignment to Affiliates” means the notice substantially in the form of
Schedule 4 to this Agreement;
	 
	 	 	“Notice of Assignment to Banks” means the notice substantially in the form of Schedule
5 to this Agreement;
	 
	 	 	“Notice of Assignment to Debtors” means the notice substantially in the form of Schedule
6 to this Agreement;
	 
	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Revolving Secured Parties under the Revolving
Guarantee and (ii) the Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement);
	 
	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;
	 
	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;
	 
	 	 	“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;
	 
	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Term Loan Secured Parties under the Term Loan
Guarantee (ii) the Term Loan Secured Obligations (as defined in the Intercreditor
Agreement);




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Assignment Agreement (Novelis AG)



	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.
	 
	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Intercreditor Agreement and the Credit Agreements.
	 
	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, supplemented or substituted from time to time, in accordance with its terms.
	 
	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.
	 
	1.5	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.
	 
	2.	 	ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 
	2.1	 	The Assignor agrees to assign by way of security to the Collateral Agent (acting for itself,
in the name of and on behalf of the Secured Parties) the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts as security for the Secured
Obligations until the Discharge of Senior Lien Secured Obligations. The Assignor confirms that
it fully understands and accepts the definition of the term “Secured Obligations”.
	 
	2.2	 	For the purpose of effecting the Assignment, the Assignor hereby:




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Assignment Agreement (Novelis AG)



	2.2.1	 	assigns by way of security to the Collateral Agent and the Secured Parties, the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts;
	 
	2.2.2	 	subject as set out in Section 2.11.2, transfers to the Collateral Agent all documents
evidencing the existing Assigned Receivables, the existing Assigned Intercompany Receivables
and the existing Assigned Bank Accounts (whether incorporated in a title or not), including
but not limited to any written agreement, acknowledgment of debt, certificate, Intercompany
note, exchange of letters, fax or e-mail).
	 
	2.3	 	The Collateral Agent (acting for itself, in the name of, on behalf of and for the
benefit of the Secured Parties) expressly accepts the Assignment provided for in Section
2.1. and 2.2.
	 
	2.4	 	The Assignor agrees and undertakes as follows:
	 
	2.4.1	 	Except for liens permitted under the Credit Agreements, the Assignor shall refrain from
granting any pledge, encumbrance or other third party rights affecting the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts and shall
refrain from any other act or omission that would adversely affect the Collateral Agent’s and
Secured Parties’ rights under this Agreement or, except as permitted under the Credit
Agreements, any amounts that are or will become due under any of the Assigned Receivables, the
Assigned Intercompany Receivables and the Assigned Bank Accounts;
	 
	2.4.2	 	without the prior written consent of the Collateral Agent, the Assignor shall not enter into
any kind of arrangement that would provide for the non-assignability of any of the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts or subject
the assignability to the consent of a party other than the Collateral Agent;
	 
	2.4.3	 	except as permitted by the Credit Agreements, the Assignor shall not enter into any
arrangement by which the Assigned Receivables, the Assigned Intercompany Receivables and the
Assigned Bank Accounts would be assigned to a party other than the Collateral Agent and/or
Secured Parties;
	 
	2.4.4	 	the Assignor shall deliver to the Collateral Agent within 10 Business Days following the end
of each calendar quarter (the first time 10 Business Days following December 31, 2010 ), a
list of all its Assigned Receivables, Assigned Intercompany Receivables and Assigned Bank
Accounts outstanding as of the end of the relevant calendar quarter and assigned substantially
in the same form as set forth in Schedule 1 to 3 as appropriate;
	 
	2.4.5	 	upon the Collateral Agent’s written request and in no event more than once per year, unless
an Event of Default has occurred and is continuing, the Assignor shall deliver to the
Collateral




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Assignment Agreement (Novelis AG)



	 	 	Agent, within 10 Business Days from being so requested by the Collateral Agent, an
up-dated list of all its Assigned Receivables, Assigned Intercompany Receivables and Assigned
Bank Accounts outstanding as of the day where the Collateral Agent’s request under this
paragraph was received substantially in the same form as set forth in Schedule 1 to 3
as appropriate.
	 
	2.5	 	Within 5 Business Days from the Closing Date, the Assignor shall notify the banks of the
assignment by way of security of the Assigned Bank Accounts by delivering to such banks a
Notice of Assignment to Banks substantially in the form of Schedule 5. The Assignor
shall simultaneously send a copy of any Notice of Assignment to Banks to the Collateral Agent.
For the purpose of this Agreement, the Assignor shall release the respective banks from the
banking secrecy to the extent required for the Collateral Agent to perform its rights and
obligations hereunder. Subject to and in accordance with the terms and conditions of the
Credit Agreements, the Assignor shall be authorized to use its bank accounts and any balance
on its bank accounts freely without restriction for as long as no Event of Default has
occurred and is continuing, except in the circumstances set forth in Section 2.6 below.
	 
	2.6	 	Upon an Activation Notice (as this term is defined in the Revolving Credit Agreement) being
sent in accordance with Section 9.01 of the Revolving Credit Agreement, the Assignor shall not
longer be authorized to use its bank accounts and the Collateral Agent shall be entitled to
transfer any balance out of such bank accounts and apply such monies in accordance with
Section 9.01 of the Revolving Credit Agreement.
	 
	2.7	 	In the event where any bank would refuse to countersign the Notice of Assignment to Banks
listed in Schedule 5 and thereby would refuse to waive any first ranking security
interest and/or any right of set-off such bank may have in relation to the Assigned Bank
Accounts, the Assignor shall close the Assigned Bank Accounts and open new bank account(s)
(not subject to such first ranking security interest or right of set-off) with one or more
banking institutions, which would then be assigned by way of security to the Collateral Agent
as per the terms of this Agreement.
	 
	2.8	 	Within 5 Business Days from the Closing Date, the Assignor shall notify its respective
Affiliates of the assignment by way of security of the Assigned Intercompany Receivables by
delivering to such Affiliate a Notice of Assignment to Affiliates substantially in the form of
Schedule 4. The Assignor shall simultaneously send a copy of any Notice of Assignment
to Affiliates to the Collateral Agent.
	 
	2.9	 	Subject to and in accordance with the terms and conditions of the Credit Agreements, the
Assignor shall be authorized to collect any Assigned Receivables for as long as no Event of
Default has occurred and is continuing, and until such time as notified by the Collateral
Agent,




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Assignment Agreement (Novelis AG)



	 	 	provided the proceeds of such Assigned Receivables are credited on the Assigned Bank
Accounts.
	 
	2.10	 	With respect to any Assigned Intercompany Receivable and any Assigned Bank Account arising
after the date hereof, the Assignor undertakes to:
	 
	2.10.1	 	notify immediately the appropriate debtor of Assigned Intercompany Receivables or Assigned
Bank Accounts by using the appropriate notification form; and
	 
	2.10.2	 	transfer to the Collateral Agent all documents evidencing such Assigned Intercompany
Receivables and Assigned Bank Accounts (whether incorporated in a title or not), including but
not limited to any written agreement, acknowledgment of debt, certificate, intercompany note,
exchange of letters, fax or e-mail).
	 
	2.11	 	With respect to any Assigned Receivable arising after the date hereof, the Assignor
undertakes to:
	 
	2.11.1	 	instruct the debtor of such Assigned Receivable to discharge its obligations in relation
thereto exclusively on one of the Assigned Bank Accounts; and
	 
	2.11.2	 	upon the reasonable request of the Collateral Agent in accordance with the Credit Agreements
and upon giving appropriate prior notice, allow representatives of the Collateral Agent to
inspect, during normal business hours, all documents evidencing such Assigned Receivable
(whether incorporated in a title or not), including but not limited to any written agreement,
acknowledgment of debt, certificate, intercompany note, exchange of letters, fax or e-mail.
	 
	2.12	 	Within 5 calendar days after the Collateral Agent has notified the Assignor that an Event of
Default has occurred and is continuing, the Assignor shall notify its current and future
debtors of Assigned Receivables of the Assignment by delivering to such debtors a Notice of
Assignment to Debtors substantially in the form of Schedule 6 but, where necessary or
appropriate, in the respective language of the addressee. The Assignor shall simultaneously
send a copy of any Notice of Assignment to Debtors to the Collateral Agent.
	 
	2.13	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assignor shall co-operate with the Collateral Agent and use its best
commercially reasonable endeavors in assisting the Collateral Agent in collecting the Assigned
Receivables, Assigned Intercompany Receivables and Assigned Bank Accounts.
	 
	2.14	 	Before the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assignor undertakes that the Assigned Receivables and the Assigned
Intercompany Receivables be paid onto the Assigned Bank Accounts as set out in Schedule
1.




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Assignment Agreement (Novelis AG)



	2.15	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assigned Receivables, the Assigned Intercompany Receivables and the
Assigned Bank Accounts shall be paid to the Collateral Agent or as directed by the Collateral
Agent.
	 
	3.	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX 
	 
	3.1	 	If and to the extent (i) the obligations of the Assignor under this Agreement are for the
exclusive benefit of the Affiliates of such Assignor (except for the (direct or indirect)
Subsidiaries of such Assignor) 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 3 of the Term Loan
Guarantee and the Revolving Guarantee entered into by the Assignor shall apply to any
enforcement of the security interest created hereunder and the proceeds of such enforcement.
	 
	4.	 	RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 
	4.1	 	Provided the Assignor has not complied with the obligations set out in Section 2.5 and 2.8
within the time limits set forth therein, the Collateral Agent shall be entitled, at any time
on or after the sixth Business Day after the Closing Date, to notify or to request the
Assignor to notify to the relevant debtor, the Assignment in respect of all or part of the
Assigned Intercompany Receivables or the Assigned Bank Accounts:
	 
	4.1.1	 	in the form of Schedule 4 to this Agreement with respect to Assigned Intercompany
Receivables;
	 
	4.1.2	 	in the form of Schedule 5 to this Agreement with respect to Assigned Bank Accounts.
	 
	4.2	 	The Collateral Agent shall be entitled to notify, or request the Assignor to notify, the
Assignment in respect of all or part of the Assigned Bank Accounts and Assigned Intercompany
Receivables to the relevant debtors following the receipt of up-dated Schedule 1 or
Schedule 2 in accordance with Section 2.4.4.
	 
	4.3	 	The Collateral Agent has the right to request that the Assignor transfers to the Collateral
Agent all documents evidencing the Assigned Receivables, the Assigned Intercompany Receivables
and the Assigned Bank Accounts (whether incorporated in a title or not), including but not
limited to any written agreement, acknowledgment of debt, certificate, intercompany note,
exchange of letters, fax or e-mail).




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Assignment Agreement (Novelis AG)



	4.4	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Collateral Agent shall be entitled to request immediately the Assignor
to notify the debtors of the Assigned Receivables of the Assignment, and, if the Collateral
Agent has not received evidence of such notification within five calendar days in accordance
with Section 2.12, the Collateral Agent shall be entitled to notify on its own, the Assignment
in respect of all or part of the Assigned Receivables to the relevant debtors by a Notice of
Assignment to Debtors substantially in the form of Schedule 6 to this Agreement.
	 
	4.5	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing or, with respect to the Assigned Receivables exclusively, 5 calendar days
after such notification:
	 
	4.5.1	 	the Collateral Agent shall be entitled, but not obligated, to collect any Assigned
Receivable, any Assigned Intercompany Receivable and any Assigned Bank Account and to apply
the amounts collected towards the discharge of the Secured Obligations in accordance with the
Intercreditor Agreement;
	 
	4.5.2	 	the Collateral Agent shall have the right to access the premises of the Assignor to the full
extent necessary during ordinary business hours, at the sole discretion of the Collateral
Agent, to ascertain the existence and particulars of the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts;
	 
	4.5.3	 	the Collateral Agent shall be entitled, but not obligated, to undertake on its own
initiative and cost any acts it deems appropriate to collect any overdue or bad claim under
the Assigned Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts
and shall apply the amounts so collected towards the discharge of the Secured Obligations in
accordance with the Intercreditor Agreement; and
	 
	4.5.4	 	to the extent that collection of any Assigned Receivable, any Assigned Intercompany
Receivable and/or any Assigned Bank Account is not possible or is deemed unduly burdensome in
the reasonable opinion of the Collateral Agent, the latter shall be entitled to sell such
Assigned Receivables, Assigned Intercompany Receivables and/or Assigned Bank Accounts by
private sale (“Private Verwertung (Selbstverkauf)”), without regard to the enforcement
procedure provided for by the Swiss Federal Law on Debt Collection and Bankruptcy, and apply
the proceeds (less all costs and expenses) of such sale towards the discharge of the Secured
Obligations. The Collateral Agent shall apply such proceeds in accordance with the
Intercreditor Agreement. The Collateral Agent shall discharge its rights under this Agreement
with the same degree of care it would use in respect of its own property.




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Assignment Agreement (Novelis AG)



	4.6	 	Upon repayment and discharge in full of the Secured Obligations, the Collateral Agent, at the
costs of the Assignor, shall promptly, and in any event within 5 Business Days from the full
discharge of the Secured Obligations, re-assign the remainder, if any, of the Assigned
Receivables, Assigned Intercompany Receivables and/or Assigned Bank Accounts to the Assignor.
Notwithstanding the above, if the Collateral Agent is authorized to release in whole or in
part any assigned collateral under both the Term Loan Credit Agreement and the Revolving
Credit Agreement, the Collateral Agent is authorized to release such collateral under this
Agreement.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Assignor represents and warrants to the Collateral Agent that:
	 
	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;
	 
	5.1.2	 	as long as this Agreement remains in force, the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts are and will continue to be (and any
Assigned Receivable, any Assigned Intercompany Receivable and any Assigned Bank Account coming
into existence in the future will be) free and clear of any pledge, encumbrance or other third
party interests, with the exception of any liens permitted under the Credit Agreements;
	 
	5.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this
Agreement constitutes (i) its legal, valid and binding obligations enforceable against it
pursuant to its terms and (ii) a valid and effective transfer of the Assigned Receivables, the
Assigned Intercompany Receivables and the Assigned Bank Accounts from Assignor to the
Collateral Agent and the Secured Parties.
	 
	6.	 	FURTHER ASSURANCES OF THE ASSIGNOR
	 
	 	 	The Assignor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Assignment provided for in
this Agreement.




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Assignment Agreement (Novelis AG)



	7.	 	POWERS OF ATTORNEY
	 
	 	 	The Assignor authorizes the Collateral Agent to be its attorney and in its name, on its
behalf and as its act to execute, deliver and perfect all documents (including giving
notifications and instructions to customers of the Assignor) and do all things that are
necessary for carrying out any obligation imposed on the Assignor under this Agreement,
provided that the Assignor does not carry out such obligation in due time in accordance with
the terms of this Agreement, or exercising any of the rights conferred on the Collateral
Agent by this Agreement or by law, in particular in connection with a private realization
(“Private Verwertung (Selbstverkauf)”) but in any case only after the Collateral Agent has
notified the Assignor that an Event of Default has occurred and is continuing.
	 
	8.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The rights and obligations of the Assignor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of the
rights and obligations of the Collateral Agent under this Agreement shall be restricted to
and made in accordance with Section 12 below. Nothing in this Agreement shall be construed
as limiting the right of the Secured Parties to assign their rights and obligations under
the Credit Agreements in accordance with the relevant provisions thereof.
	 
	9.	 	EFFECTIVENESS OF ASSIGNMENT
	 
	9.1	 	The security constituted by the Assignments under this Agreement shall be cumulative, in
addition to and independent of every other security which the Collateral Agent and/or Secured
Parties may at any time hold for the Secured Obligations or any rights, powers and remedies
provided by law.
	 
	9.2	 	No failure on the part of the Collateral Agent and/or Secured Parties to exercise, or delay
on its part in exercising, any rights hereunder shall operate as waiver thereof, nor shall any
single or partial exercise of any rights hereunder preclude any further or other exercise of
that or any other rights.
	 
	9.3	 	The Collateral Agent and/or Secured Parties shall not be liable by reason of taking any
action permitted by this Agreement.




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Assignment Agreement (Novelis AG)



	10.	 	COSTS AND EXPENSES
	 
	 	 	The Assignor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Assignment hereby constituted or the exercise of any
rights hereunder and the Assignor shall reimburse and indemnify the Collateral Agent for any
such costs or expenses reasonably incurred by it.
	 
	11.	 	NOTICES
	 
	 	 	All notices or other communications made or given in connection with this Agreement shall be
made by facsimile or letter as follows:





	 	 	 	 	 	 	 

	 	 	a)	 	if to the Assignor
	 
	 	 	 	 	 	 
	 

	 	 	 	Novelis AG	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:
	 	Sternenfeldstrasse 19
	 

	 	 	 	 	 	CH- 8700, Küsnacht
	 
	 	 	 	 	 	 
	 	 	b)	 	if to the Collateral Agent
	 
	 	 	 	 	 	 
	 	 	 	 	Bank of America, N.A.
	 
	 	 	 	 	 	 
	 

	 	 	 	Address
	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	 	 	 	 	Chicago, Illinois 60603
	 
	 	 	 	 	 	 
	 

	 	 	 	Attn:
	 	Account Officer
	 
	 	 	 	 	 	 
	 

	 	 	 	Fax:
	 	+1 312-453-5555







	 	 	or to such other address or facsimile numbers or e-mail address as is notified in writing
from time to time by one party to the other party under this Agreement. Notices shall be
effective upon receipt.
	 
	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.




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Assignment Agreement (Novelis AG)



	12.	 	SUCCESSOR AGENT
	 
	 	 	If a successor of the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Revolving Credit Agreement, the Collateral
Agent hereunder will be automatically replaced by the successor Revolving Credit Collateral
Agent as party to this Agreement.
	 
	13.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Agreement, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.
	 
	14.	 	WAIVERS AND MODIFICATIONS
	 
	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.
	 
	15.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	16.	 	LAW AND JURISDICTION
	 
	16.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.
	 
	16.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.
	 
	16.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under the




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Assignment Agreement (Novelis AG)



	 	 	relevant Credit Agreement, provided that a legal action or proceeding under any of the Credit
Agreements is already pending before such court or a claim under any of the Credit Agreements
is submitted simultaneously with a claim in respect to this Agreement to such court. By
execution and delivery of this Agreement, the Assignor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.
	 
	16.4	 	The Assignor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave
of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600)
(telecopy no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail,
postage prepaid) or delivering a copy of such process to the Assignor in care of the Process
Agent at the Process Agent’s above address, and the Assignor hereby irrevocably authorizes and
directs the Process Agent to accept such service on its behalf. Each Guarantor 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.
	 
	16.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the
Revolving Secured Parties and as sub-agent and bailee for the Term Loan Collateral Agent (as
defined in the Intercreditor Agreement) pursuant to Section 7.4 of the Intercreditor
Agreement.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK



THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES






16/25









 





Assignment Agreement (Novelis AG)





SIGNATURE PAGE



Bank of America, N.A.



as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties



Date:




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	Christopher Kelly Wall 	 
	 	Title:  	Managing Director 	 
	 
	 	 
	By:  	 	 
	 	Name:  	Peter M. Walther 	 
	 	Title:  	Senior Vice President 	 



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Assignment Agreement (Novelis AG)



	 	 	 	 	 


SIGNATURE PAGE



Novelis AG,



as Assignor



Date:




	 	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 	 
	 

	 	 
	 	 	 	 	 
	 

	 	Name: David Sneddon
	 	 	 	Name: Antonio Tadeu Coelho Nardocci	 
	 

	 	Title: Director
	 	 	 	Title: Chairman	 






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Assignment Agreement (Novelis AG)



SCHEDULE 1




LIST OF BANK ACCOUNTS


In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Bank Accounts listed immediately below:




	 	 	 	 	 	 	 
	Name of Depositary Bank	 	Branch Office	 	Account Number	 	Account Holder
	Credit Suisse

	 	Zürich
	 		 	Novelis AG
	 
	 	 	 	 	 	 
	Credit Suisse

	 	Zürich
	 		 	Novelis AG
	 
	 	 	 	 	 	 
	Credit Suisse

	 	Zürich
	 		 	Novelis AG
	 
	 	 	 	 	 	 
	Credit Suisse

	 	Zürich
	 		 	Novelis AG






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SCHEDULE 2


LIST OF INTERCOMPANY RECEIVABLES



In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Intercompany Receivables listed in the following documents:







 









 









SCHEDULE 3


LIST OF TRADE RECEIVABLES



In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Receivables listed in the following document:








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SCHEDULE 4


NOTICE OF ASSIGNMENT TO AFFILIATES



[Letterhead of the Assignor]




	 	 	 

	 

	 	Name of Intercompany
	 

	 	Debtor
	 
	 

	 	[Address of Debtor]





BY REGISTERED MAIL



[Place/Date]




Re: Notification of Assignment



Dear Sirs,



By the present letter, you are hereby notified that we (the “Assignor”) and Bank of America N.A.
(the “Collateral Agent”) have entered into an assignment agreement (the “Agreement”). Thereby, the
Assignor has assigned by way of security (the “Assignment”), all its present and future receivables
against your company (the “Assigned Claims”) to the Collateral Agent, acting on behalf of a
consortium lenders.



Therefore, we would be grateful if you could confirm that any payments in fulfillment of present
and future claims, which we may from time to time have against you, shall be paid exclusively to
the Collateral Agent in the event of a notice given to you by the Collateral Agent to that effect.



Such notice shall be made by registered mail of fax (confirmed by registered mail) to the following
address: [insert name and address of Intercompany Debtor] attn. [insert name of responsible
person[s]], Fax [...].



Please note that you remain fully liable towards the Collateral Agent for all payments made
directly to us after receipt of the aforementioned notice.



We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 

	Very truly yours,

	 	Agreed and Acknowledged:
	 
	 

	 	[name of the Intercompany Debtor]
	[Assignor]
	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	[authorized signatories]

	 	[authorized signatories]






22/25









 







SCHEDULE 5


NOTICE OF ASSIGNMENT TO BANKS



[Letterhead of the Assignor]




	 	 	 

	 

	 	[Name of the Bank
Account Bank]
	 
	 	 
	 

	 	[Address of the Bank]






BY REGISTERED MAIL



[Place/Date]




Notification of Assignment



Dear Sirs,



Reference is made to the bank account no[s]. [...] (the “Bank Account[s]”) held by us (the
“Assignor”) with you in connection with which we have sent you a notification of assignment dated
[•], 2007.



You are hereby notified that the Assignor and Bank of America N.A. (the “Collateral Agent”) have
entered as of December [•], 2010 into a new assignment agreement (the “Agreement”). Thereby, the
Assignor has assigned by way of security (the “Assignment”), all the current and future amounts
standing to the credit of the Bank Account (the “Assigned Claims”) to the Collateral Agent, acting
on behalf of a consortium of lenders.



Under the Agreement, the Collateral Agent has authorized the Assignor, subject to revocation, to
dispose of the Assigned Claims. The revocation of such authorization shall be made by registered
mail of fax (confirmed by registered mail) to the following address: [insert name and address of
bank] attn. [insert name of responsible person[s]], Fax [...]. By countersigning the present letter,
you hereby irrevocably agree that upon receipt of notice of such revocation you may only validly
discharge your obligations in respect of the Assigned Claims by payment to the Collateral Agent.



Please note that we hereby release you from any and all your obligations in relation to Swiss
Banking Secrecy with respect to the Collateral Agent to the extent required for the latter to
perform its rights and obligations under the Agreement.



The Collateral Agent has requested that you waive any first ranking security interest and/or any
right of set-off you may have in relation to the Assigned Claims. By countersigning this letter you
confirm that you accept to waive in favor of the Collateral Agent (and the lenders represented by
the Collateral Agent) any first ranking security interest and/or any right of set-off you may have
in relation to the Assigned Claims.



The Collateral Agent agrees with the foregoing by countersigning the present letter.





23/25









 








We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 

	[Assignor]

	 	Agreed and Acknowledged:
	 
	 	 
	 
 


	 	[name of Bank] 
	[authorized signatories]

	 	 
	 

	 	 
	 

	 	[authorized signatories]
	 
	 	 
	Agreed and Acknowledged by:
	 	 
	 
	 	 
	Bank of America N.A.
	 	 
	 
	 
 


	 	 
	[authorized signatories]
	 	 






24/25









 







SCHEDULE 6


NOTICE OF ASSIGNMENT TO DEBTORS



[Letterhead of the Assignor]




	 	 	 

	 

	 	[Name of the Debtor]
	 

	 	[Address of the Debtor]






BY REGISTERED MAIL



[Place/Date]




Notification of Assignment



Dear Sirs,



We refer to the [contract and other particulars identifying the Assigned Receivables in relation to
the relevant trade debtor of the relevant Assignor].



You are hereby notified that Novelis AG (the “Assignor”) and Bank of America N.A. (the “Collateral
Agent”) have entered into an assignment agreement (the “Agreement”) whereby current and future
trade receivables owing by the customers to the Assignor (the “Assigned Receivables”) have been
assigned to the Collateral Agent, acting on behalf of a consortium of lenders, irrespective of
whether currently due and payable or becoming due and payable in the future.



Under the Agreement, the Collateral Agent has authorized the Assignor, subject to revocation, to
collect the Assigned Receivables at certain conditions. The revocation of such power of attorney
shall be made by registered mail of fax (confirmed by registered mail) to the following address:
[insert name and address of debtor] attn. [insert name of responsible person[s]], Fax [...]. Upon
revocation you may only validly discharge your obligations in respect of the Assigned Receivables
by payment to the Collateral Agent. [Assignor/Collateral Agent]



We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 

	[Assignor]

	 	Agreed and Acknowledged:
	 
	 	 
	 

	 	[name of debtor]
	[authorized signatories]

	 	 
	 
	 

	 	[authorized signatories]







25/25











 





Execution copy December 17, 2010




 






GUARANTEE




granted by




Novelis AG




Küsnacht, Switzerland



to




Bank of America, N.A. 



Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of




the Secured Parties 




 






relating to




certain obligations of the Loan Parties under the Revolving Credit

Agreement dated as of or about 17 December, 2010.







 









 








Novelis AG: Revolving Credit Guarantee Agreement




INDEX




	 	 	 	 	 	 	 

	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	3	 
	2.

	 	GUARANTEE
	 	 	4	 
	3.

	 	UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX
	 	 	7	 
	4.

	 	GUARANTOR’S UNDERTAKINGS
	 	 	9	 
	5.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	6.

	 	ASSIGNMENTS AND TRANSFERS
	 	 	10	 
	7.

	 	COSTS AND EXPENSES
	 	 	10	 
	8.

	 	NOTICES
	 	 	10	 
	9.

	 	SUCCESSOR AGENT
	 	 	11	 
	10.

	 	SEVERABILITY
	 	 	11	 
	11.

	 	WAIVERS AND MODIFICATIONS
	 	 	11	 
	12.

	 	COUNTERPARTS
	 	 	12	 
	13.

	 	LAW AND JURISDICTION
	 	 	12	 






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Novelis AG: Revolving Credit Guarantee Agreement



This Guarantee (the “Guarantee”) is made between:





	(1)	 	Novelis AG, a company incorporated under the laws of Switzerland, having its seat at
Sternenfeldstrasse 19, 8700 Küsnacht, Switzerland (the “Guarantor”);





and





	(2)	 	Bank of America, N.A., a national banking association organized under the laws of
the United States, having its seat at Charlotte, North Carolina, USA, acting for itself, in
the name of, on behalf of and for the benefit of the Secured Parties (as defined in the
Revolving Credit Agreement) in its capacity as Collateral Agent under the Revolving Credit
Agreement (the “Collateral Agent”).




PREAMBLE:





	(A)	 	The Guarantor and the Collateral Agent have entered into that certain Credit Agreement dated
as of or about December 17, 2010 (the “Revolving Credit Agreement”) among, inter alia, Novelis
Inc., Novelis Corporation, Novelis UK Limited and the Guarantor (each as Borrower), AV Metals
Inc. (as Parent Guarantor) and the Subsidiary Guarantors party thereto, and other Lenders
party thereto (as defined therein) (the “Revolving Loan Lenders”), whereby the Borrowers were
made available certain revolving credit facilities by the Revolving Loan Lenders.






	(B)	 	The Collateral Agent and Secured Parties require the Guarantor to unconditionally and
irrevocably guarantee the prompt and complete payment and performance by the Loan Parties (as
defined in the Revolving Credit Agreement) of their obligations under the Revolving Credit
Agreement, as further defined in this Guarantee.






	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	In this Guarantee:
	 
	 	 	“Business Day” means one day on which the commercial banks in Zurich are open for normal
business transactions;
	 
	 	 	“Guaranteed Obligations” means 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





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Novelis AG: Revolving Credit Guarantee Agreement





	 	 	accruing after the
commencement of an Insolvency Proceeding, whether or not allowed (or which would have
accrued, but for the commencement of such an Insolvency Proceeding) 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 Bank Product 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”).






	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Revolving Credit Agreement.






	1.3	 	In this Guarantee, (a) a person includes its successors and assigns; (b) headings
are for convenience of reference only and are to be ignored in construing this Guarantee and
(c) references to any agreement or document are references to that agreement or document as
amended, varied, supplemented, substituted or novated from time to time, in accordance with
its terms.






	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.






	2.	 	GUARANTEE






	2.1	 	In accordance with Article 111 of the Swiss Code of Obligations, the Guarantor, acting as
primary and independent obligor and not merely as a surety (“Bürge”/“Caution” within
the meaning of Articles 492 ss. of the Swiss Code of Obligations), hereby unconditionally
(subject to Section 3 below) and absolutely guarantees, on a first demand basis, the prompt
and complete payment and performance by the Loan Parties of the Guaranteed Obligations.






	2.2	 	The Guarantor hereby expressly acknowledges that the meaning of the term “Guaranteed
Obligations” used in this Guarantee (and consequently the extent of its undertaking under this
Guarantee) is defined (i) by reference to the Revolving Credit Agreement and the
Guarantor expressly confirms that it fully understands and accepts such definition of the




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Novelis AG: Revolving Credit Guarantee Agreement





	 	 	terms “Guaranteed Obligations” used in this Guarantee.






	2.3	 	In the event where any Loan Party fails to pay or perform timely any Guaranteed Obligation,
(subject to Section 3 below) the Collateral Agent will be entitled to claim from the
Guarantor, on a first demand basis, damages for an amount equal to, as applicable, (i) such
Guaranteed Obligation, and (ii) any additional amount (including but not limited to the
Collateral Agent’s costs) to the extent necessary to put the Secured Parties in the position
in which they would have been, had such Guaranteed Obligation been timely paid or performed.






	2.4	 	The Collateral Agent will make any demand for damages under Section 2.3 above towards the
Guarantor by registered letter with acknowledgement of receipt. The Collateral Agent will
confirm in such demand that the Guaranteed Obligations have not been timely paid or performed
and to what extent. Subject to Section 3, the Guarantor so notified by the Collateral Agent
shall pay within 5 Business Days of that first demand.






	2.5	 	The Guarantor understands and agrees that the Guarantee is a continuing, absolute and
unconditional (subject to Section 3 below) guarantee of payment without regard to (a) the
validity or enforceability of the Revolving Credit Agreement or any other applicable Loan
Document, any of the Guaranteed Obligations, or any collateral security therefor or guarantee
or right of set-off with respect thereto at any time or from time to time held by the
Collateral Agent or any applicable Secured Party, (b) any defense, set-off or counterclaim
which may at any time be available to or be asserted by the Loan Parties against the
Collateral Agent or any applicable Secured Party (including, but not limited to, any right the
Loan Parties may have to first require the Collateral Agent to proceed against or enforce any
other rights, security or claim payment from a person before claiming payment from the
Guarantor under this Guarantee), or (c) any other circumstance whatsoever which constitutes,
or might be construed to constitute, a discharge of the Guaranteed Obligations.






	2.6	 	When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against the Guarantor, the Collateral Agent may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have against the Loan
Parties, or any other person or against any collateral security or guarantee for the
Guaranteed Obligations, or any right of set-off with respect thereto, and any failure by the
Collateral Agent to make any such demand, to pursue such other rights or remedies or to
collect any payments from the Loan Parties or any other person or





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Novelis AG: Revolving Credit Guarantee Agreement





	 	 	to realize upon any such
collateral security or guarantee or to exercise any such right of set-off shall not relieve
the Guarantor of any applicable obligation or liability under this Guarantee, 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 any applicable Secured Party against the Guarantor.






	2.7	 	Subject to Section 3 below, the Guarantor’s obligations under this Guarantee will not be
discharged, suspended or in any way affected by:






	 	(i)	 	any failure or delay by the Collateral Agent to realize upon or seek to enforce
against the Loan Parties any liability or obligation arising under the Revolving Credit
Agreement;






	 	(ii)	 	any default, failure or delay in the performance by the Loan Parties of the
Guaranteed Obligations;






	 	(iii)	 	any waiver of or consent to departure from the provisions of, or any amendment
to this Guarantee, the Revolving Credit Agreement or any applicable Loan Document,
except when made in writing and executed by the Guarantor and the Collateral Agent;






	 	(iv)	 	any bankruptcy, receivership or any other insolvency proceeding related to any
Loan Party or its property or any merger, reorganization, dissolution, sale of assets,
or other winding up of any Loan Party; or
	 
	 	(v)	 	any other circumstance which may otherwise constitute a defense available to, or
a discharge of, the Guarantor in respect of its obligations under this Guarantee.






	2.8	 	This Guarantee will be valid and will remain in full force until such time as the Guaranteed
Obligations, as applicable have been paid and discharged in full, and no further Guaranteed
Obligations are capable of arising thereafter.






	2.9	 	The provisions of Sections 2.12 (with respect to Taxes), 2.15, 2.21, 2.22, 2.23 and 7.10 of
the Revolving Credit Agreement are hereby incorporated, mutatis mutandis, and shall apply to
this Agreement, the parties hereto and the Secured Parties as if set forth herein.






	2.10	 	Notwithstanding anything herein to the contrary, this Guarantee 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 or about December 17, 2010 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) among
Novelis Inc., a corporation amalgamated under the




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Novelis AG: Revolving Credit Guarantee Agreement





	 	 	Canada Business Corporations Act, Novelis
Corproration, a Texas corporation, Novelis Pae Corporation, a Delaware corporation, Novelis
Brand LLC, a Delaware limited liability company, Novelis South America Holdings LLC, a
Delaware limited liability company, Aluminium 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, AV Metals Inc., a corporation formed
under the Canada Business Corporations Act, the Guarantor and other guarantors party thereto,
Bank of America, N.A., as Revolving Credit Administrative Agent and Revolving Credit
Collateral Agent, and Bank of America, N.A., as Term Loan Administrative Agent and 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. Except as provided for in this paragraph,
notwithstanding anything herein to the contrary, the Revolving Credit Agreement, including
Article X thereof shall govern and control the exercise of remedies by Collateral Agent.






	3.	 	UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX






	3.1	 	If and to the extent that (i) the obligations of the Guarantor under this Agreement are for
the exclusive benefit of the Guarantor’s Affiliates (except the Guarantor’s (direct or
indirect) Subsidiaries) and (ii) complying with the obligations under this Agreement would
constitute a repayment of capital (“restitution des apports”/“Einlagerückgewähr”) or the
payment of a (constructive) dividend (“distribution de dividende”/“Gewinnausschüttung”), the
following shall apply:






	 	(i)	 	The aggregate obligations under the Guarantee of the Guarantor shall be limited
to the maximum amount of the 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 such company makes a payment under the Guarantee (provided such limitation is still
a legal requirement under Swiss law at that time);






	 	(ii)	 	Immediately after having been requested to make a payment under the Guarantee
(the “Guarantee Payment”), the Guarantor will (a) provide the Collateral Agent, within
twenty (20) Business Days from being requested to make the Guarantee Payment, with (1)
an interim audited balance sheet prepared by the statutory




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Novelis AG: Revolving Credit Guarantee Agreement





	 	 	 	auditors of the 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
Guarantor under the Guarantee without breaching the provisions of Swiss corporate law,
which are aimed at protecting the share capital and legal reserves, and (b) upon receipt
of the confirmation referred to in the preceding sentence under (3) and after having
taken all actions required pursuant to Section 3.2 below, pay (i) the Guarantee Payment
in full or (ii) the Available Amount, whichever is less (in any case, less, if required,
any withholding tax under the Swiss Federal Act on Withholding Tax of October 13, 1965
(the “Swiss Withholding Tax”)).






	 	(iii)	 	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
Guarantee or the Security Documents, the 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 Guarantee 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 Collateral Agent that the Swiss Withholding Tax has been paid to
the Swiss Federal Tax Administration, and the Guarantor shall not be required to make a
gross-up, indemnify or otherwise hold harmless the Secured Parties for the deduction of
the Swiss Withholding Tax. The Guarantor shall use its best efforts to ensure that any
person which is, as a result of a payment under this Guarantee, 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 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 Guaranteed Obligations will only be
considered as discharged to the extent of the effective payment received by the Secured
Parties under this Guarantee. This subsection (iii) is without prejudice to the gross-up
or indemnification obligations under the Revolving Credit Agreement.






	3.2	 	The Swiss Guarantor 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 Guarantee 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 Guarantee or the Security




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	 	 	Documents in order to allow for
a prompt payment of the Guarantee Payment or Available Amount, as applicable.






	4.	 	GUARANTOR’S UNDERTAKINGS






	4.1	 	The Guarantor agrees and undertakes:






	4.1.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Guarantee conferred herewith in favour of the applicable Secured Parties;






	4.1.2	 	not to sell, transfer or otherwise dispose of its assets, unless otherwise permitted by the
applicable Loan Documents; and






	4.1.3	 	not to create or allow to subsist any security interest, except as permitted under the
Revolving Credit Agreement or as provided for by mandatory provisions of Swiss law over or in
respect of its assets or permit to be done, anything which would foreseeably depreciate,
jeopardize or otherwise directly or indirectly prejudice the value to the applicable Secured
Parties of the Guarantor’s assets, unless otherwise permitted by the applicable Loan
Documents.






	5.	 	REPRESENTATIONS AND WARRANTIES






	5.1	 	Without prejudice to the representations and warranties made under the Revolving Credit
Agreement, the Guarantor represents and warrants to the Collateral Agent that, as of the date
hereof:






	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted; and






	5.1.2	 	this Guarantee (i) constitutes its legal, valid and binding obligations enforceable
against it pursuant to its terms and (ii) creates a valid, effective and independent guarantee
within the meaning of article 111 of the Swiss Code of Obligations in favor of the Collateral




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Novelis AG: Revolving Credit Guarantee Agreement





	 	 	Agent and the applicable Secured Parties.






	6.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The rights and obligations of the Guarantor under this Guarantee may not be assigned or
transferred without the prior written consent of the Collateral Agent, except as otherwise
provided in the Revolving Credit Agreement. Nothing in this Guarantee shall be construed as
limiting the right of the Secured Parties to assign their rights and obligations under the
Revolving Credit Agreement, as the case may be in accordance with the relevant provisions of
such agreement.






	7.	 	COSTS AND EXPENSES
	 
	 	 	The Guarantors shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Guarantee or the exercise of any rights hereunder and the
Guarantor shall reimburse and indemnify the Collateral Agent for any such costs or expenses
reasonably incurred by it.






	8.	 	NOTICES
	 
	 	 	All notices or other communications made or given in connection with this Guarantee shall be
made by facsimile or letter as follows:






	 	a)	 	if to the Guarantor
	 
	 	 	 	Novelis AG





	 	 	 	 	 

	 

	 	Address:
	 	Sternenfeldstrasse 19
	 
	 	 	 	 
	 

	 	 	 	CH- 8700 Küsnacht
	 
	 	 	 	 
	 

	 	Attn:
	 	Legal Department







	 	b)	 	if to the Collateral Agent
	 
	 	 	 	Bank of America, N.A.





	 	 	 	 	 

	 

	 	Address
	 	135 S. LaSalle, Suite 927, IL4-135-09-27
Chicago, Illinois 60603
	 
	 	 	 	 
	 

	 	Attn:
	 	Account Officer
	 
	 	 	 	 
	 

	 	Fax:
	 	+1 312-453-5555






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Novelis AG: Revolving Credit Guarantee Agreement





		 	or to such other address or facsimile numbers as is notified in writing from time to time by
one party to the other party under this Guarantee. Notices shall be effective upon receipt.






	 	 	Each notice, communication and document given under or in connection with this Guarantee
shall be in English or, if not, accompanied by an accurate translation thereof which has been
confirmed by authorized signatory of the party giving the same as being a true and accurate
translation.






	9.	 	SUCCESSOR AGENT
	 
	 	 	If a successor of the Revolving Credit Collateral Agent is appointed pursuant to the relevant
provisions of the Revolving Credit Agreement, the Collateral Agent will hereunder
automatically be replaced by the successor Revolving Credit Collateral Agent as party to this
Guarantee, upon notice to the Guarantor of the appointment of the successor Revolving Credit
Collateral Agent






	10.	 	SEVERABILITY
	 
	 	 	If any provision of this Guarantee is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Guarantee or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Guarantee, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.






	11.	 	WAIVERS AND MODIFICATIONS
	 
	 	 	This Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Revolving Credit Agreement.




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Novelis AG: Revolving Credit Guarantee Agreement





	12.	 	COUNTERPARTS
	 
	 	 	This Guarantee may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.






	13.	 	LAW AND JURISDICTION






	13.1	 	This Guarantee shall be governed by and construed in accordance with the substantive laws of
Switzerland.






	13.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Guarantee.






	13.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Guarantee
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under the
Revolving Credit Agreement, provided that a legal action or proceeding under the Revolving
Credit Agreement is already pending before such court or a claim under the Revolving Credit
Agreement is submitted simultaneously with a claim in respect to this Guarantee to such court.
By execution and delivery of this Guarantee, the Guarantor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.






	13.4	 	The Guarantor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave
of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600)
(telecopy no: +1 212-299-5656) (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 Guarantee. Such service may be made by mailing (by registered or certified mail,
postage prepaid) or delivering a copy of such process to the Guarantor in care of the Process
Agent at the Process Agent’s above




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Novelis AG: Revolving Credit Guarantee Agreement





	 	 	address, and the Guarantor hereby irrevocably authorizes
and directs the Process Agent to accept such service on its behalf. The Guarantor 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.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES




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Novelis AG: Revolving Credit Guarantee Agreement




SIGNATURE PAGE




Bank of America, N.A.,

as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit of the
Secured Parties



Date:



	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	Peter M. Walther 	 
	 	Title:  	Senior Vice President 	 







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Novelis AG: Revolving Credit Guarantee Agreement




SIGNATURE PAGE




Novelis AG,

as Guarantor



Date:




	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name: David Sneddon
	 	 	 	Name: Antonio Tadeu Coelho Nardocci
	 

	 	Title: Director
	 	 	 	Title: Chairman







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Execution copy December 17, 2010




 






Share Pledge Agreement




between




Novelis AG




Küsnacht, Switzerland



and



Bank of America, N.A. 




Charlotte, North Carolina, USA




acting for itself, in the name of, on behalf of and for the benefit of



the Secured Parties 




 






relating to the




Pledge of the entire share capital of Novelis Switzerland SA





 









 








Pledge Agreement (Novelis Switzerland SA)




INDEX




	 	 	 	 	 	 	 
	1.

	 	INTERPRETATION
	 	 	4	 
	2.

	 	PLEDGE AND PLEDGOR’S OBLIGATIONS
	 	 	7	 
	3.

	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND
WITHHOLDING TAX
	 	 	10	 
	4.

	 	RIGHTS AND OBLIGATIONS OF THE PLEDGEE
	 	 	10	 
	5.

	 	REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
	 	 	10	 
	6.

	 	RELEASE OF THE PLEDGED ASSETS
	 	 	12	 
	7.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	8.

	 	FURTHER ASSURANCES OF THE PLEDGOR
	 	 	13	 
	9.

	 	AVOIDANCES OF PAYMENTS
	 	 	13	 
	10.

	 	POWERS OF ATTORNEY
	 	 	14	 
	11.

	 	ASSIGNMENTS AND TRANSFERS
	 	 	14	 
	12.

	 	EFFECTIVENESS OF PLEDGE
	 	 	14	 
	13.

	 	COSTS AND EXPENSES
	 	 	15	 
	14.

	 	NOTICES
	 	 	15	 
	15.

	 	SUCCESSOR AGENT
	 	 	16	 
	16.

	 	SEVERABILITY
	 	 	16	 
	17.

	 	WAIVERS AND MODIFICATIONS
	 	 	16	 
	18.

	 	COUNTERPARTS
	 	 	16	 
	19.

	 	LAW AND JURISDICTION
	 	 	16	 
	SCHEDULE 1	 	 	20	 






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Pledge Agreement (Novelis Switzerland SA)



This Agreement (the “Agreement”) is made between:





	(1)	 	Novelis AG, a company incorporated under the laws of Switzerland, having its seat at
Sternenfeldstrasse 19, 8700 Küsnacht, Switzerland (the “Pledgor”);





and





	(2)	 	Bank of America, N.A., a national banking association organized under the laws of
the United States, having its seat at Charlotte, North Carolina, USA, acting for itself, in
the name of, on behalf of and for the benefit of the Secured Parties (as defined in this
Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the “Collateral
Agent”).





WHEREAS





	(A)	 	The Pledgor and the Collateral Agent have entered into that certain Credit Agreement dated as
of or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia, Novelis
Inc. (as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto, whereby the
Borrower was made available certain term loan credit facilities by the Lenders party thereto
(as defined therein) (the “Term Loan Lenders”).






	(B)	 	The Pledgor and the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) have entered into that certain Credit Agreement dated as of or about December
17, 2010 (the “Revolving Credit Agreement” and together with the Term Loan Agreement,
the “Credit Agreements”) among, inter alia, Novelis Inc., Novelis Corporation, Novelis UK
Limited and the Pledgor (each as Borrower), AV Metals Inc. (as Parent Guarantor) and the
Subsidiary Guarantors party thereto, and other Lenders party thereto (as defined therein) (the
“Revolving Loan Lenders”), whereby the Borrowers were made available certain revolving credit
facilities by the Revolving Loan Lenders.






	(C)	 	On or about December 17, 2010, the Revolving Credit Collateral Agent (as defined in
the Intercreditor Agreement, defined below), the Collateral Agent, the Pledgor and other
guarantors party thereto, entered into an Intercreditor Agreement governing the relationship
and preference rights of the Term Loan Secured Parties and Revolving Secured Parties (as these
terms are defined below) among each other in relation to the collateral granted by the
borrowers and guarantors (including Pledgor) under or in connection with the Credit Agreements
(the “Intercreditor Agreement”).




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Pledge Agreement (Novelis Switzerland SA)





	(D)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favor of the Collateral Agent (acting for itself, in the name of, on behalf of and for the
benefit of the Term Loan Secured Parties (as defined below)) (the “Term Loan Guarantee”).






	(E)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favor of the Revolving Credit Collateral Agent (acting for itself, in the name of, on behalf
of and for the benefit of the Revolving Secured Parties (as defined below) (the “Revolving
Guarantee”).






	(F)	 	The Collateral Agent, the Revolving Credit Collateral Agent, the Term Loan Lenders and the
Revolving Loan Lenders require the Pledgor to enter into this share pledge in favor of the
Collateral Agent for the benefit of the Secured Parties, and subject to the terms of the
Intercreditor Agreement.






	(G)	 	The Pledgor has agreed to pledge the entire share capital of Novelis Switzerland SA, a
company incorporated in Switzerland, having its registered office at Route des Laminoirs 15,
3960 Sierre, Switzerland (“Novelis Switzerland”) as security for the Secured Obligations (as
defined in Section 1 below) to the Collateral Agent (acting for itself, in the name of, on
behalf of and for the benefit of the Secured Parties (as defined below)).





IT IS AGREED as follows:





	1.	 	INTERPRETATION






	1.1	 	In this Agreement:
	 
	 	 	“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions;
	 
	 	 	“Company” means Novelis Switzerland;
	 
	 	 	“Dividends” means all dividend payments resolved by the shareholders’ meeting of the
Company and effected by the board of directors of the Company whether in cash or in
the form of additional shares in such Company (stock dividend) or in any other form;
	 
	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement.




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Pledge Agreement (Novelis Switzerland SA)





	 	 	“Enforcement” means the realization of the Pledged Assets;
	 
	 	 	“Event of Default” shall have the meaning ascribed to such term in the Term Loan Agreement
and / or the Revolving Credit Agreement.
	 
	 	 	“Last Dividend Payment Date” means in respect of the Shares the date on which Dividends or
Secondary Considerations were paid or delivered to the Pledgor in accordance with Swiss
law;
	 
	 	 	“Lex Friedrich” means the Federal Law on Acquisition of Real Property by Foreigners dated
December 16, 1984, as amended;
	 
	 	 	“Participation Rights” shall mean Partizipationsscheine and Genussscheine within the
meaning of articles 656a et seq. and article 657 CO of the Company issued as of the date of
this Agreement or to be issued in the future;
	 
	 	 	“Pledge” means the pledge pursuant to Art. 884 et seq. of the Swiss Civil Code of the
Shares as well as the Dividends and Secondary Consideration that may accrue under the
Shares from the Last Dividend Payment Date until the date on which Enforcement takes place;
	 
	 	 	“Pledged Assets” means the Shares, Dividends and Secondary Consideration that is to be or
will be pledged to the Collateral Agent under this Agreement as security for the Secured
Obligations;
	 
	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Revolving Secured Parties under the
Revolving Guarantee and (ii) the Revolving Credit Secured Obligations (as defined in the
Intercreditor Agreement);
	 
	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;
	 
	 	 	“Secondary Consideration” means all consideration of any kind (bonus, shares, etc.) other
than Dividends to which the Pledgor may become entitled by virtue of its ownership of the
Shares;
	 
	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;




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Pledge Agreement (Novelis Switzerland SA)





	 	 	“Secured Parties” means the Revolving Secured Parties, and the Term Loan Secured Parties;
	 
	 	 	“Shares” means the shares in Novelis Switzerland owned now or in the future by the Pledgor
and representing the entire share capital of Novelis Switzerland, evidenced by the share
certificates listed in Schedule 1 to this Agreement, and all securities whatsoever
which may substitute the Shares whether by operation of law or otherwise now or hereafter
as well as all further shares, participation certificates or other securities that will be
issued in the Pledgor’s favor by Novelis Switzerland after the date hereof;
	 
	 	 	“Subscription Rights” shall mean the Pledgor’s preemptive right (Bezugsrecht) and advance
subscription right (Vorwegzeichnungsrecht) in connection with the issuance of Shares or
Participation Rights, or the creation of authorized or conditional share capital by the
Company;
	 
	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Term Loan Secured Parties under the
Term Loan Guarantee and (ii) the Term Loan Secured Obligations (as defined in the
Intercreditor Agreement);
	 
	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.
	 
	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Intercreditor Agreement or the Credit Agreements.
	 
	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, varied, supplemented, substituted or novated from time to time, in accordance with
its terms.
	 
	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each




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Pledge Agreement (Novelis Switzerland SA)





		 	other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Credit Agreements shall control and govern.






	1.5.	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.
	 
	2.	 	PLEDGE AND PLEDGOR’S OBLIGATIONS
	 
	2.1	 	The Pledgor agrees (i) to pledge to the Collateral Agent (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties) all present and future Shares,
Dividends and Secondary Consideration as security for the Secured Obligations until the
Discharge of the Senior Lien Secured Obligations, (ii) to perfect the Pledge on the date
hereof. The Pledgor hereby expressly confirms that it fully understands and accepts the
definition of the term “Secured Obligations”.
	 
	2.2	 	For the purpose of perfecting the Pledge, the Pledgor hereby pledges to the Collateral Agent
(acting for itself, in the name of, on behalf of and for the benefit of the Secured Parties),
who accepts such Pledge, all present and future Shares, Dividends and Secondary Consideration
and hereby causes the delivery and delivers to the Collateral Agent the following documents:
	 
	2.2.1	 	the certificates representing the Shares, duly endorsed in blank, and Secondary
Consideration, existing as of the date of this Agreement;
	 
	2.2.2	 	a copy of the resolution of the Company’s board of directors (i) acknowledging the pledging
of the Shares and their delivery to the Collateral Agent and (ii) approving in advance their
transfer to any third party acquiror registered by the Collateral Agent on the Shares as
endorsee along with its registration in the respective Company’s share register upon
Enforcement and presentation of the original share certificates;




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Pledge Agreement (Novelis Switzerland SA)





	2.2.3	 	an up to date copy of the Company’s share registers evidencing that the Pledgor is
appropriately recorded as owner of the Shares and containing the mention that the Shares are
pledged in favor of the Collateral Agent.
	 
	 	 	The Collateral Agent will acknowledge receipt of the above mentioned documents.






	2.3	 	The Pledgor agrees and undertakes as follows:
	 
	2.3.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Pledge conferred herewith in favor of the Secured Parties;
	 
	2.3.2	 	not to create or allow to subsist any security interest, except as permitted under the
Credit Agreements or as provided for by mandatory provisions of Swiss law over or in respect
of the Pledged Assets or otherwise sell, transfer or dispose of the Pledged Assets or permit
to be done, anything which would foreseeable depreciate, jeopardize or otherwise directly or
indirectly prejudice the value to the Secured Parties of the Pledged Assets, except as
permitted under the Credit Agreement;
	 
	2.3.3	 	in the case of the issuance of new Shares, to forthwith deliver all new Shares or share
certificates in respect of the new Shares to the Collateral Agent, which Shares shall become
part of the Pledged Assets subject to the present Agreement;
	 
	2.3.4	 	to ensure that all material documents, notices and other information in respect of the
Shares, including the original share certificates duly endorsed, be delivered to the
Collateral Agent;
	 
	2.3.5	 	to refrain from causing the distribution, payment or delivery of any Secondary
Consideration, except in accordance with the Credit Agreements;
	 
	2.3.6	 	to cooperate with the Collateral Agent (acting for itself, in the name of, on behalf of and
for the benefit of the Secured Parties) in case of Enforcement with regard to the transfer of
the Pledged Assets to a purchaser in accordance with the terms of Section 3 of this Agreement;
	 
	2.3.7	 	to abstain from voting in favor of any resolution as regards the Company whereby:




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Pledge Agreement (Novelis Switzerland SA)





	 	•	 	the Company’s current corporate purpose provisions would be amended to an
extent which could adversely affect the rights of the Collateral Agent and the Secured
Parties hereunder; and
	 
	 	•	 	such resolutions would violate or be inconsistent with any term of this
Agreement or the Credit Agreements;
	 
	 	 	 	unless in any of such events, the Collateral Agent, acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties, has granted its prior written
consent.






	2.4	 	Until the receipt by the Pledgor of a notification by the Collateral Agent that an Event of
Default has occurred and is continuing, the Pledgor shall be entitled to:
	 
	2.4.1	 	receive and retain all Dividends, distributions and other moneys paid on or derived from the
Shares and the Secondary Consideration (subject always to the terms of the Credit Agreements),
and the Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties) undertakes to do all acts and things and to permit all acts and things
to be done which are necessary to enable the Pledgor to collect such Dividends and other
moneys paid directly from the Company; and
	 
	2.4.2	 	exercise all voting and other rights and powers attached to the Shares and the Secondary
Consideration provided that it will not exercise any such voting rights or powers in a manner
prejudicial to the interests of the Collateral Agent or the Secured Parties under this
Agreement and the Credit Agreements, and the Collateral Agent (acting for itself, in the name
of, on behalf of and for the benefit of the Secured Parties) undertakes to do all acts and
things and to permit all acts and things to be done which are necessary for the Pledgor to
exercise its voting rights in the Shares.
	 
	2.5	 	All rights of the Pledgor to vote or give consent or take any other action as shareholder of
the Company, or to receive Dividends directly from, the Company shall cease after the
Collateral Agent has notified the Pledgor that an Event of Default has occurred and is
continuing, in which case the Collateral Agent or the new acquiror, as the case may be, shall
be entitled to receive Dividends and to vote or give consent or take any other action as
shareholder of the Company.
	 
	2.6	 	Subscription Rights shall remain with the Pledgor, provided, however, that all Shares,
Participation Rights and other rights acquired by the Pledgor upon exercise of Subscription
Rights shall be deemed to be pledged pursuant to Section 2.1 and all share




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	 	 	certificates and other documents representing such Shares, Participation Rights and other
rights shall be transferred to the Collateral Agent pursuant to Section 2.2, in the case of
registered shares by share certificates duly endorsed.






	3.	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX 
	 
	3.1	 	If and to the extent (i) the obligations of the Pledgor under this Agreement are for the
exclusive benefit of the Affiliates of such Pledgor (except for the (direct or indirect)
Subsidiaries of such 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 3 of the Term Loan
Guarantee and the Revolving Guarantee entered into by the Assignor shall apply to any
enforcement of the security interest created hereunder and the proceeds of such enforcement.
	 
	4.	 	RIGHTS AND OBLIGATIONS OF THE PLEDGEE
	 
	4.1	 	Save as otherwise agreed hereunder, the Collateral Agent shall keep the Pledged Assets in its
possession for itself and in the name of and on behalf of the Secured Parties. The Collateral
Agent shall deposit the Pledged Assets in a safe-deposit box with a reputable bank in New York
or Chicago. The Collateral Agent is obliged to take all actions necessary and appropriate for
the safekeeping and management of the Pledged Assets.
	 
	4.2	 	The Collateral Agent shall not misuse any of its rights hereunder or as possessor of the
Pledged Assets and shall not take any action being inconsistent with the terms of this
Agreement or the Credit Agreements or violating the Pledgor’s rights as shareholder of the
Company.
	 
	5.	 	REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
	 
	5.1	 	After the Collateral Agent has notified the Pledgor that an Event of Default has occurred and
is continuing, it shall be entitled to the following remedies, at the election of the
Collateral Agent:
	 
	5.1.1	 	sell to non-affiliated third parties of Pledgor and/or the Secured Parties, respectively,
all or part of the Pledged Assets in public or private sale and apply the proceeds thereof to
the discharge of the Secured Obligations; or




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	5.1.2	 	initiate enforcement proceedings with respect to the Pledged Assets pursuant to any
applicable official Swiss enforcement procedure including, as the case may be, pursuant to the
Swiss Federal Law on Debt Collection and Bankruptcy and apply the proceeds thereof to the
discharge of the Secured Obligations; or
	 
	5.1.3	 	acquire from the Pledgor all or part of the Pledged Assets for cash consideration equal to
the fair market value of the Pledged Assets, such fair market value to be computed by an
independent expert using a valuation methodology generally recognized as standard market
practice in the field of corporate finance (i.e. discounted cash flow method and variations
thereof), it being understood that the Collateral Agent will be entitled to set off the
proceeds of such acquisition against the Secured Obligations.






	 	 	The Pledgor expressly confirms its agreement with the remedy granted to the Collateral
Agent under Section 5.1.3. The Pledgor acknowledges that the price at which all or part of
the Pledged Assets may be purchased by the Collateral Agent pursuant to Section 5.1.3 will
be based on the value of the Company as computed by an independent expert using a valuation
methodology, which is known to the Pledgor and considered by it to be fair and which is
customarily used at that time to establish the value of businesses in that industry. The
Pledgor recognizes that should the Collateral Agent decide to pursue the remedy granted
under Section 5.1.3, their interests as Pledgor and debtor would be protected in an
appropriate manner. If the parties cannot agree on the person or entity acting as
independent expert in accordance with this Section 5.1.3, the independent expert shall be
an experienced international accounting firm appointed by the President of the Zurich
Chamber of Commerce.






	 	 	A realization of the Pledged Assets pursuant to Section 5.1.1 or Section 5.1.3 shall only
be permitted after having given the Pledgor five (5) Business Days prior notice thereof.






	 	 	The Collateral Agent shall exercise its remedies under this provision and its rights under
this Agreement respectively with the same degree of care as it would use in respect of its
own property.






	5.2	 	After the sale or disposal of the Pledged Assets, the Collateral Agent shall account for the
sale in accordance with the provisions of the Intercreditor Agreement and provided that there
has been a Discharge of the Senior Lien Secured Obligations, any surplus of the sale or
disposal shall be returned promptly, and in any event within 5 Business Days




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		 	of the Discharge of the Senior Lien Secured Obligations, to the Pledgor, together with
interest thereon at a rate of 5% computed as from the date of such sale or disposal.






	5.3	 	The Collateral Agent shall allocate the proceeds collected pursuant to Section 5.1 and 5.2
towards discharging the Secured Obligations in accordance with the Intercreditor Agreement.
	 
	6.	 	RELEASE OF THE PLEDGED ASSETS
	 
	6.1	 	Upon the date of the Discharge of Senior Lien Secured Obligations, the Pledged Assets or any
remainder thereof shall be released promptly, and in any event within 5 Business Days from
such date, to the Pledgor or such other party as designated by the Pledgor. The Pledged Assets
shall be delivered or remitted to the Pledgor free and clear of this Agreement and any and all
liens created hereby.
	 
	6.2	 	Any Pledged Assets to be released to the Pledgor (or to any third party designated by the
Pledgor) shall be delivered, net of any transfer taxes or other expenses in connection with
such return or release. The Collateral Agent shall not be deemed to have made any
representation or warranty with respect to any Pledged Assets so released, except that such
Pledged Assets are free and clear, on the date of the release, of any and all liens, charges
and encumbrances arising from the Collateral Agent’s acts (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties).
	 
	6.3	 	If the Collateral Agent is authorized to release in whole or in part any of the Pledged
Assets under both of the Term Loan Agreement and the Revolving Credit Agreement, the
Collateral Agent is authorized to release such Pledged Assets under this Agreement.
	 
	7.	 	REPRESENTATIONS AND WARRANTIES
	 
	7.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Pledgor represents and warrants to the Collateral Agent that:
	 
	7.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;




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	7.1.2	 	it is the sole, legal and beneficial owner of the Shares and such Shares are free of any
lien, except as permitted under the Credit Agreements or statutory liens as provided for by
mandatory provisions of Swiss law, or third party security interest or other charge or
encumbrance of any kind or any other type of preferential arrangement except for the security
interest created by the present Agreement or as permitted under the Credit Agreements; the
comments on the Company’s share register regarding directors’ qualifying shares are reserved;
	 
	7.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this
Agreement constitutes (i) its legal, valid and binding obligations enforceable against it
pursuant to its terms and (ii) a valid and effective pledge of the Pledged Assets in favor of
the Collateral Agent and the Secured Parties;
	 
	7.1.4	 	the Shares have been validly issued and are fully paid; and
	 
	7.1.5	 	no approval is required under the Lex Friedrich to grant a valid, binding and legally
enforceable Pledge in respect of the Pledged Assets to the Collateral Agent.
	 
	8.	 	FURTHER ASSURANCES OF THE PLEDGOR






	 	 	The Pledgor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Pledge provided for in this
Agreement.






	9.	 	AVOIDANCES OF PAYMENTS






	 	 	Any settlement, discharge or release between the Pledgor and the Collateral Agent (for
itself and on behalf of the Secured Parties) shall be conditional upon no security or
payment granted or made to the Collateral Agent by the Pledgor or any other person being
avoided or reduced by virtue of any mandatory provisions or enactments relating to
bankruptcy, insolvency or liquidation for the time being in force and, in the event of such
security or payment being so avoided or reduced, the Collateral Agent (acting for itself,
in the name of, on behalf of and for the benefit of the Secured Parties) shall be entitled
to recover from the Pledgor the value or amount of such security or payment as if such
settlement, discharge or release had not occurred.




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	10.	 	POWERS OF ATTORNEY






	 	 	The Pledgor authorizes the Collateral Agent to be its attorney in its name, on its behalf
and for its benefit as its act to execute, deliver and perfect all documents and do all
things that are necessary for carrying out any obligation imposed on the Pledgor under this
Agreement, provided that the Pledgor does not carry out such obligation in due time in
accordance with the terms of this Agreement, or exercising any of the rights conferred on
the Collateral Agent by this Agreement or by law, in particular in connection with a
private realization (Private Verwertung (Selbstverkauf)) but in any case only after the
Collateral Agent has notified the Pledgor that an Event of Default has occurred and is
continuing.






	11.	 	ASSIGNMENTS AND TRANSFERS






	 	 	The rights and obligations of the Pledgor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of
the rights and obligations of the Collateral Agent under this Agreement shall be restricted
to and made in accordance with Section 15 below. Nothing in this Agreement shall be
construed as limiting the right of the Secured Parties to assign their rights and
obligations under the Credit Agreements in accordance with the relevant provisions thereof.






	12.	 	EFFECTIVENESS OF PLEDGE






	12.1	 	The security constituted by the Pledge under this Agreement shall be cumulative, in addition
to and independent of every other security which the Collateral Agent or the Secured Parties
may at any time hold for the Secured Obligations or any rights, powers and remedies provided
by law.






	12.2	 	No failure on the part of the Collateral Agent to exercise, or delay on its part in
exercising, any rights hereunder shall operate as waiver thereof, nor shall any single or
partial exercise of any rights hereunder preclude any further or other exercise of that or any
other rights.






	12.3	 	The Collateral Agent shall not be liable by reason of taking any action permitted by this
Agreement.




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	13.	 	COSTS AND EXPENSES






	 	 	The Pledgor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Pledge hereby constituted or the exercise of any rights
hereunder and the Pledgor shall reimburse and indemnify the Collateral Agent for any such
costs or expenses reasonably incurred by it.






	14.	 	NOTICES






	 	 	All notices or other communications made or given in connection with this Agreement shall
be made by facsimile or letter as follows:






	 	a)	 	if to the Pledgor
	 
	 	 	 	Novelis AG





	 	 	 	 	 

	 

	 	Address
	 	Sternenfeldstrasse 19
	 
	 	 	 	 
	 

	 	 	 	CH — 8700 Küsnacht
	 
	 	 	 	 
	 

	 	Attn:
	 	Legal Department







	 	b)	 	if to the Collateral Agent
	 
	 	 	 	Bank of America, N.A.





	 	 	 	 	 

	 

	 	Address
	 	1455 Market Street

San Francisco, California 94103
	 
	 	 	 	 
	 

	 	Attn:
	 	Bridgett Manduk
	 
	 	 	 	 
	 

	 	Fax:
	 	+1 415 503 5011
	 
	 	 	 	 
	 

	 	Email:
	 	bridgett.manduk@baml.com







		 	or to such other address or facsimile numbers as is notified in writing from time to time
by one party to the other party under this Agreement. Notices shall be effective upon
receipt.






	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.




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	15.	 	SUCCESSOR AGENT






	 	 	If a successor of the Term Loan Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Term Loan Agreement, the parties hereto
shall enter into an agreement whereby the Collateral Agent hereunder is replaced by the
successor Term Loan Collateral Agent as party to this Agreement.






	16.	 	SEVERABILITY






	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or
enforceability in any other jurisdiction of that or any other provision of this Agreement,
and the parties will negotiate in good faith to replace the relevant provision by another
provision reflecting as closely as possible the original intention and purpose of the
parties.






	17.	 	WAIVERS AND MODIFICATIONS






	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.






	18.	 	COUNTERPARTS






	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.






	19.	 	LAW AND JURISDICTION






	19.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.






	19.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.






	19.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United




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	 	 	States of America for the Southern District of New York or any other competent court having
jurisdiction under any of the Credit Agreements, provided that a legal action or proceeding
under any of the Credit Agreements is already pending before such court or a claim under
any of the Credit Agreements is submitted simultaneously with a claim in respect to this
Agreement to such court. By execution and delivery of this Agreement, the Pledgor hereby
accepts for itself and in respect of its property, subject to the aforementioned condition,
the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any
objection, including any objection to the laying of venue or based on the grounds of forum
non conveniens, that any of them may now or hereafter have to the bringing of any such
action or proceeding in such respective jurisdictions.






	19.4	 	The Pledgor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave of
the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600) (telecopy
no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail, postage
prepaid) or delivering a copy of such process to the Pledgor in care of the Process Agent at
the Process Agent’s above address, and the Pledgor hereby irrevocably authorizes and directs
the Process Agent to accept such service on its behalf. Each Guarantor 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.






	19.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the Term
Loan Secured Parties and as sub-agent and bailee for the Revolving Credit Collateral Agent (as
defined in the Intercreditor Agreement) pursuant to Section 7.4 of the Intercreditor
Agreement.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







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Pledge Agreement (Novelis Switzerland SA)




SIGNATURE PAGE




Bank of America, N.A.,

as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit of the
Secured Parties



Date:




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	Christopher Kelly Wall 	 
	 	Title:  	Managing Director 	 
	 


Date:




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	Peter M. Walther 	 
	 	Title:  	Senior Vice President 	 



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Pledge Agreement (Novelis Switzerland SA)




SIGNATURE PAGE




Novelis AG

as Pledgor




Date:




	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name: David Sneddon

Title: Director
	 	 	 	Name: Antonio Tadeu Coelho Nardocci

Title: Chairman






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Pledge Agreement (Novelis Switzerland SA)




SCHEDULE 1




LIST OF SHARES CERTIFICATES




Novelis Switzerland SA:




	 	 	 	 	 	 	 	 	 	 	 
	No of Certificate	 	No of Share(s)	 	Nominal Value in CHF	 	Ord. Nr.	 	Name and domicile of shareholder
	1

	 	 	4’995	 	 	4’995’000
	 	1 — 4’995
	 	Novelis AG, Zürich
	2

	 	 	1	 	 	1’000
	 	4’996
	 	Novelis AG, Zürich
	3

	 	 	1	 	 	1’000
	 	4’997
	 	Novelis AG, Zürich
	4

	 	 	1	 	 	1’000
	 	4’998
	 	Novelis AG, Zürich
	5

	 	 	1	 	 	1’000
	 	4’999
	 	Novelis AG, Zürich
	6

	 	 	1	 	 	1’000
	 	5’000
	 	Novelis AG, Zürich







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Execution copy December 17, 2010




 






Share Pledge Agreement




between



Novelis AG




Küsnacht, Switzerland



and



Bank of America, N.A.



Charlotte, North Carolina, USA




acting for itself, in the name of, on behalf of and for the benefit of



the Secured Parties 



 






relating to the




Pledge of the entire share capital of Novelis Technology AG



 









 





 Pledge Agreement (Novelis Technology AG)



INDEX




	 	 	 	 	 	 	 
	1.

	 	INTERPRETATION
	 	 	4	 
	2.

	 	PLEDGE AND PLEDGOR’S OBLIGATIONS
	 	 	6	 
	3.

	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND
WITHHOLDING TAX
	 	 	10	 
	4.

	 	RIGHTS AND OBLIGATIONS OF THE PLEDGEE
	 	 	10	 
	5.

	 	REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
	 	 	10	 
	6.

	 	RELEASE OF THE PLEDGED ASSETS
	 	 	12	 
	7.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	8.

	 	FURTHER ASSURANCES OF THE PLEDGOR
	 	 	13	 
	9.

	 	AVOIDANCES OF PAYMENTS
	 	 	13	 
	10.

	 	POWERS OF ATTORNEY
	 	 	14	 
	11.

	 	ASSIGNMENTS AND TRANSFERS
	 	 	14	 
	12.

	 	EFFECTIVENESS OF PLEDGE
	 	 	14	 
	13.

	 	COSTS AND EXPENSES
	 	 	15	 
	14.

	 	NOTICES
	 	 	15	 
	15.

	 	SUCCESSOR AGENT
	 	 	16	 
	16.

	 	SEVERABILITY
	 	 	16	 
	17.

	 	WAIVERS AND MODIFICATIONS
	 	 	16	 
	18.

	 	COUNTERPARTS
	 	 	16	 
	19.

	 	LAW AND JURISDICTION
	 	 	16	 
	SCHEDULE 1

	 	 	20	 






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This Agreement (the “Agreement”) is made between:





	(1)	 	Novelis AG, a company incorporated under the laws of Switzerland, having its seat at
Sternenfeldstrasse 19, 8700 Küsnacht, Switzerland (the “Pledgor”);





and





	(2)	 	Bank of America, N.A., a national banking association organized under the laws of
the United States, having its seat at Charlotte, North Carolina, USA, acting for itself, in
the name of, on behalf of and for the benefit of the Secured Parties (as defined in this
Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the “Collateral
Agent”).





WHEREAS





	(A)	 	The Pledgor and the Collateral Agent have entered into that certain Credit Agreement dated as
of or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia, Novelis Inc. (as
Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto, whereby the Borrower
was made available certain term loan credit facilities by the Lenders party thereto (as
defined therein) (the “Term Loan Lenders”).






	(B)	 	The Pledgor and the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) have entered into that certain Credit Agreement dated as of or about December
17, 2010 (the “Revolving Credit Agreement” and together with the Term Loan Agreement,
the “Credit Agreements”) among, inter alia, Novelis Inc., Novelis Corporation, Novelis UK
Limited and the Pledgor (each as Borrower), AV Metals Inc. (as Parent Guarantor) and the
Subsidiary Guarantors party thereto, and other Lenders party thereto (as defined therein) (the
“Revolving Loan Lenders”), whereby the Borrowers were made available certain revolving credit
facilities by the Revolving Loan Lenders.






	(C)	 	On or about December 17, 2010, the Revolving Credit Collateral Agent (as defined in
the Intercreditor Agreement, defined below), the Collateral Agent, the Pledgor and other
guarantors party thereto, entered into an Intercreditor Agreement governing the relationship
and preference rights of the Term Loan Secured Parties and Revolving Secured Parties (as these
terms are defined below) among each other in relation to the collateral granted by the
borrowers and guarantors (including Pledgor) under or in connection with the Credit Agreements
(the “Intercreditor Agreement”).




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	(D)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favor of the Collateral Agent (acting for itself, in the name of, on behalf of and for the
benefit of the Term Loan Secured Parties (as defined below) (the “Term Loan Guarantee”).






	(E)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favor of the Revolving Credit Collateral Agent (acting for itself, in the name of, on behalf
of and for the benefit of the Revolving Secured Parties (as defined below) (the “Revolving
Guarantee”).






	(F)	 	The Collateral Agent, the Revolving Credit Collateral Agent, the Term Loan Lenders and the
Revolving Loan Lenders require the Pledgor to enter into this share pledge in favor of the
Collateral Agent for the benefit of the Secured Parties, and subject to the terms of the
Intercreditor Agreement.






	(G)	 	The Pledgor has agreed to pledge the entire share capital of Novelis Technology AG, a company
incorporated in Switzerland, having its registered office at Zentralstrasse 100, 8212
Neuhausen am Rheinfall, Switzerland (“Novelis Technology”) as security for the Secured
Obligations (as defined in Section 1 below) to the Collateral Agent (acting for itself, in the
name of, on behalf of and for the benefit of the Secured Parties (as defined below)).





IT IS AGREED as follows:





	1.	 	INTERPRETATION






	1.1	 	In this Agreement:






	 	 	“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions;






	 	 	“Company” means Novelis Technology;






	 	 	“Dividends” means all dividend payments resolved by the shareholders’ meeting of the
Company and effected by the board of directors of the Company whether in cash or in
the form of additional shares in such Company (stock dividend) or in any other form;






	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement.




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	 	 	“Enforcement” means the realization of the Pledged Assets;
	 
	 	 	“Event of Default” shall have the meaning ascribed to such term in the Term Loan Agreement
and / or the Revolving Credit Agreement.
	 
	 	 	“Last Dividend Payment Date” means in respect of the Shares the date on which Dividends or
Secondary Considerations were paid or delivered to the Pledgor in accordance with Swiss
law;
	 
	 	 	“Lex Friedrich” means the Federal Law on Acquisition of Real Property by Foreigners dated
December 16, 1984, as amended;
	 
	 	 	“Participation Rights” shall mean Partizipationsscheine and Genussscheine within the
meaning of articles 656a et seq. and article 657 CO of the Company issued as of the date of
this Agreement or to be issued in the future;
	 
	 	 	“Pledge” means the pledge pursuant to Art. 884 et seq. of the Swiss Civil Code of the
Shares as well as the Dividends and Secondary Consideration that may accrue under the
Shares from the Last Dividend Payment Date until the date on which Enforcement takes place;
	 
	 	 	“Pledged Assets” means the Shares, Dividends and Secondary Consideration that is to be or
will be pledged to the Collateral Agent under this Agreement as security for the Secured
Obligations;
	 
	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Revolving Secured Parties under the
Revolving Guarantee and (ii) the Revolving Credit Secured Obligations (as defined in the
Intercreditor Agreement);
	 
	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;
	 
	 	 	“Secondary Consideration” means all consideration of any kind (bonus, shares, etc.) other
than Dividends to which the Pledgor may become entitled by virtue of its ownership of the
Shares;
	 
	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;





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Pledge Agreement (Novelis Technology AG)





	 	 	“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;
	 
	 	 	“Shares” means the shares in Novelis Technology owned now or in the future by the Pledgor
and representing the entire share capital of Novelis Technology, evidenced by the share
certificates listed in Schedule 1 to this Agreement, and all securities whatsoever
which may substitute the Shares whether by operation of law or otherwise now or hereafter
as well as all further shares, participation certificates or other securities that will be
issued in the Pledgor’s favor by Novelis Technology after the date hereof;
	 
	 	 	“Subscription Rights” shall mean the Pledgor’s preemptive right (Bezugsrecht) and advance
subscription right (Vorwegzeichnungsrecht) in connection with the issuance of Shares or
Participation Rights, or the creation of authorized or conditional share capital by the
Company;
	 
	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Term Loan Secured Parties under the
Term Loan Guarantee and (ii) the Term Loan Secured Obligations (as defined in the
Intercreditor Agreement);
	 
	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.
	 
	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Intercreditor Agreement or the Credit Agreements.
	 
	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, varied, supplemented, substituted or novated from time to time, in accordance with
its terms.
	 
	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each




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	 	 	other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Credit Agreements shall control and govern.
	 
	1.5.	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.
	 
	2.	 	PLEDGE AND PLEDGOR’S OBLIGATIONS
	 
	2.1	 	The Pledgor agrees (i) to pledge to the Collateral Agent (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties) all present and future Shares,
Dividends and Secondary Consideration as security for the Secured Obligations until the
Discharge of the Senior Lien Secured Obligations, (ii) to perfect the Pledge on the date
hereof. The Pledgor hereby expressly confirms that it fully understands and accepts the
definition of the term “Secured Obligations”.
	 
	2.2	 	For the purpose of perfecting the Pledge, the Pledgor hereby pledges to the Collateral Agent
(acting for itself, in the name of, on behalf of and for the benefit of the Secured Parties),
who accepts such Pledge, all present and future Shares, Dividends and Secondary Consideration
and hereby causes the delivery and delivers to the Collateral Agent the following documents:
	 
	2.2.1	 	the certificates representing the Shares, duly endorsed in blank, and Secondary
Consideration, existing as of the date of this Agreement;
	 
	2.2.2	 	a copy of the resolution of the Company’s board of directors (i) acknowledging the pledging
of the Shares and their delivery to the Collateral Agent and (ii) approving in advance their
transfer to any third party acquiror registered by the Collateral Agent on the Shares as
endorsee along with its registration in the respective Company’s share register upon
Enforcement and presentation of the original share certificates;




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	2.2.3	 	an up to date copy of the Company’s share registers evidencing that the Pledgor is
appropriately recorded as owner of the Shares and containing the mention that the Shares are
pledged in favor of the Collateral Agent.
	 
	 	 	The Collateral Agent will acknowledge receipt of the above mentioned documents.
	 
	2.3 	 	The Pledgor agrees and undertakes as follows:
	 
	2.3.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Pledge conferred herewith in favor of the Secured Parties;
	 
	2.3.2	 	not to create or allow to subsist any security interest, except as permitted under the
Credit Agreements or as provided for by mandatory provisions of Swiss law over or in respect
of the Pledged Assets or otherwise sell, transfer or dispose of the Pledged Assets or permit
to be done, anything which would foreseeable depreciate, jeopardize or otherwise directly or
indirectly prejudice the value to the Secured Parties of the Pledged Assets, except as
permitted under the Credit Agreement;
	 
	2.3.3	 	in the case of the issuance of new Shares, to forthwith deliver all new Shares or share
certificates in respect of the new Shares to the Collateral Agent, which Shares shall become
part of the Pledged Assets subject to the present Agreement;
	 
	2.3.4	 	to ensure that all material documents, notices and other information in respect of the
Shares, including the original share certificates duly endorsed, be delivered to the
Collateral Agent;
	 
	2.3.5	 	to refrain from causing the distribution, payment or delivery of any Secondary
Consideration, except in accordance with the Credit Agreements;
	 
	2.3.6	 	to cooperate with the Collateral Agent (acting for itself, in the name of, on behalf of and
for the benefit of the Secured Parties) in case of Enforcement with regard to the transfer of
the Pledged Assets to a purchaser in accordance with the terms of Section 3 of this Agreement;
	 
	2.3.7	 	to abstain from voting in favor of any resolution as regards the Company whereby:




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	 	—	 	the Company’s current corporate purpose provisions would be amended to an
extent which could adversely affect the rights of the Collateral Agent and the Secured
Parties hereunder; and
	 
	 	—	 	such resolutions would violate or be inconsistent with any term of this
Agreement or the Credit Agreements;
	 
	 	 	 	unless in any of such events, the Collateral Agent, acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties, has granted its prior written
consent.






	2.4	 	Until the receipt by the Pledgor of a notification by the Collateral Agent that an Event of
Default has occurred and is continuing, the Pledgor shall be entitled to:
	 
	2.4.1	 	receive and retain all Dividends, distributions and other moneys paid on or derived from the
Shares and the Secondary Consideration (subject always to the terms of the Credit Agreements),
and the Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties) undertakes to do all acts and things and to permit all acts and things
to be done which are necessary to enable the Pledgor to collect such Dividends and other
moneys paid directly from the Company; and
	 
	2.4.2	 	exercise all voting and other rights and powers attached to the Shares and the Secondary
Consideration provided that it will not exercise any such voting rights or powers in a manner
prejudicial to the interests of the Collateral Agent or the Secured Parties under this
Agreement and the Credit Agreements, and the Collateral Agent (acting for itself, in the name
of, on behalf of and for the benefit of the Secured Parties) undertakes to do all acts and
things and to permit all acts and things to be done which are necessary for the Pledgor to
exercise its voting rights in the Shares.
	 
	2.5	 	All rights of the Pledgor to vote or give consent or take any other action as shareholder of
the Company, or to receive Dividends directly from, the Company shall cease after the
Collateral Agent has notified the Pledgor that an Event of Default has occurred and is
continuing, in which case the Collateral Agent or the new acquiror, as the case may be, shall
be entitled to receive Dividends and to vote or give consent or take any other action as
shareholder of the Company.
	 
	2.6	 	Subscription Rights shall remain with the Pledgor, provided, however, that all Shares,
Participation Rights and other rights acquired by the Pledgor upon exercise of Subscription
Rights shall be deemed to be pledged pursuant to Section 2.1 and all share





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	 	 	certificates and other documents representing such Shares, Participation Rights and other
rights shall be transferred to the Collateral Agent pursuant to Section 2.2, in the case of
registered shares by share certificates duly endorsed.
	 
	3.	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX 
	 
	3.1	 	If and to the extent (i) the obligations of the Pledgor under this Agreement are for the
exclusive benefit of the Affiliates of such Pledgor (except for the (direct or indirect)
Subsidiaries of such 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 3 of the Term Loan
Guarantee and the Revolving Guarantee entered into by the Assignor shall apply to any
enforcement of the security interest created hereunder and the proceeds of such enforcement.
	 
	4.	 	RIGHTS AND OBLIGATIONS OF THE PLEDGEE
	 
	4.1	 	Save as otherwise agreed hereunder, the Collateral Agent shall keep the Pledged Assets in its
possession for itself and in the name of and on behalf of the Secured Parties. The Collateral
Agent shall deposit the Pledged Assets in a safe-deposit box with a reputable bank in New York
or Chicago. The Collateral Agent is obliged to take all actions necessary and appropriate for
the safekeeping and management of the Pledged Assets.
	 
	4.2	 	The Collateral Agent shall not misuse any of its rights hereunder or as possessor of the
Pledged Assets and shall not take any action being inconsistent with the terms of this
Agreement or the Credit Agreements or violating the Pledgor’s rights as shareholder of the
Company.
	 
	5.	 	REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
	 
	5.1	 	After the Collateral Agent has notified the Pledgor that an Event of Default has occurred and
is continuing, it shall be entitled to the following remedies, at the election of the
Collateral Agent:
	 
	5.1.1	 	sell to non-affiliated third parties of Pledgor and/or the Secured Parties, respectively,
all or part of the Pledged Assets in public or private sale and apply the proceeds thereof to
the discharge of the Secured Obligations; or




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	5.1.2	 	initiate enforcement proceedings with respect to the Pledged Assets pursuant to any
applicable official Swiss enforcement procedure including, as the case may be, pursuant to the
Swiss Federal Law on Debt Collection and Bankruptcy and apply the proceeds thereof to the
discharge of the Secured Obligations; or
	 
	5.1.3	 	acquire from the Pledgor all or part of the Pledged Assets for cash consideration equal to
the fair market value of the Pledged Assets, such fair market value to be computed by an
independent expert using a valuation methodology generally recognized as standard market
practice in the field of corporate finance (i.e. discounted cash flow method and variations
thereof), it being understood that the Collateral Agent will be entitled to set off the
proceeds of such acquisition against the Secured Obligations.
	 
	 	 	The Pledgor expressly confirms its agreement with the remedy granted to the Collateral
Agent under Section 5.1.3. The Pledgor acknowledges that the price at which all or part of
the Pledged Assets may be purchased by the Collateral Agent pursuant to Section 5.1.3 will
be based on the value of the Company as computed by an independent expert using a valuation
methodology, which is known to the Pledgor and considered by it to be fair and which is
customarily used at that time to establish the value of businesses in that industry. The
Pledgor recognizes that should the Collateral Agent decide to pursue the remedy granted
under Section 5.1.3, their interests as Pledgor and debtor would be protected in an
appropriate manner. If the parties cannot agree on the person or entity acting as
independent expert in accordance with this Section 5.1.3, the independent expert shall be
an experienced international accounting firm appointed by the President of the Zurich
Chamber of Commerce.
	 
	 	 	A realization of the Pledged Assets pursuant to Section 5.1.1 or Section 5.1.3 shall only
be permitted after having given the Pledgor five (5) Business Days prior notice thereof.
	 
	 	 	The Collateral Agent shall exercise its remedies under this provision and its rights under
this Agreement respectively with the same degree of care as it would use in respect of its
own property.
	 
	5.2	 	After the sale or disposal of the Pledged Assets, the Collateral Agent shall account for the
sale in accordance with the provisions of the Intercreditor Agreement and provided that there
has been a Discharge of the Senior Lien Secured Obligations, any surplus of the sale or
disposal shall be returned promptly, and in any event within 5 Business Days





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	 	 	of the Discharge of the Senior Lien Secured Obligations, to the Pledgor, together with
interest thereon at a rate of 5% computed as from the date of such sale or disposal.
	 
	5.3	 	The Collateral Agent shall allocate the proceeds collected pursuant to Section 5.1 and 5.2
towards discharging the Secured Obligations in accordance with the Intercreditor Agreement.
	 
	6.	 	RELEASE OF THE PLEDGED ASSETS
	 
	6.1	 	Upon the date of the Discharge of Senior Lien Secured Obligations, the Pledged Assets or any
remainder thereof shall be released promptly, and in any event within 5 Business Days from
such date, to the Pledgor or such other party as designated by the Pledgor. The Pledged Assets
shall be delivered or remitted to the Pledgor free and clear of this Agreement and any and all
liens created hereby.
	 
	6.2	 	Any Pledged Assets to be released to the Pledgor (or to any third party designated by the
Pledgor) shall be delivered, net of any transfer taxes or other expenses in connection with
such return or release. The Collateral Agent shall not be deemed to have made any
representation or warranty with respect to any Pledged Assets so released, except that such
Pledged Assets are free and clear, on the date of the release, of any and all liens, charges
and encumbrances arising from the Collateral Agent’s acts (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties).
	 
	6.3	 	If the Collateral Agent is authorized to release in whole or in part any of the Pledged
Assets under both of the Term Loan Agreement and the Revolving Credit Agreement, the
Collateral Agent is authorized to release such Pledged Assets under this Agreement.
	 
	7.	 	REPRESENTATIONS AND WARRANTIES
	 
	7.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Pledgor represents and warrants to the Collateral Agent that:
	 
	7.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;




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	7.1.2	 	it is the sole, legal and beneficial owner of the Shares and such Shares are free of any
lien, except as permitted under the Credit Agreements or statutory liens as provided for by
mandatory provisions of Swiss law, or third party security interest or other charge or
encumbrance of any kind or any other type of preferential arrangement except for the security
interest created by the present Agreement or as permitted under the Credit Agreements; the
comments on the Company’s share register regarding directors’ qualifying shares are reserved;
	 
	7.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this
Agreement constitutes (i) its legal, valid and binding obligations enforceable against it
pursuant to its terms and (ii) a valid and effective pledge of the Pledged Assets in favor of
the Collateral Agent and the Secured Parties;
	 
	7.1.4	 	the Shares have been validly issued and are fully paid; and
	 
	7.1.5	 	no approval is required under the Lex Friedrich to grant a valid, binding and legally
enforceable Pledge in respect of the Pledged Assets to the Collateral Agent.
	 
	8.	 	FURTHER ASSURANCES OF THE PLEDGOR
	 
	 	 	The Pledgor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Pledge provided for in this
Agreement.
	 
	9.	 	AVOIDANCES OF PAYMENTS
	 
	 	 	Any settlement, discharge or release between the Pledgor and the Collateral Agent (for
itself and on behalf of the Secured Parties) shall be conditional upon no security or
payment granted or made to the Collateral Agent by the Pledgor or any other person being
avoided or reduced by virtue of any mandatory provisions or enactments relating to
bankruptcy, insolvency or liquidation for the time being in force and, in the event of such
security or payment being so avoided or reduced, the Collateral Agent (acting for itself,
in the name of, on behalf of and for the benefit of the Secured Parties) shall be entitled
to recover from the Pledgor the value or amount of such security or payment as if such
settlement, discharge or release had not occurred.




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	10.	 	POWERS OF ATTORNEY
	 
	 	 	The Pledgor authorizes the Collateral Agent to be its attorney in its name, on its behalf
and for its benefit as its act to execute, deliver and perfect all documents and do all
things that are necessary for carrying out any obligation imposed on the Pledgor under this
Agreement, provided that the Pledgor does not carry out such obligation in due time in
accordance with the terms of this Agreement, or exercising any of the rights conferred on
the Collateral Agent by this Agreement or by law, in particular in connection with a
private realization (Private Verwertung (Selbstverkauf)) but in any case only after the
Collateral Agent has notified the Pledgor that an Event of Default has occurred and is
continuing.
	 
	11.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The rights and obligations of the Pledgor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of
the rights and obligations of the Collateral Agent under this Agreement shall be restricted
to and made in accordance with Section 15 below. Nothing in this Agreement shall be
construed as limiting the right of the Secured Parties to assign their rights and
obligations under the Credit Agreements in accordance with the relevant provisions thereof.
	 
	12.	 	EFFECTIVENESS OF PLEDGE
	 
	12.1	 	The security constituted by the Pledge under this Agreement shall be cumulative, in addition
to and independent of every other security which the Collateral Agent or the Secured Parties
may at any time hold for the Secured Obligations or any rights, powers and remedies provided
by law.
	 
	12.2	 	No failure on the part of the Collateral Agent to exercise, or delay on its part in
exercising, any rights hereunder shall operate as waiver thereof, nor shall any single or
partial exercise of any rights hereunder preclude any further or other exercise of that or any
other rights.
	 
	12.3	 	The Collateral Agent shall not be liable by reason of taking any action permitted by this
Agreement.




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	13.	 	COSTS AND EXPENSES
	 
	 	 	The Pledgor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Pledge hereby constituted or the exercise of any rights
hereunder and the Pledgor shall reimburse and indemnify the Collateral Agent for any such
costs or expenses reasonably incurred by it.
	 
	14.	 	NOTICES
	 
	 	 	All notices or other communications made or given in connection with this Agreement shall
be made by facsimile or letter as follows:





	 	a)	 	if to the Pledgor





	 	 	 	 	 

	 

	 	Novelis AG	 	 
	 
	 	 	 	 
	 

	 	Address
	 	Sternenfeldstrasse 19
	 
	 	 	 	 
	 

	 	 	 	CH — 8700 Küsnacht
	 
	 	 	 	 
	 

	 	Attn:
	 	Legal Department







	 	b)	 	if to the Collateral Agent









	 	 	 	Bank of America, N.A.





	 	 	 	 	 

	 

	 	Address
	 	1455 Market Street
	 
	 	 	 	 
	 

	 	 	 	San Francisco, California 94103
	 
	 	 	 	 
	 

	 	Attn:
	 	Bridgett Manduk
	 
	 	 	 	 
	 

	 	Fax:
	 	+1 415 503 5011
	 
	 	 	 	 
	 

	 	Email:
	 	bridgett.manduk@baml.com







	 	 	or to such other address or facsimile numbers as is notified in writing from time to time
by one party to the other party under this Agreement. Notices shall be effective upon
receipt.
	 
	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.




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	15.	 	SUCCESSOR AGENT
	 
	 	 	If a successor of the Term Loan Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Term Loan Agreement, the parties hereto
shall enter into an agreement whereby the Collateral Agent hereunder is replaced by the
successor Term Loan Collateral Agent as party to this Agreement.
	 
	16.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or
enforceability in any other jurisdiction of that or any other provision of this Agreement,
and the parties will negotiate in good faith to replace the relevant provision by another
provision reflecting as closely as possible the original intention and purpose of the
parties.
	 
	17.	 	WAIVERS AND MODIFICATIONS
	 
	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.
	 
	18.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	19.	 	LAW AND JURISDICTION
	 
	19.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.
	 
	19.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.
	 
	19.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United





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	 	 	States of America for the Southern District of New York or any other competent court having
jurisdiction under any of the Credit Agreements, provided that a legal action or proceeding
under any of the Credit Agreements is already pending before such court or a claim under
any of the Credit Agreements is submitted simultaneously with a claim in respect to this
Agreement to such court. By execution and delivery of this Agreement, the Pledgor hereby
accepts for itself and in respect of its property, subject to the aforementioned condition,
the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any
objection, including any objection to the laying of venue or based on the grounds of forum
non conveniens, that any of them may now or hereafter have to the bringing of any such
action or proceeding in such respective jurisdictions.
	 
	19.4	 	The Pledgor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave of
the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600) (telecopy
no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail, postage
prepaid) or delivering a copy of such process to the Pledgor in care of the Process Agent at
the Process Agent’s above address, and the Pledgor hereby irrevocably authorizes and directs
the Process Agent to accept such service on its behalf. Each Guarantor 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.
	 
	19.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the Term
Loan Secured Parties and as sub-agent and bailee for the Revolving Credit Collateral Agent (as
defined in the Intercreditor Agreement) pursuant to Section 7.4 of the Intercreditor
Agreement.





THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







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SIGNATURE PAGE




Bank of America, N.A.,



as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit of the Secured Parties




	 	 	 	 	 
	Date:

 	 
	By:  	 	 
	 	Name:  	Christopher Kelly Wall 	 
	 	Title:  	Managing Director 	 
	 
	Date:

 	 
	By:  	 	 
	 	Name:  	Peter M. Walther 	 
	 	Title:  	Senior Vice President 	 



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Pledge Agreement (Novelis Technology AG)




SIGNATURE PAGE




Novelis AG




as Pledgor



Date:




	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name: David Sneddon

Title: Director
	 	 	 	Name: Antonio Tadeu Coelho Nardocci

Title:   Chairman






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SCHEDULE 1




LIST OF SHARES CERTIFICATES



Novelis Technology SA:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	No of Certificate	 	No of Share(s)	 	Nominal Value in CHF	 	Ord. Nr.	 	Name and domicile of shareholder
	1

	 	 	495	 	 	495’000
	 	 	1 — 495	 	 	Novelis AG, Zürich
	2

	 	 	1	 	 	1’000
	 	 	496	 	 	Novelis AG, Zürich
	3

	 	 	1	 	 	1’000
	 	 	497	 	 	Novelis AG, Zürich
	4

	 	 	1	 	 	1’000
	 	 	498	 	 	Novelis AG, Zürich
	5

	 	 	1	 	 	1’000
	 	 	499	 	 	Novelis AG, Zürich
	6

	 	 	1	 	 	1’000
	 	 	500	 	 	Novelis AG, Zürich







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Execution copy December 17, 2010




 






Agreement




between




Novelis Deutschland GmbH




Göttingen, Germany



and




Bank of America N.A.




Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of




the Secured Parties 




 






relating to the




Assignment of Bank Accounts





 









 








Assignment Agreement (Novelis Deutschland GmbH)




INDEX




	 	 	 	 	 
	1. INTERPRETATION
	 	 	4	 
	2. ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 	 	6	 
	3. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION
	 	 	8	 
	4. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 	 	10	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	6. FURTHER ASSURANCES OF THE ASSIGNOR
	 	 	12	 
	7. POWERS OF ATTORNEY
	 	 	12	 
	8. ASSIGNMENTS AND TRANSFERS
	 	 	13	 
	9. EFFECTIVENESS OF ASSIGNMENT
	 	 	13	 
	10. COSTS AND EXPENSES
	 	 	13	 
	11. NOTICES
	 	 	13	 
	12. SUCCESSOR AGENT
	 	 	14	 
	13. SEVERABILITY
	 	 	14	 
	14. WAIVERS AND MODIFICATIONS
	 	 	15	 
	15. COUNTERPARTS
	 	 	15	 
	16. LAW AND JURISDICTION
	 	 	15	 
	SCHEDULE 1
	 	 	19	 
	SCHEDULE 2
	 	 	20	 






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Assignment Agreement (Novelis Deutschland GmbH)



This Agreement (the “Agreement”) is made between:





	(1)	 	Novelis Deutschland GmbH, a company incorporated under the laws of Germany,
having its seat at Göttingen, Germany (the “Assignor”);





and





	(2)	 	Bank of America N.A. a national banking association organized under the laws of
the United States of America, having its seat at Charlotte, North Carolina, USA, acting for
itself in the name of, on behalf of and for the benefit of the Secured Parties (as defined in
this Agreement) in its capacity as Collateral Agent under the Revolving Credit Agreement (the
“Collateral Agent”).





WHEREAS





	(A)	 	The Assignor and Bank of America, N.A. as Collateral Agent under the Term Loan Agreement
(defined below) (the “Term Loan Collateral Agent”) have entered into that certain Credit
Agreement on or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia
Novelis Inc. (as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto,
whereby the Borrower was made available certain term loan credit facilities by the Lenders
party thereto (the “Term Loan Lenders”).






	(B)	 	The Assignor and the Collateral Agent have entered into that certain Credit Agreement on
or about December 17, 2010 (the “Revolving Credit Agreement” and together with the
Term Loan Agreement, the “Credit Agreements”) among, inter alia, Novelis Inc., Novelis
Corporation, Novelis UK Limited and Novelis AG (each as Borrower), AV Metals Inc. (as Parent
Guarantor) and the Subsidiary Guarantors party thereto, and other Lenders party thereto (as
defined therein) (the “Revolving Credit Lenders”), whereby the Borrowers were made
available certain revolving credit facilities by the Revolving Credit Lenders.






	(C)	 	On or about December 17, 2010, the Collateral Agent, the Term Loan Collateral
Agent, the Assignor and other borrowers and guarantors party thereto, entered into an
Intercreditor Agreement governing the relationship and preference rights of the Term Loan
Secured Parties and Revolving Secured Parties (as these terms are defined below) among each
other in relation to the collateral granted by the borrowers and guarantors (including the
Assignor) under or in connection with the Credit Agreements (the “Intercreditor Agreement”).






	(D)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement
in favor of the Term Loan Collateral Agent (acting for itself, in the name of, on behalf of
and for the benefit of the Term Loan Secured Parties) (the “Term Loan Guarantee”).




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	(E)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement
in favor of the Revolving Credit Collateral Agent (acting for itself, in the name of, on
behalf of and for the benefit of the Revolving Secured Parties) (the “Revolving Guarantee”).






	(F)	 	The Collateral Agent, the Term Loan Collateral Agent and the Lenders under each of the
Term Loan Agreement and the Revolving Credit Agreement require the Assignor to enter into this
assignment for security purposes in favour of the Collateral Agent for the benefit of the
Secured Parties, and subject to the terms of the Intercreditor Agreement.






	(G)	 	The Assignor has agreed to assign the Assigned Bank Accounts as security for the Secured
Obligations (as these terms are defined in Section 1 below) to the Collateral Agent, acting
for itself, in the name of, on behalf of and for the benefit of the Secured Parties (as
defined in Section 1 below).





IT IS AGREED as follows:





	1.   	 	INTERPRETATION






	1.1	 	In this Agreement:
	 
	 	 	“Assigned Bank Accounts” means all current or future rights, title, interest and action
(including any balances and accrued interest) the Assignor may have or acquire in relation
to any bank account which the Assignor now has or may at any time have in the future
vis-à-vis any bank or other financial institution in Switzerland, including, but not limited
to, the bank accounts listed in Schedule 1, together with all rights and benefits
relating thereto including privileges and ancillary rights in respect thereof (art. 170
Swiss Code of Obligations);
	 
	 	 	“Assignment” means the assignments by the Assignor of Assigned Bank Accounts to the
Collateral Agent, acting for itself, in the name of, on behalf of and for the benefit of the
Secured Parties pursuant to art. 164 et seq. of the Swiss Code of Obligations;
	 
	 	 	“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions;
	 
	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement;
	 
	 	 	“Notice of Assignment to Banks” means the notice substantially in the form of Schedule
2 to this Agreement;




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	 	 	“Receivables Purchase Agreement” shall mean the agreement between the Assignor and Novelis
AG dated July 6, 2007, as amended and restated on December 17, 2010, (and as further
amended from time to time) 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;
	 
	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Revolving Secured Parties under the Revolving
Guarantee and (ii) the Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement);
	 
	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;
	 
	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;
	 
	 	 	“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;
	 
	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Term Loan Secured Parties under the Term Loan
Guarantee (ii) the Term Loan Secured Obligations (as defined in the Intercreditor
Agreement);
	 
	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.
	 
	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have
the meaning ascribed to them in the Intercreditor Agreement and the Credit Agreements.
	 
	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, supplemented or substituted from time to time, in accordance with its terms.
	 
	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any




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	 	 	actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.
	 
	1.5	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by the Collateral Agent.
	 
	2.	 	ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 
	2.1	 	The Assignor agrees to assign by way of security to the Collateral Agent (acting for
itself, in the name of and on behalf of the Secured Parties) the Assigned Bank Accounts as
security for the Secured Obligations until the Discharge of Senior Lien Secured Obligations.
The Assignor confirms that it fully understands and accepts the definition of the term
“Secured Obligations”.
	 
	2.2	 	For the purpose of effecting the Assignment, the Assignor hereby assigns by way of
security to the Collateral Agent and the Secured Parties the Assigned Bank Accounts.
	 
	2.3	 	The Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties) expressly accepts the Assignment provided for in Section 2.1. and
2.2.
	 
	2.4	 	The Assignor agrees and undertakes as follows:
	 
	2.4.1	 	except for liens permitted under the Credit Agreements, the Assignor shall refrain from
granting any pledge, encumbrance or other third party rights affecting the Assigned Bank
Accounts and shall refrain from any other act or omission that would adversely affect the
Collateral Agent’s and Secured Parties’ rights under this Agreement or, except as permitted
under the Credit Agreements, any amounts that are or will become due under any of the Assigned
Bank Accounts;
	 
	2.4.2	 	without the prior written consent of the Collateral Agent, the Assignor shall not enter
into any kind of arrangement that would provide for the non-assignability of any of the
Assigned Bank Accounts or subject the assignability to the consent of a party other than the
Collateral Agent;




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	2.4.3	 	except as permitted by the Credit Agreements, the Assignor shall not enter into any
arrangement by which the Assigned Bank Accounts would be assigned to a party other than the
Collateral Agent and/or Secured Parties;
	 
	2.4.4	 	the Assignor shall deliver to the Collateral Agent within 10 Business Days following the
end of each calendar quarter (the first time 10 Business Days following December 31, 2010 ), a
list of all its Assigned Bank Accounts outstanding as of the end of the relevant calendar
quarter and assigned substantially in the same form as set forth in Schedule 1 as
appropriate;
	 
	2.4.5	 	upon the Collateral Agent’s written request and in no event more than once per year,
unless an Event of Default has occurred and is continuing, the Assignor shall deliver to the
Collateral Agent, within 10 Business Days from being so requested by the Collateral Agent, an
up-dated list of all its Assigned Bank Accounts outstanding as of the day where the Collateral
Agent’s request under this paragraph was received substantially in the same form as set forth
in Schedule 1 as appropriate.
	 
	2.5	 	Within 5 Business Days from the Closing Date, the Assignor shall notify the banks of the
assignment by way of security of the Assigned Bank Accounts by delivering to such banks a
Notice of Assignment to Banks substantially in the form of Schedule 2. The Assignor
shall simultaneously send a copy of any Notice of Assignment to Banks to the Collateral Agent.
For the purpose of this Agreement, the Assignor shall release the respective banks from the
banking secrecy to the extent required for the Collateral Agent to perform its rights and
obligations hereunder. Subject to and in accordance with the terms and conditions of the
Credit Agreements, the Assignor shall be authorized to use its bank accounts and any balance
on its bank accounts freely without restriction for as long as no Event of Default has
occurred and is continuing, except in the circumstances set forth in Section 2.6 below.
	 
	2.6	 	Upon an Activation Notice (as this term is defined in the Revolving Credit Agreement)
being sent in accordance with Section 9.01 of the Revolving Credit Agreement, the Assignor
shall not longer be authorized to use its bank accounts and the Collateral Agent shall be
entitled to transfer any balance out of such bank accounts and apply such monies in accordance
with Section 9.01 of the Revolving Credit Agreement.
	 
	2.7	 	In the event where any bank would refuse to countersign the Notice of Assignment to Banks
set forth in Schedule 2 and thereby would refuse to waive any first ranking security
interest and/or any right of set-off such bank may have in relation to the Assigned Bank
Accounts, the Assignor shall close the Assigned Bank Accounts and open new bank account(s)
(not subject to such first ranking security interest or right of set-off) with one or more
banking institutions,




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	 	 	which would then be assigned by way of security to the Collateral Agent as per the terms of
this Agreement.
	 
	2.8	 	With respect to any Assigned Bank Account arising after the date hereof, the Assignor
undertakes to notify immediately the appropriate debtor of the Assigned Bank Accounts by using
the Notice of Assignment set forth in Schedule 2.
	 
	2.9	 	After the Collateral Agent has notified the Assignor that an Event of Default has
occurred and is continuing, the Assignor shall co-operate with the Collateral Agent and use
its best commercially reasonable endeavors in assisting the Collateral Agent in collecting the
Assigned Bank Accounts.
	 
	2.10	 	After the Collateral Agent has notified the Assignor that an Event of Default has
occurred and is continuing, the Assigned Bank Accounts shall be paid to the Collateral Agent
or as directed by the Collateral Agent.
	 
	3.	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION
	 
	3.1	 	Subject to Clause 3.2 through Clause 3.6 below, the Collateral Agent shall not
enforce the collateral granted under this Agreement (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 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:
	 
	3.1.1	 	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;
	 
	3.1.2	 	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




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	 	 	liability to the extent that such loans are subordinated pursuant to Section 39(1) Nr. 1
through Nr. 5 of the German Insolvency Code (Insolvenzordnung) or subordinated in any other
way by law or contract;
	 
	3.1.3	 	any 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;
	 
	3.1.4	 	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
	 
	3.1.5	 	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.
	 
	3.2	 	The limitations set out in Clause 3.1 only apply:
	 
	3.2.1	 	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 request to
realize the Collateral 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, 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
	 
	3.2.2	 	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




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	 	 	its most recent annual balance sheet. The Auditor’s Determination shall be binding for all
Parties except for manifest error.
	 
	3.3	 	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 3.1 and Clause 3.2. In respect of the
exceeding amounts, the Collateral Agent shall be entitled to further pursue the Secured
Parties’ claims (if any) and the Assignor shall be entitled to provide evidence that the
excess amounts are necessary to maintain its registered share capital (calculated as at the
date of the receipt of the request to realize the Collateral or the commencement of
enforcement and taking into account the adjustments set out above). The Collateral Agent is
entitled to pursue those parts of the Collateral that are not enforced by operation of Clause
3.1 above at any subsequent point in time. This Clause 3 shall apply again as of the time such
additional enforcements are made.
	 
	3.4	 	Clause 3.1 shall not apply as to the amount of Loans borrowed and passed on (whether by
way of shareholder loan or equity contribution) to the Assignor 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, but excluding, for the avoidance of doubt, any
purchase price payment received by the Assignor under the Receivables Purchase Agreement.
	 
	3.5	 	The limitations provided for in Clause 3.1 above shall not apply where (i) the Assignor
has a fully valuable (vollwertig) recourse claim (Gegenleistungs- oder Rückgewähranspruch)
vis-à-vis the relevant shareholder or (ii) a domination agreement (Beherrschungsvertrag) or a
profit and loss pooling agreement (Gewinnabführungsvertrag) is or will be in existence with
the Assignor and the Assignor has a fully valuable (vollwertig) compensation claim
(Ausgleichsanspruch).
	 
	3.6	 	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 3.1 shall no longer apply. Should any such guarantees become subject to legal
restrictions that are less stringent than the limitations set forth in Clause 3.1 above, such
less stringent limitations shall apply. Otherwise, Clause 3.1 shall remain unaffected by
changes in applicable law.
	 
	4.	 	RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 
	4.1	 	Provided the Assignor has not complied with the obligations set out in Section 2.5 and
2.8 within the time limits set forth therein, the Collateral Agent shall be entitled, at any
time on or after the sixth Business Day after the Closing Date, to notify or to request the
Assignor to




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	 	 	notify to the relevant debtor, the Assignment in respect of all or part of the Assigned Bank
Accounts in the form of Schedule 2 to this Agreement;
	 
	4.2	 	The Collateral Agent shall be entitled to notify, or request the Assignor to notify, the
Assignment in respect of all or part of the Assigned Bank Accounts to the relevant debtors
following the receipt of up-dated Schedule 1 in accordance with Section 2.4.4.
	 
	4.3	 	After the Collateral Agent has notified the Assignor that an Event of Default has
occurred and is continuing:
	 
	4.3.1	 	the Collateral Agent shall be entitled, but not obligated, to collect any Assigned Bank
Account and to apply the amounts collected towards the discharge of the Secured Obligations in
accordance with the Intercreditor Agreement;
	 
	4.3.2	 	the Collateral Agent shall have the right to access the premises of the Assignor to the
full extent necessary during ordinary business hours, at the sole discretion of the Collateral
Agent, to ascertain the existence and particulars of the Assigned Bank Accounts;
	 
	4.3.3	 	the Collateral Agent shall be entitled, but not obligated, to undertake on its own
initiative and cost any acts it deems appropriate to collect any overdue or bad claim under
the Assigned Bank Accounts and shall apply the amounts so collected towards the discharge of
the Secured Obligations in accordance with the Intercreditor Agreement; and
	 
	4.3.4	 	to the extent that collection of any Assigned Bank Account is not possible or is deemed
unduly burdensome in the reasonable opinion of the Collateral Agent, the latter shall be
entitled to sell such Assigned Bank Accounts by private sale (“Private Verwertung
(Selbstverkauf)”), without regard to the enforcement procedure provided for by the Swiss
Federal Law on Debt Collection and Bankruptcy, and apply the proceeds (less all costs and
expenses) of such sale towards the discharge of the Secured Obligations. The Collateral Agent
shall apply such proceeds in accordance with the Intercreditor Agreement. The Collateral Agent
shall discharge its rights under this Agreement with the same degree of care it would use in
respect of its own property.
	 
	4.4	 	Upon repayment and discharge in full of the Secured Obligations, the Collateral Agent, at
the costs of the Assignor, shall promptly, and in any event within 5 Business Days from the
full discharge of the Secured Obligations, re-assign the remainder, if any, of the Assigned
Bank Accounts to the Assignor. Notwithstanding the above, if the Collateral Agent is
authorized to release in whole or in part any assigned collateral under both the Term Loan
Credit Agreement and the Revolving Credit Agreement, the Collateral Agent is authorized to
release such collateral under this Agreement.




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	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Without prejudice to the representations and warranties made under the Credit Agreements,
the Assignor represents and warrants to the Collateral Agent that:
	 
	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Germany, capable of suing and being sued in its own right and having the power and authority
and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;
	 
	5.1.2	 	as long as this Agreement remains in force, the Assigned Bank Accounts are and will
continue to be (and Assigned Bank Account coming into existence in the future will be) free
and clear of any pledge, encumbrance or other third party interests, with the exception of any
liens permitted under the Credit Agreements;
	 
	5.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel,
this Agreement constitutes (i) its legal, valid and binding obligations enforceable against it
pursuant to its terms and (ii) a valid and effective transfer of the Assigned Bank Accounts
from Assignor to the Collateral Agent and the Secured Parties.
	 
	6.	 	FURTHER ASSURANCES OF THE ASSIGNOR
	 
	 	 	The Assignor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Assignment provided for in
this Agreement.
	 
	7.	 	POWERS OF ATTORNEY
	 
	 	 	The Assignor authorizes the Collateral Agent to be its attorney and in its name, on its
behalf and as its act to execute, deliver and perfect all documents (including giving
notifications and instructions to customers of the Assignor) and do all things that are
necessary for carrying out any obligation imposed on the Assignor under this Agreement,
provided that the Assignor does not carry out such obligation in due time in accordance with
the terms of this Agreement, or exercising any of the rights conferred on the Collateral
Agent by this Agreement or by law, in particular in connection with a private realization
(“Private Verwertung (Selbstverkauf)”) but in any case only after the Collateral Agent has
notified the Assignor that an Event of Default has occurred and is continuing.




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	8.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The rights and obligations of the Assignor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of the
rights and obligations of the Collateral Agent under this Agreement shall be restricted to
and made in accordance with Section 12 below. Nothing in this Agreement shall be construed
as limiting the right of the Secured Parties to assign their rights and obligations under
the Credit Agreements in accordance with the relevant provisions thereof.
	 
	9.	 	EFFECTIVENESS OF ASSIGNMENT
	 
	9.1	 	The security constituted by the Assignments under this Agreement shall be cumulative, in
addition to and independent of every other security which the Collateral Agent and/or Secured
Parties may at any time hold for the Secured Obligations or any rights, powers and remedies
provided by law.
	 
	9.2	 	No failure on the part of the Collateral Agent and/or Secured Parties to exercise, or
delay on its part in exercising, any rights hereunder shall operate as waiver thereof, nor
shall any single or partial exercise of any rights hereunder preclude any further or other
exercise of that or any other rights.
	 
	9.3	 	The Collateral Agent and/or Secured Parties shall not be liable by reason of taking any
action permitted by this Agreement.
	 
	10.	 	COSTS AND EXPENSES
	 
	 	 	The Assignor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Assignment hereby constituted or the exercise of any
rights hereunder and the Assignor shall reimburse and indemnify the Collateral Agent for any
such costs or expenses reasonably incurred by it.
	 
	11.	 	NOTICES
	 
	 	 	All notices or other communications made or given in connection with this Agreement shall be
made by facsimile or letter as follows:




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	 	 	a)	 	if to the Assignor
	 
	 	 	 	 	 	 
	 	 	 	 	Novelis Deutschland GmbH
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:
	 	Hannoversche Strasse 1
	 

	 	 	 	 	 	37075 Göttingen
	 

	 	 	 	 	 	Germany
	 
	 	 	 	 	 	 
	 

	 	 	 	Attn:
	 	Managing Director
	 
	 	 	 	 	 	 
	 

	 	 	 	Fax:
	 	+49. 551. 304-4902
	 
	 	 	 	 	 	 
	 	 	b)	 	if to the Collateral Agent
	 
	 	 	 	 	 	 
	 	 	 	 	Bank of America, N.A.
	 
	 	 	 	 	 	 
	 

	 	 	 	Address
	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	 	 	 	 	Chicago, Illinois 60603
	 
	 	 	 	 	 	 
	 

	 	 	 	Attn:
	 	Account Officer
	 
	 	 	 	 	 	 
	 

	 	 	 	Fax:
	 	+1 312-453-5555







	 	 	or to such other address or facsimile numbers or e-mail address as is notified in writing
from time to time by one party to the other party under this Agreement. Notices shall be
effective upon receipt.
	 
	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.
	 
	12.	 	SUCCESSOR AGENT
	 
	 	 	If a successor of the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Revolving Credit Agreement, the Collateral
Agent hereunder will be automatically replaced by the successor Revolving Credit Collateral
Agent as party to this Agreement.
	 
	13.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Agreement, and the parties
will negotiate in




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	 	 	good faith to replace the relevant provision by another provision reflecting as closely as
possible the original intention and purpose of the parties.
	 
	14.	 	WAIVERS AND MODIFICATIONS
	 
	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.
	 
	15.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	16.	 	LAW AND JURISDICTION
	 
	16.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws
of Switzerland.
	 
	16.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.
	 
	16.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this
Agreement may be brought in the courts of the State of New York or of the United States of
America for the Southern District of New York or any other competent court having jurisdiction
under the relevant Credit Agreement, provided that a legal action or proceeding under any of
the Credit Agreements is already pending before such court or a claim under any of the Credit
Agreements is submitted simultaneously with a claim in respect to this Agreement to such
court. By execution and delivery of this Agreement, the Assignor hereby accepts for itself and
in respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.
	 
	16.4	 	The Assignor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133
Ave of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-




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Assignment Agreement (Novelis Deutschland GmbH)




	 	 	5600) (telecopy no: +1 212-299-5656) (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. Such service may be made by mailing (by
registered or certified mail, postage prepaid) or delivering a copy of such process to the
Assignor in care of the Process Agent at the Process Agent’s above address, and the Assignor
hereby irrevocably authorizes and directs the Process Agent to accept such service on its
behalf. Each Guarantor 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.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES








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Assignment Agreement (Novelis Deutschland GmbH)




SIGNATURE PAGE




Bank of America, N.A.




as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties



Date:




					
	 	
 	 
	 	By:  	 	 
	 	 	Name:  	Christopher Kelly Wall 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Peter M. Walther 	 
	 	 	Title:  	Senior Vice President 	 



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Assignment Agreement (Novelis Deutschland GmbH)




SIGNATURE PAGE




Novelis Deutschland GmbH,




as Assignor




Date:




					
	 	
 	 
	 	By:  	 	 
	 	 	Name:  	Roland Harings 	 
	 	 	Title:  	Managing Director 	 



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Assignment Agreement (Novelis Deutschland GmbH)




SCHEDULE 1




LIST OF BANK ACCOUNTS


In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Bank Accounts listed immediately below:




	 	 	 	 	 
	Name of Depositary Bank Branch Office	 	Account Number	 	Account Holder
	NONE
	 	 	 	 











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SCHEDULE 2



NOTICE OF ASSIGNMENT TO BANKS


[Letterhead of the Assignor]




[Name of the Bank 
Account Bank]




[Address of the Bank]




BY REGISTERED MAIL



[Place/Date]




Notification of Assignment



Dear Sirs,



Reference is made to the bank account no[s]. [...] (the “Bank Account[s]”) held by us (the
“Assignor”).



You are hereby notified that the Assignor and Bank of America N.A. (the “Collateral Agent”) have
entered as of December [•], 2010 into an assignment agreement (the “Agreement”). Thereby, the
Assignor has assigned by way of security (the “Assignment”), all the current and future amounts
standing to the credit of the Bank Account (the “Assigned Claims”) to the Collateral Agent, acting
on behalf of a consortium of lenders.



Under the Agreement, the Collateral Agent has authorized the Assignor, subject to revocation, to
dispose of the Assigned Claims. The revocation of such authorization shall be made by registered
mail of fax (confirmed by registered mail) to the following address: [insert name and address of
bank] attn. [insert name of responsible person[s]], Fax [...]. By countersigning the present
letter, you hereby irrevocably agree that upon receipt of notice of such revocation you may only
validly discharge your obligations in respect of the Assigned Claims by payment to the Collateral
Agent.



Please note that we hereby release you from any and all your obligations in relation to Swiss
Banking Secrecy with respect to the Collateral Agent to the extent required for the latter to
perform its rights and obligations under the Agreement.



The Collateral Agent has requested that you waive any first ranking security interest and/or any
right of set-off you may have in relation to the Assigned Claims. By countersigning this letter you
confirm that you accept to waive in favor of the Collateral Agent (and the lenders represented by
the Collateral Agent) any first ranking security interest and/or any right of set-off you may have
in relation to the Assigned Claims.



The Collateral Agent agrees with the foregoing by countersigning the present letter.

















 







We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 	 	 
	[Assignor]

	 	Agreed and Acknowledged:	 	 
	 
	 	 	 	 
	 


	 	[name of Bank]	 	 
	 
	 
	[authorized signatories]

	 	
[authorized signatories]
	 	 
	 

	 		 	 
	 
	 	 	 	 
	Agreed and Acknowledged by:
	 	 	 	 
	 
	 	 	 	 
	Bank of America N.A.
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	[authorized signatories]
	 	 	 	 







21/21











 





Execution copy December 17,2010




 



Agreement




between




Novelis Switzerland AG




Sierre, Switzerland



and



Bank of America N.A.



Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of



the Secured Parties 



 


relating to the



Assignment of Trade Receivables, Intercompany Receivables



and Bank Accounts



 









 





Assignment Agreement (Novelis Switzerland SA)




INDEX




	 	 	 	 	 
	1.   INTERPRETATION
	 	 	4	 
	 
	 	 	 	 
	2.   ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 	 	6	 
	 
	 	 	 	 
	3.   UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
	 	 	10	 
	 
	 	 	 	 
	4.   RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 	 	10	 
	 
	 	 	 	 
	5.   REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	 
	 	 	 	 
	6.   FURTHER ASSURANCES OF THE ASSIGNOR
	 	 	13	 
	 
	 	 	 	 
	7.   POWERS OF ATTORNEY
	 	 	13	 
	 
	 	 	 	 
	8.   ASSIGNMENTS AND TRANSFERS
	 	 	13	 
	 
	 	 	 	 
	9.   EFFECTIVENESS OF ASSIGNMENT
	 	 	13	 
	 
	 	 	 	 
	10.   COSTS AND EXPENSES
	 	 	14	 
	 
	 	 	 	 
	11.   NOTICES
	 	 	14	 
	 
	 	 	 	 
	12.   SUCCESSOR AGENT
	 	 	15	 
	 
	 	 	 	 
	13.   SEVERABILITY
	 	 	15	 
	 
	 	 	 	 
	14.   WAIVERS AND MODIFICATIONS
	 	 	15	 
	 
	 	 	 	 
	15.   COUNTERPARTS
	 	 	15	 
	 
	 	 	 	 
	16.   LAW AND JURISDICTION
	 	 	15	 
	 
	 	 	 	 
	SCHEDULE 1
	 	 	19	 
	 
	 	 	 	 
	SCHEDULE 2
	 	 	20	 
	 
	 	 	 	 
	SCHEDULE 3
	 	 	21	 
	 
	 	 	 	 
	SCHEDULE 4
	 	 	22	 
	 
	 	 	 	 
	SCHEDULE 5
	 	 	23	 
	 
	 	 	 	 
	SCHEDULE 6
	 	 	25	 






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Assignment Agreement (Novelis Switzerland SA)



This Agreement (the “Agreement”) is made between:





	(1)	 	Novelis Switzerland SA, a company incorporated under the laws of Switzerland, having
its seat at Route des Laminoirs 15, 3960 Sierre , Switzerland (the “Assignor”);





and




	(2)	 	 Bank of America, N.A., a national banking association organized under the
laws of the United States of America, having its seat at Charlotte, North Carolina, USA,
acting for itself in the name of, on behalf of and for the benefit of the Secured Parties (as
defined in this Agreement) in its capacity as Collateral Agent under the Revolving Credit
Agreement (the “Collateral Agent”).





WHEREAS





	(A)	 	The Assignor and Bank of America, N.A. as Collateral Agent under the Term Loan Agreement
(defined below) (the “Term Loan Collateral Agent”) have entered into that certain Credit
Agreement on or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia
Novelis Inc. (as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto,
whereby the Borrower was made available certain term loan credit facilities by the Lenders
party thereto (the “Term Loan Lenders”).
	 
	(B)	 	The Assignor and the Collateral Agent have entered into that certain Credit Agreement on or
about December 17, 2010 (the “Revolving Credit Agreement” and together with the Term
Loan Agreement, the “Credit Agreements”) among, inter alia, Novelis Inc., Novelis Corporation,
Novelis UK Limited and Novelis AG (each as Borrower) AV Metals Inc. (as Parent Guarantor) and
the Subsidiary Guarantors party thereto, and other Lenders party thereto (as defined therein)
(the “Revolving Credit Lenders”), whereby the Borrowers were made available certain
revolving credit facilities by the Revolving Credit Lenders.
	 
	(C)	 	On or about December 17, 2010, the Collateral Agent, the Term Loan Collateral Agent,
the Assignor and other borrowers and guarantors party thereto, entered into an Intercreditor
Agreement governing the relationship and preference rights of the Term Loan Secured Parties
and Revolving Secured Parties (as these terms are defined below) among each other in relation
to the collateral granted by the borrowers and guarantors (including Assignor) under or in
connection with the Credit Agreements (the “Intercreditor Agreement”).
	 
	(D)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement in
favor of the Term Loan Collateral Agent (acting for itself, in the name of, on behalf of and
for the benefit of the Term Loan Secured Parties) (the “Term Loan Guarantee”).




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Assignment Agreement (Novelis Switzerland SA)





	(E)	 	On or about December 17, 2010, the Assignor entered into a guarantee agreement in
favor of the Revolving Credit Collateral Agent (acting for itself, in the name of, on behalf
of and for the benefit of the Revolving Secured Parties) (the “Revolving Guarantee”).
	 
	(F)	 	The Collateral Agent, the Term Loan Collateral Agent and the Lenders under each of the Term
Loan Agreement and the Revolving Credit Agreement require the Assignor to enter into this
assignment for security purposes in favour of the Collateral Agent for the benefit of the
Secured Parties, and subject to the terms of the Intercreditor Agreement.
	 
	(G)	 	The Assignor has agreed to assign (i) the Assigned Receivables, (ii) the Assigned
Intercompany Receivables and (iii) the Assigned Bank Accounts as security for the Secured
Obligations (as these terms are defined in Section 1 below) to the Collateral Agent, acting
for itself, in the name of, on behalf of and for the benefit of the Secured Parties (as
defined in Section 1 below).





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	In this Agreement:
“Assigned Bank Accounts” means all current or future rights, title,
interest and action (including any balances and accrued interest) the
Assignor may have or acquire in relation to any bank account which the
Assignor now has or may at any time have in the future vis-à-vis any
bank or other financial institution, including, but not limited to,
the bank accounts listed in Schedule 1, together with all rights and
benefits relating thereto including privileges and ancillary rights in
respect thereof (art. 170 Swiss Code of Obligations);


“Assigned Intercompany Receivables” means all current or future
receivables owed by Affiliates to Assignor and arising in the course
of business of the Assignor, whether contingent or not, incorporated
in a title or not, together with all rights and benefits relating
thereto including privileges and ancillary rights in respect thereof
(art. 170 Swiss Code of Obligations); Currently existing Assigned
Intercompany Receivables are listed in Schedule 2;
	 
	 	 	“Assigned Receivables” means all current or future receivables owed by customers or other
trade debtors (excluding any Affiliate) to the Assignor and arising in the course of
business of the Assignor, whether contingent or not, together with all rights and
benefits relating thereto including privileges and ancillary rights in respect thereof
(art. 170 Swiss Code of Obligations) but excluding any Excluded Receivables; Currently
existing Assigned Receivables are listed in Schedule 3;





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Assignment Agreement (Novelis Switzerland SA)





	 	 	“Assignment” means the assignments by the Assignor of the Assigned Intercompany Receivables,
Assigned Receivables and Assigned Bank Accounts to the Collateral Agent, acting for itself,
in the name of, on behalf of and for the benefit of the Secured Parties pursuant to art. 164
et seq. of the Swiss Code of Obligations;
	 
	 	 	“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions;
	 
	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement;
	 
	 	 	“Excluded Receivables” means any current or future receivables owed by customers or other
trade debtors (excluding any Affiliate) to the Assignor and arising in the course of
business of the Assignor, whether contingent or not, together with all rights and benefits
relating thereto including privileges and ancillary rights in respect thereof (art. 170
Swiss Code of Obligations) which have been transferred to Novelis AG pursuant to a
receivables purchase agreement between the Assignor and Novelis AG which has been approved
in writing by the Administrative Agent (as defined in the Revolving Credit Agreement);
	 
	 	 	“Notice of Assignment to Affiliates” means the notice substantially in the form of
Schedule 4 to this Agreement;
	 
	 	 	“Notice of Assignment to Banks” means the notice substantially in the form of Schedule
5 to this Agreement;
	 
	 	 	“Notice of Assignment to Debtors” means the notice substantially in the form of Schedule
6 to this Agreement;
	 
	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Revolving Secured Parties under the Revolving
Guarantee and (ii) the Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement);
	 
	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;
	 
	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;
	 
	 	 	“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;





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Assignment Agreement (Novelis Switzerland SA)





	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and liabilities
(whether actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of the Assignor towards the Term Loan Secured Parties under the Term Loan
Guarantee (ii) the Term Loan Secured Obligations (as defined in the Intercreditor
Agreement).
	 
	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.
	 
	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Intercreditor Agreement and the Credit Agreements.
	 
	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, supplemented or substituted from time to time, in accordance with its terms.
	 
	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.
	 
	1.5	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.
	 
	2.	 	ASSIGNMENT AND ASSIGNOR’S OBLIGATIONS
	 
	2.1	 	The Assignor agrees to assign by way of security to the Collateral Agent (acting for itself,
in the name of and on behalf of the Secured Parties) the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts as security for the Secured




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Assignment Agreement (Novelis Switzerland SA)





	 	 	Obligations until the Discharge of Senior Lien Secured Obligations. The Assignor confirms
that it fully understands and accepts the definition of the term “Secured Obligations”.
	 
	2.2	 	For the purpose of effecting the Assignment, the Assignor hereby:
	 
	2.2.1	 	assigns by way of security to the Collateral Agent and the Secured Parties, the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts;
	 
	2.2.2	 	subject as set out in Section 2.11.2, transfers to the Collateral Agent all documents
evidencing the existing Assigned Receivables, the existing Assigned Intercompany Receivables
and the existing Assigned Bank Accounts (whether incorporated in a title or not), including
but not limited to any written agreement, acknowledgment of debt, certificate, Intercompany
note, exchange of letters, fax or e-mail).
	 
	2.3	 	The Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties) expressly accepts the Assignment provided for in Section 2.1. and
2.2.
	 
	2.4	 	The Assignor agrees and undertakes as follows:
	 
	2.4.1	 	Except for liens permitted under the Credit Agreements, the Assignor shall refrain from
granting any pledge, encumbrance or other third party rights affecting the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts and shall
refrain from any other act or omission that would adversely affect the Collateral Agent’s and
Secured Parties’ rights under this Agreement or, except as permitted under the Credit
Agreements, any amounts that are or will become due under any of the Assigned Receivables, the
Assigned Intercompany Receivables and the Assigned Bank Accounts;
	 
	2.4.2	 	without the prior written consent of the Collateral Agent, the Assignor shall not enter into
any kind of arrangement that would provide for the non-assignability of any of the Assigned
Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts or subject
the assignability to the consent of a party other than the Collateral Agent;
	 
	2.4.3	 	except as permitted by the Credit Agreements, the Assignor shall not enter into any
arrangement by which the Assigned Receivables, the Assigned Intercompany Receivables and the
Assigned Bank Accounts would be assigned to a party other than the Collateral Agent and/or
Secured Parties;
	 
	2.4.4	 	the Assignor shall deliver to the Collateral Agent within 10 Business Days following the end
of each calendar quarter (the first time 10 Business Days following December 31, 2010), a list
of all its Assigned Receivables, Assigned Intercompany Receivables and Assigned Bank




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	 	 	Accounts outstanding as of the end of the relevant calendar quarter and assigned
substantially in the same form as set forth in Schedule 1 to 3 as appropriate;
	 
	2.4.5	 	upon the Collateral Agent’s written request and in no event more than once per year, unless
an Event of Default has occurred and is continuing, the Assignor shall deliver to the
Collateral Agent, within 10 Business Days from being so requested by the Collateral Agent, an
up-dated list of all its Assigned Receivables, Assigned Intercompany Receivables and Assigned
Bank Accounts outstanding as of the day where the Collateral Agent’s request under this
paragraph was received substantially in the same form as set forth in Schedule 1 to 3
as appropriate.
	 
	2.5	 	Within 5 Business Days from the Closing Date, the Assignor shall notify the banks of the
assignment by way of security of the Assigned Bank Accounts by delivering to such banks a
Notice of Assignment to Banks substantially in the form of Schedule 5. The Assignor
shall simultaneously send a copy of any Notice of Assignment to Banks to the Collateral Agent.
For the purpose of this Agreement, the Assignor shall release the respective banks from the
banking secrecy to the extent required for the Collateral Agent to perform its rights and
obligations hereunder. Subject to and in accordance with the terms and conditions of the
Credit Agreements, the Assignor shall be authorized to use its bank accounts and any balance
on its bank accounts freely without restriction for as long as no Event of Default has
occurred and is continuing, except in the circumstances set forth in Section 2.6 below.
	 
	2.6	 	Upon an Activation Notice (as this term is defined in the Revolving Credit Agreement) being
sent in accordance with Section 9.01 of the Revolving Credit Agreement, the Assignor shall not
longer be authorized to use its bank accounts and the Collateral Agent shall be entitled to
transfer any balance out of such bank accounts and apply such monies in accordance with
Section 9.01 of the Revolving Credit Agreement.
	 
	2.7	 	In the event where any bank would refuse to countersign the Notice of Assignment to Banks
listed in Schedule 5 and thereby would refuse to waive any first ranking security
interest and/or any right of set-off such bank may have in relation to the Assigned Bank
Accounts, the Assignor shall close the Assigned Bank Accounts and open new bank account(s)
(not subject to such first ranking security interest or right of set-off) with one or more
banking institutions, which would then be assigned by way of security to the Collateral Agent
as per the terms of this Agreement.
	 
	2.8	 	Within 5 Business Days from the Closing Date, the Assignor shall notify its respective
Affiliates of the assignment by way of security of the Assigned Intercompany Receivables by
delivering to such Affiliate a Notice of Assignment to Affiliates substantially in the form of




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	 	 	Schedule 4. The Assignor shall simultaneously send a copy of any Notice of
Assignment to Affiliates to the Collateral Agent.
	 
	2.9	 	Subject to and in accordance with the terms and conditions of the Credit Agreements, the
Assignor shall be authorized to collect any Assigned Receivables for as long as no Event of
Default has occurred and is continuing, and until such time as notified by the Collateral
Agent, provided the proceeds of such Assigned Receivables are credited on the Assigned Bank
Accounts.
	 
	2.10	 	With respect to any Assigned Intercompany Receivable and any Assigned Bank Account arising
after the date hereof, the Assignor undertakes to:
	 
	2.10.1	 	notify immediately the appropriate debtor of Assigned Intercompany Receivables or Assigned
Bank Accounts by using the appropriate notification form; and
	 
	2.10.2	 	transfer to the Collateral Agent all documents evidencing such Assigned Intercompany
Receivables and Assigned Bank Accounts (whether incorporated in a title or not), including but
not limited to any written agreement, acknowledgment of debt, certificate, intercompany note,
exchange of letters, fax or e-mail).
	 
	2.11	 	With respect to any Assigned Receivable arising after the date hereof, the Assignor
undertakes to:
	 
	2.11.1	 	instruct the debtor of such Assigned Receivable to discharge its obligations in relation
thereto exclusively on one of the Assigned Bank Accounts; and
	 
	2.11.2	 	upon the reasonable request of the Collateral Agent in accordance with the Credit Agreements
and upon giving appropriate prior notice, allow representatives of the Collateral Agent to
inspect, during normal business hours, all documents evidencing such Assigned Receivable
(whether incorporated in a title or not), including but not limited to any written agreement,
acknowledgment of debt, certificate, intercompany note, exchange of letters, fax or e-mail.
	 
	2.12	 	Within 5 calendar days after the Collateral Agent has notified the Assignor that an Event of
Default has occurred and is continuing, the Assignor shall notify its current and future
debtors of Assigned Receivables of the Assignment by delivering to such debtors a Notice of
Assignment to Debtors substantially in the form of Schedule 6 but, where necessary or
appropriate, in the respective language of the addressee. The Assignor shall simultaneously
send a copy of any Notice of Assignment to Debtors to the Collateral Agent.
	 
	2.13	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assignor shall co-operate with the Collateral Agent and use its best




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	 	 	commercially reasonable endeavors in assisting the Collateral Agent in collecting the
Assigned Receivables, Assigned Intercompany Receivables and Assigned Bank Accounts.
	 
	2.14	 	Before the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assignor undertakes that the Assigned Receivables and the Assigned
Intercompany Receivables be paid onto the Assigned Bank Accounts as set out in Schedule
1.
	 
	2.15	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Assigned Receivables, the Assigned Intercompany Receivables and the
Assigned Bank Accounts shall be paid to the Collateral Agent or as directed by the Collateral
Agent.
	 
	3.	 	UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
	 
	3.1	 	If and to the extent (i) the obligations of the Assignor under this Agreement are for the
exclusive benefit of the Affiliates of such Assignor (except for the (direct or indirect)
Subsidiaries of such Assignor) 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 3 of the Term Loan
Guarantee and the Revolving Guarantee entered into by the Assignor shall apply to any
enforcement of the security interest created hereunder and the proceeds of such enforcement.
	 
	4.	 	RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 
	4.1	 	Provided the Assignor has not complied with the obligations set out in Section 2.5 and 2.8
within the time limits set forth therein, the Collateral Agent shall be entitled, at any time
on or after the sixth Business Day after the Closing Date, to notify or to request the
Assignor to notify to the relevant debtor, the Assignment in respect of all or part of the
Assigned Intercompany Receivables or the Assigned Bank Accounts:
	 
	4.1.1	 	in the form of Schedule 4 to this Agreement with respect to Assigned Intercompany
Receivables;
	 
	4.1.2	 	in the form of Schedule 5 to this Agreement with respect to Assigned Bank Accounts.
	 
	4.2	 	The Collateral Agent shall be entitled to notify, or request the Assignor to notify, the
Assignment in respect of all or part of the Assigned Bank Accounts and Assigned Intercompany
Receivables to the relevant debtors following the receipt of up-dated Schedule 1 or
Schedule 2 in accordance with Section 2.4.4.




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Assignment Agreement (Novelis Switzerland SA)





	4.3	 	The Collateral Agent has the right to request that the Assignor transfers to the Collateral
Agent all documents evidencing the Assigned Receivables, the Assigned Intercompany Receivables
and the Assigned Bank Accounts (whether incorporated in a title or not), including but not
limited to any written agreement, acknowledgment of debt, certificate, intercompany note,
exchange of letters, fax or e-mail).
	 
	4.4	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing, the Collateral Agent shall be entitled to request immediately the Assignor
to notify the debtors of the Assigned Receivables of the Assignment, and, if the Collateral
Agent has not received evidence of such notification within five calendar days in accordance
with Section 2.12, the Collateral Agent shall be entitled to notify on its own, the Assignment
in respect of all or part of the Assigned Receivables to the relevant debtors by a Notice of
Assignment to Debtors substantially in the form of Schedule 6 to this Agreement.
	 
	4.5	 	After the Collateral Agent has notified the Assignor that an Event of Default has occurred
and is continuing or, with respect to the Assigned Receivables exclusively, 5 calendar days
after such notification:
	 
	4.5.1	 	the Collateral Agent shall be entitled, but not obligated, to collect any Assigned
Receivable, any Assigned Intercompany Receivable and any Assigned Bank Account and to apply
the amounts collected towards the discharge of the Secured Obligations in accordance with the
Intercreditor Agreement;
	 
	4.5.2	 	the Collateral Agent shall have the right to access the premises of the Assignor to the full
extent necessary during ordinary business hours, at the sole discretion of the Collateral
Agent, to ascertain the existence and particulars of the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts;
	 
	4.5.3	 	the Collateral Agent shall be entitled, but not obligated, to undertake on its own
initiative and cost any acts it deems appropriate to collect any overdue or bad claim under
the Assigned Receivables, the Assigned Intercompany Receivables and the Assigned Bank Accounts
and shall apply the amounts so collected towards the discharge of the Secured Obligations in
accordance with the Intercreditor Agreement; and
	 
	4.5.4	 	to the extent that collection of any Assigned Receivable, any Assigned Intercompany
Receivable and/or any Assigned Bank Account is not possible or is deemed unduly burdensome in
the reasonable opinion of the Collateral Agent, the latter shall be entitled to sell such
Assigned Receivables, Assigned Intercompany Receivables and/or Assigned Bank Accounts by
private sale (“Private Verwertung (Selbstverkauf)”), without regard to the enforcement
procedure provided for by the Swiss Federal Law on Debt Collection and




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Assignment Agreement (Novelis Switzerland SA)





	 	 	Bankruptcy, and apply the proceeds (less all costs and expenses) of such sale towards the
discharge of the Secured Obligations. The Collateral Agent shall apply such proceeds in
accordance with the Intercreditor Agreement. The Collateral Agent shall discharge its rights
under this Agreement with the same degree of care it would use in respect of its own
property.
	 
	4.6	 	Upon repayment and discharge in full of the Secured Obligations, the Collateral Agent, at the
costs of the Assignor, shall promptly, and in any event within 5 Business Days from the full
discharge of the Secured Obligations, re-assign the remainder, if any, of the Assigned
Receivables, Assigned Intercompany Receivables and/or Assigned Bank Accounts to the Assignor.
Notwithstanding the above, if the Collateral Agent is authorized to release in whole or in
part any assigned collateral under both the Term Loan Credit Agreement and the Revolving
Credit Agreement, the Collateral Agent is authorized to release such collateral under this
Agreement.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Assignor represents and warrants to the Collateral Agent that:
	 
	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;
	 
	5.1.2	 	as long as this Agreement remains in force, the Assigned Receivables, the Assigned
Intercompany Receivables and the Assigned Bank Accounts are and will continue to be (and any
Assigned Receivable, any Assigned Intercompany Receivable and any Assigned Bank Account coming
into existence in the future will be) free and clear of any pledge, encumbrance or other third
party interests, with the exception of any liens permitted under the Credit Agreements;
	 
	5.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this
Agreement constitutes (i) its legal, valid and binding obligations enforceable against it
pursuant to its terms and (ii) a valid and effective transfer of the Assigned Receivables, the
Assigned Intercompany Receivables and the Assigned Bank Accounts from Assignor to the
Collateral Agent and the Secured Parties.




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Assignment Agreement (Novelis Switzerland SA)





	6.	 	FURTHER ASSURANCES OF THE ASSIGNOR
	 
	 	 	The Assignor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Assignment provided for in
this Agreement.
	 
	7.	 	POWERS OF ATTORNEY
	 
	 	 	The Assignor authorizes the Collateral Agent to be its attorney and in its name, on its
behalf and as its act to execute, deliver and perfect all documents (including giving
notifications and instructions to customers of the Assignor) and do all things that are
necessary for carrying out any obligation imposed on the Assignor under this Agreement,
provided that the Assignor does not carry out such obligation in due time in accordance with
the terms of this Agreement, or exercising any of the rights conferred on the Collateral
Agent by this Agreement or by law, in particular in connection with a private realization
(“Private Verwertung (Selbstverkauf)”) but in any case only after the Collateral Agent has
notified the Assignor that an Event of Default has occurred and is continuing.
	 
	8.	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 	The rights and obligations of the Assignor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of the
rights and obligations of the Collateral Agent under this Agreement shall be restricted to
and made in accordance with Section 12 below. Nothing in this Agreement shall be construed
as limiting the right of the Secured Parties to assign their rights and obligations under
the Credit Agreements in accordance with the relevant provisions thereof.
	 
	9.	 	EFFECTIVENESS OF ASSIGNMENT
	 
	9.1	 	The security constituted by the Assignments under this Agreement shall be cumulative, in
addition to and independent of every other security which the Collateral Agent and/or Secured
Parties may at any time hold for the Secured Obligations or any rights, powers and remedies
provided by law.
	 
	9.2	 	No failure on the part of the Collateral Agent and/or Secured Parties to exercise, or delay
on its part in exercising, any rights hereunder shall operate as waiver thereof, nor shall any
single or partial exercise of any rights hereunder preclude any further or other exercise of
that or any other rights.




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Assignment Agreement (Novelis Switzerland SA)





	9.3	 	The Collateral Agent and/or Secured Parties shall not be liable by reason of taking any
action permitted by this Agreement.
	 
	10.	 	COSTS AND EXPENSES
	 
	 	 	The Assignor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Assignment hereby constituted or the exercise of any
rights hereunder and the Assignor shall reimburse and indemnify the Collateral Agent for any
such costs or expenses reasonably incurred by it.
	 
	11.	 	NOTICES
	 
	 	 	All notices or other communications made or given in connection with this Agreement shall be
made by facsimile or letter as follows:
	 
	a)	 	if to the Assignor





	 	 	 

	Novelis Switzerland AG

	Address:

	 	Route des Laminoirs 15
	 

	 	CH- 3960 Sierre
	Attn:

	 	Plant Manager
	 
	 	 
	with a copy to:

	 
	 	 
	Novelis AG

	Address:

	 	Sternenfeldstrasse 19
	 

	 	CH- 8700, Küsnacht
	Attn:

	 	Legal Department
	 
	 	 






	b)	 	if to the Collateral Agent





	 	 	 

	Bank of America, N.A.

	 
	 	 
	Address

	 	135 S. LaSalle, Suite 927, IL4-135-09-27
Chicago, Illinois 60603
	Attn:

	 	Account Officer
	Fax:

	 	+1 312-453-5555






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Assignment Agreement (Novelis Switzerland SA)





		 	or to such other address or facsimile numbers or e-mail address as is notified in writing
from time to time by one party to the other party under this Agreement. Notices shall be
effective upon receipt.
	 
	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.
	 
	12.	 	SUCCESSOR AGENT
	 
	 	 	If a successor of the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Revolving Credit Agreement, the Collateral
Agent hereunder will be automatically replaced by the successor Revolving Credit Collateral
Agent as party to this Agreement.
	 
	13.	 	SEVERABILITY
	 
	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Agreement, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.
	 
	14.	 	WAIVERS AND MODIFICATIONS
	 
	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.
	 
	15.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	16.	 	LAW AND JURISDICTION
	 
	16.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.




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Assignment Agreement (Novelis Switzerland SA)





	16.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.
	 
	16.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under the
relevant Credit Agreement, provided that a legal action or proceeding under any of the Credit
Agreements is already pending before such court or a claim under any of the Credit Agreements
is submitted simultaneously with a claim in respect to this Agreement to such court. By
execution and delivery of this Agreement, the Assignor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.
	 
	16.4	 	The Assignor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave
of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600)
(telecopy no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail,
postage prepaid) or delivering a copy of such process to the Assignor in care of the Process
Agent at the Process Agent’s above address, and the Assignor hereby irrevocably authorizes and
directs the Process Agent to accept such service on its behalf. Each Guarantor 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.
	 
	16.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the
Revolving Secured Parties and as sub-agent and bailee for the Term Loan Collateral Agent (as
defined in the Intercreditor Agreement) pursuant to Section 7.4 of the Intercreditor
Agreement.





THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES








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Assignment Agreement (Novelis Switzerland SA)




SIGNATURE PAGE




Bank of America, N.A.


as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties




	 	 	 	 	 
	 	Date:

 	 
	 	By:  	 	 
	 	 	Name:  	Christopher Kelly Wall 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Peter M. Walther 	 
	 	 	Title:  	Senior Vice President 	 



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Assignment Agreement (Novelis Switzerland SA)




SIGNATURE PAGE




 





Novelis Switzerland AG,




as Assignor




	 	 	 	 	 	 
	By: 

	 	 	By: 	 
	 	 

	 	 	 
	 	Name: David Sneddon

	 	 	Name: Antonio Tadeu Coelho Nardocci
	 	Title: Director

	 	 	Title: Chairman






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Assignment Agreement (Novelis Switzerland SA)




SCHEDULE 1




LIST OF BANK ACCOUNTS


In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Bank Accounts listed immediately below:




	 	 	 	 	 	 	 
	Name of Depositary Bank	 	Branch Office	 	Account Number	 	Account Holder
	Credit Suisse

	 	Zürich
	 		 	Novelis Switzerland AG











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SCHEDULE 2


LIST OF INTERCOMPANY RECEIVABLES



In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Intercompany Receivables listed in the following documents:







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SCHEDULE 3


LIST OF TRADE RECEIVABLES



In accordance with the Agreement, the Assignor hereby assigns by way of security to the Collateral
Agent and Secured Parties the Assigned Receivables listed in the following document:








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SCHEDULE 4


NOTICE OF ASSIGNMENT TO AFFILIATES



[Letterhead of the Assignor]




Name of Intercompany Debtor




[Address of Debtor]



BY REGISTERED MAIL







[Place/Date]




Re: Notification of Assignment



Dear Sirs,



By the present letter, you are hereby notified that we (the “Assignor”) and Bank of America N.A.
(the “Collateral Agent”) have entered into an assignment agreement (the “Agreement”). Thereby, the
Assignor has assigned by way of security (the “Assignment”), all its present and future receivables
against your company (the “Assigned Claims”) to the Collateral Agent, acting on behalf of a
consortium lenders.



Therefore, we would be grateful if you could confirm that any payments in fulfillment of present
and future claims, which we may from time to time have against you, shall be paid exclusively to
the Collateral Agent in the event of a notice given to you by the Collateral Agent to that effect.



Such notice shall be made by registered mail of fax (confirmed by registered mail) to the following
address: [insert name and address of Intercompany Debtor] attn. [insert name of responsible
person[s]], Fax [...].



Please note that you remain fully liable towards the Collateral Agent for all payments made
directly to us after receipt of the aforementioned notice.



We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 	 
	Very truly yours,

	 	Agreed and Acknowledged:
	 
	 	 
	 

	 	[name of the Intercompany Debtor]
	 
	 	 
	[Assignor]
	 	 
	 
	 	 
	 

	 	 
	[authorized signatories]

	 	[authorized signatories]






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SCHEDULE 5


NOTICE OF ASSIGNMENT TO BANKS



[Letterhead of the Assignor]




[Name of the Bank

Account Bank]




[Address of the Bank]




BY REGISTERED MAIL



[Place/Date]




Notification of Assignment



Dear Sirs,



Reference is made to the bank account no[s]. [...] (the “Bank Account[s]”) held by us (the
“Assignor”) with you in connection with which we have sent you a notification of assignment dated
[•], 2007.



You are hereby notified that the Assignor and Bank of America N.A. (the “Collateral Agent”) have
entered as of December [•], 2010 into a new assignment agreement (the “Agreement”). Thereby, the
Assignor has assigned by way of security (the “Assignment”), all the current and future amounts
standing to the credit of the Bank Account (the “Assigned Claims”) to the Collateral Agent, acting
on behalf of a consortium of lenders.



Under the Agreement, the Collateral Agent has authorized the Assignor, subject to revocation, to
dispose of the Assigned Claims. The revocation of such authorization shall be made by registered
mail of fax (confirmed by registered mail) to the following address: [insert name and address of
bank] attn. [insert name of responsible person[s]], Fax [...]. By countersigning the present
letter, you hereby irrevocably agree that upon receipt of notice of such revocation you may only
validly discharge your obligations in respect of the Assigned Claims by payment to the Collateral
Agent.



Please note that we hereby release you from any and all your obligations in relation to Swiss
Banking Secrecy with respect to the Collateral Agent to the extent required for the latter to
perform its rights and obligations under the Agreement.



The Collateral Agent has requested that you waive any first ranking security interest and/or any
right of set-off you may have in relation to the Assigned Claims. By countersigning this letter you
confirm that you accept to waive in favor of the Collateral Agent (and the lenders represented by
the Collateral Agent) any first ranking security interest and/or any right of set-off you may have
in relation to the Assigned Claims.



The Collateral Agent agrees with the foregoing by countersigning the present letter.







23/25









 







We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 	 
	[Assignor]

	 	Agreed and Acknowledged:
	 
	 	 
	 
	 	 
	[authorized signatories]

	 	[name of Bank]
	 
	 	 
	 
	 	 
	 

	 	[authorized signatories]
	 
	 	 




Agreed and Acknowledged by:



Bank of America N.A.








[authorized signatories]




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SCHEDULE 6


NOTICE OF ASSIGNMENT TO DEBTORS




	 	 	 

	[Letterhead of the Assignor]
	 	 
	 

	 	[Name of the Debtor]      
	 

	 	[Address of the Debtor]






BY REGISTERED MAIL



[Place/Date]




Notification of Assignment



Dear Sirs,



We refer to the [contract and other particulars identifying the Assigned Receivables in relation to
the relevant trade debtor of the relevant Assignor].



You are hereby notified that Novelis Switzerland AG (the “Assignor”) and Bank of America N.A. (the
“Collateral Agent") have entered into an assignment agreement (the “Agreement”) whereby current and
future trade receivables owing by the customers to the Assignor (the “Assigned Receivables”) have
been assigned to the Collateral Agent, acting on behalf of a consortium of lenders, irrespective of
whether currently due and payable or becoming due and payable in the future.



Under the Agreement, the Collateral Agent has authorized the Assignor, subject to revocation, to
collect the Assigned Receivables at certain conditions. The revocation of such power of attorney
shall be made by registered mail of fax (confirmed by registered mail) to the following address:
[insert name and address of debtor] attn. [insert name of responsible person[s]], Fax [...]. Upon
revocation you may only validly discharge your obligations in respect of the Assigned Receivables
by payment to the Collateral Agent. [Assignor/Collateral Agent]



We should be grateful if you would return the enclosed copy of the present letter, duly dated and
signed, to [...]




	 	 	 	 

	[Assignor]

	 	Agreed and Acknowledged:
	 
	 	 
	 

	 	[name of debtor]
	 
	 	 
	[authorized signatories]
	 	 
	 
	 	 
	 

	 	[authorized signatories]







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Execution copy December 17, 2010




 






GUARANTEE




granted by



Novelis Switzerland SA



Sierre, Switzerland



to



Bank of America, N.A. 



Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of



the Secured Parties 



 





relating to



certain obligations of the Loan Parties under the Revolving Credit



Agreement dated as of or about 17 December, 2010.



 









 






Novelis Switzerland SA: Revolving Credit Guarantee Agreement




INDEX



	 	 	 	 	 	 	 

	1.

	 	DEFINITIONS AND INTERPRETATION
	 	 	3	 
	 
	 	 	 	 	 	 
	2.

	 	GUARANTEE
	 	 	4	 
	 
	 	 	 	 	 	 
	3.

	 	UP-STREAM AND CROSS-STREAM GUARANTEES:	 	 	 	 
	 

	 	LIMITATION AND WITHHOLDING TAX
	 	 	7	 
	 
	 	 	 	 	 	 
	4.

	 	GUARANTOR’S UNDERTAKINGS
	 	 	9	 
	 
	 	 	 	 	 	 
	5.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	 
	 	 	 	 	 	 
	6.

	 	ASSIGNMENTS AND TRANSFERS
	 	 	10	 
	 
	 	 	 	 	 	 
	7.

	 	COSTS AND EXPENSES
	 	 	10	 
	 
	 	 	 	 	 	 
	8.

	 	NOTICES
	 	 	10	 
	 
	 	 	 	 	 	 
	9.

	 	SUCCESSOR AGENT
	 	 	11	 
	 
	 	 	 	 	 	 
	10.

	 	SEVERABILITY
	 	 	11	 
	 
	 	 	 	 	 	 
	11.

	 	WAIVERS AND MODIFICATIONS
	 	 	12	 
	 
	 	 	 	 	 	 
	12.

	 	COUNTERPARTS
	 	 	12	 
	 
	 	 	 	 	 	 
	13.

	 	LAW AND JURISDICTION
	 	 	12	 






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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement


This Guarantee (the “Guarantee”) is made between:





	(1)	 	Novelis Switzerland SA, a company incorporated under the laws of Switzerland, having
its seat at Route des Laminoirs 15, 3960 Sierre, Switzerland (the “Guarantor”);
	and
	 
	(2)	 	 Bank of America, N.A., a national banking association organized under the
laws of the United States, having its seat at Charlotte, North Carolina, USA, acting for
itself, in the name of, on behalf of and for the benefit of the Secured Parties (as defined in
the Revolving Credit Agreement) in its capacity as Collateral Agent under the Revolving Credit
Agreement (the “Collateral Agent”).




PREAMBLE:





	(A)	 	The Guarantor and the Collateral Agent have entered into that certain Credit Agreement dated
as of or about December 17, 2010 (the “Revolving Credit Agreement”) among, inter alia,
Novelis Inc., Novelis Corporation, Novelis UK Limited and Novelis AG (each as Borrower), AV
Metals Inc. (as Parent Guarantor) and the Subsidiary Guarantors party thereto, and other
Lenders party thereto (as defined therein) (the “Revolving Loan Lenders”), whereby the
Borrowers were made available certain revolving credit facilities by the Revolving Loan
Lenders.
	 
	(B)	 	The Collateral Agent and Secured Parties require the Guarantor to unconditionally and
irrevocably guarantee the prompt and complete payment and performance by the Loan Parties (as
defined in the Revolving Credit Agreement) of their obligations under the Revolving Credit
Agreement, as further defined in this Guarantee.
	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this Guarantee:






“Business Day” means one day on which the commercial banks in Zurich are open for normal
business transactions;




“Guaranteed Obligations” means the prompt payment in full when due (whether at stated
maturity, by required prepayment, declaration, demand, by acceleration or



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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




otherwise) of the principal of and interest (including any interest, fees, costs or charges
accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which
would have accrued, but for the commencement of such an Insolvency Proceeding) 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 Bank Product 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”).




	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Revolving Credit Agreement.
	 
	1.3	 	In this Guarantee, (a) a person includes its successors and assigns; (b) headings
are for convenience of reference only and are to be ignored in construing this Guarantee and
(c) references to any agreement or document are references to that agreement or document as
amended, varied, supplemented, substituted or novated from time to time, in accordance with
its terms.
	 
	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.
	 
	2.	 	GUARANTEE
	 
	2.1	 	In accordance with Article 111 of the Swiss Code of Obligations, the Guarantor, acting as
primary and independent obligor and not merely as a surety (“Bürge”/“Caution” within
the meaning of Articles 492 ss. of the Swiss Code of Obligations), hereby unconditionally
(subject to Section 3 below) and absolutely guarantees, on a first demand basis, the prompt
and complete payment and performance by the Loan Parties of the Guaranteed Obligations.
	 
	2.2	 	The Guarantor hereby expressly acknowledges that the meaning of the term “Guaranteed
Obligations” used in this Guarantee (and consequently the extent of its undertaking under this
Guarantee) is defined (i) by reference to the Revolving Credit Agreement and the





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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




Guarantor expressly confirms that it fully understands and accepts such definition of the
terms “Guaranteed Obligations” used in this Guarantee.




	2.3	 	In the event where any Loan Party fails to pay or perform timely any Guaranteed Obligation,
(subject to Section 3 below) the Collateral Agent will be entitled to claim from the
Guarantor, on a first demand basis, damages for an amount equal to, as applicable, (i) such
Guaranteed Obligation, and (ii) any additional amount (including but not limited to the
Collateral Agent’s costs) to the extent necessary to put the Secured Parties in the position
in which they would have been, had such Guaranteed Obligation been timely paid or performed.
	 
	2.4	 	The Collateral Agent will make any demand for damages under Section 2.3 above towards the
Guarantor by registered letter with acknowledgement of receipt. The Collateral Agent will
confirm in such demand that the Guaranteed Obligations have not been timely paid or performed
and to what extent. Subject to Section 3, the Guarantor so notified by the Collateral Agent
shall pay within 5 Business Days of that first demand.
	 
	2.5	 	The Guarantor understands and agrees that the Guarantee is a continuing, absolute and
unconditional (subject to Section 3 below) guarantee of payment without regard to (a) the
validity or enforceability of the Revolving Credit Agreement or any other applicable Loan
Document, any of the Guaranteed Obligations, or any collateral security therefor or guarantee
or right of set-off with respect thereto at any time or from time to time held by the
Collateral Agent or any applicable Secured Party, (b) any defense, set-off or counterclaim
which may at any time be available to or be asserted by the Loan Parties against the
Collateral Agent or any applicable Secured Party (including, but not limited to, any right the
Loan Parties may have to first require the Collateral Agent to proceed against or enforce any
other rights, security or claim payment from a person before claiming payment from the
Guarantor under this Guarantee), or (c) any other circumstance whatsoever which constitutes,
or might be construed to constitute, a discharge of the Guaranteed Obligations.
	 
	2.6	 	When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against the Guarantor, the Collateral Agent may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have against the Loan
Parties, or any other person or against any collateral security or guarantee for the
Guaranteed Obligations, or any right of set-off with respect thereto, and any failure by the
Collateral Agent to make any such demand, to pursue such other





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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




rights or remedies or to collect any payments from the Loan Parties or any other person or to
realize upon any such collateral security or guarantee or to exercise any such right of
set-off shall not relieve the Guarantor of any applicable obligation or liability under this
Guarantee, 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 any applicable Secured Party
against the Guarantor.




	2.7	 	Subject to Section 3 below, the Guarantor’s obligations under this Guarantee will not be
discharged, suspended or in any way affected by:






	 	(i)	 	any failure or delay by the Collateral Agent to realize upon or seek to enforce
against the Loan Parties any liability or obligation arising under the Revolving Credit
Agreement;
	 
	 	(ii)	 	any default, failure or delay in the performance by the Loan Parties of the
Guaranteed Obligations;
	 
	 	(iii)	 	any waiver of or consent to departure from the provisions of, or any amendment
to this Guarantee, the Revolving Credit Agreement or any applicable Loan Document,
except when made in writing and executed by the Guarantor and the Collateral Agent;
	 
	 	(iv)	 	any bankruptcy, receivership or any other insolvency proceeding related to any
Loan Party or its property or any merger, reorganization, dissolution, sale of assets,
or other winding up of any Loan Party; or
	 
	 	(v)	 	any other circumstance which may otherwise constitute a defense available to, or
a discharge of, the Guarantor in respect of its obligations under this Guarantee.






	2.8	 	This Guarantee will be valid and will remain in full force until such time as the Guaranteed
Obligations, as applicable have been paid and discharged in full, and no further Guaranteed
Obligations are capable of arising thereafter.
	 
	2.9	 	The provisions of Sections 2.12 (with respect to Taxes), 2.15, 2.21, 2.22, 2.23 and 7.10 of
the Revolving Credit Agreement are hereby incorporated, mutatis mutandis, and shall apply to
this Agreement, the parties hereto and the Secured Parties as if set forth herein.
	 
	2.10	 	Notwithstanding anything herein to the contrary, this Guarantee 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 or about December 17, 2010 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the





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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




“Intercreditor Agreement”) among Novelis Inc., a corporation amalgamated under the Canada
Business Corporations Act, Novelis Corproration, a Texas corporation, Novelis Pae
Corporation, a Delaware corporation, Novelis Brand LLC, a Delaware limited liability company,
Novelis South America Holdings LLC, a Delaware limited liability company, Aluminium 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, AV
Metals Inc., a corporation formed under the Canada Business Corporations Act, the Guarantor
and other guarantors party thereto, Bank of America, N.A., as Revolving Credit Administrative
Agent and Revolving Credit Collateral Agent, and Bank of America, N.A., as Term Loan
Administrative Agent and 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. Except as
provided for in this paragraph, notwithstanding anything herein to the contrary, the
Revolving Credit Agreement, including Article X thereof shall govern and control the exercise
of remedies by Collateral Agent.




	3.	 	UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX
	 
	3.1	 	If and to the extent that (i) the obligations of the Guarantor under this Agreement are for
the exclusive benefit of the Guarantor’s Affiliates (except the Guarantor’s (direct or
indirect) Subsidiaries) and (ii) complying with the obligations under this Agreement would
constitute a repayment of capital (“restitution des apports”/“Einlagerückgewähr”) or the
payment of a (constructive) dividend (“distribution de dividende”/“Gewinnausschüttung”), the
following shall apply:






	 	(i)	 	The aggregate obligations under the Guarantee of the Guarantor shall be limited
to the maximum amount of the 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 such company makes a payment under the Guarantee (provided such limitation is still
a legal requirement under Swiss law at that time);
	 
	 	(ii)	 	Immediately after having been requested to make a payment under the Guarantee





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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




(the “Guarantee Payment”), the Guarantor will (a) provide the Collateral Agent, within
twenty (20) Business Days from being requested to make the Guarantee Payment, with (1)
an interim audited balance sheet prepared by the statutory auditors of the 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
Guarantor under the Guarantee without breaching the provisions of Swiss corporate law,
which are aimed at protecting the share capital and legal reserves, and (b) upon
receipt of the confirmation referred to in the preceding sentence under (3) and after
having taken all actions required pursuant to Section 3.2 below, pay (i) the Guarantee
Payment in full or (ii) the Available Amount, whichever is less (in any case, less, if
required, any withholding tax under the Swiss Federal Act on Withholding Tax of October
13, 1965 (the “Swiss Withholding Tax”)).




	 	(iii)	 	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
Guarantee or the Security Documents, the 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 Guarantee 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 Collateral Agent that the Swiss Withholding Tax has been paid to
the Swiss Federal Tax Administration, and the Guarantor shall not be required to make a
gross-up, indemnify or otherwise hold harmless the Secured Parties for the deduction of
the Swiss Withholding Tax. The Guarantor shall use its best efforts to ensure that any
person which is, as a result of a payment under this Guarantee, 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 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 Guaranteed Obligations will only be
considered as discharged to the extent of the effective payment received by the Secured
Parties under this Guarantee. This subsection (iii) is without prejudice to the gross-up
or indemnification obligations under the Revolving Credit Agreement.






	3.2	 	The Swiss Guarantor 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





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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




Guarantee Payment under this Guarantee 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 Guarantee or the Security Documents in order
to allow for a prompt payment of the Guarantee Payment or Available Amount, as applicable.




	4.	 	GUARANTOR’S UNDERTAKINGS
	 
	4.1	 	The Guarantor agrees and undertakes:
	 
	4.1.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Guarantee conferred herewith in favour of the applicable Secured Parties;
	 
	4.1.2	 	not to sell, transfer or otherwise dispose of its assets, unless otherwise permitted by the
applicable Loan Documents; and
	 
	4.1.3	 	not to create or allow to subsist any security interest, except as permitted under the
Revolving Credit Agreement or as provided for by mandatory provisions of Swiss law over or in
respect of its assets or permit to be done, anything which would foreseeably depreciate,
jeopardize or otherwise directly or indirectly prejudice the value to the applicable Secured
Parties of the Guarantor’s assets, unless otherwise permitted by the applicable Loan
Documents.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Without prejudice to the representations and warranties made under the Revolving Credit
Agreement, the Guarantor represents and warrants to the Collateral Agent that, as of the date
hereof:
	 
	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted; and




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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




	5.1.2	 	this Guarantee (i) constitutes its legal, valid and binding obligations enforceable against
it pursuant to its terms and (ii) creates a valid, effective and independent guarantee within
the meaning of article 111 of the Swiss Code of Obligations in favor of the Collateral Agent
and the applicable Secured Parties.
	 
	6.	 	ASSIGNMENTS AND TRANSFERS






The rights and obligations of the Guarantor under this Guarantee may not be assigned or
transferred without the prior written consent of the Collateral Agent, except as otherwise
provided in the Revolving Credit Agreement. Nothing in this Guarantee shall be construed as
limiting the right of the Secured Parties to assign their rights and obligations under the
Revolving Credit Agreement, as the case may be in accordance with the relevant provisions of
such agreement.




	7.	 	  COSTS AND EXPENSES






The Guarantors shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Guarantee or the exercise of any rights hereunder and the
Guarantor shall reimburse and indemnify the Collateral Agent for any such costs or expenses
reasonably incurred by it.




	8.	 	  NOTICES






All notices or other communications made or given in connection with this Guarantee shall be
made by facsimile or letter as follows:




	 	 	a)	 	if to the Guarantor





	 	 	 

	Novelis Switzerland SA
	 	 
	 
	 	 
	Address:

	 	Route des Laminoirs 15
	 
	 	 
	 

	 	CH- 3960 Sierre
	 
	 	 
	Attn:

	 	Plant Manager
	 
	 	 
	with a copy to:
	 	 
	 
	 	 
	Novelis AG
	 	 
	 
	 	 
	Address:

	 	Sternenfeldstrasse 19






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                              Novelis Switzerland SA:Revolving Credit Guarantee Agreement



	 	 	 

	 

	 	CH- 8700 Küsnacht
	 
	 	 
	             Attn:

	 	Legal Department
	 
	 	 
	      b)   if to the Collateral Agent
	 	 
	 
	 	 
	             Bank of America, N.A.
	 	 
	 
	 	 
	             Address

	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	Chicago, Illinois 60603
	 
	 	 
	             Attn:

	 	Account Officer
	 
	 	 
	             Fax:

	 	+1 312-453-5555







or to such other address or facsimile numbers as is notified in writing from time to time by
one party to the other party under this Guarantee. Notices shall be effective upon receipt.




Each notice, communication and document given under or in connection with this Guarantee
shall be in English or, if not, accompanied by an accurate translation thereof which has been
confirmed by authorized signatory of the party giving the same as being a true and accurate
translation.




	9.	 	SUCCESSOR AGENT






If a successor of the Revolving Credit Collateral Agent is appointed pursuant to the relevant
provisions of the Revolving Credit Agreement, the Collateral Agent will hereunder
automatically be replaced by the successor Revolving Credit Collateral Agent as party to this
Guarantee, upon notice to the Guarantor of the appointment of the successor Revolving Credit
Collateral Agent.




	10.	 	SEVERABILITY






If any provision of this Guarantee is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Guarantee or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Guarantee, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.



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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




	11.	 	WAIVERS AND MODIFICATIONS






This Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Revolving Credit Agreement.




	12.	 	COUNTERPARTS






This Guarantee may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.




	13.	 	LAW AND JURISDICTION






	13.1	 	This Guarantee shall be governed by and construed in accordance with the substantive laws of
Switzerland.
	 
	13.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Guarantee.
	 
	13.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Guarantee
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under the
Revolving Credit Agreement, provided that a legal action or proceeding under the Revolving
Credit Agreement is already pending before such court or a claim under the Revolving Credit
Agreement is submitted simultaneously with a claim in respect to this Guarantee to such court.
By execution and delivery of this Guarantee, the Guarantor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.
	 
	13.4	 	The Guarantor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave
of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600)
(telecopy no: +1 212-299-5656) (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,





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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement




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 Guarantee. Such service may be made by
mailing (by registered or certified mail, postage prepaid) or delivering a copy of such
process to the Guarantor in care of the Process Agent at the Process Agent’s above address,
and the Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such
service on its behalf. The Guarantor 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.


THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement



SIGNATURE PAGE




Bank of America, N.A.,

as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit of the

Secured Parties




	 	 	 	 	 

	Date:

	 	 	 
	 
	 	 	 	 
	By:

	 	 
	 	 
	 

	 	Name: Peter M. Walther	 	 
	 

	 	Title: Senior Vice President	 	 






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                    Novelis Switzerland SA:Revolving Credit Guarantee Agreement



SIGNATURE PAGE




	 	 	 	 	 	 	 

	 
	Novelis Switzerland SA,	 	 	 	 
	 
	as Guarantor	 	 	 	 
	 	Date:	 	 	 	 	 
	 
	By: 	 	 	By: 	 
	 	Name: 	 David Sneddon	 	 	Name: 	 Antonio Tadeu Coelho Nardocci
	 	Title:	 Director	 	 	Title:	 Chairman







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Execution copy December 17, 2010




 





Intellectual Property Pledge Agreement



between



Novelis Switzerland SA



Sierre, Switzerland



and



Bank of America, N.A.



Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of



the Secured Parties 



 





relating to the



Pledge of the intellectual property of Novelis Switzerland SA



 










 





IP Pledge (Novelis Switzerland SA)



TABLE OF CONTENTS




	 	 	 	 	 	 	 

	1.

	 	INTERPRETATION
	 	 	4	 
	 
	 	 	 	 	 	 
	2.

	 	PLEDGE
	 	 	6	 
	 
	 	 	 	 	 	 
	3.

	 	UP-STREAM AND CROSS-STREAM
GUARANTEES: LIMITATION AND WITHHOLDING TAX
	 	 	7	 
	 
	 	 	 	 	 	 
	4.

	 	PLEDGOR’S OBLIGATIONS
	 	 	7	 
	 
	 	 	 	 	 	 
	5.

	 	RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
	 	 	8	 
	 
	 	 	 	 	 	 
	6.

	 	ENFORCEMENT
	 	 	8	 
	 
	 	 	 	 	 	 
	7.

	 	GRANT OF INTELLECTUAL PROPERTY LICENSE
	 	 	10	 
	 
	 	 	 	 	 	 
	8.

	 	RELEASE OF THE PLEDGED ASSETS
	 	 	10	 
	 
	 	 	 	 	 	 
	9.

	 	REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	 
	 	 	 	 	 	 
	10.

	 	FURTHER ASSURANCES OF THE PLEDGOR
	 	 	12	 
	 
	 	 	 	 	 	 
	11.

	 	AVOIDANCES OF PAYMENTS
	 	 	12	 
	 
	 	 	 	 	 	 
	12.

	 	POWER OF ATTORNEY
	 	 	12	 
	 
	 	 	 	 	 	 
	13.

	 	ASSIGNMENT AND TRANSFERS
	 	 	12	 
	 
	 	 	 	 	 	 
	14.

	 	EFFECTIVENESS OF PLEDGE
	 	 	13	 
	 
	 	 	 	 	 	 
	15.

	 	COSTS AND EXPENSES
	 	 	13	 
	 
	 	 	 	 	 	 
	16.

	 	NOTICES
	 	 	13	 
	 
	 	 	 	 	 	 
	17.

	 	SUCCESSOR AGENT
	 	 	14	 
	 
	 	 	 	 	 	 
	18.

	 	SEVERABILITY
	 	 	14	 
	 
	 	 	 	 	 	 
	19.

	 	WAIVER AND MODIFICATIONS
	 	 	15	 
	 
	 	 	 	 	 	 
	20.

	 	COUNTERPARTS
	 	 	15	 
	 
	 	 	 	 	 	 
	21.

	 	LAW AND JURISDICTION
	 	 	15	 
	 
	 	 	 	 	 	 
	SCHEDULE 1	 	 	19	 






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This Agreement (the “Agreement”) is made between:





	(1)	 	Novelis Switzerland SA, a company incorporated under the laws of Switzerland, having
its seat at Route des Laminoirs 15, 3960 Sierre, Switzerland (the “Pledgor”); and






	(2)	 	Bank of America, N.A., a national banking association organized under the laws of
the United States, having its seat at Charlotte, North Carolina, USA, acting for itself, in
the name of, on behalf of and for the benefit of the Secured Parties (as defined in this
Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the “Collateral
Agent”).




Whereas





	(A)	 	The Pledgor and the Collateral Agent have entered into that certain Credit Agreement on or
about December 17, 2010 (the “Term Loan Agreement”) among, inter alia Novelis Inc,
(as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto, whereby the
Borrower was made available certain term loan credit facilities by the Lenders party thereto
(as defined therein) (the “Term Loan Lenders”).






	(B)	 	The Pledgor and the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement, defined below) have entered into that certain Credit Agreement on or about December
17, 2010 (the “Revolving Credit Agreement” and together with the Term Loan Agreement,
the “Credit Agreements”) among, inter alia Novelis Inc., Novelis Corporation, Novelis UK
Limited and the Pledgor (each as Borrower), AV Metals Inc. (as Parent Guarantor) and the
Subsidiary Guarantors party thereto, and other Lenders party thereto (as defined therein) (the
“Revolving Loan Lenders”), whereby the Borrowers were made available certain
revolving credit facilities by the Revolving Loan Lenders.






	(C)	 	On or about December 17, 2010, the Pledgor and other guarantors party thereto, the
Revolving Credit Collateral Agent (as defined in the Intercreditor Agreement, defined below)
and the Collateral Agent entered into an Intercreditor Agreement governing the relationship
and preference rights of the Term Loan Secured Parties and Revolving Secured Parties (as these
terms are defined below) among each other in relation to the collateral granted by the
borrowers and guarantors (including Pledgor) under or in connection with the Credit Agreements
(the “Intercreditor Agreement”).




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	(D)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favor of the Term Loan Collateral Agent, (acting for itself, in the name of, on behalf of and
for the benefit of the Term Loan Secured Parties) (the “Term Loan Guarantee”).






	(E)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favour of the Revolving Credit Collateral Agent (acting for itself, in the name of, on behalf
of and for the benefit of the Revolving Secured Parties) (the “Revolving Guarantee”).






	(F)	 	The Collateral Agent, the Revolving Credit Collateral Agent, the Term Loan Lenders and the
Revolving Loan Lenders require the Pledgor to enter into this pledge for security purposes in
favor of the Collateral Agent for the benefit of the Secured Parties, and subject to the terms
of the Intercreditor Agreement.






	(G)	 	The Pledgor has agreed to pledge its Intellectual Property Rights as security for the Secured
Obligations (as these terms are defined in Section 1 below) to the Collateral Agent, acting
for itself, in the name of, on behalf of and for the benefit of the Secured Parties (as
defined in Section 1 below).





IT IS AGREED as follows:





	1.	 	INTERPRETATION






	1.1	 	In this Agreement:






	 	 	“Business Day” shall mean a day on which the commercial banks in
Zurich are open for normal business transactions;
“Enforcement” means the realization of the Pledged Assets;






	 	 	“Event of Default” shall have the meaning ascribed to such term in the Term Loan Agreement
and / or the Revolving Credit Agreement;






	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement.






	 	 	“Intellectual Property Rights” means any trademark, trade name, brand name, service mark,
copyright, performing right, design right, patent, database rights (and any associated
goodwill relating thereto) whether applied for or registered, to which the Pledgor is
entitled and which are owned by the Pledgor, including any intellectual or





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	 	 	industrial property right and licences granted to the Pledgor to the extent those licences
can be pledged, including, but not limited to, those intellectual property rights, if any,
listed in Schedule 1 which are applied for or registered in the name of the Pledgor
and all other intellectual property rights, whether now owned by the Pledgor or hereafter
acquired by the Pledgor and any rights and privileges arising under applicable law with
respect to any of the foregoing, reissues, continuations, extensions and renewals thereof
and amendments thereto, income, fees royalties, damages claims and payments now or
hereafter and payable with respect thereto, rights corresponding thereto throughout the
world and rights to sue for past, present and future infringement, dilutions or other
violations thereof;






	 	 	“Pledge” means the pledge pursuant to Art. 884 et seq. of the Swiss Civil Code of the
Intellectual Property Rights;






	 	 	“Pledged Assets” means the Intellectual Property Rights which are or will be pledged to the
Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit of
the Secured Parties) under this Agreement as security for the Secured Obligations;






	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Revolving Secured Parties under the
Revolving Guarantee and (i) the Revolving Credit Secured Obligations (as defined in the
Intercreditor Agreement);






	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;






	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;






	 	 	“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;






	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Term Loan Secured Parties under the
Term Loan Guarantee and (ii) the Term Loan Secured Obligations as defined in the
Intercreditor Agreement;






	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.




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	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Intercreditor Agreement or the Credit Agreements.






	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, varied, supplemented, substituted or novated from time to time, in accordance with
its terms.






	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.






	1.5	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.






	2.	 	PLEDGE






	2.1	 	The Pledgor agrees (i) to pledge to the Collateral Agent (acting for itself, in the
name of, on behalf of and for the benefit of the Secured Parties) all present and
future Intellectual Property Rights as security for the Secured Obligations until the
Discharge of Senior Lien Secured Obligations and, therefore, (ii) to perfect the Pledge on the
date hereof. The Pledgor hereby expressly confirms that it fully understands and accepts the
definition of the term “Secured Obligations”.




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	2.2	 	For the purpose of perfecting the Pledge, the Pledgor hereby pledges to the Collateral
Agent (acting for itself, in the name of, on behalf of and for the benefit of the
Secured Parties) the Intellectual Property Rights existing on the date hereof.






	2.3	 	Upon request of the Collateral Agent, the Pledgor shall deliver to the Collateral Agent
appropriate evidence that, with respect to the Intellectual Property Rights listed in
Schedule 1, the Pledgor has filed notification letters requesting the intellectual
property rights offices or other registration authorities of every jurisdiction in which such
Intellectual Property Rights are registered or applied for, to register (where permitted by
law) the Pledge on these Intellectual Property Rights. Copies of notification letters with
confirmation of receipt shall be considered as appropriate evidence.






	3.	 	UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX






	 	 	If and to the extent (i) the obligations of the Pledgor under this Agreement are for the
exclusive benefit of the Affiliates of such Pledgor (except for the (direct or indirect)
Subsidiaries of such 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 3 of the
Term Loan Guarantee and the Revolving Guarantee provided by the Pledgor shall apply to any
enforcement of the security interest created hereunder.






	4.	 	PLEDGOR’S OBLIGATIONS






	4.1	 	The Pledgor agrees and undertakes as follows:






	4.1.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Pledge conferred herewith in favor of the Secured Parties, in particular in
relation to Intellectual Property Rights for which the Pledgor has filed or will file an
application and/or for which the Pledgor is or will be registered as owner. The Pledgor
undertakes to register the Collateral Agent as pledgee and licensee (as provided under Section
7 below) of the Intellectual Property Rights in the registers of those jurisdictions in which
such registration is legally required or deemed necessary or desirable by the Collateral Agent
in order to enable the Collateral Agent to exercise and enforce all its rights under the
Pledge. The costs incurred in connection with such measures, written instruments or
declarations, including the fees for the registration of





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	 	 	the Collateral Agent as pledgee of the Intellectual Property Rights in the appropriate
registers shall be exclusively borne by the Pledgor;






	4.1.2	 	except as provided for by mandatory provisions of Swiss law or as permitted under the Credit
Agreements, not to create or allow to subsist any security interest over or in respect of the
Pledged Assets or otherwise sell, transfer, license or dispose of the Pledged Assets or permit
to be done, anything which would foreseeably depreciate, jeopardize or otherwise directly or
indirectly prejudice the value of the Pledged Assets and the security interest created
hereunder;






	4.1.3	 	to fulfill all obligations necessary to maintain the registration and validity of the
Intellectual Property Rights, including without limitation, payment of all due renewal fees
and making actual use of the Intellectual Property Rights to the extent necessary to maintain
their validity, except to the extent such Intellectual Property Rights are not material to the
use and operation of any material Collateral or to the business, results of operation,
prospects or condition, financial or otherwise, of any Pledgor;






	4.1.4	 	to cooperate with the Collateral Agent (acting, for itself, in the name of, on behalf of and
for the benefit of the Secured Parties) in case of Enforcement with regard to the transfer of
the Pledged Assets to a purchaser in accordance with the terms of Section 6 of this Agreement;






	5.	 	RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT






	5.1	 	Save as otherwise agreed hereunder, the Collateral Agent shall keep the Pledged Assets in its
possession acting for itself, in the name of, on behalf of and for the benefit of the Secured
Parties.






	5.2	 	The Collateral Agent shall not misuse any of its rights hereunder or as possessor of the
Pledged Assets and shall not take any action which would be inconsistent with the terms of
this Agreement or the Credit Agreements.






	6.	 	ENFORCEMENT






	6.1	 	After the Collateral Agent has notified the Pledgor that an Event of Default has occurred and
is continuing, the Collateral Agent shall be entitled to the following remedies,
notwithstanding the provisions of article 41 the Swiss Federal Law on Debt Collection and
Bankruptcy:




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	6.1.1	 	sell to third parties not affiliated to the Pledgor and/or the Secured Parties,
respectively, all or part of the Pledged Assets in public or private sale and apply the
proceeds thereof to the discharge of the Secured Obligations; or






	6.1.2	 	initiate enforcement proceedings with respect to the Pledged Assets pursuant to any
applicable official Swiss enforcement procedure including, as the case may be, pursuant to the
Swiss Federal Law on Debt Collection and Bankruptcy and apply the proceeds thereof to the
discharge of the Secured Obligations; or






	6.1.3	 	acquire from the Pledgor all or part of the Pledged Assets for cash consideration equal to
the fair market value of the Pledged Assets, such fair market value to be computed by an
independent expert using a valuation methodology generally recognized as standard market
practice for the valuation of intellectual property rights (i.e. Discounted Cash Flow method,
comparable method and variations thereof), it being understood that the Collateral Agent
(acting for itself, in the name of, on behalf of and for the benefit of the Secured Parties)
will be entitled to set off the proceeds of such acquisition against the Secured Obligations.






	6.2	 	The Pledgor expressly confirms its agreement with the remedy granted to the Collateral Agent
under Section 6.1.3. The Pledgor acknowledges that the price at which all or part of the
Pledged Assets may be purchased by the Collateral Agent pursuant to Section 6.1.3 will be
based on the value of the Intellectual Property Rights as computed by an independent expert
using a valuation methodology, which is known to the Pledgor and considered by it to be fair
and which is customarily used at that time to establish the value of businesses in that
industry. The Pledgor recognizes that should the Collateral Agent decide to pursue the remedy
granted under Section 6.1.3, its interests as Pledgor and debtor would be protected in an
appropriate manner. If the parties cannot agree on the person or entity acting for itself as
independent expert in accordance with this Section 6.1.3, the independent expert shall be an
experienced international accounting firm appointed by the President of the Zurich Chamber of
Commerce.






	6.3	 	After the sale or disposal of the Pledged Assets, the Collateral Agent shall account for the
sale in accordance with the provisions of the Intercreditor Agreement and provided that there
has been the Discharge of Senior Lien Secured Obligations, any surplus of the sale or disposal
shall be returned promptly, and in any event within 5 Business Days of the full satisfaction
of the Secured Obligations, to the Pledgor, together with interest thereon at a rate of 5%
computed as from the date of such sale or disposal.




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	6.4	 	The Collateral Agent shall allocate the proceeds collected pursuant to Section 6.1 and 6.2
towards discharging the Secured Obligations in accordance with the Intercreditor Agreement.






	7.	 	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 Section 6 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.






	8.	 	RELEASE OF THE PLEDGED ASSETS






	8.1	 	Upon repayment and discharge in full of the Secured Obligations, the Pledged Assets or any
remainder thereof shall be released promptly, and in any event within 5 Business Days from the
full discharge of the Secured Obligations, to the Pledgor or such other party as designated by
the Pledgor. The Pledged Assets shall be delivered or remitted to the Pledgor free and clear
of this Agreement and any and all liens created hereby.






	8.2	 	Any Pledged Assets to be released to the Pledgor (or to any third party designated by the
Pledgor) shall be delivered, net of any transfer taxes or other expenses in connection with
such return or release. The Collateral Agent shall not be deemed to have made any
representation or warranty with respect to any Pledged Assets so released, except that such
Pledged Assets are free and clear, on the date of the release, of any and all liens, charges
and encumbrances arising from the Collateral Agent’s acts (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties).




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	8.3	 	If the Collateral Agent is authorized to release in whole or in part any Pledged Assets under
both the Term Loan Credit Agreement and the Revolving Credit Agreement, the Collateral Agent
is authorized to release such Pledged Aseets under this Agreement.






	9.	 	REPRESENTATIONS AND WARRANTIES






	9.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Pledgor represents and warrants to the Collateral Agent that as of the date hereof:






	9.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;






	9.1.2	 	it is the sole, legal and beneficial owner of the Intellectual Property Rights and such
Intellectual Property Rights are free of any lien, except as permitted under the Credit
Agreements or statutory liens as provided for by mandatory provisions of Swiss law, and are
free of third party security interest or other charge or encumbrance of any kind or any other
type of preferential arrangement except for the security interest created by the present
Agreement or as otherwise permitted by the Credit Agreements;






	9.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this
Agreement constitutes (i) the Pledgor’s legal, valid and binding obligations
enforceable against it pursuant to its terms and (ii) a valid and effective pledge of the
Pledged Assets in favor of the Collateral Agent and the Secured Parties;






	9.1.4	 	the Intellectual Property Rights listed in Schedule 1 are validly existing and have
been validly registered or applied for in the name of the Pledgor who is the sole, legal and
beneficial owner of such Intellectual Property Rights;






	9.1.5	 	to the best knowledge of the Pledgor, no claims, actions, proceedings (including, but not
limited to, opposition or objection proceedings), arbitrations or investigations are pending
or threatened against or relating to any of the Intellectual Property Rights, which could lead
to the (total or partial) annulment of any of the Intellectual Property Rights.




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	10.	 	FURTHER ASSURANCES OF THE PLEDGOR






	 	 	The Pledgor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Pledge provided for in this
Agreement.






	11.	 	AVOIDANCES OF PAYMENTS






	 	 	Any settlement, discharge or release between the Pledgor and the Collateral Agent (acting
for itself, in the name of, on behalf of and for the benefit of the Secured Parties) shall
be conditional upon no security or payment granted or made to the Collateral Agent by the
Pledgor or any other person being avoided or reduced by virtue of any mandatory provisions
or enactments relating to bankruptcy, insolvency or liquidation for the time being in force
and, in the event of such security or payment being so avoided or reduced, the Collateral
Agent (acting for itself, in the name of, on behalf of and for the benefit of the Secured
Parties) shall be entitled to recover from the Pledgor the value or amount of such security
or payment as if such settlement, discharge or release had not occurred.






	12.	 	POWER OF ATTORNEY






	 	 	The Pledgor authorizes the Collateral Agent to be its attorney and in its name, on its
behalf and as its act to execute, deliver and perfect all documents and do all things that
are necessary for carrying out any obligation imposed on the Pledgor under this Agreement,
provided that the Pledgor does not carry out such obligation in due time in accordance with
the terms of this Agreement, or exercising any of the rights conferred on the Collateral
Agent by this Agreement or by law, in particular in connection with a private realization
(Private Verwertung (Selbstverkauf)) but in any case only after the Collateral Agent has
notified the Pledgor that an Event of Default has occurred and is continuing.






	13.	 	ASSIGNMENT AND TRANSFERS






	 	 	The rights and obligations of the Pledgor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The Assignment of
the rights and obligations of the Collateral Agent shall be restricted to and made in
accordance with Section 17 below. Nothing in this Agreement shall be construed as





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	 	 	limiting the right of the Secured Parties to assign their rights and obligations under the
Loan Documents in accordance with the Credit Agreements.






	14.	 	EFFECTIVENESS OF PLEDGE






	14.1	 	The security constituted by the Pledge under this Agreement shall be cumulative, in addition
to and independent of every other security which the Collateral Agent or the Secured
Parties may at any time hold for the Secured Obligations or any rights, powers and remedies
provided by law.






	14.2	 	No failure on the part of the Collateral Agent to exercise, or delay on its part in
exercising, any rights hereunder shall operate as waiver thereof, nor shall any single or
partial exercise of any rights hereunder preclude any further or other exercise of that or any
other rights.






	14.3	 	The Collateral Agent shall not be liable by reason of taking any action permitted by
this Agreement.






	15.	 	COSTS AND EXPENSES






	 	 	The Pledgor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Pledge hereby constituted or the exercise of any rights
hereunder and the Pledgor shall reimburse and indemnify the Collateral Agent for any such
costs or expenses reasonably incurred by it.






	16.	 	NOTICES






	16.1	 	All notices or other communications made or given in connection with this Agreement shall be
made by facsimile or letter as follows:






	 
	 	a)	 	if to the Pledgor





	 	 	 	 	 

	 	 	Novelis Switzerland SA
	 
	 	 	 	 
	 

	 	Address: Route des Laminoirs 15

               CH- 3690 Sierre

	 
	 	 	 	 
	 

	 	Attn: Plant Manager







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	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	Novelis AG	 	 
	 
	 	 	 	 
	 

	 	Address: Sternenfeldstrasse 19

               CH- 8700 Küsnacht

	 

	 	 	 	
	 
	 	 	 	 
	 

	 	Attn: Legal Department








	 	b)	 	if to the Collateral Agent





	 	 	 	 	 

	 	 	Bank of America, N.A.
	 
	 	 	 	 
	 

	 	Address 1455 Market Street

              San Francisco, California 94103
	 	
	 

	 	 	 	
	 
	 	 	 	 
	 

	 	Attn: Bridgett Manduk

	 
	 	 	 	 
	 

	 	Fax: +1 415-503-5011

	 
	 	 	 	 
	 

	 	Email: bridgett.manduk@baml.com








	 	 	or to such other address or facsimile numbers as is notified in writing from time to time
by one party to the other party under this Agreement. Notices shall be effective upon
receipt.






	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.






	17.	 	SUCCESSOR AGENT






	 	 	If a successor of the Term Loan Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Term Loan Agreement, the Collateral Agent
hereunder will be automatically replaced by the successor Term Loan Collateral Agent as
party to this Agreement.






	18.	 	SEVERABILITY






	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or
enforceability





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	 	 	in any other jurisdiction of that or any other provision of this Agreement, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.






	19.	 	WAIVER AND MODIFICATIONS






	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.






	20.	 	COUNTERPARTS






	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.






	21.	 	LAW AND JURISDICTION






	21.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.






	21.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.






	21.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under any
of the Credit Agreements, provided that a legal action or proceeding under any of the Credit
Agreements is already pending before such court or a claim under any of the Credit Agreements
is submitted simultaneously with a claim in respect to this Agreement to such court. By
execution and delivery of this Agreement, the Pledgor hereby accepts for itself and in respect
of its property, subject to the aforementioned condition, the jurisdiction of the aforesaid
courts. The parties hereto hereby irrevocably waive any objection, including any objection to
the laying of venue or based on the grounds of forum non conveniens, that any of them may now
or hereafter have to the bringing of any such action or proceeding in such respective
jurisdictions.




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	21.4	 	The Pledgor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave of
the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600) (telecopy
no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail, postage
prepaid) or delivering a copy of such process to the Pledgor in care of the Process Agent at
the Process Agent’s above address, and the Pledgor hereby irrevocably authorizes and directs
the Process Agent to accept such service on its behalf. Each Guarantor 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.






	21.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the Term
Loan Secured Parties and as sub-agent and bailee for the Revolving Credit Collateral Agent (as
defined in the Intercreditor) pursuant to Section 7.4 of the Intercreditor Agreement.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







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SIGNATURE PAGE



Bank of America, N.A.



as Collateral Agent acting for itself, in the name of, on behalf of and for the benefit of the
Secured Parties



Date:




	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	Christopher Kelly Wall 	 
	 	 	Title:  	Managing Director 	 
	 


Date:




	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	Peter M. Walther 	 
	 	 	Title:  	Senior Vice President 	 



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SIGNATURE PAGE



Novelis Switzerland SA




as Pledgor



Date:




	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

Name: David Sneddon
	 	 
	 	 

Name: Antonio Tadeu Coelho Nardocci
	 	 
	 

	 	Title:   Director
	 	 	 	Title:   Chairman	 	 






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SCHEDULE 1




LIST OF INTELLECTUAL PROPERTY RIGHTS



Pledgor: NOVELIS SWITZERLAND SA



* The trademarks mentioned next to the name of ALCAN ALUMINIUM VALAIS SA have been transferred
to Novelis Switzerland SA (but are still registered under the name of ALCAN ALUMINIUM VALAIS SA)




	 	 	 	 	 	 	 	 	 
	Owner	 	Country	 	Application	 	 	 	Trademark
	Name	 	Name	 	Number	 	Registration Number	 	Name
	ALCAN
ALUMINIUM VALAIS SA *
	 	Canada	 	892421	 	536759	 	FORMALIGHT BY

ALUSUISSE
	 
	 	 	 	 	 	 	 	 
	ALCAN
ALUMINIUM VALAIS SA *
	 	European Community	 	380683	 	380683	 	ALUB
	 
	 	 	 	 	 	 	 	 
	ALCAN
ALUMINIUM VALAIS SA *
	 	Finland	 	3554/69	 	61717	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	ALCAN
ALUMINIUM VALAIS SA *
	 	Mexico	 	394710	 	660276	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	ALCAN
ALUMINIUM VALAIS SA *
	 	Mexico	 	394708	 	636777	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	ALCAN
ALUMINIUM VALAIS SA *
	 	Norway	 	111079	 	089666	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	ALCAN
ALUMINIUM VALAIS SA *
	 	Sweden	 	94-12916	 	313088	 	CARBOND
	 
	 	 	 	 	 	 	 	 
	ALCAN
ALUMINIUM VALAIS SA *
	 	Sweden	 	875110	 	225190	 	NOVODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Austria	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Austria	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Benelux	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Benelux	 	680516	 	680516	 	ECODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Benelux	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Bosnia and Herzegovina	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Canada	 	1010570	 	546183	 	CARBOND
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Canada	 	1028948	 	560547	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Croatia	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Czech Republic	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Czech Republic	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Denmark	 	0946/47	 	1002-1947	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	European Community	 	005070313	 	005070313	 	NOVALIGHT
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	France	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	France	 	674564	 	674564	 	DILATAL






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	Owner	 	Country	 	Application	 	 	 	Trademark
	Name	 	Name	 	Number	 	Registration Number	 	Name
	NOVELIS
SWITZERLAND S.A.
	 	France	 	680516	 	680516	 	ECODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	France	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Germany	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Germany	 	674564	 	674564	 	DILATAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Germany	 	680516	 	680516	 	ECODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Germany	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Hungary	 	52758	 	328896	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Hungary	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Int’l Registration	 	52758	 	328896	 	ANTICORODAL
	
	 	- Madrid Agreement	 	 	 	 	 	 
	 
	 	/ Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Int’l Registration	 	628794	 	628794	 	CARBOND
	
	 	- Madrid Agreement	 	 	 	 	 	 
	 
	 	/ Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Int’l Registration	 	674564	 	674564	 	DILATAL
	
	 	- Madrid Agreement	 	 	 	 	 	 
	 
	 	/ Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Int’l Registration	 	680516	 	680516	 	ECODAL
	
	 	- Madrid Agreement	 	 	 	 	 	 
	 
	 	/ Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Int’l Registration	 	721060	 	721060	 	SILENSAL
	
	 	- Madrid Agreement	 	 	 	 	 	 
	 
	 	/ Protocol	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Int’l Registration	 	680516	 	680516	 	ECODAL
	
	 	- Madrid Protocol	 	 	 	 	 	 
	 
	 	Only	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Int’l Registration	 	721060	 	721060	 	SILENSAL
	
	 	- Madrid Protocol	 	 	 	 	 	 
	 
	 	Only	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Italy	 	674564	 	674564	 	DILATAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Italy	 	680516	 	680516	 	ECODAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Italy	 	721060	 	721060	 	SILENSAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Liechtenstein	 	721060	 	721060	 	SILENSAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Macedonia	 	52758	 	328896	 	ANTICORODAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Portugal	 	52758	 	328896	 	ANTICORODAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Portugal	 	721060	 	721060	 	SILENSAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Serbia (Old Code)	 	52758	 	328896	 	ANTICORODAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Slovakia	 	52758	 	328896	 	ANTICORODAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Slovenia	 	52758	 	328896	 	ANTICORODAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Spain	 	52758	 	328896	 	ANTICORODAL
	
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Spain	 	680516	 	680516	 	ECODAL
	
	 	 	 	 	 	 	 	 






20/24









 




IP Pledge (Novelis Switzerland SA)




	 	 	 	 	 	 	 	 	 
	Owner	 	Country	 	Application	 	 	 	Trademark
	Name	 	Name	 	Number	 	Registration Number	 	Name
	NOVELIS
SWITZERLAND S.A.
	 	Spain	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Sweden	 	2164/47	 	065166	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Sweden	 	680516	 	680516	 	ECODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Sweden	 	721060	 	721060	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Switzerland	 	02948/1996	 	436894	 	ALUB
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Switzerland	 	5431	 	349318	 	ANTICORODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Switzerland	 	5207/1994.5	 	413196	 	CARBOND
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Switzerland	 	09165/1996	 	438009	 	DILATAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Switzerland	 	08971/1996	 	440318	 	ECODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	Switzerland	 	03550/1999	 	462752	 	SILENSAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	United Kingdom	 	2004884	 	2004884	 	CARBOND
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	United Kingdom	 	680516	 	680516	 	ECODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	United Kingdom	 	2005956	 	2005956	 	NOVODAL
	 
	 	 	 	 	 	 	 	 
	NOVELIS
SWITZERLAND S.A.
	 	United Kingdom	 	721060	 	721060	 	SILENSAL







21/24











 






Execution copy December 17, 2010




 





Security Transfer Agreement



between



Novelis Switzerland SA



Sierre, Switzerland



and



Bank of America, N.A.



Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of



the Secured Parties



 





relating to the



Transfer for security purposes of six mortgage notes



 









 





TABLE
OF CONTENTS




	 	 	 	 	 

	 1.  INTERPRETATION 

	 	 	4	 
	 2.  TRANSFER 

	 	 	6	 
	 3.  TRANSFEROR’s OBLIGATIONS 

	 	 	7	 
	
4.  UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND
WITHHOLDING TAX 

	 	 	 8	 
	 5.  ENFORCEMENT 

	 	 	8	 
	 6.  RELEASE OF THE NOTES 

	 	 	9	 
	 7.  REPRESENTATIONS AND WARRANTIES 

	 	 	10	 
	 8.  POWER OF ATTORNEY 

	 	 	10	 
	 9.  ASSIGNMENT AND TRANSFERS 

	 	 	11	 
	 10.  EFFECTIVENESS OF TRANSFER 

	 	 	11	 
	 11.  COSTS AND EXPENSES 

	 	 	11	 
	 12.  NOTICES 

	 	 	11	 
	 13.  SUCCESSOR AGENT 

	 	 	12	 
	 14.  SEVERABILITY 

	 	 	13	 
	 15.  WAIVERS AND MODIFICATIONS 

	 	 	13	 
	 16.  COUNTERPARTS 

	 	 	13	 
	 17.  LAW AND JURISDICTION 

	 	 	13	 
	SCHEDULE 1

	 	 	17	 






2/17









 





This Agreement (the “Agreement”) is made as of December 17, 2010 between:





	(1)	 	Novelis Switzerland SA, a company incorporated under the laws of Switzerland, having
its seat at Route des Laminoirs 15, 3960 Sierre, Switzerland (the “Transferor”);





and





	(2)	 	Bank of America, N.A., a national banking association organized under the
laws of the United States, having its seat at Charlotte, North Carolina, acting for itself, in
the name of, on behalf of, and for the benefit of the Secured Parties (as defined in this
Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the “Collateral
Agent”).




Whereas





	(A)	 	The Transferor and the Collateral Agent have entered into that certain Credit Agreement dated
as of or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia, Novelis Inc.
(as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto, whereby the
Borrower was made available certain term loan credit facilities by the Lenders party thereto
(as defined therein) (the “Term Loan Lenders”).
	 
	(B)	 	The Transferor and the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) have entered into that certain Credit Agreement on or about December 17, 2010 (the
“Revolving Credit Agreement” and together with the Term Loan Agreement, the “Credit
Agreements”) among, inter alia Novelis Inc., Novelis Corporation, Novelis UK Limited and the
Transferor (each as Borrower), AV Metals Inc. (as Parent Guarantor) and the Subsidiary
Guarantors party thereto, and other Lenders party thereto (as defined therein) (the “Revolving
Loan Lenders”), whereby the Borrowers were made available certain revolving credit facilities
by the Revolving Loan Lenders.
	 
	(C)	 	On or about December 17, 2010, Collateral Agent, the Revolving Credit Collateral Agent (as
defined in the Intercreditor Agreement, defined below), the Transferor and other borrowers and
guarantors party thereto, entered into an Intercreditor Agreement governing the relationship
and preference rights of the Term Loan Secured Parties and




3/17









 






	 	 	Revolving Secured Parties (as these terms are defined below) among each other in relation
to the collateral granted by the borrowers and guarantors (including the Transferor)
under or in connection with the Credit Agreements (the “Intercreditor Agreement”).
	 
	(D)	 	On or about December 17, 2010, the Transferor entered into a guarantee agreement in
favor of the Collateral Agent, (acting for itself, in the name of, on behalf of, and for the
benefit of the Term Loan Secured Parties) (the “Term Loan Guarantee”).
	 
	(E)	 	The Collateral Agent, the Revolving Credit Collateral Agent, the Term Loan Secured Parties
and the Revolving Loan Lenders require the Transferor to enter into this security transfer of
the Notes in favor of the Collateral Agent for the benefit of the Secured Parties, and subject
to the terms of the Intercreditor Agreement.
	 
	(F)	 	The Transferor has agreed to cause the Notes to be transferred to the Collateral Agent,
acting for itself and in the name of and on behalf of the Secured Parties (as defined in
Section 1 below) for the purpose of securing the Secured Obligations (as defined below).





IT IS AGREED as follows:





	1. Interpretation






	1.1	 	In this Agreement:






	 	 	“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions.






	 	 	“Claim” means the claim owed by the Transferor which is incorporated in each Note in the
amount of CHF 10,000,000.- (for an aggregate amount for all Notes of CHF 60,000,000.-),
together with three annual interest payments due and any accrued interest at the maximum
rate set out in the Note (together with each of the five other Notes, the “Claims”);






	 	 	“DEBA” means the Federal Debt Enforcement and Bankruptcy Act;






	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement.






	 	 	“Enforcement” means the realization of the Notes;






	 	 	“Event of Default” shall have the meaning ascribed to such term in the Term Loan Agreement
and / or the Revolving Credit Agreement;






	 	 	“Land Registry” means the federal land registry, district of Sierre;




4/17









 






	 	 	“LDFR” means the Swiss Federal Law on rural property law (Loi fédérale sur le droit foncier
rural) of 4 October 1991, as amended;






	 	 	“LFAIE” means the Federal Law on Acquisition of Real Property by Foreigners (Loi fédérale
sur l’acquisition d’immeubles par des personnes à l’étranger) dated December 16, 1984, as
amended;






	 	 	“Note” means each of the six first ranking bearer mortgage notes (cédule hypothécaire au
porteur) incorporating the Claim, with a maximum interest rate of 12%, registered with the
Land Registry and charging the Property, a copy of which is attached hereto under Schedule
1 (and together the “Notes”);






	 	 	“Parties” means the Transferor and the Collateral Agent (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties);






	 	 	“Property” means the easement right registered on the Land Registry under Nr. 9206 and
owned by the Transferor on the property Nr. 9139 of the city of Sierre with a surface of
14,426 square meters (plan nr. 23, known as “Sous Géronde” in the city of Sierre),
including all and any ancillary rights attached thereto (accessoires);






	 	 	“Revolving Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or jointly and severally
or in any other capacity whatsoever) of the Transferor towards the Revolving Secured
Parties under the Revolving Guarantee and (ii) the Revolving Credit Secured Obligations (as
defined in the Intercreditor Agreement);






	 	 	“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;






	 	 	“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;






	 	 	“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;






	 	 	“Term Loan Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or jointly and severally
or in any other capacity whatsoever) of the Transferor towards the Term Loan Secured
Parties under the Term Loan Guarantee and (ii) the Term Loan Secured Obligations (as
defined under the Intercreditor Agreement);






	 	 	“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.






	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall




5/17









 






	 	 	have the meaning ascribed to them in the Intercreditor Agreement and the Credit Agreements.
	 
	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, supplemented or substituted from time to time, in accordance with its terms.






	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern.






	1.5	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.






	2. Transfer






	2.1	 	The Transferor agrees to cause the transfer of the full ownership over, and legal title to,
the Notes to the Collateral Agent (acting for itself and in the name of and on behalf
of the Secured Parties) as security for the Secured Obligations until the Discharge
of the Senior Lien Secured Obligations The Transferor confirms that it fully understands and
accepts the definition of the term “Secured Obligations”.






	2.2	 	The Parties agree that the Secured Obligations shall not be extinguished by way of novation
as provided for under article 855 para.1 of the Swiss civil code as a result of the issuance
and transfer of the Notes.




6/17









 












	3. Transferor’s Obligations






	3.1	 	The Transferor agrees and undertakes as follows:
	 
	3.1.1	 	to duly perform and discharge all its existing and future material contractual and legal
obligations arising in relation to the Property (or any part thereof);






	3.1.2	 	to keep the Property in good working order and condition;






	3.1.3	 	at its own expense, to promptly execute and deliver all further instruments and documents,
and take all further action, that the Collateral Agent may request, in order to protect or
perfect the security interest on the Notes created hereunder, or to enable the Collateral
Agent to exercise and enforce its rights and remedies under this Agreement, including take all
necessary action to increase the amount of the Notes to the extent required to secure the
Secured Obligations;






	3.1.4	 	upon reasonable notice, to allow representatives of the Collateral Agent to view the
condition of the Property during local business hours to the extent necessary for the
assessment of the market value of the Property;






	3.1.5	 	to promptly inform the Collateral Agent of any fact or event of which the Transferor may
become aware and which is likely to jeopardize or adversely affect the security interest on
the Notes created hereunder or its Enforcement;






	3.1.6	 	except as permitted by the Credit Agreements, not to create or permit to subsist any
security interest, encumbrance or third party right over the Properties, except the existing
encumbrances and third party rights mentioned in the extracts from the Land Registry relating
to the Property attached to this Agreement as Schedule 1;






	3.1.7	 	not to do, or permit to be done (to the extent it is under its control), anything which
could have an adverse impact on the security interest on the Notes created hereunder or its
Enforcement. Without limiting the generality of the foregoing, the Transferor shall not
change, or permit to be changed (to the extent under its control), the use, allocation,
purpose or zoning of the Property in a manner that would adversely affect the security
interest on the Notes, including by having the effect of rendering the Enforcement prohibited
by, or subject to an authorization under, the LFAIE or the LDFR.
	 
	3.2	 	The Collateral Agent may, no more than once per financial year or at any time upon occurrence
of an Enforcement Event, require the Transferor to increase the aggregate face value of the
Claims to an amount not exceeding the lower of (i) the market value of the Property as
determined by the Collateral Agent (acting reasonably) and (ii) the sum of (a) the aggregate
amount of all outstanding loans (and all accrued interest) made to the Transferor as borrower
under the Credit Agreements and (b) the amount of freely




7/17









 






	 	 	distributable earnings and reserves of the Transferor as computed based on the most recent
audited financial statements of the Transferor. If the aggregate amount of the Claims is
increased in accordance with this Section 3.2, the term “Claim” or “Claims” used in this
Agreement shall be construed accordingly. The Transferor shall at its own expense take all
actions, including execute and deliver all instruments and documents (including before a
notary) that the Collateral Agent may request in order to increase the amount of the Claims
in accordance with this Section 3.2.
	 
	 
	4. Up-Stream and Cross-Stream Securities: Limitation and Withholding Tax
	 
	 	 	If and to the extent that (i) the obligations of the Transferor under this Agreement are
for the exclusive benefit of the Affiliates of such Transferor (except for the (direct or
indirect) Subsidiaries of such Transferor) and (ii) 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 3 of the
Term Loan Guarantee and the Revolving Guarantee entered into by the Transferor shall apply
to any enforcement of the security interest created hereunder and the proceeds of such
enforcement.
	 
	5. Enforcement
	 
	5.1	 	After the Collateral Agent has notified the Transferor that an Event of Default has occurred
and is continuing, the Collateral Agent shall be entitled to the following remedies, at its
election, notwithstanding the provisions of article 41 DEBA:
	 
	5.1.1	 	to sell to third parties not affiliated to the Transferor and/or the Secured
Parties, respectively, the Notes in a private sale (Private Verwertung) without having to
initiate proceedings under, and without regard to the formalities provided in, the DEBA, and
apply the proceeds thereof towards the discharge of the Secured Obligations in accordance with
the Intercreditor Agreement; or
	 
	5.1.2	 	to initiate the enforcement of the Claims by means of regular debt enforcement proceedings
(ordentliche Betreibung) or by means of enforcement in the mortgaged Property pursuant
(Betreibung auf Grundpfandverwertung), both pursuant to the DEBA, and, in each case, apply the
proceeds thereof towards the discharge of the Secured Obligations in accordance with the
Intercreditor Agreement; or
	 
	5.1.3	 	to purchase the Notes for its own account (Selbsteintritt) without having to initiate




8/17









 






	 	 	proceedings under, and without regard to the formalities provided, in the DEBA for cash
consideration equal to the lower of (i) the face value of the Notes and (ii) the fair
market value of the Property, such fair market value to be computed by an independent
expert using a valuation methodology generally recognized as standard market practice for
real estate properties of the same type as the Property, it being understood that the
Collateral Agent (acting for itself and on behalf of the Secured Parties) will be entitled
to set off the proceeds of such acquisition against the Secured Obligations.
	 
	5.2	 	The Transferor expressly confirms its agreement with the remedy granted to the Collateral
Agent under Section 5.1.3. The Transferor acknowledges that the price at which the Notes may
be purchased by the Collateral Agent pursuant to Section 5.1.3 may in certain circumstances be
based on the value of the Property as computed by an independent expert using a valuation
methodology, which is known to the Transferor and considered by it to be fair and which is
customarily used at that time to establish the value of real estate properties of the same
type as the Property. The Transferor recognizes that should the Collateral Agent decide to
pursue the remedy granted under Section 5.1.3, its interests as Transferor and debtor would be
protected in an appropriate manner. If the Parties cannot agree on the person or entity acting
as independent expert in accordance with this Section 5.1.3, the independent expert shall be
an experienced international accounting firm appointed by the President of the Zurich Chamber
of Commerce.






	5.3	 	The Collateral Agent shall exercise its remedies under this Section 5 and its rights under
this Agreement respectively with the same degree of care as it would use in respect of its own
property.






	5.4	 	After the sale or disposal of the Notes or the Property, the Collateral Agent shall account
for the sale in accordance with the provisions of the Intercreditor Agreement and provided
that the Secured Obligations have been satisfied in full, any surplus of the sale or disposal
shall be returned to the Transferor promptly, and in any event within 5 Business Days of the
full satisfaction of the Secured Obligations, together with interest thereon at a rate of 5%
computed as from the date of such sale or disposal.






	6. Release of the Notes






	6.1	 	Upon the Discharge of Senior Lien Secured Obligations, the Notes or, in case of enforcement
of the security interest in respect of the Notes, the remainder thereof, shall be released and
the Notes or, in case of enforcement of the security interest in respect of the Notes, the
remainder thereof, returned to, the Transferor, or such other party as designated by the
Transferor, at the cost and risk of the Collateral Agent.




9/17









 












	6.2	 	The Notes to be released to the Transferor or any third party as designated by the Transferor
in accordance with Section 6.1 shall be delivered, net of any transfer taxes or other expenses
in connection with such return or release. The Collateral Agent shall not be deemed to have
made any representation or warranty with respect to the Notes so released, except that the
Notes are free and clear, on the date of release, of any and all liens, charges and
encumbrances arising from the Collateral Agent’s acts.
	 
	6.3	 	If the Collateral Agent is authorized to release in whole or in part the Notes under both the
Term Loan Credit Agreement and the Revolving Credit Agreement, the Collateral Agent is
authorized to release the Notes under this Agreement.
	 
	7. 	 	Representations and Warranties
	 
	7.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Transferor represents and warrants to the Collateral Agent that as of the date hereof:
	 
	7.1.1	 	it is the sole, legal and beneficial owner of the Property and such Property is free of any
security interest, charge or encumbrance of any kind except for the security interest created
by the present Agreement, other security interests permitted by the Credit Agreements and the
security interests set forth in the extract from the Land Registry relating to the Property
attached to this Agreement as Schedule 1, and this extracts is true, complete and
up-to-date as of the date of this Agreement;
	 
	7.1.2	 	the Property is capable of being charged with the Notes;






	7.1.3	 	this Agreement constitutes (i) the Transferor’s legal, valid and binding
obligations enforceable against it pursuant to its terms and (ii) a valid and effective
security interest on the Notes in favor of the Collateral Agent and the Secured
Parties;






	7.1.4	 	the issue and transfer to the Collateral Agent of the Notes in accordance with the terms of
this Agreement is not, and the Enforcement of the security interest on the Notes created
hereunder will not be, prohibited by, or subject to an approval under, the LFAIE or the LDFR.
In particular, without limitation, none of the Property (or part thereof or the underlying
property), is or may be used for residential purposes.
	 
	8. 	 	Power of Attorney
	 
	 	 	The Transferor authorizes the Collateral Agent to be its attorney and in its name, on its
behalf and as its act to execute, deliver and perfect all documents and do all things that
are necessary for carrying out any obligation imposed on the Transferor under this
Agreement, provided that the Transferor does not carry out such obligation in due time




10/17









 






	 	 	in accordance with the terms of this Agreement, or exercising any of the rights conferred
on the Collateral Agent by this Agreement or by law, in particular in connection with a
private realization (“Private Verwertung (Selbstverkauf)”) but in any case only after the
Collateral Agent has notified the Transferor that an Event of Default has occurred and is
continuing.
	 
	9.	 	 Assignment and Transfers
	 
	 	 	The rights and obligations of the Transferor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of
the rights and obligations of the Collateral Agent under this Agreement shall be restricted
to and made in accordance with Section 13 below. Nothing in this Agreement shall be
construed as limiting the right of the Secured Parties to assign their rights and
obligations under the Credit Agreements in accordance with the relevant provisions thereof.
	 
	10.	 	 Effectiveness of Transfer
	 
	10.1	 	The security constituted by the transfer of the Notes for security purposes under this
Agreement shall be cumulative, in addition to and independent of every other security which
the Collateral Agent or the Secured Parties may at any time hold for the Secured
Obligations or any rights, powers and remedies provided by law.
	 
	10.2	 	The Collateral Agent and/or Secured Parties shall not be liable by reason of taking any
action permitted by this Agreement.
	 
	11. 	 	Costs and Expenses
	 
	 	 	The Transferor shall bear all costs, fees and expenses incurred by the Secured Parties or
the Collateral Agent in connection with the negotiation, execution or enforcement of this
Agreement and the Transferor shall reimburse and indemnify the Collateral Agent for any
such costs or expenses reasonably incurred by it.
	 
	12. 	 	Notices
	 
	12.1	 	All notices or other communications made or given in connection with this Agreement shall be
made by facsimile or registered letter as follows:




11/17









 











	 	 	 	 	 

	a)	 	if to the Transferor
	 
	 	 	 	 
	 	 	Novelis Switzerland SA
	 
	 	 	 	 
	 

	 	Address:
	 	Route des Laminoirs 15
	 

	 	 	 	CH- 3690 Sierre
	 

	 	Attn:
	 	Plant Manager
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	Novelis AG	 	 
	 
	 	 	 	 
	 

	 	Address:
	 	Sternenfeldstrasse 19
	 

	 	 	 	CH- 8700 Küsnacht
	 

	 	Attn:
	 	Legal Department
	 
	 	 	 	 
	b)	 	if to the Collateral Agent
	 
	 	 	 	 
	 	 	Bank of America, N.A.
	 
	 	 	 	 
	 

	 	Address
	 	1455 Market Street
	 

	 	 	 	San Francisco, California 94103
	 

	 	Attn:
	 	Bridgett Manduk
	 

	 	Fax:
	 	+1 415-503-5011
	 

	 	Email:
	 	bridgett.manduk@baml.com







	 	 	or to such other address or facsimile numbers or e-mail address as is notified in writing
from time to time by one party to the other party under this Agreement. Notices shall be
effective upon receipt.






	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by an authorized signatory of the party giving the same as being a true and
accurate translation.






	13. 	 	Successor Agent






	 	 	If a successor of the Term Loan Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Term Loan Agreement, the Collateral Agent
hereunder will automatically be replaced by the successor Term Loan Collateral




12/17









 






	 	 	Agent as party to this Agreement.
	 
	14. 	 	Severability
	 
	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or
enforceability in any other jurisdiction of that or any other provision of this Agreement,
and the Parties will negotiate in good faith to replace the relevant provision by another
provision reflecting as closely as possible the original intention and purpose of the
Parties.
	 
	15. 	 	Waivers and Modifications
	 
	15.1	 	No failure on the part of the Collateral Agent to exercise, or delay on its part in
exercising, any rights hereunder shall operate as waiver thereof, nor shall any single or
partial exercise of any rights hereunder preclude any further or other exercise of that or any
other rights.
	 
	15.2	 	This Agreement may be terminated or amended by a written document signed by the Parties.
	 
	16. 	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	17. 	 	Law and Jurisdiction
	 
	17.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.
	 
	17.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.
	 
	17.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court




13/17









 






	 	 	having jurisdiction under the relevant Credit Agreement, provided that a legal action or
proceeding under any of the Credit Agreements is already pending before such court or a
claim under any of the Credit Agreements is submitted simultaneously with a claim in
respect to this Agreement to such court. By execution and delivery of this Agreement, the
Transferor hereby accepts for itself and in respect of its property, subject to the
aforementioned condition, the jurisdiction of the aforesaid courts. The Parties hereby
irrevocably waive any objection, including any objection to the laying of venue or based on
the grounds of forum non conveniens, that any of them may now or hereafter have to the
bringing of any such action or proceeding in such respective jurisdictions.
	 
	17.4	 	The Transferor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave
of the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600)
(telecopy no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail,
postage prepaid) or delivering a copy of such process to the Transferor in care of the Process
Agent at the Process Agent’s above address, and the Transferor hereby irrevocably authorizes
and directs the Process Agent to accept such service on its behalf. Each Guarantor 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.






	17.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the Term
Loan Secured Parties and as sub-agent and bailee for the Revolving Credit Collateral Agent (as
defined in the Intercreditor Agreement) pursuant to Section 7.4 of the Intercreditor
Agreement.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK



THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







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SIGNATURE PAGE




Bank of America, N.A.




as Collateral Agent for itself and in the name of and on behalf of the Secured Parties




	 	 	 	 	 
	Date:

 	 
	By:  	 	 	 
	 	Name:  	Christopher Kelly Wall 	 	 
	 	Title:  	Managing Director 	 	 
	 



	 	 	 	 	 
	Date:

 	 
	By:  	 	 	 
	 	Name:  	Peter M. Walther 	 	 
	 	Title:  	Senior Vice President 	 	 



15/17









 







SIGNATURE PAGE



Novelis Switzerland SA



as Transferor




	 	 	 

	Date:
	 	 
	 
	By:



	 	By:

	Name: David Sneddon 

Title:   Director

	 	Name: Antonio Tadeu Coelho Nardocci

Title:   Chairman






16/17









 






SCHEDULE 1




COPY OF THE SIX FIRST RANKING BEARER MORTGAGE NOTES 

(CÉDULE
HYPOTHÉCAIRE AU PORTEUR)




17/17











 





Execution copy December 17, 2010




 






Share Pledge Agreement




between




Novelis Europe Holdings Limited




Warrington, Cheshire, United Kingdom



and



Bank of America, N.A.




Charlotte, North Carolina, USA



acting for itself, in the name of, on behalf of and for the benefit of




the Secured Parties 




 






relating to the






Pledge of the entire share capital of Novelis AG





 









 






Pledge Agreement (Novelis AG)




INDEX




	 	 	 	 	 

	1.   INTERPRETATION
	 	 	4	 
	2.   PLEDGE AND PLEDGOR’S OBLIGATIONS
	 	 	7	 
	3.   RIGHTS AND OBLIGATIONS OF THE PLEDGEE
	 	 	10	 
	4.   REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
	 	 	10	 
	5.   RELEASE OF THE PLEDGED ASSETS
	 	 	12	 
	6.   REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	7.   FURTHER ASSURANCES OF THE PLEDGOR
	 	 	13	 
	8.   AVOIDANCES OF PAYMENTS
	 	 	13	 
	9.   POWERS OF ATTORNEY
	 	 	13	 
	10. ASSIGNMENTS AND TRANSFERS
	 	 	14	 
	11. EFFECTIVENESS OF PLEDGE
	 	 	14	 
	12. COSTS AND EXPENSES
	 	 	14	 
	13. NOTICES
	 	 	15	 
	14. SUCCESSOR AGENT
	 	 	15	 
	15. SEVERABILITY
	 	 	16	 
	16. WAIVERS AND MODIFICATIONS
	 	 	16	 
	17. COUNTERPARTS
	 	 	16	 
	18. LAW AND JURISDICTION
	 	 	16	 
	SCHEDULE 1
	 	 	20	 






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Pledge Agreement (Novelis AG)



This Agreement (the “Agreement”) is made between:





	 	(1)	 	Novelis Europe Holdings limited, a company incorporated under the laws of
England and Wales, having its seat at Latchford Locks Works, Thelwell Lane, Warrington,
Cheshire, WA4 1NN (the “Pledgor”);





and





	 	(2)	 	Bank of America, N.A., a national banking association organized under the laws of
the United States, having its seat at Charlotte, North Carolina, USA, acting for itself, in
the name of, on behalf of and for the benefit of the Secured Parties (as defined in this
Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the “Collateral
Agent”).





WHEREAS





	(A)	 	The Pledgor and the Collateral Agent have entered into that certain Credit Agreement dated as
of or about December 17, 2010 (the “Term Loan Agreement”) among, inter alia, Novelis
Inc. (as Borrower), AV Metals Inc. and the Subsidiary Guarantors party thereto, whereby the
Borrower was made available certain term loan credit facilities by the Lenders party thereto
(as defined therein) (the “Term Loan Lenders”).






	(B)	 	The Pledgor and the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) have entered into that certain Credit Agreement dated as of or about December
17, 2010 (the “Revolving Credit Agreement” and together with the Term Loan Agreement,
the “Credit Agreements”) among, inter alia, Novelis Inc., Novelis Corporation, Novelis UK
Limited and the Pledgor (each as Borrower), AV Metals Inc. (as Parent Guarantor) and the
Subsidiary Guarantors party thereto, and other Lenders party thereto (as defined therein) (the
“Revolving Loan Lenders”), whereby the Borrowers were made available certain revolving credit
facilities by the Revolving Loan Lenders.






	(C)	 	On or about December 17, 2010, the Revolving Credit Collateral Agent (as defined in
the Intercreditor Agreement, defined below), the Collateral Agent, the Pledgor and other
guarantors party thereto, entered into an Intercreditor Agreement governing the relationship
and preference rights of the Term Loan Secured Parties and Revolving Secured Parties (as these
terms are defined below) among each other in relation to the





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Pledge Agreement (Novelis AG)


	 	 	collateral granted by the borrowers and guarantors (including Pledgor) under or in
connection with the Credit Agreements (the “Intercreditor Agreement”).






	(D)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favor of the Collateral Agent (acting for itself, in the name of, on behalf of and for the
benefit of the Term Loan Secured Parties (as defined below)) (the “Term Loan Guarantee”).






	(E)	 	On or about December 17, 2010, the Pledgor entered into a guarantee agreement in
favor of the Revolving Credit Collateral Agent (acting for itself, in the name of, on behalf
of and for the benefit of the Revolving Secured Parties (as defined below) (the “Revolving
Guarantee”).






	(F)	 	The Collateral Agent, the Revolving Credit Collateral Agent, the Term Loan Lenders and the
Revolving Loan Lenders require the Pledgor to enter into this share pledge in favor of the
Collateral Agent for the benefit of the Secured Parties, and subject to the terms of the
Intercreditor Agreement.






	(G)	 	The Pledgor has agreed to pledge the entire share capital of Novelis AG, a company
incorporated in Switzerland, having its registered office at Sternenfeldstrasse 19, 8700
Küsnacht, Switzerland as security for the Secured Obligations (as defined in Section 1 below)
to the Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties (as defined below)).





IT IS AGREED as follows:





	1.	 	INTERPRETATION






	1.1	 	In this Agreement:






“Business Day” shall mean one day on which the commercial banks in Zurich are open for
normal business transactions;




“Company” means Novelis AG;




“Dividends” means all dividend payments resolved by the shareholders’ meeting of the
Company and effected by the board of directors of the Company whether in cash or in
the form of additional shares in such Company (stock dividend) or in any other form;



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Pledge Agreement (Novelis AG)




“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to such term
in the Intercreditor Agreement.




“Enforcement” means the realization of the Pledged Assets;




“Event of Default” shall have the meaning ascribed to such term in the Term Loan Agreement
and / or the Revolving Credit Agreement.




“Last Dividend Payment Date” means in respect of the Shares the date on which Dividends or
Secondary Considerations were paid or delivered to the Pledgor in accordance with Swiss
law;




“Lex Friedrich” means the Federal Law on Acquisition of Real Property by Foreigners dated
December 16, 1984, as amended;




“Participation Rights” shall mean Partizipationsscheine and Genussscheine within the
meaning of articles 656a et seq. and article 657 CO of the Company issued as of the date of
this Agreement or to be issued in the future;




“Pledge” means the pledge pursuant to Art. 884 et seq. of the Swiss Civil Code of the
Shares as well as the Dividends and Secondary Consideration that may accrue under the
Shares from the Last Dividend Payment Date until the date on which Enforcement takes place;




“Pledged Assets” means the Shares, Dividends and Secondary Consideration that is to be or
will be pledged to the Collateral Agent under this Agreement as security for the Secured
Obligations;




“Revolving Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Revolving Secured Parties under the
Revolving Guarantee and (ii) the Revolving Credit Secured Obligations (as defined in the
Intercreditor Agreement);




“Revolving Secured Parties” means the Revolving Credit Claimholders as defined in the
Intercreditor Agreement;




“Secondary Consideration” means all consideration of any kind (bonus, shares, etc.) other
than Dividends to which the Pledgor may become entitled by virtue of its ownership of the
Shares;



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Pledge Agreement (Novelis AG)




“Secured Obligations” means the Revolving Secured Obligations and the Term Loan Secured
Obligations;




“Secured Parties” means the Revolving Secured Parties and the Term Loan Secured Parties;




“Shares” means the shares in Novelis AG owned now or in the future by the Pledgor and
representing the entire share capital of Novelis AG, evidenced by the share certificates
listed in Schedule 1 to this Agreement, and all securities whatsoever which may
substitute the Shares whether by operation of law or otherwise now or hereafter as well as
all further shares, participation certificates or other securities that will be issued in
the Pledgor’s favor by Novelis AG after the date hereof;




“Subscription Rights” shall mean the Pledgor’s preemptive right (Bezugsrecht) and advance
subscription right (Vorwegzeichnungsrecht) in connection with the issuance of Shares or
Participation Rights, or the creation of authorized or conditional share capital by the
Company;




“Term Loan Secured Obligations” means (i) all present and future obligations and
liabilities (whether actual or contingent and whether owed jointly or severally or in any
other capacity whatsoever) of the Pledgor towards the Term Loan Secured Parties under the
Term Loan Guarantee and (ii) the Term Loan Secured Obligations (as defined in the
Intercreditor Agreement);




“Term Loan Secured Parties” means the Term Loan Secured Parties as defined in the
Intercreditor Agreement.




	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Intercreditor Agreement or the Credit Agreements.






	1.3	 	In this Agreement, (a) a person includes its successors and assigns; (b) headings are for
convenience of reference only and are to be ignored in construing this Agreement and (c)
references to any agreement or document are references to that agreement or document as
amended, varied, supplemented, substituted or novated from time to time, in accordance with
its terms.






	1.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the




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Pledge Agreement (Novelis AG)








	 	 	intention of the parties hereto that such terms and provisions in such documents shall be
read together and construed, to the fullest extent possible, to be in concert with each
other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Credit Agreements shall control and govern.






	1.5.	 	Nothwithstanding herein to the contrary, the 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. Except as provided for in
this paragraph, notwithstanding anything herein to the contrary, the Term Loan Agreement,
including Section 11.19 thereof, and the Revolving Credit Agreement, including Article X
thereof shall govern and control the exercise of remedies by Collateral Agent.






	2.	 	PLEDGE AND PLEDGOR’S OBLIGATIONS






	2.1	 	The Pledgor agrees (i) to pledge to the Collateral Agent (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties) all present and future Shares,
Dividends and Secondary Consideration as security for the Secured Obligations until the
Discharge of the Senior Lien Secured Obligations, (ii) to perfect the Pledge on the date
hereof. The Pledgor hereby expressly confirms that it fully understands and accepts the
definition of the term “Secured Obligations”.






	2.2	 	For the purpose of perfecting the Pledge, the Pledgor hereby pledges to the Collateral Agent
(acting for itself, in the name of, on behalf of and for the benefit of the Secured Parties),
who accepts such Pledge, all present and future Shares, Dividends and Secondary Consideration
and hereby causes the delivery and delivers to the Collateral Agent the following documents:






	2.2.1	 	the certificates representing the Shares, duly endorsed in blank, and Secondary
Consideration, existing as of the date of this Agreement;






	2.2.2	 	a copy of the resolution of the Company’s board of directors (i) acknowledging the pledging
of the Shares and their delivery to the Collateral Agent and (ii) approving in advance their
transfer to any third party acquiror registered by the Collateral Agent on




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Pledge Agreement (Novelis AG)








	 	 	the Shares as endorsee along with its registration in the respective Company’s share
register upon Enforcement and presentation of the original share certificates;






	2.2.3	 	an up to date copy of the Company’s share registers evidencing that the Pledgor is
appropriately recorded as owner of the Shares and containing the mention that the Shares are
pledged in favor of the Collateral Agent.
	 
	 	 	The Collateral Agent will acknowledge receipt of the above mentioned documents.
	 
	2.3	 	The Pledgor agrees and undertakes as follows:






	2.3.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Pledge conferred herewith in favor of the Secured Parties;






	2.3.2	 	not to create or allow to subsist any security interest, except as permitted under the
Credit Agreements or as provided for by mandatory provisions of Swiss law over or in respect
of the Pledged Assets or otherwise sell, transfer or dispose of the Pledged Assets or permit
to be done, anything which would foreseeable depreciate, jeopardize or otherwise directly or
indirectly prejudice the value to the Secured Parties of the Pledged Assets, except as
permitted under the Credit Agreement;






	2.3.3	 	in the case of the issuance of new Shares, to forthwith deliver all new Shares or share
certificates in respect of the new Shares to the Collateral Agent, which Shares shall become
part of the Pledged Assets subject to the present Agreement;






	2.3.4	 	to ensure that all material documents, notices and other information in respect of the
Shares, including the original share certificates duly endorsed, be delivered to the
Collateral Agent;






	2.3.5	 	to refrain from causing the distribution, payment or delivery of any Secondary
Consideration, except in accordance with the Credit Agreements;






	2.3.6	 	to cooperate with the Collateral Agent (acting for itself, in the name of, on behalf of and
for the benefit of the Secured Parties) in case of Enforcement with regard to the transfer of
the Pledged Assets to a purchaser in accordance with the terms of Section 3 of this Agreement;




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Pledge Agreement (Novelis AG)





	2.3.7	 	to abstain from voting in favor of any resolution as regards the Company whereby:






	 	•	 	the Company’s current corporate purpose provisions would be amended to an
extent which could adversely affect the rights of the Collateral Agent and the Secured
Parties hereunder; and
	 
	 	•	 	such resolutions would violate or be inconsistent with any term of this
Agreement or the Credit Agreements;
	 
	 	 	 	unless in any of such events, the Collateral Agent, acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties, has granted its prior written
consent.






	2.4	 	Until the receipt by the Pledgor of a notification by the Collateral Agent that an Event of
Default has occurred and is continuing, the Pledgor shall be entitled to:






	2.4.1	 	receive and retain all Dividends, distributions and other moneys paid on or derived from the
Shares and the Secondary Consideration (subject always to the terms of the Credit Agreements),
and the Collateral Agent (acting for itself, in the name of, on behalf of and for the benefit
of the Secured Parties) undertakes to do all acts and things and to permit all acts and things
to be done which are necessary to enable the Pledgor to collect such Dividends and other
moneys paid directly from the Company; and






	2.4.2	 	exercise all voting and other rights and powers attached to the Shares and the Secondary
Consideration provided that it will not exercise any such voting rights or powers in a manner
prejudicial to the interests of the Collateral Agent or the Secured Parties under this
Agreement and the Credit Agreements, and the Collateral Agent (acting for itself, in the name
of, on behalf of and for the benefit of the Secured Parties) undertakes to do all acts and
things and to permit all acts and things to be done which are necessary for the Pledgor to
exercise its voting rights in the Shares.






	2.5	 	All rights of the Pledgor to vote or give consent or take any other action as shareholder of
the Company, or to receive Dividends directly from, the Company shall cease after the
Collateral Agent has notified the Pledgor that an Event of Default has occurred and is
continuing, in which case the Collateral Agent or the new acquiror, as the case may be, shall
be entitled to receive Dividends and to vote or give consent or take any other action as
shareholder of the Company.




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Pledge Agreement (Novelis AG)








	2.6	 	Subscription Rights shall remain with the Pledgor, provided, however, that all Shares,
Participation Rights and other rights acquired by the Pledgor upon exercise of Subscription
Rights shall be deemed to be pledged pursuant to Section 2.1 and all share certificates and
other documents representing such Shares, Participation Rights and other rights shall be
transferred to the Collateral Agent pursuant to Section 2.2, in the case of registered shares
by share certificates duly endorsed.






	3.	 	RIGHTS AND OBLIGATIONS OF THE PLEDGEE






	3.1	 	Save as otherwise agreed hereunder, the Collateral Agent shall keep the Pledged Assets in its
possession for itself and in the name of and on behalf of the Secured Parties. The Collateral
Agent shall deposit the Pledged Assets in a safe-deposit box with a reputable bank in New York
or Chicago. The Collateral Agent is obliged to take all actions necessary and appropriate for
the safekeeping and management of the Pledged Assets.






	3.2	 	The Collateral Agent shall not misuse any of its rights hereunder or as possessor of the
Pledged Assets and shall not take any action being inconsistent with the terms of this
Agreement or the Credit Agreements or violating the Pledgor’s rights as shareholder of the
Company.






	4.	 	REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT






	4.1	 	After the Collateral Agent has notified the Pledgor that an Event of Default has occurred and
is continuing, it shall be entitled to the following remedies, at the election of the
Collateral Agent:






	4.1.1	 	sell to non-affiliated third parties of Pledgor and/or the Secured Parties, respectively,
all or part of the Pledged Assets in public or private sale and apply the proceeds thereof to
the discharge of the Secured Obligations; or






	4.1.2	 	initiate enforcement proceedings with respect to the Pledged Assets pursuant to any
applicable official Swiss enforcement procedure including, as the case may be, pursuant to the
Swiss Federal Law on Debt Collection and Bankruptcy and apply the proceeds thereof to the
discharge of the Secured Obligations; or






	4.1.3	 	acquire from the Pledgor all or part of the Pledged Assets for cash consideration equal to
the fair market value of the Pledged Assets, such fair market value to be computed by an
independent expert using a valuation methodology generally recognized as standard




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Pledge Agreement (Novelis AG)








	 	 	market practice in the field of corporate finance (i.e. discounted cash flow method and
variations thereof), it being understood that the Collateral Agent will be entitled to set
off the proceeds of such acquisition against the Secured Obligations.






	 	 	The Pledgor expressly confirms its agreement with the remedy granted to the Collateral
Agent under Section 4.1.3. The Pledgor acknowledges that the price at which all or part of
the Pledged Assets may be purchased by the Collateral Agent pursuant to Section 4.1.3 will
be based on the value of the Company as computed by an independent expert using a valuation
methodology, which is known to the Pledgor and considered by it to be fair and which is
customarily used at that time to establish the value of businesses in that industry. The
Pledgor recognizes that should the Collateral Agent decide to pursue the remedy granted
under Section 4.1.3, their interests as Pledgor and debtor would be protected in an
appropriate manner. If the parties cannot agree on the person or entity acting as
independent expert in accordance with this Section 4.1.3, the independent expert shall be
an experienced international accounting firm appointed by the President of the Zurich
Chamber of Commerce.






	 	 	A realization of the Pledged Assets pursuant to Section 4.1.1 or Section 4.1.3 shall only
be permitted after having given the Pledgor five (5) Business Days prior notice thereof.






	 	 	The Collateral Agent shall exercise its remedies under this provision and its rights under
this Agreement respectively with the same degree of care as it would use in respect of its
own property.






	4.2	 	After the sale or disposal of the Pledged Assets, the Collateral Agent shall account for the
sale in accordance with the provisions of the Intercreditor Agreement and provided that there
has been a Discharge of the Senior Lien Secured Obligations, any surplus of the sale or
disposal shall be returned promptly, and in any event within 5 Business Days of the Discharge
of the Senior Lien Secured Obligations, to the Pledgor, together with interest thereon at a
rate of 5% computed as from the date of such sale or disposal






	4.3	 	The Collateral Agent shall allocate the proceeds collected pursuant to Section 5.1 and 5.2
towards discharging the Secured Obligations in accordance with the Intercreditor Agreement.




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Pledge Agreement (Novelis AG)








	5.	 	RELEASE OF THE PLEDGED ASSETS






	5.1	 	If the Collateral Agent is authorized to release in whole or in part any of the Pledged
Assets under both of the Term Loan Agreement and the Revolving Credit Agreement, the
Collateral Agent is authorized to release such Pledged Assets under this Agreement. Upon the
date of the Discharge of Senior Lien Secured Obligations, the Pledged Assets or any remainder
thereof shall be released promptly and in any event within 5 Business Days from such date, to
the Pledgor or such other party as designated by the Pledgor. The Pledged Assets shall be
delivered or remitted to the Pledgor free and clear of this Agreement and any and all liens
created hereby.






	5.2	 	Any Pledged Assets to be released to the Pledgor (or to any third party designated by the
Pledgor) shall be delivered, net of any transfer taxes or other expenses in connection with
such return or release. The Collateral Agent shall not be deemed to have made any
representation or warranty with respect to any Pledged Assets so released, except that such
Pledged Assets are free and clear, on the date of the release, of any and all liens, charges
and encumbrances arising from the Collateral Agent’s acts (acting for itself, in the name of,
on behalf of and for the benefit of the Secured Parties).






	6.	 	REPRESENTATIONS AND WARRANTIES






	6.1	 	Without prejudice to the representations and warranties made under the Credit Agreements, the
Pledgor represents and warrants to the Collateral Agent that:






	6.1.1	 	it is a company duly established, validly existing and registered under the laws of
Switzerland, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted;






	6.1.2	 	it is the sole, legal and beneficial owner of the Shares and such Shares are free of any
lien, except as permitted under the Credit Agreements or statutory liens as provided for by
mandatory provisions of Swiss law, or third party security interest or other charge or
encumbrance of any kind or any other type of preferential arrangement except for the security
interest created by the present Agreement or as permitted under the Credit Agreements; the
comments on the Company’s share register regarding directors’ qualifying shares are reserved;




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	6.1.3	 	subject to the qualifications set out in the legal opinion of Borrowers’ Swiss counsel, this
Agreement constitutes (i) its legal, valid and binding obligations enforceable against it
pursuant to its terms and (ii) a valid and effective pledge of the Pledged Assets in favor of
the Collateral Agent and the Secured Parties;






	6.1.4	 	the Shares have been validly issued and are fully paid; and






	6.1.5	 	no approval is required under the Lex Friedrich to grant a valid, binding and legally
enforceable Pledge in respect of the Pledged Assets to the Collateral Agent.






	7.	 	FURTHER ASSURANCES OF THE PLEDGOR






	 	 	The Pledgor shall promptly do all things and execute all documents that are required by the
Collateral Agent for the purpose of securing or perfecting the Pledge provided for in this
Agreement.






	8.	 	AVOIDANCES OF PAYMENTS






	 	 	Any settlement, discharge or release between the Pledgor and the Collateral Agent (for
itself and on behalf of the Secured Parties) shall be conditional upon no security or
payment granted or made to the Collateral Agent by the Pledgor or any other person being
avoided or reduced by virtue of any mandatory provisions or enactments relating to
bankruptcy, insolvency or liquidation for the time being in force and, in the event of such
security or payment being so avoided or reduced, the Collateral Agent (acting for itself,
in the name of, on behalf of and for the benefit of the Secured Parties) shall be entitled
to recover from the Pledgor the value or amount of such security or payment as if such
settlement, discharge or release had not occurred.






	9.	 	POWERS OF ATTORNEY






	 	 	The Pledgor authorizes the Collateral Agent to be its attorney in its name, on its behalf
and for its benefit as its act to execute, deliver and perfect all documents and do all
things that are necessary for carrying out any obligation imposed on the Pledgor under this
Agreement, provided that the Pledgor does not carry out such obligation in due time in
accordance with the terms of this Agreement, or exercising any of the rights conferred on
the Collateral Agent by this Agreement or by law, in particular in connection with a
private realization (Private Verwertung (Selbstverkauf)) but in any




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	 	 	case only after the Collateral Agent has notified the Pledgor that an Event of Default has
occurred and is continuing.






	10.	 	ASSIGNMENTS AND TRANSFERS






	 	 	The rights and obligations of the Pledgor under this Agreement may not be assigned or
transferred without the prior written consent of the Collateral Agent. The assignment of
the rights and obligations of the Collateral Agent under this Agreement shall be restricted
to and made in accordance with Section 14 below. Nothing in this Agreement shall be
construed as limiting the right of the Secured Parties to assign their rights and
obligations under the Credit Agreements in accordance with the relevant provisions thereof.






	11.	 	EFFECTIVENESS OF PLEDGE






	11.1	 	The security constituted by the Pledge under this Agreement shall be cumulative, in addition
to and independent of every other security which the Collateral Agent or the Secured Parties
may at any time hold for the Secured Obligations or any rights, powers and remedies provided
by law.






	11.2	 	No failure on the part of the Collateral Agent to exercise, or delay on its part in
exercising, any rights hereunder shall operate as waiver thereof, nor shall any single or
partial exercise of any rights hereunder preclude any further or other exercise of that or any
other rights.






	11.3	 	The Collateral Agent shall not be liable by reason of taking any action permitted by this
Agreement.






	12.	 	COSTS AND EXPENSES






	 	 	The Pledgor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Pledge hereby constituted or the exercise of any rights
hereunder and the Pledgor shall reimburse and indemnify the Collateral Agent for any such
costs or expenses reasonably incurred by it.




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Pledge Agreement (Novelis AG)








	13.	 	NOTICES






	 	 	All notices or other communications made or given in connection with this Agreement shall
be made by facsimile or letter as follows:





	 	 	 	 	 	 	 

	a)	 	if to the Pledgor:	 	 
	 
	 	 	Novelis Europe Legal Department	 	 
	 	 	Novelis AG	 	 
	 

	 	Address:
	 	Sternenfeldstrasse 19	 	 
	 

	 	 	 	CH- 8700 Küsnacht	 	 
	 

	 	Fax:
	 	+41 44 386 21 51	 	 
	 

	 	Phone:
	 	+41 44 386 23 18	 	 
	 
	 	 	 	 	 	 
	b)	 	if to the Collateral Agent	 	 
	 
	 	 	Bank of America, N.A.	 	 
	 

	 	Address
	 	1455 Market Street	 	 
	 

	 	 	 	San Francisco, California 94103	 	 
	 

	 	Attn:
	 	Bridgett Manduk	 	 
	 

	 	Fax:
	 	+1 415 503 5011	 	 
	 

	 	Email:
	 	bridgett.manduk@baml.com	 	 







	 	 	or to such other address or facsimile numbers as is notified in writing from time to time
by one party to the other party under this Agreement. Notices shall be effective upon
receipt.






	 	 	Each notice, communication and document given under or in connection with this Agreement
shall be in English or, if not, accompanied by an accurate translation thereof which has
been confirmed by authorized signatory of the party giving the same as being a true and
accurate translation.






	14.	 	SUCCESSOR AGENT






	 	 	If a successor of the Term Loan Collateral Agent (as defined in the Intercreditor
Agreement) is appointed in accordance with the Term Loan Agreement, the parties




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	 	 	hereto shall enter into an agreement whereby the Collateral Agent hereunder is replaced by
the successor Term Loan Collateral Agent as party to this Agreement.






	15.	 	SEVERABILITY






	 	 	If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Agreement or (ii) the validity or
enforceability in any other jurisdiction of that or any other provision of this Agreement,
and the parties will negotiate in good faith to replace the relevant provision by another
provision reflecting as closely as possible the original intention and purpose of the
parties.






	16.	 	WAIVERS AND MODIFICATIONS






	 	 	This Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.






	17.	 	COUNTERPARTS






	 	 	This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.






	18.	 	LAW AND JURISDICTION






	18.1	 	This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.






	18.2	 	Subject to the subsequent paragraph, the Commercial Court of the Canton of Zurich
(Handelsgericht des Kantons Zürich), Switzerland, shall have exclusive jurisdiction for all
disputes, differences or controversies relating to, arising from or in connection with this
Agreement.






	18.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Agreement
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under any
of the Credit Agreements, provided that a legal action or proceeding under any of the Credit
Agreements is already pending before such court or a claim under any of the Credit Agreements
is submitted simultaneously with a claim in




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	 	 	respect to this Agreement to such court. By execution and delivery of this Agreement, the
Pledgor hereby accepts for itself and in respect of its property, subject to the
aforementioned condition, the jurisdiction of the aforesaid courts. The parties hereto
hereby irrevocably waive any objection, including any objection to the laying of venue or
based on the grounds of forum non conveniens, that any of them may now or hereafter have to
the bringing of any such action or proceeding in such respective jurisdictions.






	18.4	 	The Pledgor hereby irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave of
the Americas, Suite 3100, New York, New York, 10036 (telephone no: +1 212-299-5600) (telecopy
no: +1 212-299-5656) (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. Such service may be made by mailing (by registered or certified mail, postage
prepaid) or delivering a copy of such process to the Pledgor in care of the Process Agent at
the Process Agent’s above address, and the Pledgor hereby irrevocably authorizes and directs
the Process Agent to accept such service on its behalf. Each Guarantor 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.






	18.5	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the Term
Loan Secured Parties and as sub-agent and bailee for the Revolving Credit Collateral Agent (as
defined in the Intercreditor Agreement) pursuant to Section 7.4 of the Intercreditor
Agreement.




THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







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Pledge Agreement (Novelis AG)




SIGNATURE PAGE



Bank of America, N.A.,



as Collateral acting for itself, in the name of, on behalf of and for the benefit of the Secured
Parties



Date:




	 	 	 	 	 
	By:  	 	 
	 	Name:  	Christopher Kelly Wall 	 
	 	Title:  	Managing Director 	 
	 


Date:




	 	 	 	 	 
	By:  	 	 
	 	Name:  	Peter M. Walther 	 
	 	Title:  	Senior Vice President 	 



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Pledge Agreement (Novelis AG)



SIGNATURE PAGE



EXECUTED as a deed AND



DELIVERED on the date shown below by:



Novelis Europe Holdings Limited



as Pledgor



acting by:



Date:




	 	 	 	 	 	 	 

	By:

	 	 	 	By:
	 	 
	 

	 
	 	 	 
	 
	 	Name:	 	 	 	Name:	 
	 	Title:

	 	 	 	Title:	 






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Pledge Agreement (Novelis AG)





SCHEDULE 1




LIST OF SHARES CERTIFICATES




Novelis AG:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Nominal	 	 	 	 
	No of	 	No of	 	Value in	 	 	 	 
	Certificate	 	Share(s)	 	CHF	 	Ord. Nr.	 	Name and domicile of shareholder
	1

	 	 	995	 	 	995’000
	 	 	1 — 995	 	 	Novelis Europe Holdings Limited,
 Warrington, Cheshire, UK
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	 	1	 	 	1’000
	 	 	996	 	 	Novelis Europe Holdings Limited,
 Warrington, Cheshire, UK
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	 	1	 	 	1’000
	 	 	997	 	 	Novelis Europe Holdings Limited, 
Warrington, Cheshire, UK
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	 	1	 	 	1’000
	 	 	998	 	 	Novelis Europe Holdings Limited, 
Warrington, Cheshire, UK
 Warrington, Cheshire, UK
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	 	1	 	 	1’000
	 	 	999	 	 	Novelis Europe Holdings Limited, 
Warrington, Cheshire, UK
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	 	1	 	 	1’000
	 	 	1’000	 	 	Novelis Europe Holdings Limited,
 Warrington, Cheshire, UK







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Exhibit M-5




EXECUTION COPY




NOVELIS AG

as Pledgor




and



BANK OF AMERICA, N.A.

as Collateral Agent



and



other Parties

as Pledgees



FIRST RANKING ACCOUNT PLEDGE AGREEMENT

(VERPFÄNDUNG VON BANKKONTEN)









 









 








	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	1.  DEFINITIONS AND LANGUAGE
	 	 	2	 
	2.  CREATION OF PLEDGES
	 	 	4	 
	3.  SECURED OBLIGATIONS
	 	 	5	 
	4.  DISPOSALS OVER ACCOUNTS
	 	 	6	 
	5.  REALISATION OF THE PLEDGES
	 	 	6	 
	6.  WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS
	 	 	8	 
	7.  RELEASE OF THE PLEDGES
	 	 	8	 
	8.  DURATION AND INDEPENDENCE
	 	 	9	 
	9.  REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	10. UNDERTAKINGS OF THE PLEDGOR
	 	 	10	 
	11. LIMITATION OF ENFORCEMENT
	 	 	13	 
	12. ECONOMIC OWNERSHIP OF THE ACCOUNTS
	 	 	13	 
	13. INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT
	 	 	13	 
	14. NOTICES
	 	 	14	 
	15. WAIVER
	 	 	14	 
	16. COUNTERPARTS
	 	 	15	 
	17. GOVERNING LAW AND JURISDICTION
	 	 	15	 
	18. LIABILITY AND INDEMNIFICATION
	 	 	15	 
	19. AMENDMENTS
	 	 	16	 
	20. ANNEXES, SCHEDULES
	 	 	16	 
	21. SEVERABILITY
	 	 	16	 
	SCHEDULE 1 List of Lenders and other Secured Parties
	 	 	- 1 -	 
	SCHEDULE 2 PART I List of German Accounts
	 	 	- 2 -	 
	SCHEDULE 3 Notice of Pledge
	 	 	- 5 -	 






 









 





This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on December 17, 2010




Among:





	(1)	 	Novelis AG, a stock corporation organized under the laws of Switzerland, having its business
address at Sternenfeldstrasse 19, 8700 Küsnacht, Zurich, Switzerland (the “Pledgor”);
	 
	(2)	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A. in its capacity as collateral agent under the ABL Credit Agreement
(as defined below) (the “Collateral Agent”);
	 
	(3)	 	the institutions listed in Schedule 1 (List of Lenders and other Secured Parties) hereto in
their capacity as lenders or other secured parties under or in connection with the ABL Credit
Agreement (as defined below), (together with the Collateral Agent, the “Original Pledgees”);
and
	 
	(4)	 	the Future Pledgees, as defined herein.





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act, as Holdings, the Subsidiary
Guarantors, the Lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender, the lenders thereunder have agreed to grant revolving loans and
other extensions of credit (the “Loans”) to the ABL Borrowers.
	 
	(B)	 	It is one of the conditions for granting the Loans that the Pledgor enters into this
Agreement.
	 
	(C)	 	The Pledgor has agreed to grant a first ranking pledge to the Pledgees over its respective
Accounts (as defined below) as security for the Pledgees’ respective claims in connection with
the ABL Credit Agreement and the German Receivables Purchase Agreement.
	 
	(D)	 	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





1









 











	 	 	under or in connection with the term loan credit agreement dated on or about the date
hereof (the “Term Loan Credit Agreement”).
	 
	(E)	 	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”).
	 
	(F)	 	The Pledgor and other members of the group have entered or will enter into certain cash
pooling arrangements (the “Cash Pooling Arrangements”), including the DB Cash Pooling
Arrangements and the Commerzbank Cash Pooling Agreement (each term as defined in the ABL
Credit Agreement). In connection with the change of the cash management system of the Novelis
group the Pledgor intends to, inter alia, open new accounts with Deutsche Bank AG (“Deutsche
Bank Accounts”).






	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	In this Agreement:




“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit Agreement.



“Abstract Acknowledgement of Indebtedness” shall mean the agreement on the abstract acknowledgement
of indebtedness (Abstraktes Schuldanerkenntnis) entered into among Novelis Deutschland GmbH and
Novelis Aluminium Holding Company with the Collateral Agent on or about the date hereof in
connection with the ABL Credit Agreement.



“Account Banks” shall mean a credit institution administering any of the Accounts, including the
banks specified as account banks in Schedule 2 (List of Bank Accounts) and “Account Bank” shall
mean any of them.



“Accounts” shall mean the German Accounts and the Trust Accounts.



“German Accounts” shall mean all bank accounts (including without limitation giro accounts and
accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits
(Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any
credit institution in the Federal Republic of Germany including any sub-account, renewal,
redesignation or replacement thereof (including but not limited to the accounts specified in
Schedule 2 Part I (List of German Accounts) and “German Account” means any one of them.



“Future Pledgee” shall mean any Person that (i) is a transferee with respect to 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)






2









 







becomes a creditor of a Loan Party, as a successor of a Pledgee, a Future Pledgee or otherwise or
by way or becoming a lender, issuing bank or agent, in each case, under the ABL Credit Agreement or
any other Loan Document and/or (iii) accedes to this agreement by ratification pursuant to
sub-clause 3.3 hereof as a pledgee.



“Lenders” has the meaning given in the ABL Credit Agreement.



“Pledgees” shall mean the Original Pledgees and the Future Pledgees, and “Pledgee” means any of
them.



“Pledges” shall mean the pledges created pursuant to Clause 2.



“Secured Obligations” shall mean (a) obligations of the ABL 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 Insolvency Proceeding, regardless of
whether allowed or allowable in such proceeding) on the ABL 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 ABL 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, (iii)
Extraordinary Expenses and (iv) 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 Insolvency Proceeding, regardless of whether
allowed or allowable in such proceeding), of the ABL Borrowers and the other Loan Parties under the
ABL Credit Agreement and the other Loan Documents, (b) the due and punctual payment of all Secured
Bank Product Obligations, and (c) the Abstract Acknowledgement of Indebtedness.



“Trust Accounts” are the accounts of Novelis Deutschland GmbH that are subject to the Trust
Agreement and which are also listed in Schedule 2 Part II (List of Trust Accounts).



“Trust Account Bank” shall mean, with regard to each Trust Account, the bank specified as trust
account bank in Schedule 2 Part II (List of Trust 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 ABL Credit Agreement.




3









 












	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;
	 
	(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 (including, for the avoidance of doubt, the Deutsche Bank
Accounts to be opened after the date hereof); 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. Upon such ratification (Genehmigung) such Future





4









 











	 	 	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 ABL Credit Agreement or any other Loan Document 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 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 Banks’ 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 all Secured Obligations. The Pledgor
hereby expressly agrees that the provisions of Section 1210 para. 1 sentence 2 of the German
Civil Code shall not apply to this Agreement.
	 
	3.2	 	The Pledgees hereby agree, for the benefit of the pledgees (the “Term Loan Account Pledgees”)
under the account pledge agreement among, inter alios, Bank of America, N.A. as collateral
agent under the Term Loan Credit Agreement and the Pledgor dated on or around the date hereof
(the “Term Loan Account Pledge Agreement”) (echter Vertrag zu Gunsten Dritter), that any
security over any Pari Passu Priority Collateral (as defined in the Intercreditor Agreement)
granted hereunder shall rank in personam (schuldrechtlich) vis-a-vis the Term





5









 











	 	 	Loan Account Pledgees (inter partes) behind any security over any Pari Passu Priority
Collateral (as defined in the Intercreditor Agreement) granted under the Term Loan Account
Pledge Agreement, in each case in accordance with the terms of the Intercreditor Agreement.
	 
	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. The
Accounts may only be closed to the extent and under the conditions permitted under the ABL
Credit Agreement and (including, for the avoidance of doubt, as permitted in connection with
any changes to the Cash Pooling Arrangements). 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 each 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.




6









 












	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);
	 
	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.




7









 












	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.
	 
	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
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. If the





8









 











	 	 	Collateral Agent is authorized to release in whole or in part any pledges under the ABL
Credit Agreement, the Collateral Agent is authorized to release such Pledges under this
Agreement.
	 
	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	 	it is the unrestricted legal and economic owner of its respective German Accounts and is the
unrestricted beneficial owner of the Trust Accounts;




9









 












	9.2	 	it does not own any accounts in the Federal Republic of Germany other than its respective
German Accounts and is not the beneficial owner of any other accounts in 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 and except to the extent permitted
as a Permitted Lien (as defined in the ABL Credit 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 (except for pledges over accounts to customers or other third
parties in a manner permitted by Section 6.02 of the ABL Credit Agreement);
	 
	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 LLP 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 ordnungsmäßiger 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 over the Accounts, and to obtain
from each such Account Bank a confirmation of the receipt of the notice vis-à-vis the
Collateral Agent;




10









 












	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 relevant 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 Collateral Agent 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, to 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	 	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;
provided that the Net Cash Proceeds Account (as defined in the Intercreditor Agreement) shall
be subject to the first ranking pledge of the Collateral Agent under the Term Loan Credit
Agreement acting on behalf of the pledgees. Notwithstanding the foregoing, accounts pledged to
customers or other third parties in a manner permitted by Section 6.02 of the ABL Credit
Agreement need not be pledged hereunder;
	 
	10.6	 	not to close or to terminate the Accounts except as permitted under, and under the conditions
provided, in the ABL Credit Agreement (including, for the avoidance of doubt, as permitted in
connection with any changes to the Cash Pooling Arrangements);




11









 








	10.7	 	not to transfer any of the Accounts to another bank or relocate any of the Accounts to
another branch of the relevant Account Bank unless such transfer does not affect the Pledges
and except as permitted, and under the conditions provided, under the ABL Credit Agreement
(including, for the avoidance of doubt, as permitted in connection with any changes to the
Cash Pooling Arrangements);
	 
	10.8	 	to obtain the Collateral Agent’s written consent, unless otherwise provided in the ABL Credit
Agreement (including, for the avoidance of doubt, as provided in connection with any changes
to the Cash Pooling Arrangements), 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 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





12









 











	 	 	 	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 ABL 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 (wirtschaftlicher 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.





	13.	 	INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT




In the event of a direct conflict between the terms and provisions contained in this Agreement and
the terms and provisions contained in the ABL Credit Agreement, it is the intention of the parties
hereto that such terms and provisions in such documents shall be read together and construed, to
the fullest extent possible, to be in concert with each other. In the event of any actual,
irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of the ABL
Credit Agreement shall govern and control. 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 (a) the provisions of the intercreditor agreement, dated on or
about December 17, 2010 (the “Intercreditor Agreement”), among the grantors party thereto; Bank of
America, N.A., as Revolving Credit Administrative Agent and Revolving Credit Collateral Agent; and
Bank of America, N.A., as Term Loan Administrative Agent and ABL Collateral Agent (each term as
defined therein) and (b) the provisions of section 11.22 of the ABL Credit Agreement; for the
avoidance of doubt, the in rem aspects of the security granted under this Agreement shall be
exclusively governed by this Agreement. In the event of any conflict or inconsistency between the






13









 







provisions of the Intercreditor Agreement and this Agreement, the provisions of the Intercreditor
Agreement shall govern and control. Except as provided for in this paragraph, notwithstanding
anything herein to the contrary, the ABL Credit Agreement, including Article X thereof, shall
govern and control the exercise of remedies by Collateral Agent.





	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:
	 	Bank of America, N.A.
	 

	 	 	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	 	 	Chicago, IL 60603,
	 

	 	 	 	U.S.A
	 

	 	Attention:
	 	Account Officer
	 

	 	Fax:
	 	+ 1 312-453-5555







	14.1.2	 	If to Pledgor:





	 	 	 	 	 

	 

	 	Address:
	 	Novelis AG
	 

	 	 	 	Sternenfeldstrasse 19, 8700 Küsnacht, 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.




14









 












	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.
	 
	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 11.03 of the ABL
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





15









 











	 	 	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 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.




16









 











SCHEDULE 1

List of Lenders and other Secured Parties





	1.	 	Bank of America, N.A.
	 
	2.	 	Citibank, N.A.
	 
	3.	 	JPMorgan Chase Bank, N.A.
	 
	4.	 	The Royal Bank of Scotland plc
	 
	5.	 	UBS AG, Stamford Branch




- 1 -









 











SCHEDULE 2 PART I

List of German Accounts




Novelis AG




Deutsche Bank Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account 	 	 	 	Bank / Account	 	Bank Sort 	 	Type of 	 	Account 	 	 	 	 
	 Holder	 	Currency	 	Location	 	 Code (BLZ)	 	 Account	 	 Number	 	Contact	 	Address
	Novelis AG

	 	EUR
	 	Deutsche Bank /

Hannover
	 	 	25070024	 	 	cashpool header
	 	 		 	 	Achim Keiser 

Tel.: +49-511-3652953

Email: achim.keiser@db.com
	 	Deutsche Bank AG,

Filiale Hannover,

Georgsplatz 20,

30159 Hannover,

Germany






- 2 -









 






Commerzbank Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank / Account	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Location	 	Bank Sort Code (BLZ)	 	Type of Account	 	Account Number	 	Contact	 	Address
	Novelis AG

	 	DKK
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	EUR
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	NOK
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	SEK
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	GBP
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	USD
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





- 3 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank / Account	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Location	 	Bank Sort Code (BLZ)	 	Type of Account	 	Account Number	 	Contact	 	Address
	Novelis AG

	 	CHF
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	AUD
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	CAD
	 	Commerzbank Berlin
	 	 	10040000	 	 	Master Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	CHF
	 	Commerzbank Berlin
	 	 	10040000	 	 	Receivables Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	EUR
	 	Commerzbank Berlin
	 	 	10040000	 	 	Receivables Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	GBP
	 	Commerzbank Berlin
	 	 	10040000	 	 	Receivables Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis AG

	 	USD
	 	Commerzbank Berlin
	 	 	10040000	 	 	Receivables Account
	 		 	Frank Bauer 

Tel.: +49-30-26534209

Email:frank-
bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





- 4 -









 







SCHEDULE 2 PART II

List of Trust Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank / Account	 	Bank Sort	 	Account	 	 	 	 
	Account Holder	 	Currency	 	Location	 	Code (BLZ)	 	Number	 	Contact	 	Address
	Novelis Germany GmbH	 	EUR	 	Commerzbank Berlin	 	10040000 	 	 	 	Frank Bauer	 	Commerzbank AG,
	 
	 	CAD	 	 	 	 	 	 	 	Tel.: +49-30-26534209	 	Potsdamer Str. 125,
	 
	 	CHF	 	 	 	 	 	 	 	Email: frank-bauer@commerzbank.com		10783 Berlin,
	 
	 	GBP	 	 	 	 	 	 	 		 	Germany
		 	USD	 		 		 		 		 	






- 5 -









 






SCHEDULE 3

Notice of Pledge




[Letterhead of Pledgor]



	 	 	 

	From:

	 	Novelis AG

Sternenfeldstrasse 19, 8700 Küsnacht, Zurich, Switzerland
	 
	 	 
	To:

	 	[Account Bank]
	 
	 	 
	Date:

	 	[ ]
	 
	 	 
	Re:

	 	Accounts Nos. [•] (the “Accounts”)





We hereby give you the notice that by a pledge agreement on or about December 17, 2010 (the
“Account Pledge Agreement”) we have pledged in favor of Bank of America, N.A. (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 Bank of America, N.A., having its business address at 135
S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 60603, U.S.A., fax number + 1 312-453-5555, to
the attention of the Account Officer, in its capacity as Collateral Agent with a copy to ourselves.




Yours faithfully,

For and on behalf of

Novelis AG




- 6 -









 





SCHEDULE 4

Form of Acknowledgement




	 	 	 

	From:

	 	[Account Bank]

(the Account Bank)
	 
	 	 
	To:

	 	Bank of America, N.A.
	 
	 	 
	 

	 	as Collateral Agent
	 
	 	 
	 

	 	135 S. LaSalle, Suite 927, IL4-135-09-27


Chicago, IL 60603,


U.S.A.
	 
	 	 
	 

	 	Attention: Account Officer
	 

	 	Fax: + 1 312-453-5555
	 
	 	 
	Copy to:

	 	Novelis AG

Sternenfeldstrasse 19, 8700 Küsnacht, 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, which rank in priority before the pledges over the Account granted to the Collateral
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.



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 Collateral Agent by
the Pledgor pursuant to the Account Pledge Agreement dated on or around December 17, 2010
of which we have been notified by the Pledgor.







- 7 -









 







We take note of the fact that until notice to the contrary from the Collateral 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




[details/address of Account Bank]



 

(duly authorised signatory of the Account Bank)




- 8 -









 





Signatories

















 





EXECUTION COPY




NOVELIS DEUTSCHLAND GMBH

as Pledgor




and



BANK OF AMERICA, N.A. 

as Collateral Agent and Original Pledgee 1 

and



NOVELIS AG

as Beneficiary and Original Pledgee 2



and



other Parties

as Pledgees



 





FIRST RANKING ACCOUNT PLEDGE AGREEMENT

(VERPFÄNDUNG VON BANKKONTEN)



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	1. DEFINITIONS AND LANGUAGE
	 	 	2	 
	2. CREATION OF PLEDGES
	 	 	4	 
	3. SECURED OBLIGATIONS
	 	 	6	 
	4. DISPOSALS OVER ACCOUNTS
	 	 	6	 
	5. REALISATION OF THE PLEDGES
	 	 	7	 
	6. WAIVER OF PLEDGORS’ DEFENsES 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 AND ABL CREDIT 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 and other Secured Parties
	 	 	- 1 -	 
	SCHEDULE 2 List of Bank Accounts
	 	 	- 2 -	 
	SCHEDULE 3 Notice of Pledge
	 	 	- 6 -	 
	SCHEDULE 4 Form of Acknowledgement
	 	 	- 8 -	 






 









 





This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on December 17, 2010




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)	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A. (the “Original Pledgee 1”, and, in its capacity as collateral agent
under the ABL Credit Agreement (as defined below), the “Collateral Agent”);






	(3)	 	NOVELIS AG, a stock corporation organized under the laws of Switzerland, having its business
address at Sternenfeldstrasse 19, 8700 Küsnacht, Zurich, Switzerland (the “Original Pledgee
2”);






	(4)	 	the institutions listed in Schedule 1 (List of Lenders and other Secured Parties) hereto in
their capacity as lenders or other secured parties under or in connection with the ABL Credit
Agreement (as defined below) (together with the Original Pledgee 1 and the Original Pledgee 2,
the “Original Pledgees”); and






	(5)	 	the Future Pledgees, as defined herein.





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act, as Holdings, the Subsidiary
Guarantors, the Lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender, the lenders thereunder have agreed to grant revolving loans and
other extensions of credit (the “Loans”) to the ABL Borrowers.






	(B)	 	It is one of the conditions for granting the Loans that the Pledgor enters into this
Agreement.






	(C)	 	The Pledgor has agreed to grant a first ranking pledge to the Original Pledgee 2 and,
subordinated to the Original Pledgee 2, the other Pledgees over its respective Trust Accounts
and a first ranking pledge to all Pledgees except the Original




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	 	 	Pledgee 2 over its respective Accounts other than the Trust Accounts as security for the
Pledgees’ respective claims in connection with the ABL Credit Agreement and the Receivables
Purchase 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 2, the Original
Pledgee 2 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 on or about the date hereof (the
“Term Loan Agreement”, together with the ABL Credit Agreement, the “Credit Agreements”), the
Pledgor has agreed to grant a second ranking pledge over its Accounts (as defined below) as
security for the obligations arising under or in connection with the Term Loan Agreement.






	(G)	 	The Pledgor and other members of the group have entered or will enter into certain cash
pooling arrangements (the “Cash Pooling Arrangements”), including the DB Cash Pooling
Arrangements and the Commerzbank Cash Pooling Agreement (each term as defined in the ABL
Credit Agreement). In connection with the change of the cash management system of the Novelis
group the Pledgor intends to, inter alia, open new accounts with Deutsche Bank AG (“Deutsche
Bank Accounts”).






	 	 	NOW, IT IS AGREED as follows:






	1.	 	DEFINITIONS AND LANGUAGE






	1.1	 	In this Agreement:




“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit Agreement.



“Account Banks” shall mean the credit institutions administering any of the Accounts, including the
banks specified as account banks in Schedule 2 (List of Bank Accounts) and “Account Bank” shall
mean any of them.



“Accounts” shall mean all bank accounts (including without limitation giro accounts and accounts
for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits
(Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any
credit institution in the Federal Republic of Germany including any sub-account, renewal,
redesignation or replacement thereof (including but






2









 







not limited to the accounts specified in Schedule 2 (List of Bank Accounts)) and “Account” means
any one of them.



“Future Pledgee” shall mean any Person that (i) is a transferee with respect to 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) becomes a creditor of a Loan Party, as a
successor of a Pledgee, a Future Pledgee or otherwise or by way or becoming a lender, issuing bank
or agent, in each case, under the ABL Credit Agreement or any other Loan Document and/or (iii)
accedes to this agreement by ratification pursuant to sub-clause 3.3 hereof as a pledgee.



“Lenders” has the meaning given in the ABL Credit Agreement.



“Pledgees” shall mean the Original Pledgees and the Future Pledgees, and “Pledgee” means any of
them.



“Pledges” shall mean the pledges created pursuant to Clause 2.



“Receivables Purchase Agreement” shall mean the receivables purchase agreement and any related
servicing agreements between Novelis Deutschland GmbH, on the one hand, and Novelis AG, on the
other hand, providing, inter alia, for the sale and transfer of receivables by the Novelis
Deutschland GmbH to Novelis AG, as such agreement may be amended, modified, supplemented or
replaced from time to time, in order that the receivables subject thereto may be included in the
borrowing base established under the ABL Credit Agreement.



“Secured Obligations” shall mean (a) obligations of the ABL 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 Insolvency Proceeding, regardless of
whether allowed or allowable in such proceeding) on the ABL 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 ABL 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, (iii)
Extraordinary Expenses and (iv) 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 Insolvency Proceeding, regardless of whether
allowed or allowable in such proceeding), of the ABL Borrowers and the other Loan Parties under the
ABL Credit Agreement and the other Loan Documents, (b) the due and punctual payment of all Secured
Bank Product Obligations, and (c) the Abstract Acknowledgement of Indebtedness.







3









 







“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 ABL 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 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 2 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 (including, for the avoidance of doubt, the Deutsche Bank
Accounts to be opened after the date hereof); and




4









 












	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. 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 ABL Credit Agreement or any
other Loan Document 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 2 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 2 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.




5









 












	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 all Secured Obligations. The Pledgor
hereby expressly agrees that the provisions of Section 1210 para. 1 sentence 2 of the German
Civil Code shall not apply to this Agreement.






	3.2	 	With respect to the Original Pledgee 2, the security created hereunder secures only the
obligations of the Pledgor arising under or in connection with the Receivables Purchase
Agreement (the “RPA Obligations”).






	3.3	 	The Pledgees hereby agree, for the benefit of the pledgees (the “Term Loan Account Pledgees”)
under the account pledge agreement among, inter alios, Bank of America, N.A. as collateral
agent under the Term Loan Credit Agreement and the Pledgor dated on or around the date hereof
(the “Term Loan Account Pledge Agreement”) (echter Vertrag zu Gunsten Dritter), that any
security over any Pari Passu Priority Collateral (as defined in the Intercreditor Agreement)
granted hereunder shall rank in personam (schuldrechtlich) vis-a-vis the Term Loan Account
Pledgees (inter partes) behind any security over any Pari Passu Priority Collateral (as
defined in the Intercreditor Agreement) granted under the Term Loan Account Pledge Agreement,
in each case in accordance with the terms of the Intercreditor Agreement.






	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. The
Accounts may only be closed to the extent and under the conditions permitted under the ABL
Credit Agreement (including, for the avoidance of doubt, as permitted in connection with any
changes to the Cash Pooling Arrangements). 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.




6









 












	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 each 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 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);




7









 












	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 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 2, net proceeds from the realization of any or all of
the Pledges shall be distributed to the Original Pledgee 2 only to the extent such proceeds
are generated from the realization of Pledges over Accounts that are subject to the Trust
Agreement.




8









 












	6.	 	WAIVER OF PLEDGORS’ DEFENSES 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
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. If the Collateral Agent is authorized to
release in whole or in part any pledges under the ABL Credit Agreement, the Collateral Agent
is authorized to release such Pledges under this Agreement.






	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.




9









 












	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 for the rights of the Original Pledgee 2 with respect to the Trust Accounts created
under the Trust Agreement, it is the unrestricted legal and economic owner of its respective
Accounts;






	9.2	 	except for the foreign accounts listed in Exhibit 1 to Schedule 2 (which are not subject to
the Pledges created herein, and the details of which are attached for informational purposes
only), 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 for the rights of the Original Pledgee 2 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 and except
to the extent permitted as a Permitted Lien (as defined in the ABL Credit Agreement);




10









 












	9.5	 	the Pledges granted to the Original Pledgee 2 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 (except for pledges over
accounts to customers or other third parties in a manner permitted by Section 6.02 of the ABL
Credit Agreement);






	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 LLP 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 over the Accounts, and to obtain
from each such Account Bank a confirmation of the receipt of the notice vis-à-vis the Original
Pledgee 1;






	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 relevant 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 1 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, to deliver to the
Collateral Agent information on the current status of the Accounts;




11









 












	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;
provided that the Net Cash Proceeds Accounts (as defined in the Intercreditor Agreement) shall
be subject to the first ranking pledge of the Collateral Agent under the Term Loan Credit
Agreement acting on behalf of the pledgees. Notwithstanding the foregoing, accounts pledged to
customers or other third parties in a manner permitted by Section 6.02 of the ABL Credit
Agreement need not be pledged hereunder;






	10.6	 	not to close or to terminate the Accounts except as permitted under, and under the conditions
provided, in the ABL Credit Agreement (including, for the avoidance of doubt, as permitted in
connection with any changes to the Cash Pooling Arrangements);






	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 and except
as permitted, and under the conditions provided, under the ABL Credit Agreement (including,
for the avoidance of doubt, as permitted in connection with any changes to the Cash Pooling
Arrangements);






	10.8	 	to obtain the Collateral Agent’s written consent, unless otherwise provided in the ABL Credit
Agreement (including, for the avoidance of doubt, as provided in connection with any changes
to the Cash Pooling Arrangements), 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;




12









 












	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 11.6 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 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




13









 






	 	 	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
pursuant to Section 39 (1) Nr. 1 through Nr. 5 of the German Insolvency Code
(Insolvenzordnung) or subordinated in any other way by law or contract;
	 
	 	11.1.3	 	any 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:




14









 












	 	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 evidence 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.




15









 












	11.4	 	Clause 11.1 shall not apply as to the amount of Loans borrowed and passed on (whether by way
of shareholder loan or equity contribution) to the Pledgor 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 but excluding, for the avoidance of doubt, any purchase
price payment received by the Pledgor under the Receivables Purchase Agreement.






	11.5	 	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.






	11.6	 	The limitations provided for in Clause 11.1 above shall not apply where (i) the Pledgor has a
fully valuable (vollwertig) recourse claim (Gegenleistungs- oder Rückgewähranspruch) vis-à-vis
the relevant shareholder or (ii) a domination agreement (Beherrschungsvertrag) or a profit and
loss pooling agreement (Ergebnisabführungsvertrag) is or will be in existence with the Pledgor
and the Pledgor has a fully valuable (vollwertig) recourse claim (Ausgleichsanspruch).






	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 Novelis AG is the economic owner (wirtschaftlicher
Berechtigter) of its Trust Accounts.





	13.	 	INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT




In the event of a direct conflict between the terms and provisions contained in this Agreement and
the terms and provisions contained in the ABL Credit Agreement, it is the intention of the parties
hereto that such terms and provisions in such documents shall be read together and construed, to
the fullest extent possible, to be in concert with each other. In the event of any actual,
irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of the ABL
Credit Agreement shall govern and control. Notwithstanding anything herein to the contrary, the
Collateral granted to the






16









 







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 (a) the provisions of the intercreditor agreement, dated on or about December 17, 2010
(the “Intercreditor Agreement”), among the grantors party thereto; Bank of America, N.A., as
Revolving Credit Administrative Agent and Revolving Credit Collateral Agent; and Bank of America,
N.A., as Term Loan Administrative Agent and ABL Collateral Agent (each term as defined therein) and
(b) the provisions of section 11.22 of the ABL Credit Agreement; for the avoidance of doubt, the in
rem aspects of the security granted under this Agreement shall be exclusively governed by this
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. Except as provided for in this paragraph, notwithstanding anything herein to
the contrary, the ABL Credit Agreement, including Article X thereof, shall govern and control the
exercise of remedies by Collateral Agent.





	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:





	 	 	 	 	 

	 	 	Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603, U.S.A.
	 

	 	Attention:
	 	Account Officer
	 

	 	Fax:
	 	+ 1 312-453-5555







	14.1.2	 	If to Pledgor:





	 	 	 	 	 

	 

	 	Address:
	 	Novelis Deutschland GmbH
	 

	 	 	 	Hannoversche Straße 1,
	 

	 	 	 	37075 Göttingen, Germany
	 

	 	Attention:
	 	Geschäftsführung
	 

	 	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









 












	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.






	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









 












	18.	 	LIABILITY AND INDEMNIFICATION






	18.1	 	Without extending the Collateral Agent’s liability as set forth in Section 11.03 of the ABL
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 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.




19









 












	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.




20









 











SCHEDULE 1

List of Lenders and other Secured Parties





	1.	 	Bank of America, N.A.






	2.	 	Citibank, N.A.






	3.	 	JPMorgan Chase Bank, N.A.






	4.	 	The Royal Bank of Scotland plc






	5.	 	UBS AG, Stamford Branch




- 1 -









 







SCHEDULE 2

List of Bank Accounts




Novelis Deutschland GmbH



Deutsche Bank Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account

Location	 	Bank Sort 
Code (BLZ)	 	Type of Account	 	Account 
Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank /
Hannover
	 	 	25070024	 	 	Main Operating
account
	 	 		 	 	Achim Keiser 

Tel.: +49-511-3652953
Email:
achim-keiser@db.com
	 	Deutsche Bank AG,
Filiale Hannover,
Georgsplatz 20,
30159 Hannover,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank /
Hannover
	 	 	25070024	 	 	Pension payments
	 	 		 	 	Achim Keiser 


Tel.: +49-511-3652953
Email:
achim-keiser@db.com
	 	Deutsche Bank AG,
Filiale Hannover,
Georgsplatz 20,
30159 Hannover,
Germany
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank /
Hannover
	 	 	25070024	 	 	Pension (Expands)
Not to be pooled
	 	 		 	 	Achim Keiser 

Tel.: +49-511-3652953
Email:
achim-keiser@db.com
	 	Deutsche Bank AG, Filiale Hannover,
Georgsplatz 20,
30159 Hannover,
Germany






- 2 -









 







Commerzbank Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account 
Location	 	Bank Sort 
Code (BLZ)	 	Type of Account	 	Account

 Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	EUR, USD, GBP, CHF,
CAD
	 	Commerzbank / Berlin
	 	 	10040000	 	 	Hauptkonto Währung
	 	 		 	 	Frank Bauer

Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	USD
	 	Commerzbank / Berlin
	 	 	10040000	 	 	Metall
	 	 		 	 	Frank Bauer

Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Berlin
	 	 	10040000	 	 	Rentenkonto
	 	 		 	 	Frank Bauer 

Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Berlin
	 	 	10040000	 	 	ATZ-Gebühren-belastungen
	 	 		 	 	Frank Bauer

Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Berlin
	 	 	10040000	 	 	Sicherheiten/Rücklagen
ATZ
	 	 		 	 	Frank Bauer 

Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR/GBP
	 	Commerzbank / Berlin
	 	 	10040000	 	 	Festgelder
	 	 		 	 	Frank Bauer 

Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany






- 3 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account
Location	 	Bank Sort 
Code (BLZ)	 	Type of Account	 	Account 
Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Berlin
	 	 	10040000	 	 	 	 	 	 	 	 	Frank Bauer 

Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank /
Lüdenscheid
	 	 	45840026	 	 	 	 	 	 	 	 	Frank Bauer 


Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank /
Plettenberg
	 	 	45841031	 	 	 	 	 	 	 	 	Frank Bauer 


Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank /
Aschersleben
	 	 	81040000	 	 	 	 	 	 	 	 	Frank Bauer 


Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank /
Nürnberg
	 	 	76040061	 	 	Rentenkonto
	 	 	 	 	 	Frank Bauer 


Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany






- 4 -









 





Exhibit 1 to Schedule 2 — foreign accounts (for information only)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account 
Location	 	Type of 
Account	 	Account 
Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank / Amsterdam
	 	Sales office
	 	 	 	 	 	Ellen Vening
	 	Deutsche Bank AG,
Filiale Amsterdam ,
Herengracht
450-454, Amsterdam
1017 CA Netherlands
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank / Brussels
	 	Sales office
	 	 	 	 	 	Joseph Spinks
	 	Deutsche Bank AG,
Filiale Brüssel,
Avenue Marnixlaan
17, Brussels 1000,
Belgium
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank / Brussels
	 	operating a/c
	 	 	 	 	 	Joseph Spinks
	 	Deutsche Bank AG,
Filiale Brüssel,
Avenue Marnixlaan
17, Brussels 1000,
Belgium
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	GBP
	 	Deutsche Bank / London
	 	operating a/c
	 	 	 	 	 	Katherine Lee
	 	Deutsche Bank AG,
Filiale London,
Winchester House, 1
Great Winchester
Street, London EC2N
2DB, Uk
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	USD
	 	Deutsche Bank / London
	 	operating a/c
	 	 	 	 	 	Katherine Lee
	 	Deutsche Bank AG,
Filiale London,
Winchester House, 1
Great Winchester
Street, London EC2N
2DB, Uk
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank / Madrid
	 	Sales office
	 	 	 	 	 	N/A
	 	N/A
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Deutsche Bank / Vienna
	 	Sales office
	 	 	 	 	 	Andrea Haslinger
	 	Deutsche Bank AG,
Filiale Wien,
Hohenstaufengasse
4, Vienna 1010,
Austria






- 5 -









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account 
Location	 	Type of 
Account	 	Account 
Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	PLN
	 	Deutsche Bank / Warsaw
	 	Sales office
	 		 	Sebastian Kolodziej
	 	Deutsche Bank
Polska Spólka
Akcyjna , Focus,
Al. Armii Ludowej
26, Warsaw 00-609,
Poland
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	CHF
	 	Deutsche Bank / Zurich
	 	operating a/c
	 	 	 	 	 	Ian Moore
	 	Deutsche Bank AG,
Filiale Zürich,
Uraniastraße 9,
Zurich 8001,
Switzerland
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Sampo Bank / Helsinki
	 	Sales office
	 	 	 	 	 	Jyrki Saulo
	 	Sampo Bank, Helsinki
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Madrid
	 	Kunden-eingang
	 	 	 	 	 	N/A
	 	Commerzbank AG,
Sucursal en Espana,
28046 Madrid, Spain
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Madrid
	 	Market Center
	 	 	 	 	 	N/A
	 	Commerzbank AG,
Sucursal en Espana,
28046 Madrid, Spain
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	GBP
	 	Commerzbank / London
	 	Kunden-eingang
	 	 	 	 	 	Emma Barnes
	 	Commerzbank AG, 60
Gracechurch Street,
London EC3V 0HR,
Great Britain
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Nordea Pamki Suomi Oyi /
Espoo
	 	Market Center
	 	 	 	 	 	N/A
	 	Nordea Bank Finland
Abp, Asemakuja 2,
02770 Espoo,
Finland
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 





- 6 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account 
Location	 	Type of 
Account	 	Account 
Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	DKK
	 	Den Danske Bank / Ishoj
	 	Market Center
	 	 		 	 	N/A
	 	Danske Bank,
Vestergade 12, 2635
Ishoj, Denmark
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Fortis Bank / Brüssel
	 	Market Center
	 	 		 	 	N/A
	 	Fortis Bank,
Warandeberg 3, 1000
Brussels, Belgium
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	ABN AMRO Bank NV /
Dordrecht
	 	Market Center
	 	 		 	 	N/A
	 	ABN Amro,
Stationsweg 2,
Dordrecht,
Netherlands
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Bank Austria
Creditanstalt / Wien
	 	Market Center
	 		 	N/A
	 	Bank Austria, 1220
Vienna, Austria
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	HUF
	 	Commerzbank / Budapest
	 	Market Center
	 	 		 	 	N/A
	 	Commerzbank Zrt.
H-1054 Budapest,
Hungary
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	PLN
	 	BANK HANDLOWY W
WARSZAWIE SA / Sopot
	 	Market Center
	 		 	N/A
	 	Bank Handlowy, Wały
Piastowskie 1,
Gdansk, Polska
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Brüssel
	 	Konto Market Center
	 	 		 	 	N/A
	 	Commerzbank AG,
Boulevard Louis
Schmidt 29, 1040
Etterbeek, Belgium






- 7 -









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account
 Location	 	Type of 
Account	 	Account 
Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	EUR
	 	Commerzbank / Amsterdam
	 	Konto Market Center
	 	 	 	 	 	N/A
	 	Commerzbank AG,
Strawinskylaan
2501, 1077 ZZ
Amsterdam,
Netherlands






- 8 -









 






SCHEDULE 2 PART II

List of Trust Accounts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Bank / Account
Location	 	Bank Sort 
Code (BLZ)	 	Type of 
Account	 	Account
 Number	 	Contact	 	Address
	Novelis Deutschland
GmbH

	 	EUR
CAD
CHF
GBP
USD
	 	Commerzbank / Berlin
	 	 	10040000	 	 	Trust Account
	 	 	 	 	 	Frank Bauer 


Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany






- 9 -









 






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 on or about December 17, 2010 (the
“Account Pledge Agreement”) we have pledged in favor of Bank of America, N.A. (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
Accounts and in particular may dispose of the amounts credited to the Accounts. 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 Accounts.



Please acknowledge receipt of this notice and your agreement to the terms hereof by signing the
enclosed copy and returning the same to Bank of America, N.A., having its business address at 135
S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 60603, U.S.A.,






- 10 -









 







fax number + 1 312-453-5555, to the attention of the Account Officer, in its capacity as Collateral
Agent with a copy to ourselves.



Yours faithfully,




For and on behalf of
Novelis Deutschland GmbH




- 11 -









 





SCHEDULE 4

Form of Acknowledgement



Letterhead of Account Bank




	 	 	 

	From:

	 	[•]
	 

	 	(the Account Bank)
	 
	 	 
	To:

	 	Bank of America, N.A.
	 
	 	 
	 

	 	as Collateral Agent
	 
	 	 
	 

	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	Chicago, IL 60603,
	 

	 	U.S.A.
	 
	 	 
	 

	 	Attention:    Account Officer
	 

	 	Fax:             + 1 312-453-5555
	 
	 	 
	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 Accounts nor are we aware of any third party rights in relation to
the Accounts which rank in priority before the pledges over the Accounts granted to the Collateral
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 Accounts or invoke any rights of
retention in relation to the Accounts during the existence of the pledge, other than in relation to
charges payable in connection with the maintenance of the Accounts or other bank charges or fees
payable in the ordinary course of business or






- 12 -









 







in relation to amounts arising from the return of direct debits or cheques credited to the above
Accounts.



We agree that the pledge in our favour over the Accounts granted pursuant to our General Business
Conditions shall rank behind all the pledges over the Accounts granted to the Collateral Agent by
the Pledgor pursuant to the Account Pledge Agreement dated on or around December 17, 2010
of which we have been notified by the Pledgor.



We take note of the fact that until notice to the contrary from the Collateral 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




[•] 

[•] 

[•] 

[•] 

Fax: [•]



 





(duly authorised signatory of the Account Bank)









- 13 -









 








Signatories





- 14 -











 





EXECUTION COPY




NOVELIS SWITZERLAND SA

as Pledgor




and

BANK OF AMERICA, N.A.

as Collateral Agent




and




other Parties

as Pledgees




 





FIRST RANKING ACCOUNT PLEDGE AGREEMENT

(VERPFÄNDUNG VON BANKKONTEN)




 









 









 








	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	1. DEFINITIONS AND LANGUAGE
	 	 	2	 
	2. CREATION OF PLEDGES
	 	 	4	 
	3. SECURED OBLIGATIONS
	 	 	5	 
	4. DISPOSALS OVER ACCOUNT
	 	 	5	 
	5. REALISATION OF THE PLEDGES
	 	 	6	 
	6. WAIVER OF PLEDGORS’ DEFENSES AND OF SUBROGATION RIGHTS
	 	 	8	 
	7. RELEASE OF THE PLEDGES
	 	 	8	 
	8. DURATION AND INDEPENDENCE
	 	 	9	 
	9. REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	10. UNDERTAKINGS OF THE PLEDGOR
	 	 	10	 
	11. LIMITATION OF ENFORCEMENT
	 	 	12	 
	12. ECONOMIC OWNERSHIP OF THE ACCOUNTS
	 	 	13	 
	13. INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT
	 	 	13	 
	14. NOTICES
	 	 	13	 
	15. WAIVER
	 	 	14	 
	16. COUNTERPARTS
	 	 	15	 
	17. GOVERNING LAW AND JURISDICTION
	 	 	15	 
	18. LIABILITY AND INDEMNIFICATION
	 	 	15	 
	19. AMENDMENTS
	 	 	16	 
	20. ANNEXES, SCHEDULES
	 	 	16	 
	21. SEVERABILITY
	 	 	16	 
	SCHEDULE 1 List of Lenders and other Secured Parties
	 	 	- 1 -	 
	SCHEDULE 2 List of Bank Accounts
	 	 	- 2 -	 
	SCHEDULE 3 Notice of Pledge
	 	 	- 3 -	 
	SCHEDULE 4 Form of Acknowledgement
	 	 	- 5 -	 






 









 





This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on December 17, 2010




Among:





	(1)	 	Novelis Switzerland SA, a stock corporation organized under the laws of Switzerland, having
its business address at Route des Laminoirs 15, 3960 Sierre, Switzerland (the “Pledgor”);
	 
	(2)	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A. in its capacity as collateral agent under the ABL Credit Agreement
(as defined below) (the “Collateral Agent”);
	 
	(3)	 	the institutions listed in Schedule 1 (List of Lenders and other Secured Parties) hereto in
their capacity as lenders or other secured parties under or in connection with the ABL Credit
Agreement (as defined below), (together with the Original Pledgee 1, the “Original Pledgees”);
and
	 
	(4)	 	the Future Pledgees, as defined herein.





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act as Holdings, the Subsidiary
Guarantors, the Lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender, the lenders thereunder have agreed to grant revolving loans and
other extensions of credit (the “Loans”) to the ABL Borrowers.
	 
	(B)	 	It is one of the conditions for granting the Loans that the Pledgor enters into this
Agreement.
	 
	(C)	 	The Pledgor has agreed to grant a first ranking pledge to the Pledgees over its Accounts (as
defined below) as security for the Pledgees respective claims in connection with the ABL
Credit Agreement.
	 
	(D)	 	In connection with a term loan credit agreement dated on or about December 17, 2010 (the
“Term Loan Credit Agreement” together with the ABL Credit Agreement, the “Credit Agreements”),
the Pledgor has agreed to grant a second ranking pledge over its Accounts as security for the
obligations arising under or in




 









 






	 	 	connection with the Term Loan Credit Agreement, by way of a separate agreement.
	 
	(E)	 	The Pledgor and other members of the group have entered or will enter into certain cash
pooling arrangements (the “Cash Pooling Arrangements”), including the DB Cash Pooling
Arrangements and the Commerzbank Cash Pooling Agreement (each term as defined in the ABL
Credit Agreement). In connection with the change of the cash management system of the Novelis
group the Pledgor intends to, inter alia, open new accounts with Deutsche Bank AG (“Deutsche
Bank Accounts”).
	 
	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	In this Agreement:




“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit Agreement.



“Abstract Acknowledgement of Indebtedness” shall mean the agreement on the abstract acknowledgement
of indebtedness (Abstraktes Schuldanerkenntnis) entered into among Novelis Deutschland GmbH and
Novelis Aluminium Holding Company with the Collateral Agent on or about the date hereof in
connection with the ABL Credit Agreement.



“Account Banks” shall mean a credit institution administering any of the Accounts, including the
banks specified as account banks in Schedule 2 (List of Bank Accounts) and “Account Bank” shall
mean any of them.



“Accounts” shall mean all bank accounts (including without limitation giro accounts and accounts
for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits
(Tagesgeldeinlagen)) which the Pledgor holds at present or may at any time hereafter open with any
credit institution in the Federal Republic of Germany including any sub-account, renewal,
redesignation or replacement thereof (including but not limited to the accounts specified in
Schedule 2 (List of Bank Accounts)) and “Account” means any one of them.



“Future Pledgee” shall mean any Person that (i) is a transferee with respect to 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) becomes a creditor of a Loan Party, as a
successor of a Pledgee, a Future Pledgee or otherwise or by way or becoming a lender, issuing bank
or agent, in each case, under the ABL Credit Agreement or any other Loan Document and/or (iii)
accedes to this agreement by ratification pursuant to sub-clause 3.3 hereof as a pledgee.







2









 







“Lenders” has the meaning given in the ABL 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.



“Secured Obligations” shall mean (a) obligations of the ABL 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 Insolvency Proceeding, regardless of
whether allowed or allowable in such proceeding) on the ABL 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 ABL 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, (iii)
Extraordinary Expenses and (iv) 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 Insolvency Proceeding, regardless of whether
allowed or allowable in such proceeding), of the ABL Borrowers and the other Loan Parties under the
ABL Credit Agreement and the other Loan Documents, (b) the due and punctual payment of all Secured
Bank Product Obligations, and (c) the Abstract Acknowledgement of Indebtedness.





	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 ABL 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 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.




3









 






	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 (including, for the avoidance of doubt, the Deutsche Bank
Accounts to be opened after the date hereof); 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. 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 ABL Credit
Agreement or any other Loan Document 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.




4









 






	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 the Accounts, including the Account
Banks’ 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 all Secured Obligations. The Pledgor
hereby expressly agrees that the provisions of Section 1210 para. 1 sentence 2 of the German
Civil Code shall not apply to this Agreement.
	 
	3.2	 	The Pledgees hereby agree, for the benefit of the pledgees (the “Term Loan Account Pledgees”)
under the account pledge agreement among, inter alios, Bank of America, N.A. as collateral
agent under the Term Loan Credit Agreement and the Pledgor dated on or around the date hereof
(the “Term Loan Account Pledge Agreement”) (echter Vertrag zu Gunsten Dritter), that any
security over any Pari Passu Priority Collateral (as defined in the Intercreditor Agreement)
granted hereunder shall rank in personam (schuldrechtlich) vis-a-vis the Term Loan Account
Pledgees (inter partes) behind any security over any Pari Passu Priority Collateral (as
defined in the Intercreditor Agreement) granted under the Term Loan Account Pledge Agreement,
in each case in accordance with the terms of the Intercreditor Agreement.
	 
	4.	 	DISPOSALS OVER ACCOUNT
	 
	4.1	 	In relation to the Accounts Banks, the Pledgor shall be authorized to dispose over (verfügen)
its Accounts in the ordinary course of business. This authorization




5









 






	 	 	shall, in particular, include the right to withdraw and transfer funds from the Accounts.
The Accounts may only be closed to the extent and under the conditions permitted under the
ABL Credit Agreement (including, for the avoidance of doubt, as permitted in connection
with any changes to the Cash Pooling Arrangements). 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 each 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 Accounts.
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:




6









 






	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);
	 
	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	 	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.
	 
	5.6	 	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.
	 
	5.7	 	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.




7









 






	6.	 	WAIVER OF PLEDGORS’ DEFENSES 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
ABL 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. If the Collateral Agent is authorized to
release in whole or in any part any pledges under the ABL Credit Agreement, the Collateral
Agent is authorized to release such Pledges under this Agreement.
	 
	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 realized 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




8









 






	 	 	(Sicherheitenfreigabe) as the Pledgees may in their reasonable discretion determine so as
to reduce the realizable 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	 	it is the unrestricted legal and economic owner of its Accounts;
	 
	9.2	 	it does not own any other accounts in the Federal Republic of Germany other than the
Accounts;
	 
	9.3	 	the information provided in this Agreement relating to the Accounts is accurate and complete
in all material respects;
	 
	9.4	 	the Accounts are free from any liens, rights of retention (Zurückbehaltungsrechte), other
encumbrances and other third party rights except to the extent permitted as a Permitted Lien
(as defined in the ABL Credit Agreement);




9









 






	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 Bank)
first-ranking priority and will rank ahead of any current or future third party security
interest over the Accounts (except for pledges over accounts to customers or other third
parties in a manner permitted by Section 6.02 of the ABL Credit Agreement);
	 
	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 LLP 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 ordnungsmäßiger 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 confirmation vis-à-vis the Collateral Agent of the receipt of the notice;
	 
	10.2	 	to ensure that its Account Banks releases the Accounts from any charges (pledges, rights of
retention, rights of set-off, etc.), including charges created pursuant to the Account Bank’s
standard terms and conditions (Allgemeine Geschäftsbedingungen), or subordinate such rights,
by the relevant 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 Collateral Agent 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, to deliver to the
Collateral Agent information on the current status of the Account;




10









 






	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;
provided that the Net Cash Proceeds Accounts (as defined in the Intercreditor Agreement) shall
be subject to the first ranking pledge of the Collateral Agent under the Term Loan Credit
Agreement acting on behalf of the pledgees. Notwithstanding the foregoing, accounts pledged to
customers or other third parties in a manner permitted by Section 6.02 of the ABL Credit
Agreement need not be pledged hereunder;
	 
	10.6	 	not to close or to terminate the Accounts except as permitted under, and under the conditions
provided, in the ABL Credit Agreement (including, for the avoidance of doubt, as permitted in
connection with any changes to the Cash Pooling Arrangements);
	 
	10.7	 	not to transfer the Accounts to another bank or relocate the Accounts to another branch of
the Account Bank unless such transfer does not affect the Pledges and except as permitted, and
under the conditions provided, under the ABL Credit Agreement (including, for the avoidance of
doubt, as permitted in connection with any changes to the Cash Pooling Arrangements);
	 
	10.8	 	to obtain the Collateral Agent’s written consent, unless otherwise provided in the ABL Credit
Agreement (including, for the avoidance of doubt, as provided in connection with any changes
to the Cash Pooling Arrangements) 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;




11









 






	10.9	 	not to create or permit to subsist any encumbrance, except for any Permitted Lien, over 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




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 ABL Credit Agreement shall
apply to any enforcement of the Pledges and to the proceeds of such enforcement.







12









 









	12.	 	ECONOMIC OWNERSHIP OF THE ACCOUNTS




The Pledgor hereby declares pursuant to Section 8 of the German Money Laundering Act
(Geldwäschegesetz) that it is the economic owner (wirtschaftlicher Berechtigter) of the 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 Accounts.





	13.	 	INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT




In the event of a direct conflict between the terms and provisions contained in this Agreement and
the terms and provisions contained in the ABL Credit Agreement, it is the intention of the parties
hereto that such terms and provisions in such documents shall be read together and construed, to
the fullest extent possible, to be in concert with each other. In the event of any actual,
irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of the ABL
Credit Agreement shall govern and control. 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 (a) the provisions of the intercreditor agreement, dated on or
about December 17, 2010 (the “Intercreditor Agreement”), among the grantors party thereto; Bank of
America, N.A., as Revolving Credit Administrative Agent and Revolving Credit Collateral Agent; and
Bank of America, N.A., as Term Loan Administrative Agent and ABL Collateral Agent (each term as
defined therein) and (b) the provisions of section 11.22 of the ABL Credit Agreement; for the
avoidance of doubt, the in rem aspects of the security granted under this Agreement shall be
exclusively governed by this 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. Except as provided for in this paragraph, notwithstanding
anything herein to the contrary, the ABL Credit Agreement, including Article X thereof, shall
govern and control the exercise of remedies by Collateral Agent.





	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: 	 	 Bank of America, N.A.




13









 






	 	 	 	135 S. LaSalle, Suite 927, IL4-135-09-27,

Chicago, IL 60603,

U.S.A.
	 
	 	Attention: 

Fax:
	 	 Account Officer


 + 1 312-453-5555






	14.1.2	 	If to Pledgor:






	 	Address: 	 	Novelis Switzerland SA

 Route des Laminoirs,
	 	
Attention:
Fax:	 	3960 Sierre, Switzerland 

 General Manager

 + 41.27.457-6525
	 
	 	with a copy to:
	 
	 	 	 	
Novelis AG

	 	Address:

Attention:
Fax: 	 	

Sternenfeldstrasse 19

8700 Küsnacht, Zurich, Switzerland

 Legal Counsel

 + 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.




14









 






	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.
	 
	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 11.03 of the ABL
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




15









 






	 	 	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 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.




16









 











SCHEDULE 1

List of Lenders and other Secured Parties





	1.	 	Bank of America, N.A.
	 
	2.	 	Citibank, N.A.
	 
	3.	 	JPMorgan Chase Bank, N.A.
	 
	4.	 	The Royal Bank of Scotland plc
	 
	5.	 	UBS AG, Stamford Branch




- 1 -









 











SCHEDULE 2




List of Bank Accounts



Novelis Switzerland SA



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank / Account	 	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	Location	 	Type of Account	 	Account Number	 	Contact	 	Address
	Novelis
Switzerland 

SA

	 	EUR
	 	Commerzbank

Berlin
	 	Cash Pool Account
	 	 	 	Frank Bauer
Tel.: +49-30-26534209
Email:

frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis

Switzerland SA

	 	CHF
	 	Commerzbank

Berlin
	 	Cash Pool Account
	 	 	 	Frank Bauer
Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis

Switzerland SA

	 	USD
	 	Commerzbank

Berlin
	 	Cash Pool Account
	 	 	 	Frank Bauer
Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Novelis

Switzerland SA

	 	GBP
	 	Commerzbank

Berlin
	 	Cash Pool Account
	 	 	 	Frank Bauer
Tel.: +49-30-26534209
Email:
frank-bauer@commerzbank.com
	 	Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany






- 2 -









 





SCHEDULE 3

Notice of Pledge




[Letterhead of Pledgor]



	 	 	 

	From:

	 	Novelis Switzerland SA

Route des Laminoirs 15, 3960 Sierre, Switzerland
	 
	To:

	 	[Account Bank]

[Address]

[City]

Germany
	 
	Date:

	 	[ ]
	 	 	 
	Re:

	 	Account No. [•] (the “Account”)





We hereby give you the notice that by a pledge agreement dated on or about December 17, 2010 (the
“Account Pledge Agreement”) we have pledged in favor of Bank of America, N.A. (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 the above Account(s) (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 the
Account(s) 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 Account(s).



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 Bank of America, N.A., having its business address at 135
S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 60603, U.S.A.,






- 3 -









 







fax number + 1 312-453-5555, to the attention of the Account Officer, in its capacity as Collateral
Agent with a copy to ourselves.



Yours faithfully,




For and on behalf of

Novelis Switzerland SA




- 4 -









 





SCHEDULE 4

Form of Acknowledgement



Letterhead of Account Bank




	 	 	 

	From:

	 	[•]
	 

	 	(the Account Bank)
	 
	To:

	 	Bank of America, N.A.
	 

	 	as Collateral Agent
	 

	 	135 S. LaSalle, Suite 927, IL4-135-09-27,
	 

	 	Chicago, IL 60603,
	 

	 	U.S.A.
	 
	 

	 	Fax:       + 1 312-453-5555
	 

	 	Attention:       Account Officer
	 
	Copy to:

	 	Novelis Switzerland SA
	 

	 	Route des Laminoirs, 3960 Sierre, Switzerland
	 
	 

	 	Fax:       +41-27-457-6525
	 

	 	Attention:       General Manager





Date: (                    )




Acknowledgement of Receipt of Notification of Pledge according to Account Pledge Agreement dated
December 17, 2010 — 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(s) nor are we aware of any third party rights in relation
to the Account(s), which rank in priority before the pledges over the Account(s) granted to the
Collateral 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(s) or invoke any rights of
retention in relation to the Account(s) during the existence of the pledge, other than in relation
to charges payable in connection with the maintenance of the Account(s) or other bank charges or
fees payable in the ordinary course of business or in relation to






- 5 -









 







amounts arising from the return of direct debits or cheques credited to the above Account(s).



We agree that the pledge in our favour over the Account(s) granted pursuant to our General Business
Conditions shall rank behind all the pledges over the Account(s) granted to the Collateral Agent
and the other Pledgees by the Pledgor pursuant to the Account Pledge Agreement dated on or around
December 17 2010 of which we have been notified by the Pledgor.



We take note of the fact that until notice to the contrary from the Collateral Agent to be served
to us as Account Bank, the Pledgor may continue to operate the Account(s) and in particular may
dispose over the amounts standing to the credit of the Account(s).




Please send such aforesaid notice directly to




	 	 	 

	 

	 	[Account Bank to insert notice details]
	 

	 	[Address]
	 

	 	Fax: [•]






 


(duly authorised signatory of the Account Bank)




- 6 -









 





Signatories

















 





Execution Copy




NOVELIS ALUMINIUM HOLDING COMPANY

NOVELIS INC.

NOVELIS LUXEMBOURG S.A.

as Pledgors




and



BANK OF AMERICA, N.A.

as Collateral Agent and Original Pledgee 1



and



other Parties

as Pledgees



 





FIRST RANKING ACCOUNT PLEDGE AGREEMENT

(VERPFÄNDUNG VON BANKKONTEN)



 










 









 








	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	1. DEFINITIONS AND LANGUAGE
	 	 	2	 
	2. CREATION OF PLEDGES
	 	 	4	 
	3. SECURED OBLIGATIONS
	 	 	5	 
	4. DISPOSALS OVER ACCOUNTS
	 	 	6	 
	5. REALISATION OF THE PLEDGES
	 	 	6	 
	6. WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS
	 	 	8	 
	7. RELEASE OF THE PLEDGES
	 	 	8	 
	8. DURATION AND INDEPENDENCE
	 	 	9	 
	9. REPRESENTATIONS AND WARRANTIES
	 	 	9	 
	10. UNDERTAKINGS OF THE PLEDGORs
	 	 	10	 
	11. ECONOMIC OWNERSHIP OF THE ACCOUNTS
	 	 	12	 
	12. INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT
	 	 	13	 
	13. NOTICES
	 	 	13	 
	14. WAIVER
	 	 	15	 
	15. COUNTERPARTS
	 	 	15	 
	16. GOVERNING LAW AND JURISDICTION
	 	 	15	 
	17. LIABILITY AND INDEMNIFICATION
	 	 	15	 
	18. AMENDMENTS
	 	 	16	 
	19. ANNEXES, SCHEDULES
	 	 	16	 
	20. SEVERABILITY
	 	 	16	 
	SCHEDULE 1 List of Lenders and other Secured Parties
	 	 	- 1 -	 
	SCHEDULE 2 PART I List of Bank Accounts of Pledgor 1
	 	 	- 2 -	 
	SCHEDULE 2 PART II List of Bank Accounts of Pledgor 2
	 	 	- 2 -	 
	SCHEDULE 2 PART III List of Bank Accounts of Pledgor 3
	 	 	- 2 -	 
	SCHEDULE 3 Notice of Pledge
	 	 	- 4 -	 











 









 







This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on December 17, 2010




Among:





	(1)	 	Novelis Aluminium Holding Company, a company incorporated under the laws of Ireland, with its
registered office at 25/28 North Wall Quay, Dublin 1, Ireland, registered with the Irish
Register of Companies under no. 319611, (the “Pledgor 1”);






	(2)	 	Novelis Inc., is a corporation incorporated under the laws of Canada, having its head office
at Two Alliance Center, 3560 Lennox Road, Suite 2000, Atlanta, GA 30326, U.S.A., registered
under the corporate registration number 765937-7, (the “Pledgor 2”);






	(3)	 	Novelis Luxembourg S.A., a company with limited liability existing under the laws of
Luxembourg, having its registered office at Zone Industrielle Riedgen L-3401 Dudelange,
registered with the Trade and Companies Register under number B 19.358, (the “Pledgor 3” and
together with the Pledgor 1 and the Pledgor 2 the “Pledgors”);






	(4)	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A. (in its capacity as collateral agent under the ABL Credit Agreement
(as defined below), the “Collateral Agent”);






	(5)	 	the institutions listed in Schedule 1 (List of Lenders and other Secured Parties) hereto in
their capacity as lenders or other secured parties under or in connection with the ABL Credit
Agreement (as defined below), (together with the Collateral Agent, the “Original Pledgees”);
and






	(6)	 	the Future Pledgees, as defined herein.





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act as Holdings, the Subsidiary
Guarantors, the Lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender, the lenders thereunder have agreed to grant revolving loans and
other extensions of credit (the “Loans”) to the ABL Borrowers.




1









 












	(B)	 	It is one of the conditions for granting the Loans that the Pledgors enter into this
Agreement.






	(C)	 	The Pledgors have agreed to grant a first ranking pledge to the Pledgees over its respective
Accounts (as defined below) as security for the Pledgees’ respective claims in connection with
the ABL Credit Agreement.






	(D)	 	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 term loan credit agreement dated on or about the date hereof (the “Term Loan Credit
Agreement”).






	(E)	 	The Pledgor and other members of the group have entered or will enter into certain cash
pooling arrangements (the “Cash Pooling Arrangements”), including the DB Cash Pooling
Arrangements and the Commerzbank Cash Pooling Agreement (each term as defined in the ABL
Credit Agreement). In connection with the change of the cash management system of the Novelis
group the Pledgor intends to , inter alia, open new accounts with Deutsche Bank AG (“Deutsche
Bank Accounts”).






	1.	 	DEFINITIONS AND LANGUAGE






	1.1	 	In this Agreement:




“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit Agreement.



“Abstract Acknowledgement of Indebtedness” shall mean the agreement on the abstract acknowledgement
of indebtedness (Abstraktes Schuldanerkenntnis) entered into among Novelis Deutschland GmbH and
Novelis Aluminium Holding Company with the Collateral Agent on or about the date hereof in
connection with the ABL Credit Agreement.



“Account Banks” shall mean a credit institution administering any of the Accounts, including the
banks specified as account banks in Schedule 2 (List of Bank Accounts) and “Account Bank” shall
mean any of them.



“Accounts” shall mean all bank accounts (including without limitation giro accounts and accounts
for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits
(Tagesgeldeinlagen)) which a Pledgor holds at present or may at any time hereafter open with any
credit institution in the Federal Republic of Germany including any sub-account, renewal,
redesignation or replacement thereof (including but not limited to the accounts specified in
Schedule 2 Part I (List of Bank Accounts) and “Account” means any one of them.







2









 







“Future Pledgee” shall mean any Person that (i) is a transferee with respect to 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) becomes a creditor of a Loan Party, as a
successor of a Pledgee, a Future Pledgee or otherwise or by way or becoming a lender, issuing bank
or agent, in each case under the ABL Credit Agreement or any other Loan Document and/or (iii)
accedes to this agreement by ratification pursuant to sub-clause 3.3 hereof as a pledgee.



“Lenders” has the meaning given in the ABL Credit Agreement.



“Pledgees” shall mean the Original Pledgees and the Future Pledgees, and “Pledgee” means any of
them.



“Pledges” shall mean the pledges created pursuant to Clause 2.



“Secured Obligations” shall mean (a) obligations of the ABL 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 Insolvency Proceeding, regardless of
whether allowed or allowable in such proceeding) on the ABL 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 ABL 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, (iii)
Extraordinary Expenses and (iv) 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 Insolvency Proceeding, regardless of whether
allowed or allowable in such proceeding), of the ABL Borrowers and the other Loan Parties under the
ABL Credit Agreement and the other Loan Documents, (b) the due and punctual payment of all Secured
Bank Product Obligations, and (c) the Abstract Acknowledgement of Indebtedness.





	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 ABL 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.




3









 












	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	 	Each 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 (including, for the avoidance of doubt, the Deutsche Bank
Accounts to be opened after the date hereof); 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. 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 ABL Credit
Agreement or any other Loan Document shall be secured by the Pledges constituted hereunder.




4









 












	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 Banks’ 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 all Secured Obligations. Each Pledgor
hereby expressly agrees that the provisions of Section 1210 para. 1 sentence 2 of the German
Civil Code shall not apply to this Agreement.






	3.2	 	The Pledgees hereby agree, for the benefit of the pledgees (the “Term Loan Account Pledgees”)
under the account pledge agreement among, inter alios, Bank of America, N.A. as collateral
agent under the Term Loan Credit Agreement and the Pledgors dated on or around the date hereof
(the “Term Loan Account Pledge Agreement”) (echter Vertrag zu Gunsten Dritter), that any
security over any Pari Passu Priority Collateral (as defined in the Intercreditor Agreement)
granted hereunder shall rank in personam (schuldrechtlich) vis-a-vis the Term Loan Account
Pledgees (inter partes) behind any security over any Pari Passu Priority Collateral (as
defined in the Intercreditor Agreement) granted under the Term Loan Account Pledge Agreement,
in each case in accordance with the terms of the Intercreditor Agreement.




5









 






	4.	 	DISPOSALS OVER ACCOUNTS






	4.1	 	In relation to the Account Banks, each 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. The
Accounts may only be closed to the extent and under the conditions permitted under the ABL
Credit Agreement and (including, for the avoidance of doubt, as permitted in connection with
any changes to the Cash Pooling Arrangements). 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 each 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 any Pledgor over any amounts standing to the credit on the
respective Account. The Collateral Agent shall notify the relevant 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 relevant 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 relevant Pledgor at least 10 (ten) Business Days prior
written notice of the intention to realize any of the Pledges (the




6









 






	 	 	“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 relevant Pledgor ceases to make payments to third parties generally (within the meaning
of the relevant rules of the applicable insolvency regime);






	5.4.2	 	the relevant Pledgor becomes over-indebted (within the meaning of the relevant rules of the
applicable insolvency regime);






	5.4.3	 	the relevant Pledgor files an application for the institution of insolvency proceedings,
examinerships 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 relevant 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 relevant
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 relevant Pledgor. In particular, the Collateral Agent
may, on behalf of the relevant 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 Pledgors 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
relevant 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 its Accounts.




7









 












	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.
	 
	6.	 	WAIVER OF PLEDGORS’ DEFENCES AND OF SUBROGATION RIGHTS






	6.1	 	The Pledgors 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 a 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 relevant Pledgor by subrogation or otherwise. Further, the relevant
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 ABL 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 Pledgors confirm to the Pledgors
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
Pledgors. 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. If the Collateral Agent is authorized to
release in whole or in part any pledges under the ABL Credit Agreement, the Collateral Agent
is authorized to release the Pledges under this Agreement.






	7.2	 	At any time when the total value of the aggregate security granted by a Pledgor to secure the
Secured Obligations (the “Security”) which can be expected to be




8









 






	 	 	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 relevant 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 Pledgors 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




Each 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 Accounts;






	9.2	 	it does not own any other accounts in the Federal Republic of Germany other than the
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




9









 






	 	 	to the extent permitted as a Permitted Lien (as defined in the ABL Credit 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 (except for pledges over accounts to customers or other third
parties in a manner permitted by Section 6.02 of the ABL Credit Agreement);






	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 LLP in relation hereto; and






	9.7	 	it has not ceased payments within the meaning of the relevant rules of the applicable
insolvency regime nor is it over-indebted within the meaning of the relevant rules of the
applicable insolvency regime, nor is it illiquid/imminently illiquid within the meaning of the
relevant rules of the applicable insolvency regime.
	 
	10.	 	UNDERTAKINGS OF THE PLEDGORS




Each 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 over the Accounts, and to obtain
from each such Account Bank a confirmation of the receipt of the notice vis-à-vis the
Collateral Agent;






	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 relevant 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 Collateral Agent does not affect the
validity or enforceability of the Pledges;




10









 












	10.3	 	upon the occurrence of an Event of Default which is continuing, each 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
Pledgors’ 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
Pledgors 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;
provided that the Net Cash Proceeds Accounts (as defined in the Intercreditor Agreement) shall
be subject to the first ranking pledge of the Collateral Agent under the Term Loan Credit
Agreement acting on behalf of the pledgees. Notwithstanding the foregoing, accounts pledged to
customers or other third parties in a manner permitted by Section 6.02 of the ABL Credit
Agreement need not be pledged hereunder;






	10.6	 	not to close or to terminate the Accounts except as permitted under, and under the conditions
provided in the ABL Credit Agreement (including, for the avoidance of doubt, as permitted in
connection with any changes to the Cash Pooling Arrangements);






	10.7	 	not to transfer any of the Accounts to another bank or relocate any of the Accounts to
another branch of the relevant Account Bank unless such transfer does not affect the Pledges
and except as permitted, and under the conditions provided, under the ABL Credit Agreement
(including, for the avoidance of doubt, as permitted in connection with any changes to the
Cash Pooling Arrangements);






	10.8	 	to obtain the Collateral Agent’s written consent, unless otherwise provided in the ABL Credit
Agreement (including, for the avoidance of doubt, as provided in connection with any changes
to the Cash Pooling Arrangements), prior to the establishment of a new account, including any
sub-account, re-designated account




11









 






	 	 	or re-numbered account pursuant to Clause 2.1.1(B) above. Upon the Pledgees’ request, the
Pledgors 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 relevant 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 Pledgors 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	 	each 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.	 	ECONOMIC OWNERSHIP OF THE ACCOUNTS




Each Pledgor hereby declares pursuant to Section 8 of the German Money Laundering Act
(Geldwäschegesetz) that it is the economic owner (wirtschaftlicher Berechtigter) of its 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 Accounts.








12









 








12. INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT



In the event of a direct conflict between the terms and provisions contained in this Agreement and
the terms and provisions contained in the ABL Credit Agreement, it is the intention of the parties
hereto that such terms and provisions in such documents shall be read together and construed, to
the fullest extent possible, to be in concert with each other. In the event of any actual,
irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of the ABL
Credit Agreement shall govern and control. 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 (a) the provisions of the intercreditor agreement, dated on or
about December 17, 2010 (the “Intercreditor Agreement”), among the grantors party thereto; Bank of
America, N.A., as Revolving Credit Administrative Agent and Revolving Credit Collateral Agent; and
Bank of America, N.A., as Term Loan Administrative Agent and Term Loan Collateral Agent (each term
as defined therein) and (b) the provisions of section 11.22 of the ABL Credit Agreement; for the
avoidance of doubt, the in rem aspects of the security granted under this Agreement shall be
exclusively governed by this 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. Except as provided for in this paragraph, notwithstanding
anything herein to the contrary, the ABL Credit Agreement, including Article X thereof, shall
govern and control the exercise of remedies by Collateral Agent.





	13.	 	NOTICES






	13.1	 	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:





	 	 	 	 	 

	13.1.1	 	If to the Pledgees and Collateral Agent:
	 
	 	 	 	 
	 

	 	Address:
	 	Bank of America, N.A.
	 

	 	 	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	 	 	Chicago, IL 60603,
	 

	 	 	 	U.S.A

Attention: Account Officer
	 

	 	 	 	Fax: + 1 312-453-5555
	 
	 	 	 	 
	13.1.2	 	If to Pledgor 1:






13









 






	 	 	 	 	 

	 

	 	Address:
	 	Novelis Aluminium Holding Company
	 

	 	 	 	25/28 North Wall Quay,
	 

	 	 	 	Dublin 1, Irland
	 

	 	Attention:
	 	Secretary
	 
	 	 	 	 
	 

	 	Fax:
	 	+3531 6492649
	 
	 	 	 	 
	13.1.3	 	If to Pledgor 2:
	 
	 	 	 	 
	 

	 	Address:
	 	Novelis Inc.
	 

	 	 	 	Two Alliance Center, 3560 Lennox Road, Suite 2000
	 

	 	 	 	Atlanta, GA 30326
	 

	 	 	 	U.S.A.
	 

	 	Attention:
	 	Randal P. Miller
	 
	 	 	 	 
	 

	 	Fax:
	 	+1-404-760-0124
	 
	 	 	 	 
	13.1.4	 	If to Pledgor 3:
	 
	 	 	 	 
	 

	 	Address:
	 	Novelis Luxembourg S.A.
	 

	 	 	 	Zone Industrielle
	 

	 	 	 	Riedgen L-3401 Dudelange
	 

	 	 	 	Luxembourg
	 

	 	Attention:
	 	Plant Manager
	 
	 	 	 	 
	 

	 	Fax:
	 	+352518664210
	 
	 	 	 	 
	 

	 	With a copy to	 	 
	 

	 	 	 	Novelis AG
	 

	 	 	 	Sternenfeldstr. 19
	 

	 	 	 	CH-8700 Küsnacht ZH
	 

	 	 	 	+41 443862309
	 

	 	Attention:
	 	Legal Department
	 
	 	 	 	 
	 

	 	Fax:
	 	+41 443862309
	 
	 	 	 	 
	 	 	or to such other address as the recipient may notify or may have notified to the other
party in writing.
	 
	 	 	 	 
	13.2	 	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.






14









 







	14.	 	WAIVER






	14.1	 	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.






	14.2	 	Any rights of the Pledgees pursuant to this Agreement, including the rights under this
Clause, may be waived only in writing.
	 
	15.	 	COUNTERPARTS






	15.1	 	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.
	 
	16.	 	GOVERNING LAW AND JURISDICTION






	16.1	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.






	16.2	 	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 Pledgors before any other court having
jurisdiction over any Pledgor or any of the Pledgors’ assets.
	 
	17.	 	LIABILITY AND INDEMNIFICATION






	17.1	 	Without extending the Collateral Agent’s liability as set forth in Section 11.03 of the ABL
Credit Agreement, neither of the Pledgees nor the Collateral Agent shall be liable for any
loss or damage suffered by the Pledgors except for such loss or




15









 






	 	 	damage which is incurred as a result of the willful misconduct or gross negligence of a
Pledgee or the Collateral Agent.






	17.2	 	The Pledgors 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.
	 
	18.	 	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.





	19.	 	ANNEXES, SCHEDULES




All Schedules to this Agreement shall form an integral part hereof.





	20.	 	SEVERABILITY






	20.1	 	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.






	20.2	 	To the extent that the Pledges have not been properly created or, where applicable, their
nominal denominations have not been made in Euro, the Pledgors 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




16









 






	 	 	invalid or otherwise affect the perfection and enforceability of the security interest
created thereby) re-execute this Agreement.










17









 








SCHEDULE 1

List of Lenders and other Secured Parties





	1.	 	Bank of America, N.A.






	2.	 	Citibank, N.A.






	3.	 	JPMorgan Chase Bank, N.A.






	4.	 	The Royal Bank of Scotland plc






	5.	 	UBS AG, Stamford Branch










 - 1 - 









 








SCHEDULE 2 PART I

List of Bank Accounts of Pledgor 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank / Account	 	 	Bank Sort	 	 	Type of	 	 	Account	 	 	 	 	 	 	 
	Account Holder	 	Currency	 	 	Location	 	 	Code	 	 	Account	 	 	Number	 	 	Contact	 	Address	 
	Novelis Aluminium

	 	EUR
	 	DB Hannover
	 	 	25070024 	 	 	Business
	 	 		 	 	Achim Keiser
	 	Deutsche Bank AG

	Holding Company
	 	 	 	 	 	 	 	 	 	 	 	 	 	account
	 	 		 	 	 	 	 	 	Georgsplatz 20

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	30159 Hannover

	 
	 	 
	 	 
	 	 	 	 	 	 
	 	 		 	 	 
	 	Germany

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 
	Novelis Aluminium
	 	EUR
	 	Commerzbank AG
	 	 	10040000 	 	 	 	 	 	 	 		 	 	Frank Bauer
	 	Commerzbank AG,

	Holding Company
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 		 	 	Tel.: +49-30-26534209
	 	Potsdamer Str. 125,

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 	Email:
	 	10783 Berlin,

	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 		 	 	frank-bauer@commerzbank.com
	 	Germany












 - 2 - 









 








SCHEDULE 2 PART II

List of Bank Accounts of Pledgor 2




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank / Account	 	Bank Sort	 	Type of	 	 	 	 	 	 
	Account Holder	 	Currency	 	Location	 	Code	 	Account	 	Account Number	 	Contact	 	Address
	Novelis Inc.

	 	EUR
	 	DB Hannover
	 	 	25070024	 	 	Business account
	 	 	 	 	 	Achim Keiser
	 	Deutsche Bank AG

Georgsplatz 20

30159 Hannover

Germany











 - 3 - 









 








SCHEDULE 2 PART III

List of Bank Accounts of Pledgor 3




Commerzbank AG




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank / Account	 	Bank Sort	 	Type of	 	 	 	 	 	 
	Account Holder	 	Currency	 	Location	 	Code	 	Account	 	Account Number	 	Contact	 	Address
	Novelis Luxembourg 

SA

	 	EUR
	 	Commerzbank
	 	 	10040000	 	 	Cash pool
	 	 
	 	Frank Bauer, Oliver Lipska
Tel: +49 30 2653 4209
frank.bauer@commerzbank.com
Oliver.lipska@commerzbank.com
	 	Commerzbank

Postdamer Strasse

125

B-10783 Berlin

Germany
	 
	Novelis Luxembourg 

SA

	 	GBP
	 	Commerzbank
	 	 	10040000	 	 	Cash pool
	 	 
	 	Frank Bauer, Oliver Lipska
Tel: +49 30 2653 4209
frank.bauer@commerzbank.com
Oliver.lipska@commerzbank.com
	 	Commerzbank

Postdamer Strasse

125

B-10783 Berlin

Germany
	 
	Novelis Luxembourg 

SA

	 	USD
	 	Commerzbank
	 	 	10040000	 	 	Cash pool
	 	 
	 	Frank Bauer, Oliver Lipska
Tel: +49 30 2653 4209
frank.bauer@commerzbank.com
Oliver.lipska@commerzbank.com
	 	Commerzbank

Postdamer Strasse

125

B-10783 Berlin

Germany






 - 4 - 









 






Deutsche Bank AG




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bank / Account	 	Bank Sort	 	Type of	 	 	 	 	 	 
	Account Holder	 	Currency	 	Location	 	Code	 	Account	 	Account Number	 	Contact	 	Address
	Novelis Luxembourg 

SA

	 	EUR
	 	DB Hannover
	 	 	25070024	 	 	Cash pool
	 	 
	 	Achim Keiser
	 	Deutsche Bank AG

Georgsplatz 20

30159 Hannover

Germany











 - 5 - 









 








SCHEDULE 3

Notice of Pledge




[Letterhead of Pledgor]



	 	 	 

	From:

	 	Novelis Aluminium Holding Company
	 

	 	25/28 North Wall Quay
	 

	 	Dublin 1
	 

	 	Ireland
	 
	 	 
	To:

	 	[Account Bank]
	 
	 	 
	Date:

	 	[    ]
	 
	 	 
	Re:

	 	Accounts Nos. [•] (the “Accounts”)





We hereby give you the notice that by a pledge agreement on or about December 17, 2010 (the
“Account Pledge Agreement”) we have pledged in favor of Bank of America, N.A. (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 Bank of America, N.A., having its business address at 135
S. LaSalle, Suite 927, IL4-135-09-27, Chicago, IL 60603, U.S.A., fax number + 1 312-453-5555, to
the attention of the Account Officer, in its capacity as Collateral Agent with a copy to ourselves.








 - 6 - 









 







Yours faithfully,




For and on behalf of

[Pledgor]




 - 7 - 









 





SCHEDULE 4

Form of Acknowledgement




	 	 	 

	From:

	 	[Account Bank]
	 

	 	(the Account Bank)
	 
	 	 
	To:

	 	Bank of America, N.A.
	 
	 	 
	 

	 	as Collateral Agent
	 
	 	 
	 

	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	Chicago, IL 60603,
	 

	 	U.S.A.
	 
	 	 
	 

	 	Attention:            Account Officer
	 

	 	Fax:                      + 1 312-453-5555
	 
	 	 
	Copy to:

	 	Novelis Aluminium Holding Company
	 

	 	25/28 North Wall Quay
	 

	 	Dublin 1
	 

	 	Ireland





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, which rank in priority before the pledges over the Account granted to the Collateral
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.



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






 - 8 - 








 







granted to the Collateral Agent by the Pledgor pursuant to the Account Pledge Agreement dated
on or around December 17, 2010 of which we have been notified by the Pledgor.



We take note of the fact that until notice to the contrary from the Collateral 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




[details/address of Account Bank]




	 	 	 

	 

(duly authorised signatory of the Account Bank)

	 	 











 - 9 - 









 








Signatories





 











 

r



Execution Copy




NOVELIS ALUMINIUM HOLDING COMPANY

NOVELIS DEUTSCHLAND GMBH

as Debtors




and



BANK OF AMERICA, N.A.

as Collateral Agent



 

ABSTRACT ACKNOWLEDGEMENT OF INDEBTEDNESS

AND GUARANTEE



(Abstraktes Schuldanerkenntnis

und Garantie)

 




 









 





	 	 	 	 	 	 	 
	TABLE OF CONTENTS	 	Page	 
	1.
	 	DEFINITIONS AND LANGUAGE	 	 	2	 
	2.
	 	ABSTRACT ACKNOWLEDGEMENT OF INDEBTEDNESS	 	 	3	 
	3.
	 	GUARANTEE	 	 	3	 
	4.
	 	LIMITATION AS TO THE OBLIGATION OF THE GERMAN DEBTOR	 	 	5	 
	5.
	 	SECURITY PURPOSE	 	 	8	 
	6.
	 	ASSIGNMENT AND TRANSFER	 	 	8	 
	7.
	 	WAIVERS	 	 	9	 
	8.
	 	SUCCESSORS AND ASSIGNS	 	 	9	 
	9.
	 	CONTRACT FOR BENEFIT OF THIRD PARTIES	 	 	9	 
	10.
	 	SUBORDINATION	 	 	9	 
	11.
	 	INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT	 	 	10	 
	12.
	 	TAX	 	 	10	 
	13.
	 	INDEMNITY	 	 	10	 
	14.
	 	LIMITATION PERIOD	 	 	11	 
	15.
	 	NOTICES AND THEIR LANGUAGE	 	 	11	 
	16.
	 	PARTIAL INVALIDITY; WAIVER	 	 	12	 
	17.
	 	AMENDMENTS	 	 	13	 
	18.
	 	GOVERNING LAW AND PLACE OF JURISDICTION	 	 	13	 
	19.
	 	COSTS AND EXPENSES	 	 	13	 






 









 






THIS ABSTRACT ACKNOWLEDGEMENT OF INDEBTEDNESS AND GUARANTEE (this “Agreement”) is made on December
17, 2010




BETWEEN:





	1.	 	Novelis Aluminium Holding Company, a limited liability company organized under the laws of
Ireland, with registration number 316911, having its registered office at 25/28 North Wall
Quay, Dublin 1, Ireland, (the “Irish Debtor”);
	 
	2.	 	Novelis Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung)
organized under the laws of the Federal Republic of Germany, registered with the Commercial
Register of the local court in Göttingen, Germany under HRB 772, having its business address
at Hannoversche Strasse 1, 37075 Göttingen, Germany (the “German Debtor”); and
	 
	3.	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A., in its capacity as collateral agent under the ABL Credit Agreement
(as defined below) (the “Collateral Agent”).





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act (“Holdings”), the Subsidiary
Guarantors, the Lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender, the lenders thereunder have agreed to grant revolving loans and
other extensions of credit (the “Loans”) to the ABL Borrowers.
	 
	(B)	 	In order to induce the Lenders to make extensions of credit to the Borrowers under the ABL
Credit Agreement, the Debtors have agreed to issue an abstract acknowledgement of debt to
further secure the obligations of the Borrowers to the Secured Parties under the Loan
Documents.




- 1 -









 











NOW IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	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.
	 
	1.2	 	Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them
in the ABL Credit Agreement.
	 
	1.3	 	The following terms, as used herein, shall have the following meanings:
	 
	 	 	“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit Agreement.
	 
	 	 	“Debtors” shall mean collectively the Irish Debtor and the German Debtor, each being a
“Debtor”.
	 
	 	 	“Loan Documents” shall have the meaning ascribed to such term in the ABL Credit Agreement,
and “Loan Document” shall mean any of the Loan Documents.
	 
	 	 	“Receivables Purchase Agreement” shall mean the agreement (as amended from time to time)
between the Novelis Deutschland GmbH and Novelis AG pursuant to which certain receivables
owned or to be created by the Novelis Deutschland GmbH under certain of its supply
contracts have been sold and assigned to the Novelis AG by way of a true sale.
	 
	 	 	“Secured Obligations” shall mean (a) obligations of the ABL 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
Insolvency Proceeding, regardless of whether allowed or allowable in such proceeding) on
the ABL 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 ABL
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, (iii)
Extraordinary Expenses and (iv) 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 Insolvency
Proceeding,




- 2 -









 






	 	 	regardless of whether allowed or allowable in such proceeding), of the ABL 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 Secured Bank Product Obligations.






	2.	 	ABSTRACT ACKNOWLEDGEMENT OF INDEBTEDNESS
	 
	2.1	 	Each of the Debtors hereby acknowledges by way of an abstract acknowledgement of indebtedness
(in Form eines abstrakten Schuldanerkenntnisses) that it owes to the Collateral Agent sums
equal to, and in the currency of, the Secured Obligations owed by it (the “Abstract
Acknowledgement of Indebtedness”).
	 
	2.2	 	Each of the Debtors undertakes to pay to the Collateral Agent the amount referred to in
clause 2.1 above upon first written demand after the Secured Obligations have become due.
	 
	2.3	 	The Collateral Agent shall have its own independent right to demand and receive full or
partial payment of the obligations under this Agreement from each of the Debtors, irrespective
of the rights of the Secured Parties under the Loan Documents.
	 
	2.4	 	The Debtors’ obligations under this Agreement shall not affect the existence of the Secured
Obligations for which the Secured Parties shall have an independent right to demand payment
according to the terms applicable to the Secured Obligations, nor any of the Debtors’
obligations, promises and other liabilities under the other Loan Documents as the same are
supplemented or amended from time to time.
	 
	2.5	 	The Collateral Agent and the Debtors agree that the Debtors’ obligations under this Agreement
shall not increase the total amount of the Secured Obligations. Accordingly, payment of the
Secured Obligations and payment of the obligations under this Agreement may be collected only
once and any discharge of any obligations under this Agreement shall, to the same extent,
discharge the corresponding Secured Obligations and vice versa.
	 
	3.	 	GUARANTEE
	 
	3.1	 	Each of the Debtors, acting as joint and several debtors (Gesamtschuldner), hereby
irrevocably and unconditionally guarantees by way of an independent guarantee (Garantie) (the
“Guarantee”) to the Collateral Agent, each existing lender under the ABL Credit Agreement,
each party that becomes a lender thereunder in the future by way of assignment, novation or
accession to the




- 3 -









 






	 	 	ABL Credit Agreement, and each other Secured Party the due and punctual fulfillment of all
Secured Obligations.






	3.2	 	Each of the Debtors shall effect payment under the Guarantee promptly upon the Collateral
Agent’s demand and confirmation (Garantie auf erstes Anfordern) that any amount claimed from
the Debtors hereunder is equal to the monies not paid under the Secured Obligations when due.
	 
	3.3	 	Any sum falling within the ambit of Clause 3.1 which may not be recoverable from the Debtors
on the basis of this Guarantee for any reason whatsoever shall nonetheless be recoverable from
the Debtors hereunder on the basis of a primary obligation to the Collateral Agent, the
Secured Parties and the Lenders to indemnify them against any loss (including loss of profit)
incurred by them or any of them in consequence of any party (other than the Lenders) to the
ABL Credit Agreement or another Loan Document failing to perform any obligation thereunder.
	 
	3.4	 	The Collateral Agent may at any time without thereby discharging, impairing or otherwise
affecting the obligations of the Debtors hereunder (i) give or agree to give any time or other
indulgence to any party in respect of the Secured Obligations, (ii) (to the extent this is not
to the detriment of the Debtors) offer or agree to or enter into any agreement for any
variation of the Secured Obligations, (iii) settle with any party with respect to Secured
Obligations or any of them or (iv) prove or abstain from proving (anmelden) a Secured
Obligation in a bankruptcy, winding-up, liquidation or reorganization of a Loan Party.
	 
	3.5	 	The obligation of the Debtors hereunder are (and are intended to be) a continuing and
independent security to the Collateral Agent, each Secured Party and each Lender, as the case
may be, for the due and punctual payment of each and every sum of principal, interest and all
other moneys payable with respect to the Secured Obligations and accordingly the Guarantee (i)
shall be in addition to and not in substitution for or derogation from any other encumbrance,
guarantee or other security now or at any time hereafter held by or on behalf of the
Collateral Agent, such Secured Party or such Lender in respect of the Secured Obligations,
(ii) shall not be or be construed to be satisfied by any discharge of or payment of or on
account of the Secured Obligations which has not resulted in a final and irrevocable
settlement of the respective obligation, and (iii) shall at all times extend to cover the
balance of principal, interest and all other moneys which are now or may at any time hereafter
be due and payable with respect to the Secured Obligations.




- 4 -









 












	3.6	 	The Collateral Agent shall not be obliged before asserting or enforcing the obligations of
the Guarantors hereunder (i) to take action or obtain judgment against any Loan Party in any
court, (ii) to make or file any claim or proof in any bankruptcy, winding-up, liquidation or
reorganization of any such party or (iii) to enforce or seek to enforce any other encumbrance,
guarantee or other security now or at any time hereafter held by or on behalf of the
Collateral Agent, such Secured Party or such Lender in respect of the Secured Obligations.
	 
	3.7	 	Where any payment has been made by the Debtors to the Collateral Agent, any Secured Party or
any Lender hereunder the Debtors shall not take the benefit of subrogation (Übergang von
Rechten) (if any) of any rights or any encumbrance, guarantee or other security now or any
time hereafter held by or on behalf of the Collateral Agent, any Secured Party or any Lender
in respect of the Secured Obligations until the Secured Obligations have been discharged in
full.
	 
	3.8	 	This agreement may be enforced against the Debtors by the Collateral Agent as agent for the
Lenders and the Secured Parties in any proceedings, including enforcement proceedings.
	 
	4.	 	LIMITATION AS TO THE OBLIGATION OF THE GERMAN DEBTOR
	 
	4.1	 	Subject to Clause 4.2 through Clause 4.6 below, the Collateral Agent shall not enforce the
obligations created hereunder (the “Guarantee Obligations”) to the extent (i) the Guarantee
Obligations secure obligations of one of the German Debtor’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 German Debtor, or
the German Debtor itself), and (ii) the enforcement of the Guarantee Obligations 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
German Debtor in preparing its unconsolidated balance sheets (Jahresabschluß gemäß § 42 GmbHG,
§§ 242, 264 HGB) of the German Debtor 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:




- 5 -









 












	 	4.1.1	 	The amount of any increase of the German Debtor’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 German Debtor;
	 
	 	4.1.2	 	any loans provided to the German Debtor by a direct or indirect shareholder
or an affiliate thereof (other than a Subsidiary of the German Debtor) shall be
disregarded and not accounted for as a liability to the extent that such loans are
subordinated pursuant to Section 39(1) Nr. 1 through Nr. 5 of the German Insolvency
Code (Insolvenzordnung) or subordinated in any other way by law or contract;
	 
	 	4.1.3	 	any shareholder loans, other loans and contractual obligations and
liabilities incurred by the German Debtor in violation of the provisions of any of the
Loan Documents shall be disregarded and not accounted for as liabilities;
	 
	 	4.1.4	 	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 German Debtor (nicht
betriebsnotwendig) shall be accounted for with their market value; and
	 
	 	4.1.5	 	the assets of the German Debtor will be assessed at liquidation values
(Liquidationswerte) if, at the time the managing directors prepare the balance sheet
in accordance with Clause 4.2.1 below and absent the demand a positive going concern
prognosis (positive Fortbestehensprognose) cannot be established.






	4.2	 	The limitations set out in Clause 4.1 only apply:






	 	4.2.1	 	if and to the extent that the managing directors of the German Debtor have
confirmed in writing to the Collateral Agent within ten (10) Business Days of a demand
for payment or the commencement of enforcement under this Agreement the value of the
Guarantee Obligations which cannot be enforced without causing the net assets of the
German Debtor 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




- 6 -









 






	 	 	 	Agent nor any of the Secured Parties raises any objections against that
confirmation within five (5) Business Days after its receipt; or






	 	4.2.2	 	if, within twenty (20) Business Days after an objection under Clause 4.2.1
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 German Debtor by a firm of auditors of international standing and reputation that
is appointed by the German Debtor and reasonably acceptable to the Collateral Agent,
to the extent such report identifies the amount by which the net assets of the German
Debtor 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 German Debtor
in the preparation of its most recent annual balance sheet. The Auditor’s
Determination shall be binding for all Parties except for manifest error.






	4.3	 	In any event, the Collateral Agent, for and on behalf of the Secured Parties, shall be
entitled to enforce the Guarantee Obligations up to those amounts that are undisputed between
them and the German Debtor or determined in accordance with Clause 4.1 and Clause 4.2. In
respect of the exceeding amounts, the Secured Parties shall be entitled to further pursue
their claims (if any) and the German Debtor shall be entitled to provide evidence 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 enforce those parts of the
Guarantee Obligations that are not enforced by operation of Clause 4.1 above at any subsequent
point in time. This Clause 4 shall apply again as of the time such additional enforcement is
made.
	 
	4.4	 	Clause 4.1 shall not apply as to the amount of Loans borrowed and passed on (whether by way
of shareholder loan or equity contribution) to the German Debtor 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 but excluding, for the avoidance of doubt, any
purchase price payment received by the German Debtor under the Receivables Purchase Agreement.




- 7 -









 












	4.5	 	Should it become legally permissible for managing directors of a German GmbH (Gesellschaft
mit beschränkter Haftung, Limited Liability Company) to enter into security arrangements in
support of obligations of their shareholders without limitations, the limitations set forth in
Clause 4.1 shall no longer apply. Should any such guarantees become subject to legal
restrictions that are less stringent than the limitations set forth in Clause 4.1 above, such
less stringent limitations shall apply. Otherwise, Clause 4.1 shall remain unaffected by
changes in applicable law.
	 
	4.6	 	The limitations provided for in Clause 4.1 above shall not apply where (i) the German Debtor
has a fully valuable (vollwertig) recourse claim (Gegenleistungs- oder Rückgewähranspruch)
vis-à-vis the relevant shareholder or (ii) a domination agreement (Beherrschungsvertrag) or a
profit and loss pooling agreement (Ergebnisabführungsvertrag) is or will be in existence with
the German Debtor and the German Debtor has a fully valuable (vollwertig) compensation claim
(Ausgleichsanspruch).
	 
	5.	 	SECURITY PURPOSE
	 
	 	 	The purpose of the Abstract Acknowledgement of Indebtedness and Guarantee is to secure the
prompt, full and irrevocable discharge of any and all Secured Obligations.
	 
	6.	 	ASSIGNMENT AND TRANSFER
	 
	6.1	 	The Collateral Agent shall, at any time, have the right to assign and to transfer all or any
part of its rights or obligations or both under this Agreement to any of the Secured Parties
or any person becoming a Secured Party and the respective Debtor shall execute and deliver all
such documents and take all such actions and make all such declarations which the Collateral
Agent may reasonably require in connection with such transfer and assignment. For the
avoidance of doubt, it is hereby set forth that, if an assignment and transfer occurs, all
accessory rights (akzessorische Nebenrechte) connected with or related to the Abstract
Acknowledgement of Indebtedness, in particular any guaranty (Bürgschaft) or pledge
(Pfandrecht), shall also be assigned or transferred to the respective assignee or transferee.
	 
	6.2	 	The Debtors shall not be entitled to assign or transfer all or any part of their rights or
obligations or both hereunder.
	 
	6.3	 	Each of the Debtors hereby agrees and consents to any accession of any new party, and any
change to the parties to the ABL Credit Agreement, any other Loan Document (by way of
transfer, assignment or novation) or any transfer




- 8 -









 






	 	 	or assignment to the terms as contemplated under the respective provisions in the ABL
Credit Agreement or any other Loan Document.






	6.4	 	Each of the Debtors furthermore agrees that notwithstanding any such accession, change,
transfer or assignment, this Agreement shall remain in full force and shall continue to secure
the Secured Obligations for the benefit of the Secured Parties or any assignee, transferee, or
any other successor in the same manner as if such assignee, transferee, or any other successor
in title had been named in this (a) Agreement or (b) the ABL Credit Agreement, or any other
Loan Document, respectively, instead of, or in addition to, the (y) Collateral Agent or (z)
the present parties to the ABL Credit Agreement or any other Loan Document, respectively.
	 
	7.	 	WAIVERS
	 
	 	 	Each of the Debtors hereby waives all defences (Einwendungen) it may have, including the
defences of revocation (Anfechtbarkeit), set-off (Aufrechenbarkeit) and comparable defences
under foreign law. The waiver shall not apply to set-off with counterclaims that are
uncontested (unbestritten) or based on an unappealable court decision (rechtskräftig
festgestellt).
	 
	8.	 	SUCCESSORS AND ASSIGNS
	 
	 	 	All covenants, promises and agreements of each of the Debtors hereunder shall inure to the
benefit of the Secured Parties and their successors and assigns.
	 
	9.	 	CONTRACT FOR BENEFIT OF THIRD PARTIES
	 
	 	 	This Agreement constitutes a contract in favor of the Lenders and the Secured Parties as
third party beneficiaries pursuant to § 328 (1) of the German Civil Code (Bürgerliches
Gesetzbuch — BGB) so that each such Lender and Secured Party shall, subject to any
limitations provided for in the ABL Credit Agreement which may require action by the
Collateral Agent and subject to all provisions of this Agreement, be entitled to claim
performance of the obligations assumed hereby directly from and against the Debtors.
	 
	10.	 	SUBORDINATION
	 
	 	 	Each Debtor hereby agrees that any existing or future claim of any of them against another
Loan Party or Debtor or any of their direct or indirect shareholders or affiliates of such
shareholders is hereby subordinated to the claims against the Lenders, the Secured Parties
and the Collateral Agent under the ABL Credit Agreement, the other Loan Documents and this
Agreement




- 9 -









 






	 	 	(Rangrücktritt von Konzernforderungen) and, after an Event of Default as defined under the
ABL Credit Agreement has occurred and is continuing, such claims of any Debtor, if the
Collateral Agent so requests, shall be collected, enforced and received by such Debtor as
trustee for the Lenders and the other Secured Parties and be paid over to the Collateral
Agent for payment to the Lenders and the Secured Parties on account of the indebtedness of
the relevant Debtor but without affecting or impairing in any manner the liability of such
Debtor under the other provisions of this Agreement.






	11.	 	INTERCREDITOR AGREEMENT AND ABL CREDIT 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 (a) the provisions of the intercreditor agreement, dated on or
about December 17, 2010 (the “Intercreditor Agreement”), among the grantors party thereto;
Bank of America, N.A., as Revolving Credit Administrative Agent and Revolving Credit
Collateral Agent; and Bank of America, N.A., as Term Loan Administrative Agent and ABL
Collateral Agent (each term as defined therein) and (b) the provisions of section 11.22 of
the ABL Credit Agreement; for the avoidance of doubt, the in rem aspects of the security
granted under this Agreement shall be exclusively governed by this 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. Except as provided for in this paragraph, notwithstanding anything
herein to the contrary, the ABL Credit Agreement, including Article X thereof, shall govern
and control the exercise of remedies by Collateral Agent.
	 
	12.	 	TAX
	 
	 	 	The provisions of Sections 2.12 (with respect to Taxes), 2.15, 2.16 and 7.10 of the ABL
Credit Agreement are hereby incorporated, mutatis mutandis, and shall apply to this
Agreement, the parties hereto and the Secured Parties as if set forth herein.
	 
	13.	 	INDEMNITY
	 
	13.1	 	The Collateral Agent shall not be liable for any loss or damage suffered by any Debtor in
connection herewith save in respect of such loss or damage which is suffered as a result of
the willful misconduct or gross negligence of the Collateral Agent.




- 10 -









 












	13.2	 	Each of the Debtors shall indemnify the Collateral Agent and keep the Collateral Agent
indemnified against any and all damages, losses, actions, claims, expenses, demands and
liabilities which may be incurred by or made against the Collateral Agent for anything done or
omitted in the exercise or purported exercise of the powers contained herein and occasioned by
any breach of such Debtor of any of its obligations or undertakings herein contained other
than to the extent that such damages, losses, actions, claims, expenses, demands and
liabilities are incurred or made against the Collateral Agent as a result of the gross
negligence or willful misconduct of the Collateral Agent.
	 
	14.	 	LIMITATION PERIOD
	 
	 	 	The Collateral Agent and the Debtors hereby agree that the obligations set out in this
Agreement shall become time barred after 10 years. With respect to the commencement,
suspension (Hemmung), interruption (Unterbrechung) and expiry of the limitation period, the
mandatory provisions of German law shall apply.
	 
	15.	 	NOTICES AND THEIR LANGUAGE
	 
	15.1	 	Any notice or other communication under or in connection with this Agreement shall be in
writing and shall be delivered personally, or sent by mail or fax transmission (to be affirmed
in writing) to the following addresses:





	 	 	 	 	 

	 
	 	If to the Irish Debtor:	 	Novelis Aluminium Holding Company
	 
	 	 	 	c/o Novelis Deutschland GmbH
	 
	 	 	 	Hannoversche Strasse 1
	 
	 	 	 	37075 Göttingen
	 
	 	 	 	Germany
	 
	 	 	 	Attention: Management
	 
	 	 	 	Fax: +49.551.304 4902
	 
	 	 	 	 
	 
	 	If to the German Debtor:	 	Novelis Deutschland GmbH
	 
	 	 	 	Hannoversche Strasse 1
	 
	 	 	 	37075 Göttingen
	 
	 	 	 	Germany
	 
	 	 	 	Attention: Management (Geschäftsführung)
	 
	 	 	 	Fax: +49.551.304 4902
	 
	 	 	 	 
	 
	 	If to the Collateral Agent:	 	Bank of America, N.A.
	 
	 	 	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 
	 	 	 	Chicago, IL  60603,
	 
	 	 	 	U.S.A.
	 
	 	 	 	Attention:  Account Officer
	 
	 	 	 	Fax:            + 1 312-453-5555







- 11 -









 







	 	 	or to such other address as the recipient may notify or may have notified in writing.
	 
	15.2	 	Any notice or other communication under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a translation into English. In
the event of any conflict between the English text and the text in any other language, the
English text shall prevail.
	 
	16.	 	PARTIAL INVALIDITY; WAIVER
	 
	16.1	 	Without prejudice to any other provision hereof, if at any time any one (or more)
provision(s) hereof is or becomes invalid, illegal or unenforceable in any respect in any
jurisdiction or with respect to any party, or if the parties become aware of any omission
(Vertragslücke) hereto of any terms which were intended to be included in this Agreement, such
invalidity, illegality or unenforceability in such jurisdiction or with respect to such party
or parties or such omission (Vertragslücke) shall not, to the fullest extent permitted by
applicable law, render invalid, illegal or unenforceable such provision or provisions in any
other jurisdiction or with respect to any other party or parties hereto and shall not affect
or impair the validity, legality and enforceability of the remaining provisions hereof. 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, unenforceable or omitted provision.
	 
	16.2	 	No forbearance or failure to exercise, nor any delay, on the part of the Collateral Agent, in
exercising any right, power or remedy hereunder shall be deemed to be a waiver of such right,
power or remedy, nor shall any single or partial exercise of any right, power or remedy
hereunder preclude any further or other exercise thereof or the exercise of any other right,
power or remedy. The rights, powers and remedies provided hereunder are cumulative and not
exclusive of any rights or remedies provided by law. Every right, power or remedy shall
continue in full force and effect until such right, power or remedy is specially waived by the
Collateral Agent by an instrument in writing.




- 12 -









 












	17.	 	AMENDMENTS
	 
	 	 	Any amendments, changes or variations to this Agreement may be made only with the agreement
of the Debtors and the Collateral Agent in writing. For the avoidance of doubt, this
applies also to this clause 17.
	 
	18.	 	GOVERNING LAW AND PLACE OF JURISDICTION
	 
	18.1	 	This Agreement is governed by, and shall be construed in accordance with, the laws of the
Federal Republic of Germany.
	 
	18.2	 	The place of jurisdiction for any and all claims or disputes arising under or in connection
with this Agreement shall be the district court (Landgericht) in Frankfurt am Main, Federal
Republic of Germany. The Collateral Agent shall, however, also be entitled to take legal
action against each of the Debtors before any other competent court of law having jurisdiction
over the respective Debtor of any of its assets.
	 
	19.	 	COSTS AND EXPENSES
	 
	 	 	All costs and expenses reasonably incurred in connection with the preparation and execution
hereof shall be borne by the Debtors.




- 13 -









 











SIGNATURE PAGE





-1-











 





Execution Copy




NOVELIS DEUTSCHLAND GMBH

as Assignor




and



BANK OF AMERICA, N.A.



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
	 	 	2	 
	2. ASSIGNMENT OF RECEIVABLES
	 	 	5	 
	3. ASSIGNMENT AND TRANSFER OF ANCILLARY RIGHTS
	 	 	7	 
	4. DELIVERY OF UPDATED RECEIVABLES LISTS AND INSURANCE LIST
	 	 	8	 
	5. BLANK NOTIFICATION LETTERS
	 	 	9	 
	6. ASSIGNMENT OF RECEIVABLES SUBJECT TO EXTENDED RETENTION OF TITLE
	 	 	9	 
	7. SECURED OBLIGATIONS
	 	 	10	 
	8. DISPOSALS OVER RECEIVABLES
	 	 	10	 
	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 AND CREDIT AGREEMENTS
	 	 	21	 
	17. NOTICES
	 	 	22	 
	18. WAIVER
	 	 	23	 
	19. COUNTERPARTS
	 	 	23	 
	20. GOVERNING LAW AND JURISDICTION
	 	 	23	 
	21. LIABILITY AND INDEMNIFICATION
	 	 	23	 
	22. AMENDMENTS
	 	 	24	 
	23. ANNEXES, SCHEDULES
	 	 	24	 
	24. SEVERABILITY
	 	 	24	 
	SCHEDULE 1 Blank Notification Letter
	 	 	- 1 -	 
	SCHEDULE 2 Receivables List
	 	 	- 4 -	 
	SCHEDULE 3 Insurance Contract List — Novelis Deutschland GmbH
	 	 	- 7 -	 





Global Assignment Agreement / Novelis Deutschland GmbH


 









 





This GLOBAL ASSIGNMENT AGREEMENT (the “Agreement”) is dated December 17, 2010 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)	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A. (in its capacity as Collateral Agent under the ABL Credit Agreement
(as defined below) the “Collateral Agent”).





WHEREAS:





	A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act (“Holdings”), the Subsidiary
Guarantors, the lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender (as the foregoing capitalized terms are defined in the ABL Credit
Agreement), the lenders thereunder have agreed to grant revolving loans and other extensions
of credit (the “ABL Loans”) to the ABL Borrowers.
	 
	B)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “Term Loan Credit
Agreement”) among, inter alios, NOVELIS INC., a corporation amalgamated under the Canada
Business Corporations Act (the “Term Loan Borrower”), Holdings, the Subsidiary Guarantors, the
lenders party thereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,
“Term Loan Administrative Agent”) and as Collateral Agent (as the foregoing capitalized terms
are defined in the Term Loan Credit Agreement), the lenders thereunder have agreed to extend
credit to the Term Loan Borrower in the form of initial term loans (the “Initial Term Loans”)
and, if so requested by the Term Loan Borrower by written notice to the Term Loan
Administrative Agent and provided that the approached existing lender elects to provide the
respective commitment, in the form of incremental commitment term loans effected by a
respective joinder agreement to the Term Loan Credit Agreement (the “Incremental Term Loans”),
and certain refinancing indebtedness in respect of all or any portion of the Term Loans then
outstanding (the “Other Term Loans” and,







Global Assignment Agreement / Novelis Deutschland GmbH


1









 






	 	 	together with the Initial Term Loans and the Incremental Term Loans referred to as the “Term
Loans”).
	 
	C)	 	The ABL Loans and the Term Loans are collectively referred to as the “Loans”, and the ABL
Credit Agreement and the Term Loan Credit Agreement are collectively referred to as the
“Credit Agreements” and each a “Credit Agreement”).
	 
	D)	 	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.
	 
	E)	 	The Assignor is party to a Receivables Purchase Agreement (as defined below) with Novelis AG.
	 
	F)	 	It is one of the conditions for the granting of the Loans that the Assignor enters into this
Agreement.




NOW, IT IS AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE
	 
	1.1	 	In this Agreement:
	 
	 	 	“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit Agreement.
	 
	 	 	“Abstract Acknowledgments of Indebtedness” shall mean (i) the Abstract Acknowledgment of
Indebtedness and Guarantee (Abstraktes Schuldanerkenntnis und Garantie) among Novelis
Aluminium Holdings Company, Novelis Deutschland GmbH and the Collateral Agent, granted in
connection with the ABL Credit Agreement and (ii) the Abstract Acknowledgment of
Indebtedness and Guarantee (Abstraktes Schuldanerkenntnis und Garantie) among Novelis
Aluminium Holdings Company, Novelis Deutschland GmbH and the Collateral Agent, granted in
connection with the Term Loan Credit Agreement and “Abstract Acknowledgement of
Indebtedness” shall mean each of them.
	 
	 	 	“Aged Debtor List” shall mean, for each Receivable, the aggregate face amount of such
Receivables, the identification number of the relevant account debtor, the date






Global Assignment Agreement / Novelis Deutschland GmbH


2









 






	 	 	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” shall mean a blank notification letter in the form set out in
Schedule 1 (Blank Notification Letter).
	 
	 	 	“Borrowers” shall mean collectively the ABL Borrowers and the Term Loan Borrower.
	 
	 	 	“Event of Default” shall mean any Event of Default as defined in the ABL Credit Agreement
and/or any Event of Default as defined in the Term Loan Credit Agreement, as the context
requires.
	 
	 	 	“Lenders” shall mean the Lenders under the ABL Credit Agreement and/or the Lenders under the
Term Loan Credit Agreement, as the context requires.
	 
	 	 	“Loan Documents” shall mean the Loan Documents as defined in the ABL Credit Agreement and
the Loan Documents as defined in the Term Loan Credit Agreement, as the context requires.
	 
	 	 	“Loan Parties” shall mean the Loan Parties as defined in the ABL Credit Agreement and the
Loan Parties as defined in the Term Loan Credit Agreement , as the context requires.
	 
	 	 	“Parties” shall mean the Assignor and the Collateral Agent.
	 
	 	 	“Permitted Lien” has the meaning given to such term in the ABL Credit Agreement, or the Term
Loan Credit Agreement, as the context may require.
	 
	 	 	“Profit and Loss Pooling Agreement” shall mean 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” shall mean the agreement between the Assignor and Novelis
AG dated July 6, 2007, as amended and restated on December 17, 2010, (and as further amended
from time to time) pursuant to which certain receivables





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	 	 	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 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 Insolvency Proceeding,
regardless of whether allowed or allowable in such proceeding) on the ABL 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 ABL 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, (iii) Extraordinary Expenses and (iv) 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 Insolvency Proceeding, regardless of whether allowed or allowable in such
proceeding), of the ABL 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 Secured Bank
Product Obligations (for purposes of clause (I) “Loan Parties”, “Insolvency Proceeding”,
“Letter of Credit”, “Reimbursement Obligations”, “Extraordinary Expenses” and “Loan
Documents” and “Secured Bank Product Obligations” have the meaning set forth in the ABL
Credit Agreement);
	 
		 	(II) (a) obligations of the Term Loan Borrower 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 Term Loans, 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 Borrower and the other
Loan Parties under the Term Loan Credit Agreement and the other Loan Documents, and (b) the
due and





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	 	 	punctual payment of all obligations of the Term Loan Borrower and the other Loan Parties
under each Hedging Agreement entered into with any Secured Hedge Provider under the Term
Loan Credit Agreement (for purposes of clause (II), “Loan Parties”, “Hedging Agreement”,
“Secured Party” and “Secured Hedge Provider” have the meaning set forth in the Term Loan
Credit Agreement); and
	 
		 	(III) the Abstract Acknowledgements of Indebtedness.
	 
	 	 	“Secured Parties” shall mean, collectively, all Secured Parties as defined in the ABL Credit
Agreement and all Secured Parties as defined in the Term Loan Credit Agreement.
	 
	 	 	“Supply Contract” shall mean 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 and/or the Term Loan Credit Agreement, as the context
requires.
	 
	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:





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	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”);
	 
	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”.





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	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, be assigned to the Collateral Agent under this Agreement, to the extent such
receivables are subject to extended retention of title arrangements, Clause 6 hereof shall
apply.
	 
	2.3	 	The Collateral Agent hereby accepts the assignment of the Receivables.
	 
	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 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





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	 	 	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.
	 
	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 (as defined in the Receivables Purchase
Agreement), an updated list of Receivables (the “Updated Receivables List”). The Assignor
shall further deliver Aged Debtor Lists; the first Aged Debtor 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 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 List, as the case may be. The Updated Receivables
List and the Aged Debtor 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 List, then
the assignment of the Receivables under Clause 2 shall not be affected thereby.





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	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
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.
	 
	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 and to terminate any current account arrangements to the
relevant debtor. Subject to the provisions in the Receivables Purchase Agreement and other
agreements involving the parties that relate to the notification of debtor, the Collateral
Agent shall make use of such authorization only after an Event of Default.
	 
	5.2	 	The Assignor shall hand over to the Collateral Agent no later than 10 Business Days after the
execution of this Agreement 10 (in words: ten) 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 debtor 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






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	 	 	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 Collateral 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).
	 
	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
	 
	7.1	 	The security created hereunder secures the payment of all Secured Obligations. 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.
	 
	7.2	 	The Collateral Agent shall hold (a) any security over any Revolving Credit Priority
Collateral (as defined in the Intercreditor Agreement) granted hereunder (i) first, as
security for any Secured Obligations owing to the Secured Parties (as defined in the ABL
Credit Agreement) and (ii) second, as security for any Secured Obligations owing to the
Secured Parties (as defined in the Term Loan Credit Agreement), and (b) any security over any
Pari Passu Priority Collateral (as defined in the Intercreditor Agreement) granted hereunder
(i) first, as security for any Secured Obligations owing to the Secured Parties (as defined in
the Term Loan Credit Agreement) and (ii) second, as security for any Secured Obligations owing
to the Secured Parties (as defined in the ABL Credit Agreement), in each case in accordance
with the terms of the Intercreditor Agreement.
	 
	8.	 	DISPOSALS OVER RECEIVABLES
	 
	8.1	 	In relation to the debtor, 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





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	 	 	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
any of the Secured Obligations have not been paid when due and payable, and the Collateral
Agent gives notice to the Assignor that the Collateral in question is enforceable. After the
Collateral has become enforceable, the Collateral 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 debtor, 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:






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	 	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
	 
	 	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 debtor 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





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	 	 	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 10.6 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 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
pursuant to Section 39(1) Nr. 1 through Nr. 5 of the German Insolvency Code
(Insolvenzordnung) or subordinated in any other way by law or contract;





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	 	10.1.3	 	any 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, 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






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	 	 	 	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 Collateral Agent shall be entitled to further pursue the Secured
Parties’ claims (if any) and the Assignor shall be entitled to provide evidence 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 Collateral Agent is 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	 	Clause 10.1 shall not apply as to the amount of Loans borrowed and passed on (whether by way
of shareholder loan or equity contribution) to the Assignor 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, but excluding, for the avoidance of doubt, any
purchase price payment received by the Assignor under the Receivables Purchase Agreement.
	 
	10.5	 	The limitations provided for in Clause 10.1 above shall not apply where (i) the Assignor has
a fully valuable (vollwertig) recourse claim (Gegenleistungs- oder Rückgewähranspruch)
vis-à-vis the relevant shareholder or (ii) a domination agreement (Beherrschungsvertrag) or a
profit and loss pooling agreement (Gewinnabführungsvertrag) is or will be in existence with
the Assignor and the Assignor has a fully valuable (vollwertig) compensation claim
(Ausgleichsanspruch).
	 
	10.6	 	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 the limitations set forth in Clause 10.1 above, such less
stringent limitations shall apply. Otherwise, Clause 10.1 shall remain unaffected by changes
in applicable law.





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	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 reassign 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. If
the Collateral Agent is authorized to release in whole or in part any assigned collateral
under both the Term Loan Credit Agreement and the ABL Credit Agreement, the Collateral Agent
is authorized to release the Collateral under this Agreement.
	 
	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





Global Assignment Agreement / Novelis Deutschland GmbH


16









 






	 	 	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.





Global Assignment Agreement / Novelis Deutschland GmbH


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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 LLP 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






Global Assignment Agreement / Novelis Deutschland GmbH


18









 






	 	 	 	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 LLP 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, 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.
	 
	 	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





Global Assignment Agreement / Novelis Deutschland GmbH


19









 






	 	 	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 upon such request of the conclusion of
new insurance contracts;
	 
	15.2	 	except as to the Receivables sold and assigned under the Receivables Transfer Agreement and
except for Permitted Liens, 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;
	 
	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 measures by the Collateral
Agent shall be borne by





Global Assignment Agreement / Novelis Deutschland GmbH


20









 






	 	 	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 AND CREDIT AGREEMENTS




In the event of a direct conflict between the terms and provisions contained in this Agreement and
the terms and provisions contained in the Credit Agreements, it is the intention of the parties
hereto that such terms and provisions in such documents shall be read together and construed, to
the fullest extent possible, to be in concert with each other. In the event of any actual,
irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of the
Credit Agreements shall control and govern. 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 (a) the provisions of the intercreditor agreement dated on
or about December 17, 2010 (the “Intercreditor Agreement”), among Bank of America, N.A. as
Revolving Credit Administrative Agent and Revolving Credit Collateral Agent, Bank of America, N.A.,
as Term Loan Administrative Agent and Term Loan Collateral Agent; and the grantors party thereto,
and (b) the provisions of section 11.22 of the ABL Credit Agreement; for the avoidance of doubt,
the in rem aspects of the security granted under this Agreement shall be exclusively governed by
this Agreement. In the event




Global Assignment Agreement / Novelis Deutschland GmbH


21









 







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. Except as
provided for in this paragraph, notwithstanding anything herein to the contrary, the Credit
Agreements, including Article X of the ABL Credit Agreement and Section 11.19 of the Term Loan
Credit Agreement, shall govern and control the exercise of remedies by the Collateral Agent.





	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:




Bank of America, N.A.



135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603, U.S.A.

Attention: Account Officer

Fax: + 312-453-5555





	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.






Global Assignment Agreement / Novelis Deutschland GmbH


22









 












	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 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





Global Assignment Agreement / Novelis Deutschland GmbH


23









 






	 	 	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.





	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


24









 











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 Bank of America, N.A. (the
“Collateral Agent”) pursuant to a global assignment agreement dated on or about December 17, 2010
(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:

	 	Bank of America, N.A.
	Account Number:

	 	[•]
	Account Bank:

	 	[•]
	Bank Sort Code:

	 	[•]







	(iv)	 	all remedies exercisable in connection with the Receivables are exercisable by the Collateral
Agent only;
	 
	(v)	 	we hereby terminate any current account arrangements (Kontokorrent) that are in existence
between you and Novelis Deutschland GmbH and demand determination of the net balance from you.




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



- 1 -









 








Bank of America, N.A.

Attention: Account Officer

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603, U.S.A.



Yours sincerely,



Novelis Deutschland GmbH




	 	 	 	 	 
	 	 
	by:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 


Enclosures: Form of Acknowledgement






Global Assignment Agreement / Novelis Deutschland GmbH



- 2 -









 








Form of Acknowledgement




	 	 	 

	To:

	 	Bank of America, N.A.
	 

	 	Attention: Account Officer
	 

	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 

	 	Chicago, IL 60603, U.S.A.
	 
	 	 
	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 Bank of
America, N.A. pursuant to a global assignment agreement dated on or about December 17, 2010.



We hereby confirm to act in accordance with the instructions made in the Notice.



[We hereby also confirm that we have received the notice of the termination of the current account
arrangements (Kontokorrent) and that we will determine the net balance.]1



Yours sincerely,



[Name of third party debtor]




	 	 	 	 	 
	 	 
	by:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 





 




			
	1	 	Insert as applicable, i.e. if current account
arrangements exist.



Global Assignment Agreement / Novelis Deutschland GmbH


- 3 -









 










SCHEDULE 2

Receivables List




-CD-ROM-



Global Assignment Agreement / Novelis Deutschland GmbH


- 4 -









 





Exhibit 1

Collection Arrangements




-CD-ROM-



Global Assignment Agreement / Novelis Deutschland GmbH


- 5 -









 





Exhibit 2

Inter-Company Loan Receivables




-CD-ROM-



Global Assignment Agreement / Novelis Deutschland GmbH


- 6 -









 





SCHEDULE 3

Insurance Contract List — Novelis Deutschland GmbH




	 	 	 	 	 	 	 	 	 
	GLOBAL
	Versicherung	 	Versicherer	 	Versicherer - Anschrift	 	Vertragsnummer
	(Insurance)	 	(Insurer)	 	(Insurer - address)	 	(Policy number)
	Transportversicherung

(Transport Insurance)

	 	ACE
	 	ACE Europe Group Limited

Direktion für Deutschland

Lurgi allee 10

60439 Frankfurt/Main
	 	87GEA01 091

	 
	Betriebshaftpflicht

(Business Liability Insurance)

	 	Zürich / Zurich
	 	Zürich Versicherung AG
(Deutschland)

Global Corporate
Germany

Receiving Business

Solmstr. 27-37 Frankfurt am
Main

60486 Frankfurt am Main
	 	 	800.380.005.332	 
	 
	- DIC / DIL

	 	Zürich / Zurich
	 	dto.
	 	 	800.380.005.332	 
	Industrie Allrisk Versicherung

(Industrial Allrisk Insurance)

	 	Zürich / Zurich
	 	Zurich Insurance plc

Niederlassung für Deutschland

Direktion Frankfurt

Solmstr. 27-37

60486 Frankfurt am Main
	 	 	400.387.110.320,00	 
	 
	- DIC / DIL

	 	Zürich / Zurich
	 	dto.
	 	 	400.387.110.320,00	 






Global Assignment Agreement / Novelis Deutschland GmbH


- 7 -









 






	 	 	 	 	 	 	 
	LOCAL
	Versicherung	 	Versicherer	 	Versicherer - Anschrift	 	Vertragsnummer
	(Insurance)	 	(Insurer)	 	(Insurer - address)	 	(Policy number)
	 
	 	 	 	H DI-Gerling I ndustrie Versicherung AG	 	 
	 
	 	 	 	Niederlassung Mainz	 	 
	 
	 	 	 	Hegelstr. 61	 	Diverse
	KFZ-Versicherungen
	 	HDI	 	55122 Mainz	 	(Miscellaneous)
	 
	 	 	 	Zürich Versicherung AG (Deutschland)	 	 
	 
	 	 	 	Global Corporate Germany	 	 
	 
	 	 	 	UC/Receiving Business	 	 
	Strahlenhaftpflicht
	 	 	 	Solmstr. 27-37 Frankfurt am Main	 	 
	(Radiation Liability Insurance)
	 	Zürich / Zurich	 	60486 Frankfurt am Main	 	800.380.009.338,00





Global Assignment Agreement / Novelis Deutschland GmbH



- 8 -









 






Signatories



Global Assignment Agreement / Novelis Deutschland GmbH


 











 





Execution Copy




NOVELIS AG

as Assignor




and



BANK OF AMERICA, N.A.



as
Collateral Agent




 




ASSIGNMENT OF RECEIVABLES

(FORDERUNGSZESSION)





 




 









 






	 	 	 	 	 
	TABLE OF CONTENT	 	PAGE	 
	1. DEFINITIONS AND LANGUAGE

	 	 	2	 
	2. ASSIGNMENT OF RECEIVABLES

	 	 	5	 
	3. ASSIGNMENT AND TRANSFER OF ANCILLARY RIGHTS

	 	 	6	 
	4. DELIVERY OF UPDATED RECEIVABLES LISTS

	 	 	7	 
	5. EXTENDED OR BROADENED RESERVATION OF TITLE

	 	 	7	 
	6. NOTIFICATION OF ASSIGNMENTS AND TERMINATION OF CURRENT ACCOUNT ARRANGEMENTS

	 	 	8	 
	7. SPECIFIC AGREEMENTS WITH RESPECT TO THE PURCHASED RECEIVABLES

	 	 	9	 
	8. SECURED OBLIGATIONS

	 	 	10	 
	9. DISPOSAL OVER RECEIVABLES

	 	 	11	 
	10. REALISATION OF COLLATERAL

	 	 	11	 
	11. LIMITATION OF ENFORCEMENT

	 	 	12	 
	12. WAIVER OF ASSIGNOR’S DEFENSES AND OF SUBROGATION RIGHTS

	 	 	13	 
	13. RELEASE OF THE COLLATERAL

	 	 	13	 
	14. DURATION AND INDEPENDENCE

	 	 	14	 
	15. REPRESENTATIONS AND WARRANTIES

	 	 	15	 
	16. UNDERTAKINGS OF THE ASSIGNOR

	 	 	16	 
	17. INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS

	 	 	18	 
	18. NOTICES

	 	 	18	 
	19. WAIVER

	 	 	19	 
	20. COUNTERPARTS

	 	 	19	 
	21. GOVERNING LAW AND JURISDICTION

	 	 	20	 
	22. LIABILITY AND INDEMNIFICATION

	 	 	20	 
	23. AMENDMENTS

	 	 	20	 
	24. ANNEXES, SCHEDULES

	 	 	20	 
	25. SEVERABILITY

	 	 	20	 
	SCHEDULE 1 Certificate

	 	 	- 1 -	 
	SCHEDULE 2 Form of Notice of Transfer

	 	 	- 3 -	 
	SCHEDULE 3 Receivables List
	 	 	- 4 -	 






 









 





This RECEIVABLES ASSIGNMENT AGREEMENT (the “Agreement”) is dated December 17, 2010 and made




Between:





	(1)	 	Novelis AG, a stock corporation organized under the laws of Switzerland, having its business
address Sternenfeldstrasse 19, 8700 Küsnacht, Zurich, Switzerland (the “Assignor”); and
	 
	(2)	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A. (in its capacity as Collateral Agent under the ABL Credit
Agreement (as defined below), the “Collateral Agent”).





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act (“Holdings”), the Subsidiary
Guarantors, the lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender (as the foregoing capitalized terms are defined in the ABL Credit
Agreement), the lenders thereunder have agreed to grant revolving loans and other extensions
of credit (the “ABL Loans”) to the ABL Borrowers.






	(B)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “Term Loan Credit
Agreement”) among, inter alios, NOVELIS INC., a corporation amalgamated under the Canada
Business Corporations Act (the “Term Loan Borrower”), Holdings, the Subsidiary Guarantors, the
lenders party thereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,
“Term Loan Administrative Agent”) and as Collateral Agent (as the foregoing capitalized terms
are defined in the Term Loan Credit Agreement), the lenders thereunder have agreed to extend
credit to the Term Loan Borrower in the form of initial term loans (the “Initial Term Loans”)
and, if so requested by the Term Loan Borrower by written notice to the Term Loan
Administrative Agent and provided that the approached existing lender elects to provide the
respective commitment, in the form of incremental commitment term loans effected by a
respective joinder agreement to the Term Loan Credit Agreement (the “Incremental Term Loans”),
and certain refinancing indebtedness in respect of all or any portion of the Term Loans then
outstanding (the “Other Term Loans” and, together with the Initial Term Loans and the
Incremental Term Loans referred to as the “Term Loans”).




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	(D)	 	The ABL Loans and the Term Loans are collectively referred to as the “Loans”, and the ABL
Credit Agreement and the Term Loan Credit Agreement are collectively referred to as the
“Credit Agreements” and each a “Credit Agreement”).
	 
	(E)	 	The Assignor, in connection with the entering into the ABL Credit Agreement, entered into a
non-recourse Receivables Purchase Agreement (as defined below) with Novelis Deutschland GmbH.
The Assignor enters into this Agreement with a view to, inter alia, finance the purchase of
Purchased Receivables under, and as defined in, the Receivables Purchase Agreement and in
order to provide security for the Secured Obligations (as defined below).
	 
	(F)	 	It is one of the conditions for granting the Loans that the Assignor enters into this
Agreement.




NOW, IT IS AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE






	1.1	 	In this Agreement:




“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit Agreement.



“Abstract Acknowledgments of Indebtedness” shall mean (i) the Abstract Acknowledgment of
Indebtedness and Guarantee (Abstraktes Schuldanerkenntnis und Garantie) among Novelis Aluminium
Holdings Company, Novelis Deutschland GmbH and the Collateral Agent, granted in connection with the
ABL Credit Agreement and (ii) the Abstract Acknowledgment of Indebtedness and Guarantee (Abstraktes
Schuldanerkenntnis und Garantie) among Novelis Aluminium Holdings Company, Novelis Deutschland GmbH
and the Collateral Agent, granted in connection with the Term Loan Credit Agreement and “Abstract
Acknowledgement of Indebtedness” shall mean each of them.



“Aged Debtor List” shall mean, 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” shall mean a blank notification letter in the form set out in
Schedule 1 (Blank Notification Letter).



“Borrowers” shall mean collectively the ABL Borrowers and the Term Loan Borrower.





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“Event of Default” shall mean any Event of Default as defined in the ABL Credit Agreement and/or
any Event of Default as defined in the Term Loan Credit Agreement, as the context requires.



“Lenders” shall mean the Lenders under the ABL Credit Agreement and/or the Lenders under the Term
Loan Credit Agreement, as the context requires.



“Loan Documents” shall mean the “Loan Documents” as defined in the ABL Credit Agreement and the
“Loan Documents” as defined in the Term Loan Credit Agreement.



“Loan Parties” shall mean the Loan Parties as defined in the ABL Credit Agreement and the Loan
Parties as defined in the Term Loan Credit Agreement.



“Notice Event” shall mean any time where (i) Excess Availability (as defined in the Credit
Agreement) is less than USD 110 million, or (ii) a Termination Event (as defined in the Receivables
Purchase Agreement) or an Event of Default has occurred.



“Parties” shall mean the Assignor and the Collateral Agent.



“Permitted Lien” has the meaning given to such term in the ABL Credit Agreement and the Term Loan
Credit Agreement, as the context requires.



“Receivables List” shall mean a list of certain Purchased Receivables prepared in the form of
Schedule 3 (Form of Receivables List).



“Receivables Purchase Agreement” shall mean the agreement between the Assignor and Novelis
Deutschland GmbH as amended and restated on December 17, 2010 (as amended from time to time)
pursuant to which certain receivables owned or to be created by Novelis Deutschland GmbH under
certain of its supply contracts have been sold and assigned to the Assignor by way of a true sale.



“Secured Obligations” shall comprise



(I) (a) obligations of the ABL 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 Insolvency Proceeding, regardless of whether allowed or
allowable in such proceeding) on the ABL 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 ABL 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, (iii) Extraordinary
Expenses and (iv) 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



3









 






of any Insolvency Proceeding, regardless of whether allowed or
allowable in such proceeding), of the ABL 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 Secured Bank
Product Obligations (for purposes of clause (I) “Loan Parties”, “Insolvency Proceeding”, “Letter of
Credit”, “Reimbursement Obligations”, “Extraordinary Expenses” and “Loan Documents” and “Secured
Bank Product Obligations” have the meaning set forth in the ABL Credit Agreement);



(II) (a) obligations of the Term Loan Borrower 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 Term Loans, 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
Borrower and the other Loan Parties under the Term Loan Credit Agreement and the other Loan
Documents, and (b) the due and punctual payment of all obligations of the Term Loan Borrower and
the other Loan Parties under each Hedging Agreement entered into with any Secured Hedge Provider
under the Term Loan Credit Agreement (for purposes of clause (II), “Loan Parties”, “Hedging
Agreement”, “Secured Party” and “Secured Hedge Provider” have the meaning set forth in the Term
Loan Credit Agreement); and



(III) the Abstract Acknowledgements of Indebtedness.



“Secured Parties” shall mean all Secured Parties as defined in the ABL Credit Agreement, and all
Secured Parties as defined in the Term Loan Credit Agreement.



“Supply Contract” shall mean 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	 	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 Receivables Purchase Agreement and, to the extent not defined therein, the ABL
Credit Agreement and/or the Term Loan Credit Agreement, as the context requires.




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	 	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 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.	 	The Assignor hereby assigns (tritt ab) to the Collateral Agent:






	 	2.1.1	 	All receivables purchased from Novelis Deutschland GmbH under the Receivables
Purchase Agreement;
	 
	 	2.1.2	 	all receivables (Forderungen) specified in the Receivables List or in any
Updated Receivables List other than receivables marked as excluded thereon and all
receivables specified on any Aged Debtor List;
	 
	 	2.1.3	 	all present, future, actual or contingent receivables owed or becoming owed to
the Assignor by Novelis Deutschland GmbH;
	 
	 	2.1.4	 	all rights, including but not limited to rights under credit insurances,
pertaining to the receivables acquired by the Assignor under the Receivables Purchase
Agreement;
	 
	 	2.1.5	 	all claims and rights arising out of, or in connection with, the Receivables
Purchase Agreement including, without limitation, claims and rights against Novelis
Deutschland GmbH; and
	 
	 	2.1.6	 	all claims transferred to the Assignor by any third party and arising from any
of the legal grounds (Rechtsgrund) set out under Clause 2.1.3.
	 
	 	2.1.7	 	The present and future receivables claims and rights referenced and to be
assigned in this Clause 2.1, are in this Agreement referred to as the “Receivables”.






	2.2	 	Subject to Clause 5.1, 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




5









 






	 	 	Receivables shall
pass to the Collateral Agent on the date such Receivables come into existence.
	 
	2.3	 	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.
	 
	2.4	 	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 2.2, 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). Among other things, this includes the assignment of pledges over
bank accounts that are agreed by Novelis Deutschland GmbH for the benefit of the Assignor to
secure certain of the Receivables as well as all rights and claims of the Assignor under a
trust relationship with respect to bank accounts held by Novelis Deutschland GmbH with
Commerzbank AG and/or Deutsche Bank AG that is agreed on or about the date hereof.
	 
	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.




6









 












	4.	 	DELIVERY OF UPDATED RECEIVABLES LISTS
	 
	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 Lists; the first
Aged Debtor 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.
	 
	4.3	 	Each delivery of an Updated Receivables List, of an Aged Debtor List, or of the Receivables
List, as the case may be, by the Assignor shall constitute an agreement as to the transfer
(Abtretung) of the Receivables listed in such Updated Receivables List, Aged Debtor List or
Receivables List by the Assignor to the Collateral Agent. The Updated Receivables List and the
Aged Debtor 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 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.
	 
	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.
	 
	5.	 	EXTENDED OR BROADENED RESERVATION OF TITLE
	 
	5.1	 	To the extent that Receivables are or will become subject to customary extended or broadened
reservation of title arrangement (verlängerter oder erweiterter Eigentumsvorbehalt) between
the Assignor and its supplier (Lieferant), the assignment of these Receivables shall be agreed
immediately but be subject to the extinction or discharge of the retention of the title. To
the extent the supplier is only partly entitled to the Receivables, the assignment of the
Receivables shall be agreed










7









 







	 	 	with immediate effect with respect to an amount equal to the part
of the Receivables to which the Assignor is entitled and the assignment of the other part
shall be subject to the extended or broadened reservation of title.






	5.2	 	To the extent that the Assignor is entitled to a re-assignment of a claim by a supplier
pursuant to an extended or broadened reservation of title or the proceeds of a sale which the
supplier has received, the Assignor hereby assigns to the Collateral Agent all rights to such
claims together with any ancillary rights attached thereto.
	 
	5.3	 	The Assignor shall, where appropriate and in the ordinary course of its business, terminate
any extended or broadened reservation of title arrangements by paying the purchase price to
the relevant supplier. The Collateral Agent shall at any time be entitled to pay the purchase
price or part thereof on the part and at the costs of the Assignor itself in order to
terminate such extended transfer of title arrangement.
	 
	5.4	 	The Assignor hereby assigns to the Collateral Agent any claims that it currently has or will
have in the future against such supplier in the event that the supply arrangement is
terminated or not performed properly, in particular claims to return of payments already made
and claims to damages.
	 
	6.	 	NOTIFICATION OF ASSIGNMENTS AND TERMINATION OF CURRENT ACCOUNT ARRANGEMENTS
	 
	6.1	 	Pursuant to Section 7.2, the Collateral Agent (or the Collateral Agent’s designee, assignee
or pledgee) may from time to time give notices to each Account Debtor (other than the Excluded
Account Debtors), and terminate any current account arrangements entered into with the
relevant Account Debtor. To this effect, the Assignor shall deliver to the Collateral Agent no
later than 10 Business Days after the execution of this Agreement 10 notarially certified and
10 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 authorized signatory/ies. Each notification made by the Collateral Agent (or any
of its designees or subsequent assignees or pledgees) in accordance with this Clause 6. 1 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.
	 
	6.2	 	The Assignor shall immediately after the execution of this Agreement notify Novelis
Deutschland GmbH of the assignments agreed herein.





8









 











	7.	 	SPECIFIC AGREEMENTS WITH RESPECT TO THE PURCHASED RECEIVABLES
	 
	7.1	 	The Assignor shall not waive, amend, supplement, or modify the Receivables Purchase
Agreement, or exercise any discretionary rights thereunder, or agree to do any of the
foregoing (including without limitation approving any “Qualified Legal Opinion” thereunder,
revising the list of “Qualified Jurisdictions” thereunder or designation of the “Collection
Account” thereunder), without the express written consent of the Collateral Agent. The
Assignor shall, upon request of the Collateral Agent (which request may be delivered in the
sole discretion of Collateral Agent), exercise its rights under the Receivables Purchase
Agreement (including, without limitation, with respect to requests for documentation permitted
thereunder) in accordance with the instructions of the Collateral Agent; provided that any
request to give notice to Account Debtors (as defined in the Receivables Purchase Agreement)
shall be subject to the applicable limitations of Clauses 7.2 to 7.4 below. As soon as
practicable following the closing of the Credit Agreement and in any event within 90 days
thereafter, the Assignor shall establish a Collection Account (as defined in the Receivables
Purchase Agreement) satisfactory to the Collateral Agent for each currency in which Purchased
Receivables are received by Novelis Deutschland GmbH and such accounts shall be deemed
Assigned Accounts and shall be assigned to the Collateral Agent pursuant to an account
assignment agreement in form and substance satisfactory to the Collateral Agent and subject to
a legal opinion in form and substance satisfactory to the Collateral Agent. The Assignor shall
provide Novelis Deutschland GmbH notice of the establishment of such accounts along with all
relevant account information and the designation of such accounts as the exclusive Collection
Accounts to which all Account Debtors (other than Excluded Account Debtors) shall be directed
to make payment. The agreement establishing each such “Collection Account” shall provide that
the account bank irrevocably and unconditionally waives rights in respect of and agrees not to
make any set-off or deduction from the accounts or invoke any right of pledge in relation to
the accounts, other than in relation to charges payable in connection with the maintenance of
the accounts or other account charges or fees payable in the ordinary course of business.
Subject to satisfaction of the foregoing requirements with respect to new Collection Accounts,
the Collateral Agent agrees to permit the original Collection Account to remain a Collection
Account until a Termination Event has occurred.
	 
	7.2	 	Upon the occurrence of a Notice Event of the type referred to in clause (i) of the definition
thereof, the Assignor shall, or shall cause Novelis Deutschland GmbH to, within fifteen (15)
days of written request from the Collateral Agent (which request may be delivered in the sole
discretion of Collateral Agent), deliver notices to all “Large Customers” (as defined in the
Receivables Purchase Agreement) of all Purchased Receivables of the transfer and assignment to
the Assignor (as





9









 





	 	 	contemplated by Section 5.6 of the Receivables Purchase Agreement) and may
provide such notice to all “Small Customers” (as defined in the Receivables Purchase
Agreement) of all Purchased Receivables; provided, that, if the Assignor and/or Novelis
Deutschland GmbH does not within such period comply with such request, the Collateral Agent
may (and is hereby authorized to) deliver such notices itself (and the cost of such delivery
shall be reimbursed to the Collateral Agent pursuant to Clause 22.2 of this Agreement).






	7.3	 	Upon the occurrence of a Notice Event of the type referred to in clause (ii) of the
definition thereof, the Assignor shall, or shall cause Novelis Deutschland GmbH to, within
fifteen (15) days of written request of the Collateral Agent (which request may be delivered
in the sole discretion of Collateral Agent), deliver notices to all Account Debtors (as
defined in the Receivables Purchase Agreement) of all Purchased Receivables of the transfer
and assignment to the Assignor and the further assignment by the Assignor to the Collateral
Agent pursuant to Clause 6 of this Agreement, together with designation of one or more new
“Collection Accounts” (as defined in the Receivables Purchase Agreement) designated by the
Collateral Agent; provided, that, the Collateral Agent may (and is hereby authorized to)
deliver such notices itself (and the cost of such delivery shall be reimbursed to the
Collateral Agent pursuant to Section 11 of this Agreement).
	 
	7.4	 	Until a Termination Event has occurred, the Collateral Agent agrees not to require any notice
or consent under Section 4(c) of Annex B to the Receivables Purchase Agreement except to the
extent a notice or consent is required to be obtained hereunder or under the Receivables
Purchase Agreement for the related Receivable.
	 
	7.5	 	The Collateral Agent agrees (a) to limit the Required Data to the information required in
connection with a Borrowing Base Certificate and (b) to permit the Assignor to grant waivers
under Section 5.9(g) of the Receivables Purchase Agreement, in each case unless an Event of
Default has occurred under the Credit Agreement or the Term Loan Credit Agreement.
	 
	7.6	 	The Assignor shall promptly deliver a copy of each notice and document to the Collateral
Agent that it receives from the Seller or delivers to the Seller under the Receivables
Purchase Agreement.
	 
	8.	 	SECURED OBLIGATIONS
	 
	 	 	The security created hereunder secures the payment of all Secured Obligations. 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.







10









 






	9.	 	DISPOSAL OVER RECEIVABLES
	 
	9.1	 	In relation to the debtors, the Assignor shall be authorized (ermächtigt) to collect
(einziehen) the Receivables in its ordinary course of business, including the right to waive
(whether by agreement on forgiveness of debt (Erlassvertrag) or by negative acknowledgement of
debt (negatives Schuldanerkenntnis)) Receivables in the ordinary course of business. The
Assignor is authorized to delegate the authorization to collect to Novelis Deutschland GmbH.
The Collateral Agent shall be entitled to revoke the authorization granted under this Clause
9.1 at any time after any of the events described in Clauses 10.1 and 10.5 has occurred.
	 
	9.2	 	The sale 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. For the avoidance of doubt, any further restrictions imposed under the
Loan Documents shall remain unaffected thereby.
	 
	10.	 	REALISATION OF COLLATERAL
	 
	10.1	 	The Collateral shall become immediately enforceable if an Event of Default is continuing and
any of the Secured Obligations have not been paid when due and payable, and the Collateral
Agent gives notice to the Assignor that the Collateral in question is enforceable. After the
Collateral has become enforceable, the Collateral Agent may in its absolute discretion enforce
all or any part of this Collateral in any manner it sees fit.
	 
	10.2	 	Upon revocation of the authorization granted pursuant to Clause 9.1 above, the Assignor
shall be obligated, upon request of the Collateral Agent, to notify debtors of the assignment
in writing substantially in the form of Schedule 1.
	 
	10.3	 	The realization (Verwertung) of the Collateral (or any part thereof) shall not require a
prior court ruling or any other enforceable title (vollstreckbarer Titel).
	 
	10.4	 	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.
	 
	10.5	 	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 or the Secured
Parties. Such Realization Notice shall in particular not be required, if:




11









 












	 	10.5.1	 	the Assignor or any of the Borrowers 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);
	 
	 	10.5.2	 	the Assignor or any of the Borrowers becomes over-indebted (within the meaning of
Section 725 para. 2 of the Swiss Code of Obligations.
	 
	 	10.5.3	 	the Assignor or any of the Borrowers files an application for the institution of
insolvency proceedings or similar proceedings over its assets;
	 
	 	10.5.4	 	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
	 
	 	10.5.5	 	a preliminary insolvency administrator (vorläufiger Insolvenzverwalter bzw.
provisorischer Sachwalter) or an insolvency administrator (Insolvenzverwalter bzw.
Sachwalter) or any similar kind of receiver, liquidator or administrator has been
appointed over the assets of the Assignor or any of the Borrowers.






	10.6	 	The Realization Notice pursuant to the first sentence of Clause 10.5 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 Borrowers.
	 
	10.7	 	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.
	 
	10.8	 	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.
	 
	10.9	 	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.
	 
	10.10	 	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.






	11.	 	LIMITATION OF ENFORCEMENT
	 
		 	If and to the extent (i) the obligations of the Assignor under this Agreement are for the
exclusive benefit of the affiliates of the Assignor (except for the (direct or indirect)







12









 






		 	subsidiaries of the Assignor) 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 sections 7.12 (Swiss Guarantors)
of each of the Term Loan Credit Agreement and the ABL Credit Agreement shall apply to any
enforcement of the Collateral and to the proceeds of such enforcement.







	12.	 	WAIVER OF ASSIGNOR’S DEFENSES AND OF SUBROGATION RIGHTS
	 
	12.1	 	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).
	 
	12.2	 	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.
	 
	13.	 	RELEASE OF THE COLLATERAL
	 
	13.1	 	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. If
the Collateral Agent is authorized to release in whole or in part any assigned collateral
under both the Term Loan Credit Agreement and the ABL Credit Agreement, the Collateral Agent
is authorized to release the Collateral under this Agreement.
	 
	13.2	 	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.




13









 






	13.3	 	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 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.
	 
	14.	 	DURATION AND INDEPENDENCE
	 
	14.1	 	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.
	 
	14.2	 	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.
	 
	14.3	 	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.




14









 






	15.	 	REPRESENTATIONS AND WARRANTIES
	 
	15.1	 	The Assignor represents and warrants (sichert zu) to the Collateral Agent by way of an
independent guarantee (selbständiges Garantieversprechen) that:






	 	15.1.1	 	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 the Assignor is bound, (iii) be in any
material way 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.
	 
	 	15.1.2	 	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 on
or about the date of this Agreement.
	 
	 	15.1.3	 	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).
	 
	 	15.1.4	 	As long as this Agreement remains in force, the Receivables specified in the
Receivables 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,except for Permitted Liens;
	 
	 	15.1.5	 	it has the power to convey legal and beneficial ownership of the Purchased
Receivables to the Collateral Agent;
	 
	 	15.1.6	 	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 Collateral Agent full and unencumbered title thereto and the benefit
thereof to the Collateral Agent and, no further act, condition or thing will be
required to be done in connection therewith to enable the Collateral Agent to enforce
payment of any such Receivable from the relevant Account Debtor in the jurisdiction of
domicile of such Account Debtor;




15









 












	 	15.1.7	 	following assignment in the manner contemplated by this Agreement, each Large
Customer Receivable will represent a valid claim by the Collateral Agent 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 Collateral
Agent 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;
	 
	 	15.1.8	 	it has not (except to the Collateral Agent 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 Assignor will not purport to further assign, transfer or otherwise dispose of
any of its rights in respect of any such Purchased Receivable;
	 
	 	15.1.9	 	such Purchased Receivables can be segregated and identified for ownership purposes on
any day;
	 
	 	15.1.10	 	such Receivables are free and clear of any liens, security interests or other
encumbrances, except as provided for in this Agreement and Permitted Liens and save for
the rights of the relevant Account Debtor under each Supply Contract;
	 
	 	15.1.11	 	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;
	 
	 	15.1.12	 	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
Assignor at the date hereof, no such lien, right of rescission, counterclaim, set-off,
defence or right of retention has been asserted against the Assignor in respect
thereof;
	 
	 	15.1.13	 	at the date hereof 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 ordnungsmäßiger
Buchführung).






	16.	 	UNDERTAKINGS OF THE ASSIGNOR




The Assignor undertakes towards the Collateral Agent and the Secured Parties:



16









 








	16.1	 	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 each and all of the Credit Agreements;
	 
	16.2	 	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
Clauses 10.1 and 10.5 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;
	 
	16.3	 	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 measures by the Collateral
Agent shall be borne by the Assignor. This shall also apply to the institution of legal action
which the Collateral Agent considers necessary;
	 
	16.4	 	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.
	 
	16.5	 	to execute and do all such assurances, acts and things at its own expense, as the Collateral
Agent may reasonably require






	 	16.5.1	 	for perfecting or protecting the security and the first priority thereof, where
applicable, under this Agreement; and
	 
	 	16.5.2	 	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.




17









 












	17.	 	INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS
	 
	17.1	 	The Collateral Agent is acting hereunder in its capacity as “Collateral Agent” for the
Secured Parties as defined in the ABL Credit Agreement and as sub-agent and bailee for the
TermLoan Collateral Agent (as defined in the Intercreditor Agreement) pursuant to Section 7.4
of the Intercreditor Agreement.
	 
	17.2	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the intention
of the parties hereto that such terms and provisions in such documents shall be read together
and construed, to the fullest extent possible, to be in concert with each other. In the event
of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Credit Agreements shall control and govern. 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 (a) the provisions of
the intercreditor agreement dated on or about December 17, 2010 (the “Intercreditor
Agreement”), among Bank of America, N.A. as Revolving Credit Administrative Agent and
Revolving Credit Collateral Agent (as defined therein), Bank of America, N.A., as Term Loan
Administrative Agent and Term Loan Collateral Agent (as defined therein); and the grantors
party thereto, and (b) the provisions of section 11.22 of the Term Loan Credit Agreement; for
the avoidance of doubt, the in rem aspects of the security granted under this Agreement shall
be exclusively governed by this 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. Except as provided for in this
paragraph, notwithstanding anything herein to the contrary, the Credit Agreements, including
Article X of the ABL Credit Agreement and Section 11.19 of the Term Loan Credit Agreement,
shall govern and control the exercise of remedies by the Collateral Agent.
	 
	18.	 	NOTICES
	 
	18.1	 	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:
	 
	18.2	 	If to the Collateral Agent:





18









 








Bank of America, N.A.

Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603, U.S.A.

Attention: Account Officer

Fax: + 312-453-5555





	18.3	 	If to the Assignor:




Novelis AG

Sternenfeldstrasse 19

CH- 8700 Küsnacht, Zurich

Switzerland

Attention: Legal Counsel

Fax: +41 44 386 21 510





	 	 	
or to such other address as the recipient may notify or may have notified to the other party
in writing.








	18.4	 	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.
	 
	19.	 	WAIVER
	 
	19.1	 	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.
	 
	19.2	 	Any rights pursuant to this Agreement, including the rights under this Clause, may be waived
only in writing.
	 
	20.	 	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 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.






19









 












	21.	 	GOVERNING LAW AND JURISDICTION
	 
	21.1	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.
	 
	21.2	 	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.
	 
	22.	 	LIABILITY AND INDEMNIFICATION
	 
	22.1	 	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.
	 
	22.2	 	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.
	 
	23.	 	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.
	 
	24.	 	ANNEXES, SCHEDULES
	 
	 	 	All Annexes and Schedules to this Agreement shall form an integral part hereof.
	 
	25.	 	SEVERABILITY
	 
	25.1	 	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






20









 











	 	 	intended or would have intended if they had
considered the matter. In the event that any Receivables 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 Receivables granted under this Agreement.





	25.2	 	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.




21









 











SCHEDULE 1

Certificate




[Letterhead of Novelis AG]



TO WHOM IT MAY CONCERN



Date:
[•]



This is to declare and certify that Novelis AG has assigned its present and future receivables and
related accessory and ancillary rights in accordance with a receivables assignment agreement dated
on or about December 17, 2010 to Bank of America, N.A. (the “Receivables Assignment Agreement”).



Further to the Receivables Assignment Agreement, you are hereby instructed to make any and all
payments owed by you to Novelis AG solely in accordance with any instructions you may receive from
Bank of America, N.A.or any of its assignees, chargees or pledgees.



Furthermore, pursuant to the authorisation granted to us under the Receivables Assignment
Agreement, we hereby terminate any current account arrangements (Kontokorrent) that are in
existence between you and Novelis Deutschland GmbH and demand determination of the net balance from
you.



This declaration is irrevocable.



SIGNED on behalf of



NOVELIS AG




	 	 	 	 	 	 	 

	 


	 	 
	 	 

	 	 
	Name:

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 





Enclosures: Form of Acknowledgement




 









 








Form of Acknowledgement




To: Bank of America, N.A.




	 	 	 	 	 
	Date: 	 	 








Re: Receivables Assignment Agreement



Dear Sirs,



We hereby
acknowledge receipt of the notice of Assignment of Receivables dated
[•] 2010 (the
“Notice”), whereby we are put on notice that Novelis AG has assigned all of its present and future
rights and claims against us arising under our business connection, to Bank of America, N.A.
pursuant to a receivables assignment agreement dated on or about December 17, 2010.



[We hereby also confirm that we have received the notice of the termination of the current account
arrangements (Kontokorrent) and that we will determine the net balance.]1



We hereby confirm to act in accordance with the instructions made in the Notice.



Yours sincerely,




	 	 	 	 	 
	[Name of third party debtor]

 	 
	by:  	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 





 




			
	1 	 	Insert as applicable, i.e. if cuurent account arrangements exist.




 









 










SCHEDULE 2

Form of Notice of Transfer



From: [Bank of America, N.A. 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 as amended and
restated on December 17, 2010 (as amended from time to time) 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”) for which you are the debtor.
Further, in accordance with the provisions of an assignment of receivables dated on or about
December 17, 2010, 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.



Furthermore, pursuant to the authorisation granted to us under the Receivables Assignment
Agreement, we hereby terminate any current account arrangements (Kontokorrent) that are in
existence between you and Novelis Deutschland GmbH and demand determination of the net balance from
you.



Please make any further payment to the following account [__].



All payments made to Novelis Deutschland GmbH or Novelis AG in relation to the above Purchased
Receivables will be of no effect vis-à-vis ourselves after you have received this letter. Such
payments to Novelis Deutschland GmbH or Novelis AG will not result in a discharge of your
obligations under the Purchased Receivables.



Novelis Deutschland GmbH and Novelis AG have authorised us 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.]






 









 








SCHEDULE 3

Receivables List




-CD-ROM-



 









 





Signatories




 












 





Execution Copy




NOVELIS DEUTSCHLAND GMBH

as Transferor




and




BANK OF AMERICA, N.A.

as Collateral Agent




 





TRANSFER OF TITLE TO MOVABLE ASSETS

(SICHERUNGSÜBEREIGNUNG)




 










 









 








	 	 	 	 	 
	TABLE OF CONTENTS	 	PAGE	 
	1. DEFINITIONS AND LANGUAGE
	 	 	2	 
	2. TRANSFER OF TITLE
	 	 	6	 
	3. DELIVERY (ÜBERGABE) OF SECURITY ASSETS
	 	 	8	 
	4. DELIVERY OF UPDATED ASSET LISTS
	 	 	8	 
	5. RETENTION OF TITLE
	 	 	9	 
	6. USE, LABELING AND TRANSFER OF THE SECURITY ASSETS
	 	 	10	 
	7. USE OF THE INVENTORY IN PRODUCTION PROCESS
	 	 	11	 
	8. RELOCATION OF INTERNAL INVENTORY
	 	 	12	 
	9. INSURANCE OF THE COLLATERAL
	 	 	12	 
	10. SECURED OBLIGATIONS
	 	 	13	 
	11. DISPOSAL OVER SECURITY ASSETS; TRANSFER OF POSSESSION OF SECURITY
ASSETS TO COLLATERAL AGENT
	 	 	13	 
	12. REALISATION OF THE SECURITY ASSETS
	 	 	13	 
	13. LIMITATION OF ENFORCEMENT
	 	 	16	 
	14. WAIVER OF TRANSFEROR’S DEFENSES AND OF SUBROGATION RIGHTS
	 	 	19	 
	15. RELEASE OF THE SECURITY ASSETS
	 	 	19	 
	16. DURATION AND INDEPENDENCE
	 	 	20	 
	17. REPRESENTATIONS AND WARRANTIES
	 	 	20	 
	18. UNDERTAKINGS OF THE TRANSFEROR
	 	 	22	 
	19. INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS
	 	 	24	 
	20. NOTICES
	 	 	25	 
	21. WAIVER
	 	 	25	 
	22. GOVERNING LAW AND JURISDICTION
	 	 	26	 
	23. LIABILITY AND INDEMNIFICATION
	 	 	26	 
	24. AMENDMENTS
	 	 	26	 
	25. ANNEXES, SCHEDULES
	 	 	27	 
	26. SEVERABILITY
	 	 	27	 
	SCHEDULE 1 Asset List
	 	 	- 1 -	 
	SCHEDULE 2 Site Maps
	 	 	- 2 -	 
	SCHEDULE 3 Form of Inclusion of New Security Area
	 	 	- 3 -	 






 









 





This TRANSFER OF TITLE AGREEMENT (the “Agreement”) is made on December 17, 2010



Between:





	1.	 	Novelis Deutschland GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung)
organised under the laws of the Federal Republic of Germany, having its business address at
Hannoversche Strasse 1, 37075 Göttingen, Germany, which is registered in the commercial
register (Handelsregister) of the local court (Amtsgericht) of Göttingen under HRB 772 (the
“Transferor”); and
	 
	2.	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A. (in its capacity as the Collateral Agent under the ABL Credit
Agreement (as defined below), the “Collateral Agent”).





WHEREAS:





	A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the ABL Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act (“Holdings”), the Subsidiary
Guarantors, the lenders party thereto, BANK OF AMERICA, N.A., as Issuing Bank, U.S. Swingline
Lender, Collateral Agent and Administrative Agent and THE ROYAL BANK OF SCOTLAND PLC, as
European Swingline Lender (as the foregoing capitalized terms are defined in the ABL Credit
Agreement), the lenders thereunder have agreed to grant revolving loans and other extensions
of credit (the “ABL Loans”) to the ABL Borrowers.
	 
	B)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “Term Loan Credit
Agreement”) among, inter alios, NOVELIS INC., a corporation amalgamated under the Canada
Business Corporations Act (the “Term Loan Borrower”), Holdings, the Subsidiary Guarantors, the
lenders party thereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity,
“Term Loan Administrative Agent”) and as Collateral Agent (as the foregoing capitalized terms
are defined in the Term Loan Credit Agreement), the lenders thereunder have agreed to extend
credit to the Term Loan Borrower in the form of initial term loans (the “Initial Term Loans”)
and, if so requested by the Term Loan Borrower by written notice to the Term Loan
Administrative Agent and provided that the approached existing lender elects to provide the
respective commitment, in the form of incremental commitment term loans effected by a
respective joinder agreement to the Term Loan Credit Agreement (the “Incremental Term Loans”),




1









 












	 	 	and certain refinancing indebtedness in respect of all or any portion of the Term Loans
then outstanding (the “Other Term Loans” and, together with the Initial Term Loans and the
Incremental Term Loans referred to as the “Term Loans”).
	 
	C)	 	The ABL Loans and the Term Loans are collectively referred to as the “Loans”, and the ABL
Credit Agreement and the Term Loan Credit Agreement are collectively referred to as the
“Credit Agreements” and each a “Credit Agreement”.
	 
	D)	 	It is one of the conditions to granting the Loans under the Credit Agreements that the
Transferor enters into this Agreement.
	 
	E)	 	The Transferor has agreed to transfer title to its respective movable assets (as defined
below) as security for the Secured Parties’ respective claims against the Loan Parties under
or in connection with the Loan Documents.




NOW, IT IS AGREED as follows:




1. DEFINITIONS AND LANGUAGE





	1.1	 	In this Agreement:






“ABL Borrowers” shall mean the “Borrowers” as defined in the ABL Credit
Agreement.




“Abstract Acknowledgments of Indebtedness” shall mean (i) the Abstract
Acknowledgment of Indebtedness and Guarantee (Abstraktes Schuldanerkenntnis und
Garantie) among Novelis Aluminium Holdings Company, Novelis Deutschland GmbH
and the Collateral Agent, granted in connection with the ABL Credit Agreement
and (ii) the Abstract Acknowledgment of Indebtedness and Guarantee (Abstraktes
Schuldanerkenntnis und Garantie) among Novelis Aluminium Holdings Company,
Novelis Deutschland GmbH and the Collateral Agent, granted in connection with
the Term Loan Credit Agreement and “Abstract Acknowledgement of Indebtedness”
shall mean each of them.




“Asset List” shall mean the list of movable tangible assets (bewegliche Sachen)
attached to this Agreement as Schedule 1 (Asset List).




“Borrowers” shall mean collectively the ABL Borrowers and the Term Loan
Borrower.




“Event of Default” shall mean any Event of Default as defined in the ABL Credit



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Agreement and/or any Event of Default as defined in the Term Loan Credit
Agreement, as the context requires.




“Inventory” shall mean any fixed assets (Anlagevermögen) and inventories
(Umlaufvermögen) (a) currently located in, or hereafter brought into, the
Security Areas (the “Internal Inventory”) or (b) being owned by the Transferor
and not being located in the Secured Areas (“External Inventory”), in each case
comprising, without limitation, all works in progress, finished stock, spare
parts or materials used or consumed or to be used or consumed in processing,
production, packaging, delivery, shipping or otherwise, as described in any
list delivered on or after the date hereof pursuant to Clauses 2.1 and 4.1, any
such list to be attached to this Agreement and to form an essential part of
thereof.




“Inventory Rights” shall mean all rights the Transferor may have against its
suppliers, its customers or any third party (such as a shipper of goods or a
storage company) pertaining to the Inventory (whether on the basis of the
agreements pursuant to which the Inventory was or will be delivered to or by
the Transferor, on the basis of a third party’s direct possession, where
applicable, of any asset that constitutes Inventory, or otherwise), such as
rights to claim delivery, rights of possession, inchoate rights
(Anwartschaftsrechte), rights to reduce the purchase price and termination
rights, as well as security interests in such goods or in any other rights or
assets.




“Lenders” shall mean the Lenders under the ABL Credit Agreement and/or the
Lenders under the Term Loan Credit Agreement, as the context requires.




“Lien” shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, charge, deposit arrangement, encumbrance, lien (statutory or
other), security interest or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever intended to assure
payment of any indebtedness or the performance of any other obligation,
including any conditional sale or other title retention agreement other than
those arising in the ordinary course of business.




“Loan Parties” shall mean the Loan Parties as defined in the ABL Credit
Agreement and/or the Loan Parties as defined in the Term Loan Agreement, as the
context requires.




“Parties” shall mean the Transferor and the Collateral Agent.




“Permitted Lien” has the meaning given to such term in the ABL Credit Agreement
and/or the Term Loan Credit Agreement, as the context requires.




“Receivables Purchase Agreement” shall mean the receivables purchase



3









 






agreement and any related servicing agreements between Novelis Deutschland GmbH, on the
one hand, and Novelis AG, on the other hand, providing, inter alia, for the
sale and transfer of receivables by Novelis Deutschland GmbH to Novelis AG, as
such agreement may be amended, modified, supplemented or replaced from time to
time, in order that the receivables subject thereto may be included in the
borrowing base established under the ABL Credit Agreement.




“Security Areas” shall mean the areas marked (bordered with a bold line,
hatched, or red-marked) on the site maps attached to this Agreement as
Schedule 2 (Site Maps).




“Secured Obligations” shall comprise




(I) (a) obligations of the ABL 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 Insolvency Proceeding, regardless of whether allowed or
allowable in such proceeding) on the ABL 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 ABL 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, (iii)
Extraordinary Expenses and (iv) 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 Insolvency Proceeding, regardless of whether allowed or
allowable in such proceeding), of the ABL 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 Secured Bank Product Obligations (for purposes of
clause (I) “Loan Parties”, “Insolvency Proceeding”, “Letter of Credit”,
“Reimbursement Obligations”, “Extraordinary Expenses” and “Loan Documents” and
“Secured Bank Product Obligations” have the meaning set forth in the ABL Credit
Agreement);




(II) (a) obligations of the Term Loan Borrower 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 Term Loans, when and



4









 






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 Borrower and the other Loan
Parties under the Term Loan Credit Agreement and the other Loan Documents, and
(b) the due and punctual payment of all obligations of the Term Loan Borrower
and the other Loan Parties under each Hedging Agreement entered into with any
Secured Hedge Provider under the Term Loan Credit Agreement (for purposes of
clause (II), “Loan Parties”, “Hedging Agreement”, “Secured Party” and “Secured
Hedge Provider” have the meaning set forth in the Term Loan Credit Agreement);
and




(III) the Abstract Acknowledgements of Indebtedness.




“Secured Parties” shall mean, collectively, the Secured Parties as defined in
the ABL Credit Agreement and the Secured Parties as defined in the Term Loan
Credit Agreement.




“Updated Asset List” has the meaning given to such term in Subclause 4.2.




	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 Term Loan Credit Agreement and/or the ABL Credit Agreement, as the context
requires.
	 
	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.




5









 






	1.6	 	Any reference in this Agreement to a “Clause”, a “sub-clause” or a “Schedule” shall, subject
to any contrary indication, be construed as a reference to a clause, a sub-clause or a
schedule hereof.
	 
	2.	 	TRANSFER OF TITLE
	 
	2.1	 	The Transferor hereby transfers (übereignet) to the Collateral Agent its current and future
rights (title, co-title, or inchoate rights (Anwartschaftsrechte), as the case may be) to the
Inventory and assigns to the Collateral Agent in its capacity as agent (Treuhand) for and on
behalf of the Secured Parties its current and future Inventory Rights, in particular:






	 	2.1.1	 	all machinery and equipment (including all machines, office equipment,
computer hardware, office furniture), and all inventory (including goods on stock
(Warenvorräte) and all other movable tangible assets (bewegliche Sachen)






	 	(A)	 	that are currently located within the Security Areas; or
	 
	 	(B)	 	that will be located within the Security Areas in the future;






	 	2.1.2	 	the assets, including External Inventory, specified in the Asset List attached
hereto as Schedule 1; and
	 
	 	2.1.3	 	all further assets specified in any Updated Asset List in the future.






	 	 	The assets referred to above, are herein referred to as the “Security Assets”.






	2.2	 	If, at the time of the transfer, the Transferor only has co-ownership (Miteigentum) or an
inchoate right (Anwartschaftsrecht) in any of the Security Assets, only such co-ownership or
inchoate right shall be transferred to the Collateral Agent.
	 
	2.3	 	Ownership, co-ownership and any inchoate right to title in the Security Assets shall pass to
the Collateral Agent




6









 












	 	2.3.1	 	on the date of the signing of this Agreement, for purposes of Clause 2.1.1(A)
or 2.1.2;
	 
	 	2.3.2	 	at the time the Security Asset is delivered to the Security Area, for purposes
of Clause 2.1.1(B); or
	 
	 	2.3.3	 	at the time an Updated Asset List in relation to the assets listed in such
Updated Asset List is delivered, for purposes of Clause 2.1.3.
	 
	 	 	 	Each such transfer shall take effect without further action by either Party or any
other person.






	2.4	 	The Parties agree that, in the case of inchoate rights or any other contractual rights to
claim transfer of title of any assets that constitute Security Assets, title shall pass
directly from the Transferor’s respective supplier to the Collateral Agent. In the event that,
not withstanding the provisions hereof, title in any Security Assets were to pass from a third
party to the Transferor, the Transferor hereby transfers such title to the Collateral Agent as
of the time of the acquisition of title by the Transferor and agrees to hold any such title in
trust for the Collateral Agent until the transfer of title to the Collateral Agent takes
effect.
	 
	2.5	 	The transfer of title to the Collateral Agent shall not be affected by the Transferor
relocating any of the Security Assets to a location outside the Security Areas. The
Transferor’s right to relocate any of the Internal Inventory to premises other than the
Security Areas is subject to Clause 8 (Relocation of Internal Inventory) hereof.
	 
	2.6	 	The Collateral Agent hereby accepts the transfers and assignments made hereby.
	 
	2.7	 	To the extent External Inventory is not already identified in the Asset List, the Transferor
undertakes (i) to provide the Collateral Agent on the date hereof with all available
information in relation to all external sites held and operated by a third party where
External Inventory is kept or deposited which is reasonably required in order to fulfill the
requirements of the German Law principle of identification (Bestimmtheitsgrundsatz) with a
view to grant security interest over the External Inventory by way of security transfer
(Sicherungsübereignung) (the “Information”), and which shall be specified (if necessary) in
terms of the requested type and quality of the Information in consultation with the Collateral
Agent, and (ii) to grant security interest by way of security transfer




7









 






	 	 	(Sicherheitsübereignung) on the date hereof in relation to such External Inventory to the
extent legally possible (in the reasonable opinion of the Collateral Agent) taking into
account the actual particularities at such external sites as evidenced by the Information.
At the reasonable written request of the Collateral Agent, taking into account legitimate
interests of the Transferor and without substantially interfering with reasonable
commercial interests of the Transferor, the Transferor shall re-arrange the storage of
External Inventory in order to safeguard the legitimate interests of the Collateral Agent
and the Secured Parties. The Secured Parties acknowledge that inventory is, in parts,
stored at premises of customers and that in such case, no security transfer can be demanded
which would reasonably require the customers’ consent or cooperation.
	 
	3.	 	DELIVERY (ÜBERGABE) OF SECURITY ASSETS
	 
	 	 	Delivery of physical possession (Besitz) of the Security Assets to the Collateral Agent is
hereby replaced by the Transferor agreeing to hold the Security Assets in gratuitous
custody (unentgeltliche Verwahrung) for the Collateral Agent. To the extent that any third
party has or obtains possession of the Security Assets, the Transferor hereby assigns all
present and future claims to possession (Herausgabeansprüche) of the Security Assets it
has, or will acquire in the future, against such third party to the Collateral Agent.
	 
	4.	 	DELIVERY OF UPDATED ASSET LISTS
	 
	4.1	 	At the date hereof, the Transferor shall at its own expense provide the Collateral Agent
with a full list reflecting the status as of November 30, 2010, of (i) the Internal
Inventory located at the Security Areas and (ii) the External Inventory owned by it (the
“Asset List”), such list to be attached hereto as Schedule 1.
	 
	4.2	 	The Transferor shall deliver to the Collateral Agent no later than the fifteenth Business Day
of each calendar quarter an updated list (the “Updated Asset List”) as per the end of the
preceding calendar quarter; such Updated Asset List shall be delivered for the first time as
per the end of the first calendar quarter of 2011. Such Updated Asset List shall show all
moveable assets owned by the respective Transferor at the date set out on the list. In
addition, such Updated Asset List shall show all movable assets (if any), in which the
respective Transferor has an inchoate right to title at the time of delivery of the list.




8









 






	4.3	 	The Updated Asset List shall be delivered in the same form as the Asset List set out in
Schedule 1 (Asset List).
	 
	4.4	 	Each delivery of an Updated Asset List by the Transferor shall constitute an agreement as to
the transfer (Übereignung) of the Security Assets listed in such Updated Asset List and also
an agreement as to the replacement of delivery according to Clause 3. At the Collateral
Agent’s request, the Updated Asset List shall be delivered by email, by an electronic data
carrier or in such other form as the Collateral Agent requires.
	 
	4.5	 	For the sake of clarification, the transfer under Clause 4.3 shall in no way limit the
generality of the transfer under Clause 2. In particular, if for any reason whatsoever any
Security Asset has not been set out in the Updated Asset List, then the transfer of the
Security Assets under Clause 2 shall not be affected thereby.
	 
	4.6	 	Upon the occurrence of an Event of Default, the Transferor shall, upon request of the
Collateral Agent, deliver an Updated Asset List.
	 
	4.7	 	To the extent the Transferor has instructed a third party with its bookkeeping or data
processing, it hereby authorises the Collateral Agent to obtain the Updated Asset Lists
directly from such third party in its own name and at the Transferor’s costs. The Transferor’s
obligation to deliver the Updated Asset List personally shall not be affected hereby.
	 
	5.	 	RETENTION OF TITLE
	 
	5.1	 	The Transferor shall, in the ordinary course of business, terminate any retention of title
arrangements, including extended and broadened retention of title arrangements (verlängerte
und erweiterte Eigentumsvorbehalte) by paying the purchase price to the relevant supplier. In
the event that the Transferor fails to terminate any such person’s interest, the Collateral
Agent shall be entitled to pay the purchase price or part thereof on behalf and at the costs
of the Transferor in order to terminate such retention of title arrangement when such purchase
price is due. The Transferor is entitled to enter into additional retention of title
arrangements in the ordinary course of business insofar as such additional retention of title
arrangements constitute Permitted Liens.




9









 






	5.2	 	The Transferor hereby assigns to the Collateral Agent any claims that it currently has or
will have in the future against such supplier, in particular, claims to transfer of the
assets, claims in the event that the supply agreement is terminated or not performed properly,
claims to return of payments already made and claims to damages.
	 
	5.3	 	Notwithstanding anything to contrary contained in (i) any individual purchase agreement
entered into, or to be entered into, by the Transferor, or (ii) the general conditions of sale
(Allgemeine Geschäftsbedingungen) to the Transferor, the Transferor hereby irrevocably and
unconditionally waives vis-á-vis the Collateral Agent any retention of title rights or other
security rights, if any, which it may otherwise have in respect of any assets that constitute
Security Assets (except to the extent such waiver would cause the Transferor to breach its
obligations in relation to such Security Assets.
	 
	6.	 	USE, LABELING AND TRANSFER OF THE SECURITY ASSETS
	 
	6.1	 	At the reasonable request of the Collateral Agent and if necessary to preserve legitimate
interests of the Collateral Agent, each piece of Inventory shall at all times be labelled.
Additionally, upon the Collateral Agent’s reasonable request, the Transferor shall label the
relevant Inventory as being owned by the Collateral Agent for security purposes.
	 
	6.2	 	The Transferor’s books and records shall indicate the existence of the Security Interest in
the exhibit (Anhang) to the Transferor’s Financial Statements and the Transferor shall refrain
from any acts or omissions which could prevent third parties who may have a legitimate
interest in obtaining knowledge of such Security Interest from obtaining knowledge thereof.
	 
	6.3	 	The Transferor shall at all times store and treat the Security Assets at its own expense with
the proper diligence and care usually employed by an orderly merchant or ensure such treatment
or storage by third parties and refrain from any acts or omissions which might result in a
damage, other than an immaterial damage, or loss of the Security Assets, and maintain the
Security Assets at all times in the ordinary course of business in a good state of repair,
equivalent to its present condition (except for normal wear and tear), and to replace any
damaged, destroyed or otherwise lost Security Assets in the ordinary course of business,
taking into account the reasonable business interests of the Transferor.




10









 






	7.	 	USE OF THE INVENTORY IN PRODUCTION PROCESS
	 
	7.1	 	Unless any Event of Default has occurred, the Transferor may use the Inventory in any
production process carried on by the Transferor in a lawful manner in the ordinary course of
business.
	 
	7.2	 	To the extent commercially justifiable, the Transferor will in exercising its rights under
clause 7.1 above use its best efforts to ensure that the Collateral Agent will during the
production process remain or become owner (Eigentümer), part owner (Miteigentümer) or have an
inchoate right (Anwartschaftsrecht) in respect of the goods which are the result of such
production process (such goods being hereafter referred to as “New Product”). If as a result
of any production process carried out by the Transferor (whether or not by incorporation of
the Inventory into a New Product) (Vermischung, Vermengung, Verarbeitung), the Transferor is
no longer owner, part-owner or holder of an inchoate right of the New Product or the relevant
Inventory, then as soon as the Transferor regains such rights, such rights shall automatically
be deemed to be transferred to the Collateral Agent. If as result of any production process
carried out by the Transferor the Transferor co-mingles goods or materials owned by it with
goods or materials owned by third parties and the Transferor thereby becomes part-owner or
holder of the resulting New Product of any inchoate right, then, as soon as the Transferor
gains such rights such rights shall be deemed to be transferred to the Collateral Agent.
	 
	7.3	 	To the extent that the Transferor has the right to demand transfer of ownership, part
ownership or inchoate rights, the Transferor hereby assigns such rights to the Collateral
Agent who accepts such assignments.
	 
	7.4	 	To the extent ownership, part-ownership or any inchoate right in the New Products passes on
to the Collateral Agent, the transfer of possession in such New Products will be substituted
by the Transferor holding them in gratuitous custody (unentgeltliche Verwahrung) for the
Collateral Agent.
	 
	7.5	 	If any third party is in, or acquires, possession of any New Product, the Transferor hereby
assigns to the Collateral Agent its present and future claims to demand restitution
(Herausgabe) thereof from such third party and the Collateral Agent accepts such assignment.




11









 






	7.6	 	The Transferor hereby also assigns to the Collateral Agent all present or future claims it
may have against a third party in respect of the production process of the Inventory or the
New Product resulting therefrom and the Collateral Agent accepts such assignment.
	 
	7.7	 	In the event that any production process with respect to the Inventory is or shall be carried
out by a third party on behalf of the Transferor, the Transferor shall procure, at its own
expense, that such production process is legally documented with the care of an orderly
merchant and in particular, without limitation, provide that the Collateral Agent remains or
becomes owner (Eigentümer), part-owner (Miteigentümer) or have an inchoate right in respect of
the New Product, to the extent permitted by applicable law.
	 
	8.	 	RELOCATION OF INTERNAL INVENTORY
	 
	 	 	The Collateral Agent hereby authorizes the Transferor to store any Internal
Inventory at new premises (the “New Premises”), provided that, in the event that such
New Premises is used for more than 6 consecutive months, the Transferor shall
immediately notify the Collateral Agent of its intention of such relocation and
deliver a list setting out the respective Internal Inventory and a detailed site plan
of such New Premises following which the Internal Inventory is readily identifiable to
the satisfaction of the Collateral Agent. For the avoidance of doubt, by delivery of
such site maps, the Transferor designates such New Premises as Security Areas.
	 
	9.	 	INSURANCE OF THE COLLATERAL
	 
	 	 	The Transferor shall at all times prior to the retransfer of the Collateral to the
Transferor pursuant to Clause 15.1 (unless otherwise provided in the Credit Agreements):
	 
	9.1	 	Cause all Security Assets of an insurable nature to be insured and kept insured; and
	 
	9.2	 	as soon as is reasonably practicable following receipt for a request by the Collateral Agent
produce to the Collateral Agent original or duplicate copies or sufficient extracts of every
policy of insurance together with the premium receipts or other evidence of the payment
thereof.




12









 






	10.	 	SECURED OBLIGATIONS
	 
	10.1	 	The security created hereunder secures the payment of all Secured Obligations. The
security created hereunder 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.
	 
	10.2	 	The Collateral Agent shall hold (a) any security over any Revolving Credit Priority
Collateral (as defined in the Intercreditor Agreement) granted hereunder (i) first, as
security for any Secured Obligations owing to the Secured Parties (as defined in the ABL
Credit Agreement) and (ii) second, as security for any Secured Obligations owing to the
Secured Parties (as defined in the Term Loan Credit Agreement), and (b) any security over
any Pari Passu Priority Collateral (as defined in the Intercreditor Agreement) granted
hereunder (i) first, as security for any Secured Obligations owing to the Secured Parties
(as defined in the Term Loan Credit Agreement) and (ii) second, as security for any Secured
Obligations owing to the Secured Parties (as defined in the ABL Credit Agreement), in each
case in accordance with the terms of the Intercreditor Agreement.
	 
	11.	 	DISPOSAL OVER SECURITY ASSETS; TRANSFER OF POSSESSION OF SECURITY ASSETS TO COLLATERAL AGENT
	 
	 	 	In relation to third parties, the Transferor shall be authorised (ermächtigt) to dispose
over (verfügen) its Security Assets in the ordinary course of business. The Collateral
Agent shall be entitled to revoke the authorisation granted under this Clause 11 and may
request transfer of possession of the Security Assets to it by notice to the Transferor at
any time after any of the events described in Clauses 12.1 or 12.6 has occurred.
	 
	12.	 	REALISATION OF THE SECURITY ASSETS
	 
	12.1	 	The Security Assets shall become immediately enforceable if any Event of Default has
occurred, is continuing, unwaived and unremedied and any of the Secured Obligations have not
been paid when due and payable and the Collateral Agent gives notice to the Transferor that
the Security Assets in question are enforceable. After the Security Assets have become
enforceable, the Collateral Agent may in its




13









 






	 	 	absolute discretion enforce all or any part of the Security Assets in any manner it sees
fits.
	 
	12.2	 	The realisation (Verwertung) of the Security Assets (or any part thereof) shall not require a
prior court ruling or any other enforceable title (vollstreckbarer Titel).
	 
	12.3	 	The Collateral Agent shall be entitled to realise the Security Assets — either in whole or
in part — in any legally permissible manner, in particular by public auction (Versteigerung)
or private sale (freier Verkauf).
	 
	12.4	 	If all or part of the Security Assets are sold in a public auction, the public auction may be
held at any place in Germany determined by the Collateral Agent. The public announcement of
such auction shall be made (at the sole discretion of the Collateral Agent) in one or more
regional or supra regional (überregional) German daily newspapers (Tageszeitungen) and in the
German Federal Gazette (Bundesanzeiger). The public announcement shall not be required to be
made more than 10 Business Days before the date of the public auction.
	 
	12.5	 	The Collateral Agent shall be permitted to purchase any of the Security Assets realised in
accordance with the provisions of Clause 12.1.
	 
	12.6	 	The Collateral Agent shall give the Transferor at least 10 Business Days prior written notice
(Androhung) of the intention to realise any of the Security Assets (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:






	 	12.6.1	 	the Transferor or any of the Borrowers cease 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));
	 
	 	12.6.2	 	the Transferor 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




14









 






	 	 	 	(“drohende Zahlungsunfähigkeit” within the meaning of Section 18 of the German
Insolvency Regulation);
	 
	 	12.6.3	 	the Transferor or any of the Borrowers files an application for the institution of
insolvency proceedings or similar proceedings over its assets;
	 
	 	12.6.4	 	any third party files an application for the institution of insolvency proceedings or
similar proceedings over the assets of the Transferor or any of the Borrowers, provided
such application is not unfounded (unbegründet); or
	 
	 	12.6.5	 	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 Transferor or any
of the Borrowers.






	12.7	 	The Realization Notice pursuant to the first sentence of Clause 12.6 may be given to the
Transferor at the same time any notice of acceleration in relation to any of the Secured
Obligations is given to the Borrower.
	 
	12.8	 	If the Collateral Agent decides not to enforce all of the Security Assets, it shall be
entitled to determine, in its sole discretion, which of the Security Assets shall be realised.
	 
	12.9	 	The Collateral Agent may take all measures and enter into all agreements with suppliers of
the Transferor or any third-party creditor which it considers reasonably necessary or
expedient in connection with the realisation of the Security Assets, taking into account the
legitimate interests of the Transferor.
	 
	12.10	 	For the purpose of realising the Security Assets, the Transferor 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 Transferor, and shall render all assistance
which is necessary or expedient in respect of the realisation of the Security Assets.




15









 






	12.11	 	Following the realisation of all or part of the Security Assets, the net proceeds (net
proceeds shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured
Obligations.






	13.	 	LIMITATION OF ENFORCEMENT
	 
	13.1	 	Subject to Clause 13.2 through Clause 13.4 below, the Collateral Agent shall not enforce the
Security Assets to the extent (i) the Collateral secures obligations of one of the
Transferor’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 Transferor or the Transferor 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 Transferor in preparing its
unconsolidated balance sheets (Jahresabschluß gemäß § 42 GmbHG, §§ 242, 264 HGB) of the
Transferor 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:






	 	13.1.1	 	The amount of any increase of the Transferor’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 Transferor;
	 
	 	13.1.2	 	any loans provided to the Transferor by a direct or indirect shareholder or an
affiliate thereof (other than a Subsidiary of the Transferor) shall be disregarded and
not accounted for as a liability to the extent that such loans are subordinated
pursuant to Section 39(1) Nr. 1 through Nr. 5 of the German Insolvency Code
(Insolvenzordnung) or subordinated in any other way by law or contract;




16









 






	 	13.1.3	 	any shareholder loans, other loans and contractual obligations and liabilities
incurred by the Transferor in violation of the provisions of any of the Loan Documents
shall be disregarded and not accounted for as liabilities;
	 
	 	13.1.4	 	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 Transferor (nicht betriebsnotwendig) shall be
accounted for with their market value; and
	 
	 	13.1.5	 	the assets of the Transferor will be assessed at liquidation values
(Liquidationswerte) if, at the time the managing directors prepare the balance sheet in
accordance with Clause 13.2.1 below and absent the demand a positive going concern
prognosis (positive Fortbestehensprognose) cannot be established.





13.2  The limitations set out in Clause 13.1 only apply:





	 	13.2.1	 	if and to the extent that the managing directors of the Transferor have confirmed in
writing to the Collateral Agent within ten (10) Business Days of receipt of a
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
Transferor 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
	 
	 	13.2.2	 	if, within twenty (20) Business Days after an objection under Clause 13.2.1 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
Transferor by a firm of auditors of international standing and reputation that is
appointed by the Transferor and reasonably acceptable to the Collateral Agent, to the
extent such report identifies the amount by which the net assets of the Transferor 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




17









 






	 	 	 	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 Transferor in the preparation of its
most recent annual balance sheet. The Auditor’s Determination shall be binding for
all Parties except for manifest error.
	 
	 	13.2.3	 	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 Transferor or determined in accordance with Clause 13.1 and Clause 13.2.
In respect of the exceeding amounts, the Collateral Agent shall be entitled to further
pursue the Secured Parties’ claims (if any) and the Transferor shall be entitled to
provide evidence 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 Collateral
Agent is entitled to enforce those parts of the Collateral that are not enforced by
operation of Clause 13.1 above at any subsequent point in time. This Clause 13 shall
apply again as of the time such additional enforcement is made.
	 
	 	13.2.4	 	The limitations provided for in Clause 13.1 above shall not apply where (i) the
Transferor has a fully valuable (vollwertig) recourse claim (Gegenleistungs- oder
Rückgewähranspruch) vis-à-vis the relevant shareholder or (ii) a domination agreement
(Beherrschungsvertrag) or a profit and loss pooling agreement
(Gewinnabführungsvertrag) is or will be in existence with the Transferor, and the
Transferor has a fully valuable (vollwertig) compensation claim (Ausgleichsanspruch).






	13.3	 	Clause 13.1 shall not apply as to the amount of Loans borrowed and passed on (whether by way
of shareholder loan or equity contribution) to the Transferor 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, but excluding, for the avoidance of doubt, any
purchase price payment received by the Transferor under the Receivables Purchase Agreement.
	 
	13.4	 	Should it become legally permissible for managing directors of a German GmbH (Gesellschaft
mit beschränkter Haftung, Limited Liability Company) to enter into security arrangements in
support of obligations of their shareholders without




18









 






	 	 	limitations, the limitations set forth in Clause 13.1 shall no longer apply. Should any
such guarantees become subject to legal restrictions that are less stringent than the
limitations set forth in Clause 13.1 above, such less stringent limitations shall apply.
Otherwise, Clause 13.1 shall remain unaffected by changes in applicable law.
	 
	14.	 	WAIVER OF TRANSFEROR’S DEFENSES AND OF SUBROGATION RIGHTS
	 
	14.1	 	The Transferor hereby waives all defences 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).
	 
	14.2	 	If the security created hereunder 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 security created hereunder 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.
	 
	15.	 	RELEASE OF THE SECURITY ASSETS
	 
	15.1	 	Upon full and final satisfaction of all Secured Obligations, the Collateral Agent shall at
the cost and expense of the Transferor retransfer the Security Assets to the Transferor and
surrender the surplus proceeds, if any, resulting from any realisation of the Security Assets
to the Transferor. This shall not apply to the extent that the Collateral Agent has to
surrender the Security Assets or such proceeds to a third party who is entitled to the
Security Assets or to such proceeds. If the Collateral Agent is authorized to release in whole
or in part any transferred collateral under both the Term Loan Credit Agreement and the ABL
Credit Agreement, the Collateral Agent is authorized to release the Security Assets under this
Agreement.
	 
	15.2	 	At any time when the total value of the aggregate security granted by the Transferor 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)




19









 






	 	 	exceeds 110% of the Secured Obligations (the “Limit”) not only temporarily, the Collateral
Agent shall on demand of the Transferor release such part of the Security
(Sicherheitenfreigabe) as the Collateral Agent may in its reasonable discretion determine
so as to reduce the realisable value of the Security to the Limit.
	 
	16.	 	DURATION AND INDEPENDENCE
	 
	16.1	 	Without prejudice to Clause 15.2, in no event shall the Security Assets 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.
	 
	16.2	 	The Security Assets 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 Transferor hereunder.
	 
	16.3	 	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 Security Assets in any
way.
	 
	17.	 	REPRESENTATIONS AND WARRANTIES
	 
	17.1	 	The Transferor represents and warrants (sichert zu) to the Collateral Agent that:






	 	17.1.1	 	except for Permitted Liens that are permitted under each and both of the Credit
Agreements, it is the unrestricted legal and economic owner of the respective Security
Assets specified in the Asset List and the Security Assets specified in the Asset 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 set out on such list;
	 
	 	17.1.2	 	it does not own any other substantial movable assets than the respective Security
Assets specified in the Asset List as at the date set out on such list;




20









 






	 	17.1.3	 	at the date hereof the Security Areas are marked up correctly and completely on the
site maps attached hereto;
	 
	 	17.1.4	 	at the date hereof the Security Areas constitute all material present storage and
production sites of the Transferor;
	 
	 	17.1.5	 	at the date hereof it is not subject to any restriction of any kind except for
Permitted Liens with regard to the transfer of Security Assets;
	 
	 	17.1.6	 	at the date hereof it has the requisite corporate power and authority to enter into
this Agreement and all necessary corporate action has been taken and all necessary
consents have been obtained with regard to the execution and performance of this
Agreement;
	 
	 	17.1.7	 	at the date hereof 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;
	 
	 	17.1.8	 	at the date hereof the execution, delivery and performance of this Agreement and the
granting of the security hereunder will not conflict with or result in a breach or
violate the terms and provisions of, or constitute a default under, any loan agreement
or any other agreement evidencing indebtedness or other material agreement to which the
Transferor is a party, or result in, or require, the creation or imposition of any
lien, encumbrance or security interest other than the security interests hereunder, nor
will any such action result in a violation of the provisions of the Transferor’s
articles of association (Satzung);
	 
	 	17.1.9	 	subject to the limitations arising from laws relating to bankruptcy, insolvency and
all other laws affecting the rights of creditors in general, at the date hereof the
security hereunder constitutes the valid and legally binding and enforceable
obligations of the Transferor in accordance with




21









 






	 	 	 	their terms and create pledges which are enforceable without an enforceable
judgement or any other similar instrument (vollstreckbarer Titel), subject to any
qualification in the legal opinion to be issued by the law firm of Noerr LLP in
relation hereto;
	 
	 	17.1.10	 	at the date hereof the place from which it is in fact administered and where all
material managerial decisions are taken (tatsächlicher Verwaltungssitz) is in Germany;
and
	 
	 	17.1.11	 	it is a limited liability company (GmbH) duly established and validly existing
under German law at the date hereof.





18. UNDERTAKINGS OF THE TRANSFEROR





	18.1	 	The Transferor undertakes with respect to the Security Assets:






	 	18.1.1	 	to inform the Collateral Agent promptly (unverzüglich) of any change in the Security
Areas;
	 
	 	18.1.2	 	to provide the Collateral Agent promptly (unverzüglich) at its request with all
information and documents which are reasonably required with regard to the Security
Assets and Security Areas;
	 
	 	18.1.3	 	to store all movable tangible assets (bewegliche Sachen), it will acquire in the
future at a Security Area;
	 
	 	18.1.4	 	to promptly (unverzüglich) inform the Collateral Agent of the intention to open a new
storage or production site and of the opening of such site and notwithstanding Clause
8 upon the request of the Collateral Agent, to enter into a further security transfer
agreement with regard to such site by delivery of a site-map that is marked in a way
satisfactory to the Collateral Agent and a notice in the form set out in Schedule
3 (Form of Inclusion of New Security Area);




22









 






	 	18.1.5	 	to promptly (unverzüglich) inform the Collateral Agent, should any of the
representations and warranties expressed under Clause 17 above become incorrect after
the date of this Agreement;
	 
	 	18.1.6	 	except for Permitted Liens, not to create or permit to subsist any encumbrance over
any of the Security Assets, or do or permit to be done, anything which is reasonably to
be expected to jeopardise or otherwise prejudice the value of the Security Assets;
	 
	 	18.1.7	 	to furnish to the Collateral Agent such information concerning the Security Assets as
is available to it and as the Collateral Agent may reasonably request, and upon
occurrence of any of the events described in Clauses 12.1 and 12.6 and notice being
given to it, 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 its possession
which pertain to the Security Assets, and upon the request of the Collateral Agent, to
deliver copies of all such records and papers;
	 
	 	18.1.8	 	to inform the Collateral Agent promptly (unverzüglich) upon gaining knowledge of any
attachments (Pfändungen) of third parties that relate to the Security Assets or any
other third-party measures which impair or jeopardise the Security Assets. In the event
of any such attachment, the Transferor 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 defence against such attachment. In addition, the Transferor 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 Security Assets;
	 
	 	18.1.9	 	to execute and do all such assurances, acts and things at its own expense, as the
Collateral Agent may reasonably require






	 	(A)	 	for perfecting or protecting the security under this Agreement; and
	 
	 	(B)	 	in the case of the enforcement of security, to facilitate the
realisation of all or any part of the Security Assets which are subject to this




23









 






	 	 	 	Agreement and the exercise of all powers, authorities and discretions
vested in the Collateral Agent.





19.   INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS





	 	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the
intention of the parties hereto that such terms and provisions in such documents shall be
read together and construed, to the fullest extent possible, to be in concert with each
other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Credit Agreements shall control and govern.
	 
	 	 	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 (a) the provisions of the intercreditor agreement dated on or about December 17,
2010 (the “Intercreditor Agreement”), among Bank of America, N.A. as Revolving Credit
Administrative Agent and Revolving Credit Collateral Agent (as defined therein), Bank of
America, N.A., as Term Loan Administrative Agent and Term Loan Collateral Agent (as defined
therein); and the grantors party thereto, and (b) the provisions of section 11.22 of the
ABL Credit Agreement; for the avoidance of doubt, the in rem aspects of the security
granted under this Agreement shall be exclusively governed by this 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.
	 
	 	 	Except as provided for in this Clause 19, notwithstanding anything herein to the contrary,
the Credit Agreements, including Article X of the ABL Credit Agreement and Section 11.19 of
the Term Loan Credit Agreement, shall govern and control the exercise of remedies by the
Collateral Agent.




24









 












	20.	 	NOTICES
	 
	20.1	 	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 telecopy (with
confirmation copy by registered mail) to the following addresses:
	 
	20.2	 	If to the Collateral Agent:




Bank of America, N.A.




135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603, U.S.A.

Attention: Account Officer

Fax: + 312-453-5555





	20.3	 	If to the Transferor:




Novelis Deutschland GmbH




Hannoversche Straße 1,



37075 Göttingen, Germany



Attention: Geschäftsführung



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.
	 
	20.4	 	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.
	 
	21.	 	WAIVER
	 
	21.1	 	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.




25









 






	21.2	 	Any rights pursuant to this Agreement, including the rights under this Clause, may be waived
only in writing.
	 
	22.	 	GOVERNING LAW AND JURISDICTION
	 
	22.1	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.
	 
	22.2	 	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 any of the Transferor before any other court having jurisdiction over the
respective Transferor or any of its assets.
	 
	23.	 	LIABILITY AND INDEMNIFICATION
	 
	23.1	 	The Collateral Agent shall not be liable for any loss or damage suffered by the Transferor,
save in respect of such loss or damage which is suffered as a result of any gross negligence
(grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Collateral Agent.
	 
	23.2	 	The Transferor 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 reasonably 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
wilful misconduct (Vorsatz) of the Collateral Agent.
	 
	24.	 	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.







26









 









	25.	 	ANNEXES, SCHEDULES




All Annexes and Schedules to this Agreement shall form an integral part hereof.





	26.	 	SEVERABILITY
	 
	26.1	 	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 have intended or would have intended if they had
considered the matter. In the event that any Security Asset 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 Security Asset granted under this Agreement.
	 
	26.2	 	To the extent that Security Assets have not been properly transferred, the Transferor
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.




27









 











SCHEDULE 1

Asset List




-CD-ROM-



- 1 -









 





SCHEDULE 2

Site Maps




-CD-ROM-



- 2 -









 





SCHEDULE 3 

Form of Inclusion of New Security Area

[Letterhead of the Transferor]




	 	 	 

	To:

	 	Bank of America, N.A.
	 
	 	 
	 

	 	135 S. LaSalle, Suite 927, IL4-135-09-27



	 

	 	


Chicago, IL 60603, U.S.A.
	 
	 	 
	 

	 	Attention:   Account Officer






Security transfer of title, dated [•]; Updated Asset List




Dear Madam or Sir,




reference is made to the Clause 8 of the security transfer of title in movable assets agreement,
dated [•], 2010 (the “Security Transfer Agreement”). Terms defined in the Security Transfer
Agreement shall have the same meaning herein.



Please find attached a site-map of a storage or production area, in which movable assets owned by
us are kept and to which such assets will be delivered in the future. Upon delivery and acceptance
by you of this inclusion letter, the area marked on the site map shall be considered to be a
Security Area within the meaning of the Security Transfer Agreement and title in the assets kept
thereon or delivered thereto in the future shall be transferred (übereignet) to you.



Therefore, we hereby offer




to consider the area marked-up on the attached site-map to be a Security Area within the meaning
of the Security Transfer Agreement, and



from the date hereof, to apply all terms and conditions of the Security Transfer Agreement to the
attached site-map and the assets located in the thereby defined Security Area, as if the
Security Transfer Agreement had been entered into with that site-map also attached to it as
Schedule 2.


We do not expect to receive your acceptance declaration to the offer made herein, i.e. the offer
can be accepted by countersigning it below, without the need to send us the countersigned copy.







- 3 -









 







With kind regards,




[to be signed on behalf of the Transferor]




_______________________

Name:

Title:



[to be signed on behalf of the Collateral Agent]




_______________________

Name:

Title:




- 4 -









 





Signatories





 











 





Attachment 2




NOVELIS ALUMINIUM HOLDING COMPANY

as Pledgor




and



BANK OF AMERICA, N.A.

as Collateral Agent



and



other Parties

as Pledgees



 





SECOND RANKING

SHARE PLEDGE AGREEMENT

relating to the shares in

Novelis Deutschland GmbH



(Geschäftsanteilsverpfändung)



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	Clause	 	Page
	1.  DEFINITIONS AND LANGUAGE

	 	 	4	 
	2.  PLEDGED SHARES

	 	 	11	 
	3.  PLEDGE

	 	 	11	 
	4.  SCOPE OF THE PLEDGES

	 	 	12	 
	5.  PURPOSE OF THE PLEDGES

	 	 	13	 
	6.  EXERCISE OF SHAREHOLDER RIGHTS

	 	 	14	 
	7.  ENFORCEMENT OF THE PLEDGES

	 	 	14	 
	8.  REPRESENTATIONS AND WARRANTIES

	 	 	15	 
	9.  UNDERTAKINGS OF THE PLEDGOR

	 	 	17	 
	10. INDEMNITY

	 	 	18	 
	11. DURATION AND INDEPENDENCE

	 	 	19	 
	12. RELEASE (PFANDFREIGABE)

	 	 	19	 
	13. PARTIAL INVALIDITY, WAIVER

	 	 	20	 
	14. AMENDMENTS

	 	 	20	 
	15. NOTICES AND THEIR LANGUAGE

	 	 	20	 
	16. APPLICABLE LAW, JURISDICTION

	 	 	21	 
	SCHEDULE 1 List of Lenders and other Secured Parties

	 	 	- 1 -	 
	SCHEDULE 2 Form of notice to be delivered to the Company

	 	 	- 2 -	 
	SCHEDULE 3 Required Consents

	 	 	- 3 -	 






2









 





This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on December 17, 2010




Among:





	(1)	 	Novelis Aluminium Holding Company, a company incorporated under the laws of Ireland, with its
registered office at 25/28 North Wall Quay, Dublin 1, Ireland, registered with the Irish
Register of Companies under no. 316911, (the “Pledgor);
	 
	(2)	 	Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 135 S. LaSalle, Suite 927, IL4-135-09-27,
Chicago, IL 60603, U.S.A., in its capacity as collateral agent under the ABL Credit Agreement
(as defined below) (the “Collateral Agent”);
	 
	(3)	 	the institutions listed in Schedule 1 (List of Lenders and other Secured Parties)
hereto in their capacity as lenders or other secured parties under or in connection with the
ABL Credit Agreement (as defined below) (together with the Collateral Agent the “Original
Pledgees”); and
	 
	(4)	 	the Future Pledgees, as defined herein.





WHEREAS:





	(A)	 	Pursuant to a credit agreement dated on or about December 17, 2010 (the “ABL Credit
Agreement”) among, inter alios, the Borrowers (as defined below), AV METALS INC., a
corporation formed under the Canada Business Corporations Act, as holdings (“Holdings”), the
Subsidiary Guarantors (as defined below), the lenders party thereto, BANK OF AMERICA, N.A., as
issuing bank, U.S. swingline lender, Collateral Agent and administrative agent (the
“Administrative Agent”) and THE ROYAL BANK OF SCOTLAND PLC, as European swingline lender, the
lenders thereunder have agreed to grant revolving loans and other extensions of credit (the
“Loans”) to the Borrowers.
	 
	(B)	 	It is one of the conditions for making the Loans that the Pledgor enters into this Agreement.
	 
	(C)	 	The Pledgor has agreed to grant a pledge over its shares in the Company (as defined below) as
security for the Pledgees’ (as defined below) respective claims against the Loan Parties (as
defined below) under or in connection with the ABL Credit Agreement.
	 
	(D)	 	Further, the Pledgor has entered into an agreement on the abstract acknowledgement of
indebtedness (Abstraktes Schuldanerkenntnis) with, inter alios, the Collateral Agent on or
about the date hereof in connection with the ABL Credit Agreement (the “Abstract
Acknowledgement of Indebtedness”).




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	(E)	 	Furthermore, in connection with a term loan credit agreement dated or to be dated on or
around December 17, 2010 (the “Term Loan Credit Agreement” together with the ABL Credit
Agreement, the “Credit Agreements”), the Pledgor has agreed to grant a first ranking pledge
over its shares in the Company as security for the obligations arising under or in connection
with the Term Loan Credit Agreement.




NOW, IT IS AGREED as follows:





	1.	 	DEFINITIONS AND LANGUAGE






	1.1.	 	In this Agreement:
	 
	 	 	“Administrative Borrower” shall mean Novelis Inc., a corporation formed under the Canada
Business Corporations Act, or any successor entity serving in that role.
	 
	 	 	“Agents” shall mean each of the Administrative Agent and the Collateral Agent and “Agent”
shall mean any of them.
	 
	 	 	“Bank Product” shall mean any of the following products, services or facilities extended to
Holdings, Novelis Inc. or certain of its subsidiaries by a Lender or any of its affiliates:
(a) cash management services; (b) commercial credit card and merchant card services; and (c)
other banking products or services, other than letters of credit and Hedging Agreements.
	 
	 	 	“Borrowers” shall mean all borrowers under the ABL Credit Agreement including, among others,
Novelis Inc., a corporation formed under the Canada Business Corporations Act; Novelis
Corporation, a Texas corporation; Novelis PAE Corporation, a Delaware corporation, Novelis
Brand 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 Acquisitions LLC; Novelis North America Holdings Inc.; Novelis UK
Ltd, a limited liability company incorporated under the laws of England and Wales with
registered number 00279596; Novelis North America Holdings Inc., a Delaware corporation,
Novelis Acquisitions LLC, a Delaware limited liability company, and Novelis AG, a stock
corporation (AG) organized under the laws of Switzerland.
	 
	 	 	“Bank Product Debt” shall mean Indebtedness and other obligations of a Loan Party relating
to Bank Products.
	 
	 	 	“Borrowing Base Certificate” shall mean an officer’s certificate from Administrative
Borrower, delivered to the Administrative Agent and the Collateral Agent setting forth the
Administrative Borrower’s calculation of the borrowing base in connection with the ABL
Credit Agreement.




4









 












“Business Day” shall mean a day (other than a Saturday or Sunday) on which banks are open
for general business in New York City, Chicago, London, Zurich and Frankfurt am Main.




“Closing Date” shall mean the date of the initial credit extension under the ABL Credit
Agreement.




“Collateral” shall mean all of the collateral, pledge collateral and mortgaged property
referred to in the Security Documents and all of the other property that is or is intended
under the terms of the Security Documents to be subject to liens in favor of the Collateral
Agent for the benefit of the Secured Parties.




“Company” shall mean Novelis Deutschland GmbH, a limited liability company (Gesellschaft mit
beschränkter Haftung) organized under the laws of the Federal Republic 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.




“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 certain of the Loan Parties (other than certain Foreign Subsidiaries), the
Collateral Agent and Administrative Agent.




“Default” shall mean the non-payment by any of the Borrowers of any amounts payable under
any of the Loan Documents when due.




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




“Existing Shares” has the meaning given to such term in Clause 2 hereof.




“Extraordinary Expenses” shall mean all costs, expenses or advances that any Agent or
Receiver may incur during a default or event of default under the ABL Credit Agreement, or
during the pendency of an Insolvency Proceeding of a Loan Party, including those relating to
(a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture,
preparation or advertising for sale, sale, collection, or other preservation of or
realization upon any collateral; (b) any action, arbitration or other proceeding (whether
instituted by or against any Agent, any Lender, any receiver, any Loan Party, any
representative of creditors of any Loan Party or any other Person) in any way relating to
any collateral (including the validity, perfection, priority or avoidability of the liens on
the collateral for the benefit of the Secured Parties), Loan Documents, letters of credit or
Secured Obligations, including any lender liability or other claims; (c) the exercise,
protection or enforcement of any rights or remedies of any Agent or receiver in, or the
monitoring of, any Insolvency



5









 







Proceeding; (d) settlement or satisfaction of any taxes, charges or liens with respect to
any collateral; (e) any enforcement action; (f) negotiation and documentation of any
modification, waiver, workout, restructuring or forbearance with respect to any Loan
Documents or Secured Obligations; and (g) protective advances. Such costs, expenses and
advances include transfer fees, other taxes, storage fees, insurance costs, permit fees,
utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and
commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees,
wages and salaries paid to employees of any Loan Party or independent contractors in
liquidating any collateral, and travel expenses.




“Fee Letter” shall mean that certain fee letter among Novelis Inc., Bank of America, N.A.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other commitment parties party
thereto, dated as of December 6, 2010 and setting forth certain fees payable in connection
with the ABL Credit Agreement.




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




“Future Pledgee” shall mean any Person that (i) is a transferee with respect to 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) becomes a creditor of
a Loan Party as a successor of a Pledgee, a Future Pledgee or otherwise, or by way of
becoming a lender, issuing bank or agent, in each case, under the ABL Credit Agreement or
any other Loan Document and/or (iii) accedes to this agreement by ratification pursuant to
sub-clause 3.3 hereof as pledgee.




“Future Shares” shall mean all additional shares in the capital of the Company (irrespective
of their nominal value) which the Pledgor may acquire in the future by way of a share
transfer, an increase of the capital of the Company or otherwise.




“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
exposures of Holdings, Novelis Inc. and certain of its subsidiaries 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.




“IFRS” shall mean International Financial Reporting Standards consistently applied.



6









 







“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 U.S. 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
therefore 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 therefore.




“Insolvency Proceeding” any case or proceeding commenced by or against a Person under any
state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an
order for relief under the U.S. Bankruptcy Code, or any other insolvency, debtor relief or
debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator,
examiner, conservator or other custodian for such Person or any part of its property; or (c)
an assignment or trust mortgage for the benefit of creditors.




“Intercreditor Agreement” shall mean the intercreditor agreement dated on or about December
17, 2010 by and among, inter alios, the companies parties thereto, the Administrative Agent,
the Collateral Agent, the administrative agent under the Term Loan Credit Agreement and the
collateral agent under the Term Loan Agreement, and such other persons as may become party
thereto from time to time pursuant to the terms of the ABL Credit Agreement, setting forth
certain rights and obligations



7









 







among, inter alios, the lenders under the Term Loan Credit Agreement and the lenders under
the ABL Credit Agreement, as the same may be amended, restated, supplemented or otherwise
modified from time to time.




“Issuing Bank” shall mean each of Bank of America, N.A. as initial issuing bank under the
ABL Credit Agreement, and its successors in such capacity and any other Lender or entity
that is or becomes an issuing bank under the ABL Credit Agreement. Any Issuing Bank may, in
its discretion, arrange for one or more letters of credit to be issued by affiliates of such
Issuing Bank, in which case the term Issuing Bank shall include any such affiliate with
respect to letters of credit issued by such affiliate.




“Lenders” shall mean the lenders listed on Schedule 1 hereto and the financial institutions
or lenders that are a party to the ABL Credit Agreement, or that have become a party to the
ABL Credit Agreement after the date hereof, other than any such financial institution or
lender that has ceased to be a party to the ABL Credit Agreement pursuant to an assignment
of its obligations to an existing or a new lender.




“Loan Documents” shall mean the ABL Credit Agreement, 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 guarantee, 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 the ABL Credit
Agreement.




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




“Notes” shall mean any notes evidencing the revolving loans or swingline loans issued
pursuant to the ABL Credit Agreement.




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




“Pledges” shall mean the pledges made pursuant to sub-clauses 3.1 and 4.1, and “Pledge”
means any of them.




“Pledgees” shall mean the Original Pledgees and the Future Pledgees, and “Pledgee” means any
of them.




“PLPA” shall mean the profit and loss pooling agreement initially entered into by Alcan
Deutschland Holdings GmbH & Co. KG and the Company, dated December 02, 2002 (notarial deed
number 52/2002 of notary public Prof. Dr. Alexander Riesenkampff) which was transferred by
operation of law from Alcan Deutschland



8









 







Holdings GmbH & Co. KG to the Pledgor and which now continues to be in existence between the
Pledgor and the Company.




“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 joint and/or several appointments.




“Secured Bank Product Obligations” shall mean Bank Product Debt owing to a Secured Bank
Product Provider.




“Secured Bank Product Provider” shall mean (a) Bank of America or any of its affiliates; and
(b) any Lender or any affiliate of a Lender that is providing a Bank Product, provided the
provider delivers written notice to Administrative Agent, in form and substance satisfactory
to Administrative Agent, by the later of the Closing Date or 10 days following creation of
the Bank Product, (i) describing the Bank Product and setting forth the maximum amount to be
secured by the collateral and the methodology to be used in calculating such amount, and
(ii) agreeing to be bound by the terms of the ABL Credit Agreement applicable to providers
of secured Bank Products.




“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 Insolvency 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 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,
(iii) Extraordinary Expenses and (iv) 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 Insolvency Proceeding,
regardless of whether allowed or allowable in such proceeding), of the Borrowers and the
other Loan Parties under the ABL Credit Agreement and the other Loan Documents,




(b) the due and punctual payment of all Secured Bank Product Obligations, and




(c) the Abstract Acknowledgement of Indebtedness.



9









 







“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent,
each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent,
any Receiver or Delegate, each other Agent, the Lenders, the Issuing Banks, each Secured
Bank Product Provider and “Secured Party” shall mean any of them.




“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 the ABL Credit 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.




“Shares” shall mean the Existing Shares and the Future Shares.




“Subsidiary Guarantor” shall mean 4260848 Canada Inc., 4260856 Canada Inc., Novelis Cast
House Technology Ltd., Novelis No. 1 Limited Partnership, Aluminum Upstream Holdings LLC,
Novelis Acquisitions LLC, Novelis Brand LLC, Novelis Corporation, Novelis North America
Holdings Inc., Novelis PAE Corporation, Novelis South America Holdings LLC, Novelis Europe
Holdings Limited, Novelis Services Limited , Novelis UK Ltd., Novelis AG , Novelis
Switzerland SA, Novelis Technology AG, Novelis Aluminium Holding Company, Novelis
Deutschland GmbH, Novelis do Brasil Ltda., Novelis Madeira Unipessoal, Lda., Novelis
Luxembourg S.A., Novelis PAE S.A.S. and each other subsidiary that is or becomes a party to
the ABL Credit Agreement as a Subsidiary Guarantor.




“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.S. GAAP” shall mean generally accepted accounting principles in the United States applied
on a consistent basis as in effect from time to time.




	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.




10









 












	1.3.	 	The references in this Agreement to the ABL Credit Agreement and the other Loan Documents
and, in each case to amendments and supplements thereto, are for identification of the Secured
Obligations only and shall not constitute an incorporation of the provisions of such documents
into this Share 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”, a “sub-clause” or a “Schedule” shall, subject
to any contrary indication, be construed as a reference to a clause, a sub-clause or schedule
hereof.






	2.	 	PLEDGED SHARES
	 
	 	 	The Company has a nominal share capital (Stammkapital) of EUR 111,500,000 (in words: Euro
one hundred eleven million five hundred thousand) consisting of 2 (two) shares that have a
nominal value of Euro 100,350,000 (in words: Euro one hundred million three hundred and
fifty thousand) and EUR 11,150,000 (in words: Euro eleven million one hundred and fifty
thousand), respectively (the “Existing Shares”). The Existing Shares are held by the
Pledgor.






	3.	 	PLEDGE






	3.1.	 	The Pledgor hereby pledges to each of the Pledgees the Shares together with all ancillary
rights and claims associated with the Shares as more particularly specified in Clause 4.
	 
	3.2.	 	Each of the Original Pledgees hereby accepts the Pledge for itself.
	 
	3.3.	 	The Collateral Agent hereby accepts, as representative without power of attorney (Vertreter
ohne Vertretungsmacht), the 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. 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 Loan Documents
shall be secured by the Pledges constituted hereunder.




11









 












	3.4.	 	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.
	 
	3.5.	 	The Pledgor herewith authorises the Collateral Agent to notify, on its behalf, the Company of
the Pledges and/or the identity of any Future Pledgee and the new pledges created pursuant to
sub-clause 3.3 above. Upon request of the Collateral Agent, the Pledgor shall without undue
delay give such notice and provide the Collateral Agent with a copy thereof.
	 
	3.6.	 	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.
	 
	3.7.	 	The Pledges created hereunder shall be subordinated to any pledges created over the Shares in
connection with the Term Loan Credit Agreement.
	 
	3.8.	 	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.
	 
	3.9.	 	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 to the extent possible under
applicable law.






	4.	 	SCOPE OF THE PLEDGES






	4.1.	 	The Pledges constituted by this Agreement include:

the present and future rights to receive:






dividends attributable to the Shares, if any; and




liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in
case of a capital decrease, any compensation in case of termination (Kündigung)
and/or withdrawal (Austritt) or expulsion (Ausschluss) or exclusion for good cause
(Ausschluss aus wichtigem Grund) of a shareholder of the Company, the surplus in
case of surrender (Preisgabe), any repayment claim for any additional capital
contributions (Nachschüsse) and all other pecuniary claims associated with the
Shares;




	 	 	(collectively, the “Proceeds”);




12









 






	 	 	the right to subscribe for newly issued shares of the Company; and






	 	 	subject to Clause 6 below, all other rights and benefits attributable to the Shares (to the
extent capable of being pledged) (including without limitation all present and future
pecuniary claims of the Pledgor against the Company arising under or in connection with any
domination and/or profit transfer agreement (Beherrschungs- und/oder
Gewinnabführungsvertrag) — in particular the PLPA — or partial profit transfer agreement
(Teilgewinnabführungsvertrag) which may exist or be entered into between the Pledgor and the
Company).






	4.2.	 	Until such time as the Collateral Agent, acting for and on behalf of the Pledgees, gives
notice to the Company that it is entitled to realize the Pledges created hereunder (see
Sub-clause 7.1. below), the Pledgor shall have the right to receive and retain any and all
dividends and distributions paid or payable in respect of the Shares, provided, however, that:






	 	i)	 	other distributions (other than dividends) paid or payable (other than
in cash) and other property received, receivable or otherwise distributed in
exchange for any Shares,
	 
	 	ii)	 	dividends or other distributions paid or payable in cash in respect of
any Shares in connection with the partial or total liquidation or dissolution or in
connection with the reduction of capital, capital surplus or paid-in-surplus, and
	 
	 	iii)	 	cash paid, payable or otherwise distributed in respect of principal of,
or in redemption of, or in exchange for any Shares,






	 	 	shall be — irrespective of whether such assets have been received by the Pledgor or the
Pledgees or whether they are covered by the Pledges hereunder — transferred to the
Collateral Agent by way of a security transfer or security assignment
(Sicherungsübereignung/ Sicherungsabtretung) which shall hold such assets as trustee
(Sicherungstreuhänder) segregated from its other property or funds. Such security shall be
realized by the Collateral Agent in accordance with Clause 7 below and any applicable law
and regulation.






	5.	 	PURPOSE OF THE PLEDGES
	 
	 	 	The Pledges hereunder are created in order to secure the prompt and complete satisfaction of
any and all Secured Obligations owed to any of the Pledgees from time to time. The Pledges
shall also cover any future extension of the Secured Obligations and the Pledgor herewith
expressly agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil
Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement.




13









 












	6.	 	EXERCISE OF SHAREHOLDER RIGHTS
	 
	 	 	The shareholder rights, including the voting rights, attached to the Shares remain with the
Pledgor. The Pledgor, however, shall at all times until the full satisfaction of all Secured
Obligations or the release of the Pledges exercise its shareholder rights, including its
voting rights and the rights under the PLPA, in good faith to ensure that the validity,
legality and enforceability of the Pledges and the existence or value of all or part of the
Shares are not in any way materially adversely affected, other than through dividend
payments pursuant to Clause 4.2 above. The Pledgor undertakes that no resolutions are passed
which constitute a breach of its obligations under Clause 9 below.






	7.	 	ENFORCEMENT OF THE PLEDGES






	7.1.	 	If a Default exists and is continuing and, in addition, the requirements set forth in
Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of
any of the Pledges are met (Pfandreife), then in order to enforce the Pledges (or any of
them), the Pledgees, acting through the Collateral Agent, may at any time thereafter avail
themselves of all rights and remedies that a pledgee has against a pledgor under the laws of
the Federal Republic of Germany.
	 
	7.2.	 	Notwithstanding Section 1277 of the German Civil Code, the Pledgees are entitled to exercise
their rights, in particular to sell the Shares, without obtaining enforceable judgment or
other instrument (vollstreckbarer Titel). The Pledgees shall be entitled to have the Shares
sold at public auction.
	 
	7.3.	 	The Collateral Agent shall, as soon as known to him, without undue delay, inform the Pledgor
in writing of the place and time of any such public auction. The Pledgor, however, hereby
agrees that in any case ten (10) Business Days’ prior written notice to the Pledgor shall be
sufficient for the realisation of the Pledges and the Collateral Agent shall not be obliged to
deliver any further notices that would otherwise be required by law as a prerequisite to
enforcement of a pledge (including, but not limited to the notices set out under Section 1234
of the German Civil Code) to the Pledgor prior to such public auction. For the avoidance of
doubt, the Collateral Agent, shall, as soon as known to the Collateral Agent, inform the
Pledgor of any changes to the date and time of the public auction and otherwise keep the
Pledgor reasonably informed about the enforcement proceedings. The public auction may take
place at any place in the Federal Republic of Germany designated by the Collateral Agent.

	 
	7.4.	 	If the Pledgees, acting through the Collateral Agent, should seek to enforce the Pledges
under sub-clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary
assistance in order to facilitate the prompt sale of the Shares or any part




14









 






	 	 	thereof and/or the exercise by the Pledgees, acting through the Collateral Agent, of any
other right they may have as Pledgees. 
	 
	7.5.	 	Following satisfaction of the requirements for enforcement under sub-clause 7.1 above, all
subsequent dividend payments and all payments based on similar ancillary rights attributed to
the Shares may be applied by the Pledgees, acting through the Collateral Agent, in whole or in
part in satisfaction of the Secured Obligations or treated as additional collateral.
	 
	7.6.	 	The Collateral Agent may, in its sole discretion, determine which of several security
interests, if applicable, shall be used to satisfy the Secured Obligations. The Pledgor hereby
expressly waives its right pursuant to Section 1230 sentence 2 of the German Civil Code to
limit the realisation of the Pledges and pledges over shares in any other companies to such
number of pledges as are necessary to satisfy the Secured Obligations and agrees further that
the Collateral Agent may decide to enforce the Pledges over the Shares in the Company
individually at separate public auctions or together with pledges over shares in any other
companies at one single public auction (Gesamtverwertung). When enforcing the Pledges, the
Collateral Agent shall take into account the legitimate interests of the Pledgor (to the
extent not prejudicial to the interests of the Pledgees in obtaining satisfaction of the
Secured Obligations).
	 
	7.7.	 	The Pledgor hereby expressly waives all defenses of revocation (Einrede der Anfechtbarkeit)
and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil
Code.
	 
	7.8.	 	The Pledgor hereby expressly waives its defenses based on defenses the Borrowers or other
Loan Parties might have against any of the Secured Obligations (Einreden des Hauptschuldners)
pursuant to Section 1211 para 1 sentence 1 alternative 1 of the German Civil Code.
	 
	7.9.	 	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 the
Company or any of its affiliates or to assign any of these claims.






	8.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Pledgor represents and warrants to the Pledgees by way of an independent guarantee
(selbständiges Garantieversprechen) that:




15









 












	8.1.	 	the Company and the Pledgor itself are validly existing and neither unable to pay their
respective debt when due (zahlungsunfähig), over-indebted (überschuldet) or deemed unable to
pay their respective debt as it falls due (drohend zahlungsunfähig) (all within the meaning of
Sections 17 to 19 of the German Insolvency Act (Insolvenzordnung)) nor subject to any
insolvency proceedings (Insolvenzverfahren) or any refusal of opening insolvency proceedings
for lacking assets (Abweisung mangels Masse) (within the meaning of Section 26 of the German
Insolvency Act);
	 
	8.2.	 	the statements made in Clause 2 above are true and correct;
	 
	8.3.	 	the Existing Shares are fully paid in and there is no obligation of a shareholder to make
additional contributions (keine Nachschusspflicht);
	 
	8.4.	 	the Existing Shares have not been repaid in any way;
	 
	8.5.	 	all facts capable of being entered into the commercial register of the Company have been
entered into, or, pending entry, submitted for registration to, the commercial register, and,
in particular, no shareholder resolutions regarding changes in the articles of association of
the Company have been passed which are not entered into the commercial register;
	 
	8.6.	 	all necessary authorisations, if any, including but not limited to the shareholders consent
required pursuant to the articles of association of the Company, to enable or entitle the
Pledgor to enter into this Agreement have been obtained and are in full force and effect and
are attached as photocopy to this Agreement in Schedule 3;
	 
	8.7.	 	except for the PLPA, there are no silent partnership agreements or similar arrangements by
which a third party is entitled to a participation in the profits or revenue of the Company;
	 
	8.8.	 	the place from which the Company is in fact administered and where all material managerial
decisions are taken (tatsächlicher Verwaltungssitz) is situated in the Federal Republic of
Germany;
	 
	8.9	 	the Pledgor is the sole legal and beneficial owner of the Existing Shares, free of any
encumbrances, liens, charges and restrictions on pledge or transfer (other than the Pledges
created hereunder and the pledges created in connection with or as permitted by the ABL Credit
Agreement);
	 
	8.10	 	the execution and performance hereof, do not and will not (i) violate any provisions of law
or the articles of association of the Pledgor or the Company, or any order of any court or any
rule, regulation or order of any governmental agency, authority, instrumentality or regulatory
body by which the Pledgor and/ or the Company is bound, (ii) violate in any material way any
provision or any agreement or other




16









 






	 	 	instrument by which the Pledgor and/ or the Company is bound, (iii) 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 the Pledgor or the Company, except for liens created hereby;
	 
	8.11	 	the obligations of the Pledgor hereunder are legal, valid, binding and enforceable against
the Pledgor in accordance with their terms, subject to any qualification in the legal opinion
to be issued by the law firm of Noerr LLP in relation hereto; and
	 
	8.12	 	the Pledges constitute legal, valid and binding pledges under the laws of the Federal
Republic of Germany in the Shares, the Proceeds and the rights pledged pursuant to Clauses
4.1.2 and 4.1.3, enforceable against the Pledgor and third parties in accordance with the
terms hereof and in particular without enforceable judgment (vollstreckbarer Titel), subject
to any qualification in the legal opinion to be issued by the law firm of Noerr LLP in
relation hereto.






	9.	 	UNDERTAKINGS OF THE PLEDGOR
	 
	 	 	The Pledgor undertakes to each of the Pledgees, during the term of this Agreement,






	9.1.	 	not to encumber, permit to subsist (to the extent possible), create or agree to create any
other security interest or third party right in or over the Shares except as set out in this
Agreement and in connection with or as permitted by the ABL Credit Agreement;
	 
	9.2.	 	to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in
respect of the Shares;
	 
	9.3.	 	to promptly notify the Collateral Agent of any change in the shareholding in or capital of
the Company or any encumbrance over the Shares (or part of them) (unless such encumbrance is
permitted under the ABL Credit Agreement). In the case of any attachment (Pfändung) in respect
of any of the Shares, the Proceeds or the rights pledged in clauses 4.1.2 or 4.1.3, the
Pledgor shall promptly notify the Collateral Agent, such notice to be accompanied by any
documents the Pledgees might need to defend themselves against any claim of a third party. In
particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the
attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all
other documents necessary for a defense against the attachment;
	 
	9.4.	 	not to amend, vary, supplement or waive any provision of the constitutional documents of the
Company in a manner which could reasonably be expected to be materially prejudicial to the
interest of the Pledgees;




17









 












	9.5.	 	to notify the Collateral Agent forthwith of any shareholders’ meeting at which a
shareholders’ resolution is intended to be adopted which could reasonably be expected to be
materially prejudicial to the interest of the Pledgees. The Pledgor shall allow, following the
occurrence of any of the circumstances which permit the Pledgees to enforce the Pledges in
accordance with Clause 7 above, the Pledgees or, as the case may be, their proxy or any other
person designated by the Pledgees, to participate in all such shareholders’ meetings of the
Company. Subject to the provision contained in sub-clause 11.1, the Pledgees’ right to attend
the shareholders’ meeting shall lapse immediately upon complete satisfaction and discharge of
the Secured Obligations. In any event, as long as any of the Pledges remains in effect, the
Pledgor shall send, upon request of the Collateral Agent, to the Collateral Agent, for and on
behalf of the Pledgees, a copy of the protocol of any shareholders’ meeting during which any
resolutions have been passed that have, or may have, an effect on the Shares or affect the
Pledges in any way.
	 
	9.6.	 	in the event of any increase in the capital of the Company not to allow, without the prior
written consent of the Pledgees, acting through the Collateral Agent, any party other than
itself to subscribe for any Future Shares;
	 
	9.7.	 	not to change the articles of association of the Company to the effect that any transfer of
Shares shall only be possible with the consent of any other person, other than the
shareholders, and
	 
	9.8.	 	insofar as additional declarations or actions are necessary for the creation of the Pledges
(or any of them) in favour of the Pledgees (or any of them), the Pledgor shall at the
Collateral Agent’s request make such declarations and undertake such actions at the Pledgor’s
costs and expenses.






	10.	 	INDEMNITY






	10.1.	 	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
wilful misconduct or gross negligence of a Pledgee or the Collateral Agent.
	 
	10.2.	 	The Pledgor will indemnify the Pledgees and the Collateral Agent and keep the Pledgees and
the Collateral Agent indemnified against any and all damages, losses, actions, claims,
reasonable expenses (including reasonable attorney fees), demands and liabilities which may be
incurred by or made against the Pledgees (or any of them) or the Collateral Agent for anything
done or omitted in the exercise or purported exercise of the powers contained herein or
occasioned by any breach of the Pledgor of any of its obligations or undertakings herein
contained other than to the extent that such damages, losses, actions, claims, expenses,
demands and liabilities are incurred




18









 






	 	 	by or made against the Pledgees (or any of them) as a result of the gross negligence or
wilful misconduct of such Pledgee or, as the case may be, the Collateral Agent.






	11.	 	DURATION AND INDEPENDENCE






	11.1.	 	This Agreement shall remain in full force and effect until complete satisfaction of the
Secured Obligations. The Pledges shall not cease to exist, if the Borrowers or any of the
other Loan Parties have only temporarily discharged the Secured Obligations.
	 
	11.2.	 	This Agreement shall create a continuing security and no change, amendment, or supplement
whatsoever in the ABL Credit Agreement or in any document or agreement related thereto shall
affect the validity or the scope of this Agreement nor the obligations which are imposed on
the Pledgor pursuant to it.
	 
	11.3.	 	This Agreement is independent from any other security or guarantee which may have been or
will be given to the Pledgees or the Collateral Agent. None of such other security or
guarantee shall prejudice, or shall be prejudiced by, or shall be merged in any way with this
Agreement.
	 
	11.4.	 	Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security
created hereunder shall not be affected by any transfer or assumption of the Secured
Obligations to, or by, any third party.






	12.	 	RELEASE (PFANDFREIGABE)






	12.1.	 	Upon complete and irrevocable satisfaction of the Secured Obligations, the Pledgees will as
soon as reasonably practical declare the release of the Pledges (Pfandfreigabe) to the Pledgor
as a matter of record. For the avoidance of doubt, the parties are aware that upon full and
complete satisfaction of the Secured Obligations the Pledges, due to their accessory nature
(Akzessorietät), cease to exist by operation of German mandatory law. If the Collateral Agent
is authorized to release in whole or in part any pledges under the ABL Credit Agreement, the
Collateral Agent is authorized to release such Pledges under this Agreement.
	 
	12.2.	 	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.




19









 











	13.	 	PARTIAL INVALIDITY, WAIVER






	13.1.	 	If at any time, any one or more of the provisions hereof is or becomes invalid, illegal or
unenforceable in any respect under the law of any jurisdiction, such provision shall as to
such jurisdiction, be ineffective to the extent necessary without affecting or impairing the
validity, legality and enforceability of the remaining provisions hereof or of such provisions
in any other jurisdiction. The invalid, illegal or unenforceable provision shall be deemed to
be replaced with such valid, legal or enforceable provision which comes as close as possible
to the original intent of the parties and the invalid, illegal or unenforceable provision.
Should a gap (Regelungslücke) become evident in this Agreement, such gap shall, without
affecting or impairing the validity, legality and enforceability of the remaining provisions
hereof, be deemed to be filled in with a valid, legal and enforceable provision which comes as
close as possible to the original intent of the parties.
	 
	13.2.	 	No failure to exercise, or any delay in exercising any right or remedy hereunder shall be
deemed as a waiver thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the exercise of any other right or remedy.
The rights and remedies provided hereunder are cumulative and not exclusive of any rights or
remedies provided by law.
	 
	13.3.	 	In particular, the Pledges shall not be affected and shall in any event extend to any and
all Shares in the Company even if the number or nominal value of the Existing Shares or the
aggregate share capital of the Company as stated in Clause 2 are inaccurate or deviate from
the actual facts.






	14.	 	AMENDMENTS
	 
	 	 	Changes and amendments to this Agreement including this Clause 15 shall be made in writing,
unless notarial form by operation of law is required.






	15.	 	NOTICES AND THEIR LANGUAGE






	15.1.	 	All notices and communications under or in connection with this Agreement shall be in
writing and shall be delivered by letter, posted or delivered by hand, or fax. Each notice or
communication shall be given to the relevant party at the address or fax number and marked for
the attention of the person(s) or department from time to time specified in writing by that
party to the other. The initial address, fax number and person(s) or department so specified
by each party are set out below:





	 	 	 	 
	 	If to the Pledgor:	 	Novelis Aluminium Holding Company
	 	 
	 	25/28 North Wall Quay,
	 	 
	 	Dublin 1, Irland
	 	 
	 	Fax:                   +3531 6492649






20









 






	 	 	 	 
	 	If to the
Pledgees and the Collateral Agent:
	 	Bank of America, N.A.
	 	 
	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 	 
	 	Chicago, IL  60603,
	 	 
	 	U.S.A.
	 	 
	 	Attention: Account Officer
	 	 
	 	Fax: + 1 312-453-5555







	15.2.	 	Save for the notice pursuant to Section 1280 of the German Civil Code (which shall be
substantially in the form of Schedule 2 attached hereto) any notice or other communication
under or in connection with this Agreement shall be in the English language or, if in any
other language, accompanied by a translation into English. In the event of any conflict
between the English text and the text in any other language, the English text shall prevail.






	16.	 	APPLICABLE LAW, JURISDICTION






	16.1.	 	This Agreement is governed by the laws of the Federal Republic of Germany.






	16.2.	 	The place of jurisdiction for any and all disputes arising under or in connection with this
Agreement shall be the district court (Landgericht) in Frankfurt am Main. The Pledgees,
however, shall also be entitled to take action against the Pledgor in any other court of
competent jurisdiction, in which case the Pledgor shall also be entitled to initiate
counterclaims (Widerklage) in such other court. Further, the taking of proceedings against the
Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any
other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable
law.






	17.	 	INTERCREDITOR AGREEMENT AND ABL CREDIT AGREEMENT




21









 










In the event of a direct conflict between the terms and provisions contained in this Agreement and
the terms and provisions contained in the ABL Credit Agreement, it is the intention of the parties
hereto that such terms and provisions in such documents shall be read together and construed, to
the fullest extent possible, to be in concert with each other. In the event of any actual,
irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of the ABL
Credit Agreement shall govern and control. Except as provided for in this paragraph,
notwithstanding anything herein to the contrary, the ABL Credit Agreement, including Article X
thereof, shall govern and control the exercise of remedies by the Collateral Agent.



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.




*****



The Notary is hereby instructed to give notice of this Agreement and the Pledges of the rights
pursuant to Clause 3 (Pledge) and Clause 4 (Scope of the Pledges) to the Company by means of
sending to the Company a notice substantially in the form of Schedule 2 hereto which shall be
accompanied by a certified copy of this Agreement.












22









 








SCHEDULE 1

List of Lenders and other Secured Parties





	1.	 	Bank of America, N.A.
	 
	2.	 	Citibank, N.A.
	 
	3.	 	JPMorgan Chase Bank, N.A.
	 
	4.	 	The Royal Bank of Scotland plc
	 
	5.	 	UBS AG, Stamford Branch
	 
	6.	 	Commerzbank AG, New York and Grand Cayman Branches




- 1 -









 











SCHEDULE 2

Form of notice to be delivered to the Company




[Letterhead of Notary]


An




Novelis Deutschland GmbH




Verpfändung der Geschäftsanteile an Novelis Deutschland GmbH durch Novelis Aluminium Holding
Company



Sehr geehrte Damen und Herren,



namens und in Vollmacht von Novelis Aluminium Holding Company zeige ich Ihnen hiermit, unter
anderem gemäß § 1280 des Bürgerlichen Gesetzbuches, an, dass mit notarieller Urkunde des
unterzeichnenden Notars vom [•] 2010,
Urkundenrolle Nr. [•]/2010, Novelis Aluminium Holding
Company ihre sämtlichen bestehenden und zukünftigen Geschäftsanteile an der Novelis Deutschland
GmbH verpfändet hat.



Des Weiteren sind sämtliche (bestehende und zukünftige) aus den Geschäftsanteilen resultierende
Nebenansprüche, insbesondere auf Gewinne, Liquidationserlöse, Einziehungsentgelte,
Abfindungsansprüche wegen Kündigung und/oder Austritt eines Gesellschafters sowie
Abfindungsansprüche wegen etwaiger Preisgabe eines Geschäftsanteils und Ansprüche auf Rückzahlung
von Nachschüssen von der Verpfändung umfasst. Ebenfalls umfasst sind sämtliche (bestehenden und
zukünftigen) Zahlungsansprüche der Verpfänderin gegen die Gesellschaft, die aus oder im
Zusammenhang mit einem gegenwärtig oder in Zukunft bestehenden Beherrschungs- und/oder
Gewinnabführungsvertrag oder Teilgewinnabführungsvertrag entstehen.



Als Anlage ist eine beglaubigte Abschrift meiner Urkunde beigefügt.



Ich darf Sie bitten, mir den Erhalt dieser Anzeige durch Übersendung einer gegengezeichneten Kopie
der nachstehenden Erklärung zu bestätigen.



Mit freundlichen Grüßen



[Notary]



Hiermit bestätige ich den Erhalt der obigen Anzeige:




	 	 	 

	 
 

	 	 
 
	(Ort, Datum)

	 	Geschäftsführer






- 2 -









 






SCHEDULE 3

Required Consents




Shareholder’s Consent pursuant



to § 4 of the Company’s Articles of Association




- 3 -











 







Number 1023 of the Roll of Notarial Deeds for 2010–S









Transacted




in Frankfurt am Main, this 17th day of December, 2010.



Before me, the undersigning

Dr. Karl-Heinz Schmiegelt,

civil law notary

with offices in Frankfurt/Main


appeared today:





	1.	 	Ms Bettina Röder, Attorney-at-Law, born 27 April 1978, with business address at Noerr LLP,
Börsenstraße 1, 60313 Frankfurt/Main.






	 	 	Deponent no. 1 stated that in the following she would not act for herself but in the name and
on behalf of






	 	 	 	Novelis Aluminium Holding Company, a company incorporated under the laws of Ireland,
with its registered office at 25/28 North Wall Quay, Dublin 1, Ireland, registered with
the Irish Companies Registration Office with registration number 316911,






	 	 	based upon a power of attorney dated 16 December 2010, a faxed copy of which is attached
hereto as appendix A.






	2.	 	Ms Katja Findeisen, Attorney-at-Law, born 24 November 1979, with business address at Skadden,
Arps, Slate, Meagher & Flom LLP, An der Welle 3, 60322 Frankfurt am Main.






	 	 	Deponent no. 2 stated that in the following she would not act for herself but in the name and
on behalf of






	 	a)	 	Bank of America, N.A., a national banking organization organized under the laws
of the United States of America, having business addresses, among others, at One Bryant
Park, New York, New York 10036, U.S.A., and at 135 S. LaSalle, Suite 927, IL-135-09-27,
Chicago, IL 60603, U.S.A.,





 









 











	 	 	 	based upon two powers of attorney dated 14 December 2010, faxed copies of which are
attached hereto as appendices B.a.1 and B.a.2,






	 	b)	 	Citibank, N.A., a national banking organization organized under the laws of the
United States of America, with registered offices at 3900 Paradise Road, Las Vegas, NV
89109, U.S.A.,
	 
	 	 	 	based upon a power of attorney dated 15 December 2010, a faxed copy of which is
attached hereto as appendix B.b,






	 	c)	 	JPMorgan Chase Bank, N.A.., a national banking organization organized under the
laws of the United States of America, with registered offices at 1111 Polaris Parkway,
Columbus, Ohio 43240, U.S.A.,
	 
	 	 	 	based upon a power of attorney dated 14 December 2010, a faxed copy of which is
attached hereto as appendix B.c,






	 	d)	 	UBS AG, a company organized under the laws of Switzerland, acting through its
Stamford Branch, with the Stamford Branch having its registered offices at 677
Washington Blvd. Stamford, CT 06901, U.S.A,
	 
	 	 	 	based upon a power of attorney dated 14 December 2010, a faxed copy of which is
attached hereto as appendix B.d,






	 	e)	 	Commerzbank Aktiengesellschaft, a company organized under the laws of Germany
with its corporate seat in Frankfurt/Main, acting through its New York and Grand Cayman
Branches,
	 
	 	 	 	as proxy without power of attorney;






	3.	 	Mr Rudolf Grunwald, Director, born 23 March 1960, with business address at The Royal Bank of
Scotland N.V. Niederlassung Deutschland, Junghofstraße 22, 60311 Frankfurt am Main.






	 	 	Deponent no. 3 stated that in the following he would not act for himself but in the name and
on behalf of






	 	 	 	The Royal Bank of Scotland plc, a company organized under the laws of Scotland under
company registration number SC090312 with registered address at 36 St Andrew Square,
Edinburgh, EH2 2YB, Scotland,






	 	 	 	based upon a power of attorney dated 27 October 2010, a faxed copy of which is attached
hereto as appendix C.




To the extent that deponent number 2 is acting as agent without power of attorney, she shall not be
liable for the non-ratification of her declarations for any reason, and the parties confirm that
they waive any rights, if any, against deponent number 2 in this respect. The declaration of
ratification shall become effective upon receipt by the notary Dr Schmiegelt of the original or of
a copy of the declaration, whether transmitted on paper, by telefax or as a scan file.The originals
of the above-mentioned powers of attorney and of the declaration of ratification by Commerzbank
Aktiengesellschaft will be provided to the notary in due course with the exception of the power of
attorney referred to by deponent no. 3. Certified copies of the originals filed subsequently shall
be sealed to the present deed.



The proxies do not assume any liability as to the validity or the scope of the powers of attorney
presented. The notary advised the deponents that he is obliged to verify the powers of
representation of the deponents and to examine the documents presented with respect to a proof of
such powers. After a discussion of the documentation presented today and promised to be submitted
in due course, the deponents declared





- 2 -









 







that they did not wish any further proof of their power of representation and asked the notary to
continue with the notarisation.



Deponents no. 2 and 3 identified themselves to the notary by submission of their valid German
identification cards. Deponent No. 1 is personally known to the notary.



The notary asked the deponents regarding a prior involvement according to sec. 3 para. 1 sent. 1
no. 7 of the German Notarisation Act (Beurkundungsgesetz). After having been instructed by the
notary the deponents and the notary answered this question in the negative.



The deponents requested the notary to notarise this deed in the English language for the
convenience of the parties represented by them and confirmed that they are in adequate command of
the English language. The notary declared that he is in adequate command of the English language as
well.



Deponents no. 1 and 2, acting as aforesaid, then requested the notary to notarise the




First Ranking Share Pledge Agreement

(Term Loan)



attached to this deed as Attachment 1 with its schedules. This Share Pledge Agreement
with the exclusion of its table of contents and its Schedule 3 forms an integral part of this deed.



Thereupon, deponent no. 1, acting as aforesaid, declared:



Novelis Aluminium Holding Company hereby offers to Bank of America, N.A. and to the other parties
represented by deponents no. 2 and 3 (the “Offerees”) to conclude the




Second Ranking Share Pledge Agreement

(ABL Loan)



attached to this deed as Attachment 2 with its schedules. The Offerees take notice of
the offer without accepting it (ohne es anzunehmen), the corresponding pledges thus coming into
existence upon acceptance of the offer in a separate deed to be notarised today by the acting
notary, and hence ranking junior to the pledges created by the agreement contained in Attachment
1. Attachment 2 with the exclusion of its table of contents and its schedule 3 forms an integral
part of this deed as well.



The offer shall be irrevocable until 31 December 2010. Novelis Aluminium Holding Company shall bear
the costs of the acceptance of the offer.



The acting notary is instructed to deliver a counterpart copy (Ausfertigung) to the Offerees to the
attention of Ms. Katja Findeisen and Mr Rudolf Grunwald as authorised representatives.



The notary is asked to deliver certified copies and counterpart copies of the present deed always
bound together with a certifed copy of the deed of acceptance, if not otherwise instructed by the
parties.







- 3 -









 







The parties make it clear for the avoidance of doubt that the invalidity of the declaration of any
party (e.g. in case of the non-ratification by Commerzbank Aktiengesellschaft of the acceptance of
the offer) shall not affect the validity of the declarations of the other parties.



All approvals, consents and similar declarations that may still be required shall take effect for
and against all parties upon receipt by the officiating notary.



The notary advised the deponents





	•	 	that the pledge is a security instrument of strictly accessory nature (i.e. that it
comes into legal existence only if, to the extent that, and as long as, the underlying
secured claims do in fact exist, and that the owners of the secured claims and the pledgees
must be identical);






	•	 	that if the underlying secured claims are novated this will cause the pledge to lapse
by operation of law in relation to such novated claims;






	•	 	that the articles of association may impose restrictions on a transfer or pledge of shares;






	•	 	that there is no bona fide creation, acquisition nor ranking of a pledge of shares
(i.e. the pledgees are not protected if the shares purported to be pledged do not exist, have
been previously transferred to a third party or have been previously encumbered for the
benefit of a third party) if not otherwise provided for in sec. 16 para.3 German Limited
Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung);






	•	 	that there is no court ruling of the German Federal High Court of Justice
(Bundesgerichtshof) in relation to the validity of a pledge for the benefit of future
pledgees created by way of the agent bank acting as agent without power of attorney for all
future pledgees who will become members of the group of lenders after the notarization in
accordance with the terms of the underlying credit agreements and that, if the pledges in
favour of the future pledgees are validly created herein, it may be questioned whether such
pledges shall have the same rank as the pledges in favour of the Pledgee; and






	•	 	that the parties hereto are, by operation of law, jointly and severally liable with
respect to the payment of all notarial fees, irrespective of any internal agreement passed in
that respect.




This deed with Attachments 1 and 2 including their respective Schedules 1 and 2 but excluding their
table of contents and its respective Schedules 3 was read aloud by the notary to the deponents, was
approved by the deponents and was signed by the deponents and the notary at 12:45 CET in their own
hands as follows:





- 4 -












 





Exhibit M-6




Execution Copy




Dated 17 December 2010




Between



NOVELIS ALUMINIUM HOLDING COMPANY



as Original Chargor



and



BANK OF AMERICA, N.A.

as Collateral Agent




 



GUARANTEE AND SECURITY AGREEMENT



 



NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS
LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS ACQUISITIONS LLC, NOVELIS NORTH AMERICA HOLDINGS INC.,
NOVELIS UK LTD, NOVELIS SERVICES LIMITED, NOVELIS AG, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848
CANADA INC., 4260856 CANADA INC., NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS MADEIRA UNIPESSOAL, LDA, NOVELIS
PAE, S.A.S., NOVELIS LUXEMBOURG S.A., AV METALS INC. (“HOLDINGS”), NOVELIS DEUTSCHLAND GMBH,
NOVELIS DO BRASIL LTDA., NOVELIS ALUMINUM HOLDING COMPANY, THE OTHER SUBSIDIARIES OF HOLDINGS FROM
TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT
LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR
THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA,
N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR
AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE TERM LOAN SECURED PARTIES (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 DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




McCann FitzGerald

Solicitors

Riverside One

Sir John Rogerson’s Quay

Dublin 2

EDV\2299105.11



 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	Page	 
	1.
	 	Creation of security	 	 	1	 
	2.
	 	Guarantee	 	 	6	 
	3.
	 	Representations - General	 	 	8	 
	4.
	 	Restrictions on Dealings	 	 	10	 
	5.
	 	Land	 	 	10	 
	6.
	 	Investments	 	 	14	 
	7.
	 	Intellectual Property	 	 	17	 
	8.
	 	Accounts	 	 	18	 
	9.
	 	Relevant Contracts	 	 	21	 
	10.
	 	Plant and Machinery	 	 	23	 
	11.
	 	Insurance Policies	 	 	23	 
	12.
	 	When Security Becomes Enforceable	 	 	24	 
	13.
	 	Enforcement of Security	 	 	24	 
	14.
	 	Receiver	 	 	26	 
	15.
	 	Powers of Receiver	 	 	27	 
	16.
	 	Application of proceeds	 	 	29	 
	17.
	 	Taxes, Expenses and Indemnity	 	 	29	 
	18.
	 	Delegation	 	 	29	 
	19.
	 	Further Assurances	 	 	30	 
	20.
	 	Power of Attorney	 	 	30	 
	21.
	 	Preservation of Security	 	 	31	 
	22.
	 	Miscellaneous	 	 	33	 
	23.
	 	Loan Parties	 	 	34	 
	24.
	 	Release	 	 	35	 
	25.
	 	Counterparts	 	 	35	 






 









 






	 	 	 	 	 	 	 
	Clause	 	Page	 
	26.
	 	Notices	 	 	35	 
	27.
	 	The Collateral Agent as Trustee	 	 	36	 
	28.
	 	Governing Law	 	 	37	 
	29.
	 	Enforcement	 	 	37	 
	30.
	 	Interpretation	 	 	38	 
	 
	 	 	 	 	 	 
	Schedule 1 - Security Assets	 	 	45	 
	Schedule 2 - Forms of Letter for Security Accounts	 	 	51	 
	Schedule 3 - Forms of Letter for Insurance Policies	 	 	58	 
	Schedule 4 - Forms of Letter for Primary Contracts	 	 	63	 
	Schedule 5 - Form of Deed of Accession	 	 	67	 
	Schedule 6 - Powers of a Receiver	 	 	73	 











 









 







THIS DEED is dated 17 December 2010




BETWEEN:





	(1)	 	NOVELIS ALUMINIUM HOLDING COMPANY a company registered in Ireland with company number 316911
(hereinafter referred to as the Original Chargor); and






	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (as defined below)) (the Collateral Agent).





BACKGROUND:




	(A)	 	Each Chargor enters into this Deed in connection with the Credit Agreement.






	(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. CREATION OF SECURITY




	1.1	 	Mortgage and Fixed Charge over the Secured Premises
	 
	 	 	As continuing security for the payment, performance and discharge of the Secured Obligations
and as a legal mortgage of land, each Chargor as beneficial owner and also in the case of
registered land as registered owner (or the person entitled to be registered as owner)
hereby CHARGES by deed the Secured Premises with the payment, performance and discharge to
the Collateral Agent as collateral agent and trustee for the Secured Parties of the Secured
Obligations, subject to such terms, conditions, covenants and obligations as are set out in
this Deed and hereby ASSENTS to the registration of this charge for present and future
advances as a burden on the Secured Premises.
	 
	 	 	The address in the State of the Collateral Agent for service of notices and its description is:





	 	 	 	 	 

	 

	 	Address:
	 	c/o McCann FitzGerald
	 

	 	 	 	Riverside One
	 

	 	 	 	Sir John Rogerson’s Quay
	 

	 	 	 	Dublin 2
	 

	 	 	 	(Attn: EdeV)
	 
	 	 	 	 
	 

	 	Description:
	 	Financial Institution







	 	 	The charge created by this clause 1.2 is a first fixed charge.
	 
	1.2	 	Fixed Charge over Real Property (other than the Secured Premises)
	 
	 	 	As continuing security for the payment and discharge of the Secured Obligations, each
Chargor as beneficial owner (and also in the case of registered land as registered owner or
the person entitled to be registered as registered owner) hereby by way of first fixed
charge CHARGES unto the Collateral Agent as collateral agent and trustee for the Secured
Parties all that Chargor’s right, title and interest from time to time in and to each of the
following assets:






	 	(a)	 	all its other estate, right, title or interests in any land or buildings now
belonging to such Chargor (including, specifically, but not limited to, the Secured
Premises) (whether or not the legal estate is vested in such Chargor or registered in
the name of






ABL Debenture



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	 	 	 	such Chargor), and all future estate, right, title or interests of such Chargor in
such lands, hereditaments and premises and in any other freehold or leasehold
property (whether or not registered) vested in or held by or on behalf of such
Chargor from time to time and/or the proceeds of sale thereof together in all cases
(to the extent the same are not otherwise subject to a fixed charge hereunder) all
fixtures (including trade fixtures) and all fixed plant and machinery from time to
time therein with the payment performance and discharge of the Secured Obligations;
and
	 
	 	(b)	 	the benefit of all present and future licences, covenants, permissions,
consents and authorisations (statutory or otherwise) held by such Chargor in connection
with the use of any of the Real Property and the right to recover and receive all
compensation or other monies which may at any time become payable to it in respect
thereof.






	1.3	 	Investments






	 	(a)	 	Each Chargor as beneficial owner as continuing security for the payment,
performance and discharge of the Secured Obligations hereby 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 first 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.






	1.4	 	Plant and machinery
	 
	 	 	Each Chargor as beneficial owner as continuing security for the payment, performance and
discharge of the Secured Obligations hereby charges by way of first 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.





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	1.5	 	Credit balances
	 
	 	 	Each Chargor as beneficial owner as continuing security for the payment, performance and
discharge of the Secured Obligations hereby charges by way of a first 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 other than any
account the subject of a Security Interest in favour of any other person in accordance with
the terms set out in Section 6.02(y) of the Credit Agreement.






	1.6	 	Book debts etc.
	 
	 	 	Each Chargor as beneficial owner as continuing security for the payment, performance and
discharge of the Secured Obligations hereby charges by way of a first 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 paragraphs (a) or (b) above.






	1.7	 	Insurance Policies






	 	(a)	 	Each Chargor as beneficial owner as continuing security for the payment,
performance and discharge of the Secured Obligations hereby 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 first fixed charge all amounts and rights described in
paragraph (a) above.
	 
	 	(c)	 	A reference in this Clause 1.7 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.






	1.8	 	Other contracts






	 	(a)	 	Each Chargor as beneficial owner as continuing security for the payment,
performance and discharge of the Secured Obligations hereby 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 1.1(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 1
and are not effectively assigned under paragraphs (a) or (b) above, each Chargor
charges by way of first fixed charge all of its rights under each Secondary Contract.




ABL Debenture


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	1.9	 	Intellectual property






	 	(a)	 	Each Chargor as beneficial owner as continuing security for the payment,
performance and discharge of the Secured Obligations hereby charges by way of a first
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.
	 
	 	(b)	 	For the purpose of enabling the Collateral Agent, whilst an Event of Default is
continuing, to exercise its rights and remedies under Clause 12 (When Security Becomes
Enforceable) and Clause 13 (Enforcement of Security) at such time as the Collateral
Agent shall be lawfully entitled to exercise such rights and remedies, and for no other
purpose, each Chargor hereby grants to the Collateral Agent an irrevocable,
non-exclusive license and, to the extent permitted under all relevant licenses of
Intellectual Property granting such Chargor rights in Intellectual Property, a
sublicense (in each case, exercisable without payment of royalties or other
compensation to such Chargor) to use, license or sublicense any of the Intellectual
Property now owned or hereafter acquired by or licensed to such Chargor, 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 manufactured or sold by such Chargor 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
thereof.






	1.10	 	Miscellaneous
	 
	 	 	Each Chargor as beneficial owner as continuing security for the payment, performance and
discharge of the Secured Obligations hereby charges by way of a first 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.






	1.11	 	Floating charge






	 	(a)	 	Each Chargor, as beneficial, owner as continuing security for the payment,
performance and discharge of the Secured Obligations hereby charges by way of a first
floating charge all of its assets whatsoever and wheresoever not otherwise effectively
mortgaged, charged or assigned under this Deed.
	 
	 	(b)	 	Except as provided in paragraph (c) 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;





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	 	(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 4 (Restrictions on dealing).






	 	(c)	 	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 Examiner is appointed to any Chargor or the Collateral
Agent receives notice of an intention to appoint an Examiner to any Chargor;
	 
	 	(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); or
	 
	 	(iii)	 	on the presentation of a petition to appoint an Examiner to
any Chargor or where the protection of the court is sought by a Related
Company.






	 	(d)	 	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.
	 
	 	 	 	Any charge which has been converted into a fixed charge in accordance with
paragraphs (b) or (c) 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.






	1.12	 	General






	 	(a)	 	All this Security:






	 	(i)	 	is created in favour of the Collateral Agent as collateral
agent and trustee for the Secured Parties;
	 
	 	(ii)	 	is a continuing security for the payment, discharge and
performance of all the Secured Obligations; and
	 
	 	(iii)	 	is made by each Chargor as beneficial owner.






	 	(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





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	 	(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
1 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 and this 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.





2. GUARANTEE





	2.1	 	Guarantee
	 
	 	 	Each Chargor irrevocably and unconditionally jointly and severally:






	 	(a)	 	guarantees as principal obligor to the Collateral Agent and each other Secured
Party due and punctual performance by each Loan Party of all of the Secured Obligations
now or in the future due, owing or incurred by such Loan Party;
	 
	 	(b)	 	undertakes with the Collateral Agent and each other Secured Party 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
	 
	 	(c)	 	indemnifies the Collateral Agent and each other Secured Party 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 such 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 other
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 Chargor shall continue as if the payment, discharge,
avoidance or reduction had not occurred; and





ABL Debenture

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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 Chargor, 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 Chargor, any
other Loan Party or other person;
	 
	 	(ii)	 	the release of any other Chargor, 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 Chargor, any other 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 Chargor, any other 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 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





ABL Debenture

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	 	 	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
other 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(f), 2.12 (with respect to Taxes), 2.15, 2.23 and 7.10 of the
Credit Agreement are hereby incorporated, mutatis mutandi, and shall apply to this Deed, the
Chargors, the Lenders, the Collateral Agent and the Administrative Agent as if set forth
herein.






	3.	 	REPRESENTATIONS — GENERAL






	3.1	 	Nature of security
	 
	 	 	Each Chargor represents and warrants to the Collateral Agent and each other Secured Party
that:




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	 	(a)	 	this Deed creates those Security Interests it purports to create (save that the
legal mortgage created in Clause 1.3(a)(i) will take effect in equity until such time
as the Collateral Agent exercises its discretion under Clause 6.2(b)) and is not liable
to be avoided or otherwise set aside on its liquidation or examinership 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 grant by the Chargor of the guarantee and 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);






	 	(d)	 	all actions and consents (save for any consent envisaged by Clause 1.12(b) and
which is being sought as required by such Clause), 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; and
	 
	 	(e)	 	schedule 1 (Security Assets) to this Deed or, in the case of an Additional
Chargor, the Schedule to any Deed of Accession by which it became a party to this Deed
properly identifies:






	 	(i)	 	in Part 1 thereof, all estates and interests in freehold or
leasehold property owned by the Chargors in the Territory at the date of this
Deed or such Deed of Accession;
	 
	 	(ii)	 	in Part 2 thereof, all Charged Shares and other shares, stocks,
debentures, bonds, warrants, coupons and other securities and investments owned
by the Chargors in the Territory at the date of this Deed or such Deed of
Accession;
	 
	 	(iii)	 	in Part 4 thereof, all agreements or contracts to which any
the Chargor is party at the date of this Deed or such Deed of Accession and
which would fall within paragraphs (b) — (h) inclusive of the definition of
Primary Contracts;
	 
	 	(iv)	 	in Part 5 thereof, all Intellectual Property owned by the
Chargors in the Territory at the date of this Deed or such Deed of Accession
and which is material to their business; and
	 
	 	(v)	 	in Part 6 thereof, all bank accounts held by the Chargors in
the Territory at the date of this Deed or such Deed of Accession.






	3.2	 	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 on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by:





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	 	(i)	 	each Chargor which becomes party to this Deed by 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.






	4.	 	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.






	5.	 	LAND
	 
	5.1	 	Information for Report on Title
	 
	 	 	Each Chargor represents and warrants to the Collateral Agent and each other 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.






	5.2	 	Title
	 
	 	 	Each Chargor represents and warrants to the Collateral Agent and each other 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;






	 	(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;





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	 	(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.






	5.3	 	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.






	5.4	 	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 material 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.






	5.5	 	Acquisitions
	 
	 	 	If a Chargor acquires any freehold or leasehold property after the date of this Deed, it
must:






	 	(a)	 	notify the Collateral Agent immediately;






	 	(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;





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	 	(c)	 	if the title to that freehold or leasehold property is registered at the Land
Registry of Ireland or required to be so registered, give the Land Registry of Ireland
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 of Ireland.






	5.6	 	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.






	5.7	 	Leases
	 
	 	 	No Chargor may in respect of its Mortgaged Property (or any part of it), unless 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.






	5.8	 	The Land Registry of Ireland
	 
	 	 	Each Chargor hereby consents to the registration as burdens on the folio of any registered
land of which it is the registered owner or, as applicable, the person entitled to be
registered as registered owner as well as on the folio of any further registered lands of
which it may from time to time become the registered owner or, as applicable, the person
entitled to be registered as registered owner, of:






	 	(a)	 	the first ranking fixed mortgage and charge created by this Deed on the said
land;






	 	(b)	 	on crystallisation of the floating charge created by this Deed on the said
land, such crystallised floating charge; and






	 	(c)	 	the power of any Receiver appointed under this Deed to charge the said land.





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	5.9	 	Deposit of title deeds
	 
	 	 	Each Chargor must deposit with the Collateral Agent all deeds and documents of title
relating to its Mortgaged Property and Land Registry of Ireland search certificates and
similar documents received by it or on its behalf.






	5.10	 	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.






	5.11	 	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.






	5.12	 	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.






	5.13	 	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.





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	 	 	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.
	 
	5.14	 	Unregistered Property
	 
	 	 	Each Chargor shall use reasonable endeavours to:






	 	(a)	 	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 responses in respect of any title requisitions raised by the Land Registry.






	6.	 	INVESTMENTS






	6.1	 	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, any option to
purchase or similar right (in each case, other than as permitted by the Credit
Agreement);
	 
	 	(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 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) other than as permitted by the Credit Agreement.






	6.2	 	Certificated Investments
	 
	 	 	Each Chargor must:






	 	(a)	 	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





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	 	(b)	 	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:






	 	(i)	 	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
	 
	 	(ii)	 	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.






	 	(c)	 	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.






	6.3	 	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 result in the
rights attaching to any of its Investments being altered or further shares being issued.






	6.4	 	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.






	6.5	 	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 81 of the
Companies Act, 1990) 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;





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	 	(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.
	 
	6.6	 	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 promptly
deliver copies of any minutes of shareholder meetings in respect of the Investments to
the Collateral Agent if so requested by the Collateral Agent, 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 (save
to the extent permitted by the Credit Agreement), 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.





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	 	(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
relevant Chargor, each Chargor irrevocably appoints the Collateral Agent or its nominee
as its proxy to exercise all voting rights in respect of those Investments following
the service of a notice by the Collateral Agent or for 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.






	6.7	 	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.






	6.8	 	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.






	7.	 	INTELLECTUAL PROPERTY
	 
	7.1	 	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:





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	 	(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.






	7.2	 	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 Irish Trade Marks Register and/or Patents
Register) 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:






	 	(i)	 	amend or waive or terminate, any of its rights in respect of
Intellectual Property where such amendment, waiver or termination would or
could reasonably be expected to have a Material Adverse Effect; or
	 
	 	(ii)	 	take any action which would or could reasonably be expected to
jeopardise the existence or enforceability of any of its rights in respect of
its Intellectual Property save as permitted by the Credit Agreement.






	7.3	 	Further Assurance
	 
	 	 	If any Chargor shall at any time after the date of this Deed (a) obtain any ownership or
other rights in and/or to any additional Intellectual Property or (b) 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, or any improvement on any Intellectual Property, the provisions of this Deed shall
automatically apply thereto and any such item described in (a) or (b) above (other than any
Excluded Property) shall automatically constitute Intellectual Property for the purpose of
this Deed as if such would have constituted Intellectual Property at the time of execution
hereof and such Intellectual Property (other than any Excluded Property) shall be subject to
the Security and Security Interests created by this Deed without further action by any
party. Concurrently with the delivery of each Compliance Certificate pursuant to Section
5.01(d) of the Credit Agreement, each Chargor shall provide to the Collateral Agent written
notice of any of the foregoing Intellectual Property owned by such Chargor which is the
subject of a registration or application and confirm the attachment of the Security and
Security Interests created by this Deed to any rights described in clauses (i) and (ii)
above by the delivery of an executed instrument or other statement(s) in form and substance
reasonably acceptable to the Collateral Agent as shall be reasonably necessary to create,
record, preserve, protect or perfect the Collateral Agent’s lien and security interest in
such Intellectual Property.





8. ACCOUNTS





	8.1	 	Accounts
	 
	 	 	Subject to the terms of the Intercreditor Agreement, all Security Accounts must be
maintained at a branch of the Account Bank approved by the Collateral Agent.





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	8.2	 	Change of Account Bank
	 
	 	 	This Clause 8.2 is subject to the terms of the Intercreditor Agreement.






	 	(a)	 	Any Account Bank may be changed to another bank and additional banks may be
appointed as Account Banks if the relevant Chargor and the Collateral Agent so agree.
	 
	 	(b)	 	Without prejudice to clause 8.2(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 this Clause 8.2 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.






	 	(e)	 	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 unless permitted under the Credit
Agreement.






	 	(f)	 	Each Chargor agrees that it shall, immediately following the opening or
designation of any Net Cash Proceeds Account by such Chargor, notify each of the
Collateral Agent and the relevant Account Bank of such opening or designation
(including all relevant account details).






	8.3	 	Book debts and receipts (non-Euro)
	 
	 	 	In respect of any amounts receivable by a Chargor in a currency other than euros:






	 	(a)	 	each Chargor must immediately deposit and direct their respective Account
Debtors to directly remit all payments on Accounts and all payments constituting
proceeds of Inventory or other Collateral into a Security Account in accordance with
Section 9.01 of the Credit Agreement;






	 	(b)	 	to the extent not deposited in or remitted to a Security Account under Clause
8.3(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,






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	 	 	 	in the ordinary course of its business and (prior to payment into a Security Account
under Clause 8.3(c)) hold the proceeds of the getting in and realisation subject to,
and in accordance with the terms of the Intercreditor Agreement, on trust for the
Collateral Agent; and
	 
	 	(c)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
the Chargor must, except to the extent that the Collateral Agent otherwise agrees, pay
all the proceeds of the getting in and realisation under Clause 8.3(b) into a Security
Account as soon as practicable on receipt.






	8.4	 	Book debts and receipts (Euro)
	 
	 	 	In respect of any amounts receivable by a Chargor in euro:






	 	(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 pay them into a bank account in
accordance with Section 9.01 of the Credit Agreement (a “Relevant Account”) and,
prior to payment into the Relevant Account, hold the proceeds of the getting in and
realisation subject to, and in accordance with, the terms of the Intercreditor
Agreement, on trust for the Collateral Agent; and






	 	(b)	 	subject to, and in accordance with, the terms of the Intercreditor Agreement,
and without prejudice to paragraph (a) above, each Chargor must, except to the extent
that the Collateral Agent otherwise agrees, pay all the proceeds of the getting in and
realisation referred to under Clause 8.4(a) that are not paid into a Relevant Account,
into a Security Account as soon as practicable on receipt.






	8.5	 	Withdrawals






	 	(a)	 	Following the occurrence of an Event of Default which is continuing, 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)	 	subject to the terms of the Intercreditor Agreement, 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 other than in accordance with any Cash Management Document.
	 
	 	(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 8.5 or as
otherwise permitted by the Credit Agreement.






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	8.6	 	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) within 14 days of the date
of this Deed or any Deed of Accession by which it becomes a party to this Deed.






	 	(b)	 	As soon as practicable after receipt by the Collateral Agent of the
acknowledgement in sub-paragraph (a)(ii) above from an Account Bank and provided that
no Default is outstanding, the Collateral Agent will send a letter to that Account Bank
substantially in the form of Part 3 of Schedule 2 (Forms of letter for Account Bank).






	 	(c)	 	Each Chargor agrees that it shall, in connection with any adjustment to the
priority arrangements and/or instructions to the Account Bank:






	 	(i)	 	immediately following request by the Collateral Agent (acting
reasonably) provide a revised or supplemental notice to each relevant Account
Bank in a form and substance satisfactory to the Collateral Agent (acting
reasonably); and
	 
	 	(ii)	 	use all reasonable endeavours to procure that each relevant
Account Bank acknowledges any amended notice delivered pursuant to paragraph
(c)(i) above within 14 days of such notice.






	9  	 	 RELEVANT CONTRACTS
	 
	9.1	 	Representations
	 
	 	 	Each Chargor represents and warrants to the Collateral Agent and each other Secured Party
that:






	 	(a)	 	each of its Security Contracts is its legally binding, valid, and enforceable
obligation;
	 
	 	(b)	 	it is not in default in any material respect 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.






	9.2	 	Preservation






	 	(a)	 	No Chargor may, without the prior consent of the Collateral Agent or unless
permitted by the Credit Agreement:






	 	(i)	 	amend or waive any term of, or terminate, any of its Secondary
Contracts; or






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	 	(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
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.






	9.3	 	Other undertaking
	 
	 	 	Each Chargor must:






	 	(a)	 	duly and promptly perform its obligations in all material respects 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 if requested by the Collateral Agent or any Receiver.






	9.4	 	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.






	9.5	 	Notices of assignment
	 
	 	 	Each Chargor must:






	 	(a)	 	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; 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 this Deed or the date of
any Deed of Accession by which it became party to this Deed or, if later, the date of
entry into that Primary Contract (as appropriate).





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	10.	 	PLANT AND MACHINERY
	 
	10.1	 	Maintenance
	 
	 	 	Each Chargor must keep its Plant and Machinery in good repair and in good working order and
condition (subject to reasonable wear and tear).
	 
	10.2	 	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.	 	INSURANCE POLICIES
	 
	11.1	 	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
only if and to the extent that the exercise of those rights in the manner proposed
would not result in a Default.






	 	(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.






	 	(c)	 	Section 110(2) of the Act shall not apply to this Deed.






	11.2	 	Notice
	 
	 	 	Each Chargor must:






	 	(a)	 	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 this Deed or the date of any Deed of
Accession by





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	 	 	 	which it became party to this Deed or, if later, the date of entry into that
Insurance (as appropriate).





12. WHEN SECURITY BECOMES ENFORCEABLE





	12.1	 	Powers and rights of the Collateral Agent
	 
	 	 	Notwithstanding anything contained in this Deed, the exercise by the Collateral Agent of the
power and rights conferred on it by virtue of the provisions of Chapter 3 of Part 10 of the
Act shall not be subject to any restriction on such exercise contained in section 96(1)(c)
of the Act.






	12.2	 	Timing
	 
	 	 	This Security will become immediately enforceable if an Event of Default is continuing.
	 
	12.3	 	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
Administrative Agent may 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 the Act) as varied or amended by this Deed will be immediately
exercisable at any time after this Security has become enforceable.
	 
	 	(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 sections
100 and 101 of the Act) or the right of a mortgagee to consolidate mortgages does not
apply to this Security. For the avoidance of doubt, the Collateral Agent reserves the
right to consolidate mortgage securities without restriction.
	 
	 	(d)	 	The notification requirement contained in section 103(2) of the Act shall not
apply to this Deed.
	 
	 	(e)	 	No Chargor shall take any action under section 94 of the Act in respect of the
Security Assets, this Deed or any monies, obligations and/or liabilities hereby
covenanted to be paid or discharged.
	 
	 	(f)	 	The power of leasing conferred upon a mortgagor in possession by section 112 of
the Act and the power of accepting the surrender of leases conferred upon a mortgagor
in possession by section 114 of the Act and any other powers of leasing, surrendering
or accepting surrenders of leases vested in any Chargor shall not be exercisable
without the prior consent in writing of the Collateral Agent nor shall any Chargor,
without the prior consent in writing of the Collateral Agent, confer on any person any
contractual licence to occupy or any other right or interest in any freehold or
leasehold or other immovable property hereby charged or grant any licence or consent to
assign, undertake or part with possession or occupation thereof.





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	 	(g)	 	In accordance with section 112(3)(c) of the Act, each Chargor hereby consents
to the Collateral Agent, while in possession, or any Receiver, leasing all or any part
of the Security Assets, including any part of the Security Assets consisting of land.






	13.2	 	No liability as mortgagee in possession






	 	(a)	 	Neither the Collateral Agent nor any Receiver will be liable, by reason of
entering into possession of a Security Asset:






	 	(i)	 	to account as mortgagee in possession or for any loss on
realisation; or
	 
	 	(ii)	 	for any default or omission for which a mortgagee in possession
might be liable.






	 	(b)	 	The restrictions on taking possession of mortgaged property contained in
section 97 of the Act shall not apply to this Deed.






	 	(c)	 	Section 99(1) of the Act shall not apply to this Deed and any obligations
imposed on mortgagees in possession or receivers by virtue of the application of
section 99(1) shall not apply to the Collateral Agent or any Receiver.






	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,
	 
	 	and all the protection to purchasers contained in sections 104, 105 and 106(1) of the Act
shall apply to any person purchasing from or dealing with a Receiver or the Collateral
Agent.






	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.	 	RECEIVER






	14.1	 	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 any restriction under section 108(1) of the
Act) does not apply to this Deed.






	14.2	 	Removal
	 
	 	 	The Collateral Agent may by writing under its hand 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.






	14.3	 	Remuneration
	 
	 	 	The Collateral Agent may fix the remuneration of any Receiver appointed by it and any
maximum rate imposed by any law will not apply. Section 108(7) of the Act shall not apply
to the commission and/or remuneration of a Receiver appointed pursuant to this Deed.






	14.4	 	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.





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	14.5	 	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.





15. POWERS OF RECEIVER





	15.1	 	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 all the rights,
powers and discretions conferred on a receiver (or a receiver and manager) under the
Act (as amended and varied hereby) and in Schedule 6 (Powers of a Receiver).






	 	(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
powers conferred on a Receiver under this Deed individually and to the exclusion of any
other Receiver.






	15.2	 	Possession
	 
	 	 	A Receiver may take immediate possession of, get in and collect any Security Asset.
	 
	15.3	 	Carry on business
	 
	 	 	A Receiver may carry on any business of any Chargor in any manner he thinks fit.
	 
	15.4	 	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.






	15.5	 	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.






	15.6	 	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.





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	 	(c)	 	Fixtures may be severed and sold separately from the property containing them
without the consent of the relevant Chargor.






	15.7	 	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).






	15.8	 	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.






	15.9	 	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.






	15.10	 	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.






	15.11	 	Subsidiaries






	 	 	A Receiver may form a Subsidiary of any Chargor and transfer to that Subsidiary any Security
Asset.






	15.12	 	Delegation
	 
	 	 	A Receiver may delegate his powers in accordance with this Deed.
	 
	15.13	 	Lending
	 
	 	 	A Receiver may lend money or advance credit to any customer of any Chargor.
	 
	15.14	 	Protection of assets






	 	 	A Receiver may:






	 	(a)	 	effect any repair or insurance (and section 110(2) of the Act shall not apply
to this Deed) 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,






	 	 	in each case as he thinks fit.





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	15.15	 	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.





16. 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 but subject always to the terms of the Intercreditor Agreement.






	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party.






	 	(c)	 	The provisions of this Clause 16 shall take effect as and by way of variation
to the provisions of sections 106(3), 107 and 109 of the Act, which provisions as so
varied and extended shall be deemed incorporated in this Deed and as regards section
109 as if they related to a receiver of the Security Assets and not merely a receiver
of the income thereof.






	17.	 	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 2.06,2.12, 2.15, 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 22.2 (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, this
Security or any judgment given in connection with them, is or at any time may be
subject.






	18.	 	DELEGATION






	18.1	 	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.





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	18.2	 	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.






	18.3	 	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.






	19.	 	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
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 Ireland.






	 	 	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.






	20.	 	POWER OF ATTORNEY






	 	 	Following the occurrence of an Event of Default which is continuing or if a Chargor fails to
comply with an obligation under this Deed, 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.





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	21.	 	PRESERVATION OF SECURITY






	21.1	 	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.






	21.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of any Chargor 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, examinership 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)	 	The Collateral Agent and each other Secured Party may concede or compromise any
claim that any payment, security or other disposition is liable to avoidance or
restoration.






	21.3	 	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.






	21.4	 	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, examinership,
winding-up or liquidation proceedings relative to any other Loan Party or any other person
before claiming from that Chargor under this Deed.





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	21.5	 	Appropriations






	 	 	Until all amounts which may be or become payable by the Loan Parties under the Loan
Documents have been irrevocably paid in full, the Collateral Agent and each other 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 the Collateral Agent or that Secured Party (or any trustee or agent on its
behalf) against those amounts;
	 
	 	(b)	 	apply and enforce them in such manner and order as it sees fit (whether against
those amounts or otherwise; and/or
	 
	 	(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.






	21.6	 	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 the Collateral Agent or any other 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.






	21.7	 	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 the Collateral Agent or any other Secured Party.




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	 	(b)	 	No prior security held by the Collateral Agent or any other Secured Party (in
its capacity as such or otherwise) over any Security Asset will merge into this
Security.






	21.8	 	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.






	21.9	 	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.






	22.	 	MISCELLANEOUS






	22.1	 	Covenant to pay






	 	 	Each Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the Loan
Documents.






	22.2	 	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 at the Default Rate.






	22.3	 	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 Obligation.






	22.4	 	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 Obligation is due and payable,




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	 	 	 	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.






	22.5	 	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.






	22.6	 	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 a Chargor under this Deed
constitute a “security financial collateral arrangement” (in each case for the purpose
of and as defined in the European Communities (Financial Collateral Arrangements)
Regulations 2004 (the “Regulations”) 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
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. In each case, the parties agree that the method of valuation
provided for in this Deed shall constitute a commercially reasonable method of
valuation for the purposes of the Regulations.






	23.	 	LOAN PARTIES






	 	(a)	 	All communications under this Deed to or from a Secured Party must be sent
through the Collateral Agent.






	 	(b)	 	Each Chargor that is a Party to this Deed irrevocably appoints the Original
Chargor 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)	 	The Original Chargor hereby accepts the appointment under Clause 23(b).






	 	(d)	 	Any communication given to the Original Chargor in connection with this Deed
will be deemed to have been given also to the other Loan Parties that are party to this
Deed.




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	(e)	 	The Collateral Agent may assume that any communication made by the Original
Chargor is made with the consent of each Loan Party that is party to this Deed.






	24.	 	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 Original Chargor, take whatever action is
reasonably necessary to release the relevant Security Assets (whether in whole or in part)
from this Security, provided that to the extent that any Security Interests granted by the
Chargor over the Revolving Credit Priority Collateral are released under this Clause, the
Chargor shall take whatever action is required under the Term Loan Security Agreement,
including serving any notice thereunder. If the Collateral Agent is authorised to release
in whole or in part any Security Asset pursuant to the terms of the Credit Agreement, the
Collateral Agent is authorised to release such Security Asset under this Deed.






	25.	 	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.






	26.	 	NOTICES






	26.1	 	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.






	26.2	 	Addresses






	 	 	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 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.






	26.3	 	Delivery






	 	 	Any communication or document made or delivered by one person to another under or in
connection with this Deed will only be effective:






	 	(a)	 	if by way of fax, when received in legible form; or






	 	(b)	 	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.






	 	 	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 Agent’s communication details (or any substitute department
or officer as the Collateral Agent shall specify for this purpose).





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	26.4	 	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 26.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.






	26.5	 	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.






	27.	 	THE COLLATERAL AGENT AS TRUSTEE






	 	(a)	 	This Deed is a Security Document (as defined in the Security Trust Deed). The
Collateral Agent is party to this Deed in its capacity as collateral agent and trustee
for and on behalf of itself and the Secured Parties pursuant to the terms and
conditions of the Credit Agreement and the Security Trust Deed. As between the
Collateral Agent and the other Secured Parties the terms and conditions of the Security
Trust Deed which apply to the Collateral Agent under that agreement also apply to it as
Collateral Agent under this Deed.
	 
	 	(b)	 	On the terms set out in the Credit Agreement and the Security Trust Deed, the
Collateral Agent declares itself trustee of the security and other rights (including
but not limited to the benefit of the covenants contained herein), titles and interests
constituted by this Deed and of all monies, property and assets paid to the Collateral
Agent or to its order or held by the Collateral Agent or its nominee or received or
recovered by the Collateral Agent or its nominee pursuant to or in connection with this
Deed with effect from the date hereof to hold the same on trust for itself and each of
the Secured Parties absolutely in accordance with their entitlements under the Loan
Documents (save as may otherwise be agreed between the Collateral Agent and the other
Secured Parties from time to time).
	 
	 	(c)	 	All moneys received by the Collateral Agent shall be held by it upon trust for
itself and the Secured Parties according to their respective interests to apply the
same in accordance with Clause 16.
	 
	 	(d)	 	The rights, powers and discretions conferred on the Collateral Agent by this
Deed shall be supplemental to the Trustee Acts of Ireland and in addition to any which
may be vested in the Collateral Agent by the Loan Documents, general law or otherwise.
	 
	 	(e)	 	Each of the Parties agrees that the Collateral Agent shall have only those
duties, obligations and responsibilities expressly specified in this Deed or any other
Loan Document (and no others shall be implied).
	 
	 	(f)	 	Where there are any inconsistencies between the Trustee Acts of Ireland and the
provisions of this Deed, the provisions of this Deed shall, to the extent allowed by
law, prevail.





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	 	(g)	 	Any resignation or replacement of the Collateral Agent or any appointment of a
successor to the Collateral Agent shall take effect in accordance with the provisions
of the Credit Agreement and the Security Trust Deed save that no resignation of the
Collateral Agent as trustee hereunder shall take effect unless at least one other
trustee has been appointed.
	 
	 	(h)	 	Upon the occurrence of the Revolving Credit Release Date, the trusts set out in
this Deed shall be wound up. At that time the Collateral Agent shall, at the request
of and at the sole cost of the Original Chargor, release, without recourse or warranty,
all of the Security then held by it and the Collateral Agent shall be released from its
obligations under this Deed (save for those which arose prior to such winding-up).






	28.	 	GOVERNING LAW






	 	 	This Deed and any non-contractual obligations arising out of or in connection with this Deed
are governed by the laws of Ireland.






	29.	 	ENFORCEMENT






	29.1	 	Jurisdiction






	 	(a)	 	The Irish courts have exclusive jurisdiction to settle any dispute in
connection with this Deed.
	 
	 	(b)	 	The Irish courts are the most appropriate and convenient courts to settle any
such dispute in connection with this Agreement. Each Chargor agrees not to argue to the
contrary and waives objection to those courts 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.






	29.2	 	Waiver of immunity






	 	(a)	 	Each Chargor irrevocably and unconditionally:






	 	(i)	 	agrees not to claim any immunity from proceedings brought by
the Collateral Agent or any other Secured Party against it in relation to this
Deed and to ensure that no such claim is made on its behalf;
	 
	 	(ii)	 	consents generally to the giving of any relief or the issue of
any process in connection with those proceedings; and
	 
	 	(iii)	 	waives all rights of immunity in respect of it or its assets.






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	30.	 	INTERPRETATION
	 
	30.1	 	Definitions
	 
	 	 	In this Deed (including its Recitals):
	 
	 	 	Account Bank means a bank with whom a Security Account is maintained.
	 
	 	 	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 outstanding consideration payable to such Chargor and, as applicable,
other members of the Group at any time is in excess of €250,000.
	 
	 	 	Act means the Land and Conveyancing Law Reform Act 2009.
	 
	 	 	Additional Chargor means a member of the Group which becomes a Chargor by executing a Deed
of Accession.
	 
	 	 	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.
	 
	 	 	Charged Shares means all shares in any member of the Group incorporated in Ireland from time
to time issued to a Chargor or held by any nominee on its behalf.
	 
	 	 	Charged Company means each member of the Group from time to time whose shares are subject to
the Security under this Deed.
	 
	 	 	Chargor means the Original Chargor or any Additional Chargor.
	 
	 	 	Credit Agreement means the revolving credit agreement dated on or about the date of this
Deed (as amended, restated or otherwise modified from time to time) between, amongst others,
Novelis Inc., as Parent Borrower, Novelis Corporation, as U.S. Borrower, the other U.S.
Subsidiaries of Parent Borrower party thereto as U.S. Borrowers, Novelis UK Ltd, as U.K.
Borrower, Novelis AG, as Swiss Borrower, AV METALS INC. and the Other Guarantors party
thereto, the Lenders party thereto and Bank of America, N.A. as Administrative Agent and
Collateral Agent.
	 
	 	 	Deed of Accession means a deed substantially in the form of Schedule 5 (Form of Deed of
Accession).
	 
	 	 	Delegate means any delegate, attorney or co-Collateral Agent appointed by the Collateral
Agent or any Receiver.
	 
	 	 	Examiner means an examiner appointed under Section 2 of the Companies (Amendment) Act, 1990.
	 
	 	 	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 Chargor and its Affiliates from time to time.
	 
	 	 	Intercompany Document means, in relation to any Chargor, any note or loan agreement with any
other member of the Group under which the aggregate outstanding amount payable to such
Chargor is in excess of €250,000.





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	 	 	Intercreditor Agreement means the intercreditor agreement dated on or about the date of this
Deed and entered into between, amongst others, Novelis Inc., and the Collateral Agent.






	 	 	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 the Secured Premises and all other 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 1 of Schedule 1
(Security Assets).






	 	 	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 any time is in excess of €250,000; or
	 
	 	(h)	 	any bill of exchange or other negotiable instrument held by it for an amount in
excess of €250,000.






	 	 	Real Property means all that property referred to in Clauses 1.1 (Mortgage and Fixed Charge
over Secured Premises) and 1.2 (Fixed charge over Real Property (other than the Secured
Premises)) inclusive.






	 	 	Receiver means a receiver and manager or a receiver, in each case, appointed under this Deed
and that term will include any appointee under a joint and/or several appointment.





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	 	 	Related Company means a company which is related within the meaning of Section 4(5) of the
Companies (Amendment) Act, 1990.






	 	 	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 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 Collateral Agent and the other Secured Parties.






	 	 	Revolving Credit Release Date has the meaning given to Discharge of Revolving Credit Secured
Obligations in the Intercreditor Agreement.






	 	 	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;
	 
	 	(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.






	 	 	Secured Premises means the land described in Part 1 of Schedule 1 to this Deed or in Part 1
of the Schedule to any Deed of Accession by which it became party to this Deed and includes
all or any portion of the Secured Premises and also includes a reference to any present or
future estate, right, title and interest of a Chargor in the lands described in Part 1 of
Schedule 1 to this Deed or in Part 1 of the Schedule to any Deed of Accession by which it
became party to this Deed and to any buildings now erected or in the course of erection or
thereafter to be erected thereon and all alterations and/or additions thereto and to all
fixtures (including trade fixtures) from time to time on the Secured Premises and all fixed
plant and machinery of that Chargor both present and future therein or thereon and every
part thereof and includes all easements, rights and privileges, rights to production of
documents and intoxicating liquor licences attaching thereto.






	 	 	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;
	 
	 	(b)	 	any other account which it purports to charge under this Deed; and





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	 	(c)	 	in each case, any replacement account or subdivision or sub-account of any such
account.






	 	 	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
Revolving Credit Release 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 Administrative Agent and
the Original Chargor.






	 	 	Term Loan Collateral Agent has the meaning given to that term in the Intercreditor
Agreement.






	 	 	Term Loan Release Date has the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.






	 	 	Term Loan Priority Collateral has the meaning given to that term in the Intercreditor
Agreement.






	 	 	Term Loan Documents has the meaning given to that term in the Intercreditor Agreement.






	 	 	Term Loan Security Agreement means the guarantee and security agreement dated on or about
the date of this Deed between the Original Chargor and the Term Loan Collateral Agent.






	 	 	Territory means Ireland.
	 
	30.2	 	Construction






	 	(a)	 	In this Deed (including the Recitals):






	 	(i)	 	capitalised terms defined in the Credit Agreement or the
Intercreditor Agreement have, unless expressly defined in this Deed, the same
meaning in this Deed;
	 
	 	(ii)	 	an “agreement” includes any legally binding arrangement,
agreement, contract, deed or instrument (in each case whether oral or written);
	 
	 	(iii)	 	an “amendment” includes any amendment, supplement, variation,
waiver, novation, modification, replacement or restatement (however
fundamental) and “amend” and “amended” shall be construed accordingly;
	 
	 	(iv)	 	“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;





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	 	(v)	 	a “consent” includes an authorisation, permit, approval,
consent, exemption, licence, order, filing, registration, recording,
notarisation, permission or waiver;
	 
	 	(vi)	 	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 Collateral Agent or Administrative Agent (as appropriate);
	 
	 	(vii)	 	a “disposal” includes any sale, transfer, grant, lease,
licence or other disposal, whether voluntary or involuntary and “dispose” will
be construed accordingly;
	 
	 	(viii)	 	"including” means including without limitation and “includes” and “included”
shall be construed accordingly;
	 
	 	(ix)	 	"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;
	 
	 	(x)	 	"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;
	 
	 	(xi)	 	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
	 
	 	(xii)	 	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.






	 	(b)	 	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 or the Administrative Agent, any person for the time being
appointed as Collateral Agent or Administrative 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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified 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;





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	 	(v)	 	the index to and the headings in this Deed are for convenience
only and are to be ignored in construing this Deed; and
	 
	 	(vi)	 	words imparting the singular include the plural and vice versa.






	 	(c)	 	The term 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.
	 
	 	(d)	 	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.
	 
	 	(e)	 	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 examinership 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.
	 
	 	(f)	 	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.






	 	(g)	 	Section 75 of the Act shall not apply to this Deed.






	30.3	 	Conflict with provisions of this Deed






	 	 	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 DEED 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
DEED, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL. EXCEPT AS
PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CREDIT
AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES BY
COLLATERAL AGENT.






	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN
CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE
RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.





This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.




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SCHEDULE 1



SECURITY ASSETS



PART 1



SECURED PREMISES



Part A



Unregistered Land



None as at the date hereof



Part B



Registered Land



None as at the date hereof



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PART 2



CHARGED SHARES



	 	 	 	 	 	 	 	Name of nominee (if	 	 	 	 	 	 
	 	 	 	 	Name of Charged	 	 	any) by whom shares	 	 	 	 	 	Number of shares
	Chargor	 	 	Company	 	 	are held	 	 	Class of shares held	 	 	held




None specified as at the date hereof.





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PART 3



SPECIFIC PLANT AND MACHINERY



	Chargor	 	Description




None as at the date hereof






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PART 4



SECURITY CONTRACTS


A. Primary Contracts



None as at the date hereof



B. Secondary Contracts



None as at the date hereof








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PART 5



SPECIFIC INTELLECTUAL PROPERTY



	 	 	 
	Chargor	 	Description





None as at the date hereof








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PART 6



SECURITY ACCOUNTS



	 	 	 
	Bank	Account number	Sort code




None specified as at the date hereof.








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SCHEDULE 2



FORMS OF LETTER FOR SECURITY ACCOUNTS



PART 1



NOTICE TO ACCOUNT BANK




	 	 	To: [Account Bank]
	 
	 	 	Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent
	 
	 	 	[Date]
	 
	 	 	Dear Sirs,
	 
	 	 	Security agreement dated [     ] between [     ] and Bank of America, N.A. as Term Loan Collateral Agent
(the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and Bank of
America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement)
	 
	 	 	This letter constitutes notice to you:






	1.	 	FIRST that under the Revolving Credit Security Agreement [Chargor] (the Chargor) has charged
(by way of a fixed charge) in favour of Bank of America, N.A as agent and trustee for the
Secured Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
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 in
Ireland (the Security Accounts) (other than as regards any account constituting a Net Cash
Proceeds Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security
Agreement) details of which are set out below or, in relation to any account designated or
opened as a Net Cash Proceeds Account after the date of this letter, as notified to you
immediately following such designation or opening)) and the debts represented by the Security
Accounts; and






	2.	 	SECOND or, as regards a Net Cash Proceeds Account, FIRST, that under the Term Loan Security
Agreement the Chargor has charged (by way of a fixed charge) in favour of Bank of America,
N.A as agent and trustee for the Secured Parties referred to in the Term Loan Security
Agreement (the Term Loan Collateral Agent) as first priority chargee all of its rights in
respect of any Security Account and the debts represented by the Security Accounts.






	 	 	[The Net Cash Proceeds Account[(s)] at the date of this letter [is]/[are]: [insert details]]






	 	 	Prior to notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:






	 	(a)	 	disclose to the Revolving Credit Collateral Agent and the Term Loan Collateral
Agent any information relating to any Security Account requested from you by the
Revolving Credit Collateral Agent or the Term Loan Collateral Agent;





	 	 	 	 	 	 	 

	 

	 	
	 	(b)
	(i) 	comply with the terms of any written notice or instruction relating to any
Security Account (other than any Net Cash Proceeds Account) received by you from the
Revolving Credit Collateral Agent; and






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	 	 	 	(ii)
	 	comply with the terms of any written notice or instruction relating to any Net
Cash Proceeds Account received by you from the Term Loan Collateral Agent;
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	(i)
	 	hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent;
and
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	hold all sums standing to the credit of any Net Cash Proceeds Account to the
order of the Term Loan Collateral Agent;
	 
	 	 	 	 	 	 
	 

	 	(d)
	 	(i)
	 	pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent issued from time to time; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	pay or release any sum standing to the credit of any Net Cash
Proceeds Account in accordance with the written instructions of the Term Loan
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
the relevant Security Account of the Chargor with you.




Following notice from the Revolving Credit Collateral Agent advising you that the Revolving Credit
Release Date (as defined in the Revolving Credit Security Agreement) has occurred, we irrevocably
instruct and authorise you to:





	 	(a)	 	disclose to the Term Loan Collateral Agent any information relating to any
Security Account requested from you by the Term Loan Collateral Agent;
	 
	 	(b)	 	comply with the terms of any written notice or instruction relating to any
Security Account received by you from the Term Loan Collateral Agent;
	 
	 	(c)	 	hold all sums standing to the credit of any Security Account to the order of
the Term Loan Collateral Agent;
	 
	 	(d)	 	pay or release any sum standing to the credit of any Security Account in
accordance with the written instructions of the Term Loan 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 other than any Net Cash
Proceeds Account without the prior written consent of the Revolving Credit Collateral Agent (or, in
relation to any Net Cash Proceeds Account , the Term Loan Collateral Agent) or, following notice
from the Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as
defined in the Revolving Credit Security Agreement) has occurred, the Term Loan 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 Revolving Credit Collateral Agent and the Term Loan Collateral Agent or, following notice from
the





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Revolving Credit Collateral Agent advising you that the Revolving Credit Release Date (as defined
in the Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent.



The Revolving Credit Collateral Agent shall promptly provide notice to you and the Term Loan
Collateral Agent when the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred.



This letter is governed by Irish law.



Please send to the Revolving Credit Collateral Agent at [•] and the Term Loan 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]








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PART 2



ACKNOWLEDGEMENT OF ACCOUNT BANK


To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Novelis Europe Holdings Limited]



[Date]



Dear Sirs,




Security
agreement dated [     ] between [     ] and Bank of America, N.A. as Term Loan Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and Bank of
America, N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST a
charge upon the terms of the Revolving Credit 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 in
Ireland (the Security Accounts) (other than as regards any account constituting a Net Cash Proceeds
Account (as defined in the Intercreditor Agreement (defined in the Term Loan Security Agreement))
and (2) SECOND or, as regards a Net Cash Proceeds Account, FIRST a charge upon the terms of the
Term Loan Security Agreement over all the rights of the Chargor to any amount standing to the
credit of any of 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 the Revolving Credit Collateral Agent or the Term Loan Collateral Agent or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent;
	 
	 	(e)	 	will comply with the terms of any written notice or instruction relating to any
Security Account (other than any Net Cash Proceeds Account) received by us from the
Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account,
the Term Loan Collateral Agent) or, following notice to us from the Revolving Credit
Collateral Agent advising us that the Revolving Credit Release Date (as defined in the
Revolving Credit Security Agreement) has occurred, the Term Loan Collateral Agent;
	 
	 	(f)	 	will hold all sums standing to the credit of any Security Account (other than
any Net Cash Proceeds Account) to the order of the Revolving Credit Collateral Agent
(or, in





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	 	 	 	relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that
the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent unless otherwise required by
law;
	 
	 	(g)	 	will pay or release any sum standing to the credit of any Security Account
(other than any Net Cash Proceeds Account) in accordance with the written instructions
of the Revolving Credit Collateral Agent (or, in relation to any Net Cash Proceeds
Account, in accordance with the written instructions of the Term Loan Collateral Agent)
or, following notice to us from the Revolving Credit Collateral Agent advising us that
the Revolving Credit Release Date (as defined in the Revolving Credit Security
Agreement) has occurred, the Term Loan Collateral Agent issued from time to time unless
otherwise required by law;
	 
	 	(h)	 	will not permit any amount to be withdrawn from any Security Account (other
than any Net Cash Proceeds Account) without the prior written consent the Revolving
Credit Collateral Agent (or, in relation to any Net Cash Proceeds Account, as
instructed by the Term Loan Collateral Agent) or, following notice to us from the
Revolving Credit Collateral Agent advising us that the Revolving Credit Release Date
(as defined in the Revolving Credit Security Agreement) has occurred, the Term Loan
Collateral Agent 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 (other than any Net Cash Proceeds Account) of the Chargor with us unless
otherwise required by law or instructed by the Revolving Credit Collateral Agent (or,
in relation to any Net Cash Proceeds Account, the Term Loan Collateral Agent) or,
following notice to us from the Revolving Credit Collateral Agent advising us that the
Revolving Credit Release Date (as defined in the Revolving Credit Security Agreement)
has occurred, the Term Loan Collateral Agent,




in each case, in accordance with the terms of, and the instructions provided under, the
Notice.



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 Irish law.



Yours faithfully,




	 	 	 	 	 
	 	
 	 
	 	(Authorised signatory) [Account Bank] 	 






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PART 3



LETTER FOR OPERATION OF SECURITY ACCOUNTS ‘


To: [Account Bank]



[DATE]



Dear Sirs,




Security
agreement dated [     ] between [     ] Bank of America, N.A. as Term Loan Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and Bank of America,
N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement)



We refer to:





	1.	 	the Term Loan Security Agreement and the Revolving Credit Security Agreement;






	2.	 	the notice (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.




The Revolving Credit Collateral Agent may or, following notice from the Revolving Credit Collateral
Agent advising you that the Revolving Credit Release Date (as defined in the Revolving Credit
Security Agreement) has occurred, the Term Loan Collateral Agent 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 Irish law.



Please acknowledge receipt of this letter by signing and returning to us the enclosed copy of this
letter.






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	 	Yours faithfully,

 	 
	 	
 	 
	 	(Authorised signatory) for and on behalf of Bank of America, N.A. as Term Loan Collateral Agent 	 
	 	 	 
	 
	 	Yours faithfully,

 	 
	 	
 	 
	 	(Authorised signatory) for and on behalf of Bank of America, N.A. as Revolving Credit Collateral 	 
	 	Agent 	 
	 
	 	Receipt acknowledged

 	 
	 	
 	 
	 	(Authorised signatory) [Account Bank] 	 
	 	 	 
	 


[Date]







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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: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent



[Date]



Dear Sirs,




Security agreement dated [     ] between [     ] Bank of America, N.A. as Term Loan Collateral Agent (the
Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and Bank of America,
N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement)



This letter constitutes notice to you:





	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America, N.A. as agent and trustee for the Term Loan Secured Parties
referred to in the Term Loan Security Agreement (the Term Loan 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; and
	 
	2.	 	SECOND, subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A. as agent and trustee for the Secured
Parties referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all amounts payable to it under or in connection
with any 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 (as defined in the Term Loan Security Agreement) or a Loan Party (as defined in the Revolving
Credit Security Agreement) to a third party.



We confirm that:





	(i)	 	the Chargor will remain liable under [the] [each] Insurance to perform all the obligations
assumed by it under [the] [that] Insurance;






	(ii)	 	none of the Term Loan 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; and





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	(iii)	 	none of the Revolving Credit 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 Term Loan Collateral Agent or, following notice from the Term
Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent to the contrary. In this
event, unless the Term Loan Collateral Agent or, following notice from the Term Loan Collateral
Agent advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent otherwise agrees in writing:





	 	(a)	 	all amounts payable to the Chargor under [the] [each] Insurance must be paid to
the Term Loan Collateral Agent or, following notice from the Term Loan Collateral Agent
advising you that the Term Loan Release Date (as defined in the Term Loan Security
Agreement) has occurred, the Revolving Credit 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 Term Loan Collateral Agent or as it directs or,
following notice from the Term Loan Collateral Agent advising you that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Revolving Credit 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 Term Loan Collateral Agent or, following
notice from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined
in the Term Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please note on the relevant contracts:





	(i)	 	FIRST the Term Loan Collateral Agent’s interest as loss payee and the Term Loan Collateral
Agent’s interest as first priority assignee of those amounts and rights; and






	(ii)	 	SECOND the Revolving Credit Collateral Agent’s interest as loss payee and the Revolving
Credit Collateral Agent’s interest as first priority assignee of those amounts and rights,




and send to the Term Loan Collateral Agent at [•] and Revolving Credit 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.



The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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 Irish law.







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	 	Yours faithfully,

 	 
	 	
 	 
	 	 	 
	 	For [Chargor] 	 
	 	 	 



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PART 2



FORM OF LETTER OF UNDERTAKING


To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,




Security
agreement dated [     ] between [     ] Bank of America, N.A. as Term Loan Collateral Agent (the Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and Bank of America,
N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement)



We confirm receipt from [•] on behalf of [Chargor] (the Chargor) of a notice (the Notice) dated [•]
of (1) FIRST an assignment by the Chargor upon the terms of the Term Loan 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 and (2) SECOND subject to notice from the Term Loan
Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan Security
Agreement) has occurred, an assignment by the Chargor upon the terms of the Revolving Credit
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 FIRST the interest of the Term Loan Collateral
Agent as loss payee and as first priority assignee of those amounts and rights and SECOND the
Revolving Credit Collateral Agent’s interest as loss payee and as first priority assignee of
those amounts and rights;
	 
	4.	 	undertake to disclose to the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to those contracts which the Term Loan Collateral Agent and the Revolving
Credit Collateral Agent or, following notice from the Term Loan Collateral Agent advising us
that the Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred,
the Revolving Credit Collateral Agent may at any time request;





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	5.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of any of those contracts and to allow
the Term Loan Collateral Agent or any of the other Term Loan Secured Parties (as defined in
the Term Loan Security Agreement) or, following notice from the Term Loan Collateral Agent
advising us that the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent or any other Secured Party (as defined in
the Revolving Credit 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 the prior written consent of the Term Loan Collateral Agent and the
Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral Agent
advising us that the Term Loan Release Date (as defined in the S Term Loan Security Agreement)
has occurred, the Revolving Credit Collateral Agent.




This letter is governed by Irish law.




	 	 	 	 	 
	 	Yours faithfully,

 	 
	 	
 	 
	 	for [Insurer] 	 



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SCHEDULE 4



FORMS OF LETTER FOR PRIMARY CONTRACTS



PART 1



NOTICE TO COUNTERPARTY




	 	 	To: [Counterparty]
	 
	 	 	Copy: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving
Credit Collateral Agent
	 
	 	 	[Date]
	 
	 	 	Dear Sirs,
	 
	 	 	Security agreement dated [     ] between [     ] Bank of America, N.A. as Term Loan Collateral Agent (the
Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and Bank of America,
N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement)
	 
	 	 	This letter constitutes notice to you:






	1.	 	FIRST that under the Term Loan Security Agreement, [Chargor] (the Chargor) has assigned in
favour of Bank of America N.A. as agent and trustee for the Secured Parties referred to in the
Term Loan Security Agreement (the Term Loan Collateral Agent) as first priority assignee all
of its rights in respect of [insert details of Primary Contract(s)] (the Primary Contract[s]);
and






	2.	 	SECOND subject to notice to you from the Term Loan Collateral Agent advising you that the
Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Chargor has assigned in favour of Bank of America, N.A as agent and trustee for the [Secured
Parties] referred to in the Revolving Credit Security Agreement (the Revolving Credit
Collateral Agent) as first priority assignee all of its rights in respect of 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;
	 
	 	(b)	 	none of the Term Loan 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; and
	 
	 	(c)	 	none of the Revolving Credit 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 Term Loan Collateral Agent or, following
notice from the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined
in the Term Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent to the
contrary. In this event, all of its rights will be exercisable by, and notices must be given to,
the Term Loan Collateral Agent or as it directs or, following notice from the Term Loan Collateral Agent advising you that
the





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Term Loan Release Date (as defined in the Term Loan Security Agreement) has occurred, the
Revolving Credit 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 Primary Contract[s] without the prior consent of the Term Loan Collateral Agent and
the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral Agent
advising you that the Term Loan Release Date (as defined in the Term Loan Security Agreement) has
occurred, the Revolving Credit Collateral Agent.



The instructions in this letter may not be revoked or amended without the prior written consent of
the Term Loan Collateral Agent and the Revolving Credit Collateral Agent or, following notice from
the Term Loan Collateral Agent advising you that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.



Please send to the Term Loan Collateral Agent at [•] and the Revolving Credit 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.



The Term Loan Collateral Agent shall promptly provide notice to you and the Revolving Credit
Collateral Agent when the Term Loan Release Date (as defined in the Term Loan Security Agreement)
has occurred.



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 Irish law,




	 	 	 	 	 
	 	Yours faithfully,

 	 
	 	
 	 
	 	(Authorised signatory) 	 


For [Chargor]




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PART 2



ACKNOWLEDGEMENT OF COUNTERPARTY


To: Bank of America N.A. as Term Loan Collateral Agent and Bank of America N.A. as Revolving Credit
Collateral Agent



Copy: [Chargor]



[Date]



Dear Sirs,




Security agreement dated [     ] between [     ] Bank of America, N.A. as Term Loan Collateral Agent (the
Term Loan Security Agreement) and the security agreement dated [     ] between [     ] and Bank of America,
N.A. as Revolving Credit Collateral Agent (the Revolving Credit Security Agreement)



We confirm receipt from [Chargor] (the Chargor) of a notice (the Notice) dated [•] of (1) FIRST an
assignment on the terms of the Term Loan Security Agreement of all of the Chargor’s rights in
respect of [insert details of the Primary Contract(s)] (the Primary Contract[s]) and (2) SECOND
subject to notice from the Term Loan Collateral Agent advising us that the Term Loan Release Date
(as defined in the Term Loan Security Agreement) has occurred, an assignment on the terms of the
Revolving Credit Security Agreement of all of the Chargor’s rights in respect of 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 the Term Loan Collateral Agent and the Revolving Credit Collateral
Agent or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent without any reference to or further authority from the Chargor any
information relating to [the][those] Primary Contract[s] which the Term Loan Collateral Agent
or the Revolving Credit Collateral Agent or, following notice from the Term Loan Collateral
Agent advising us that the Term Loan Release Date (as defined in the Term Loan Security
Agreement) has occurred, the Revolving Credit Collateral Agent may at any time request;






	4.	 	undertake to notify the Term Loan Collateral Agent and the Revolving Credit Collateral Agent
or, following notice from the Term Loan Collateral Agent advising us that the Term Loan
Release Date (as defined in the Term Loan Security Agreement) has occurred, the Revolving
Credit Collateral Agent of any breach by the Chargor of [the] [any of those] Primary
Contract[s] and to allow Term Loan Collateral Agent or any of the other Term Loan Secured
Parties (as defined in the Term Loan Security Agreement) or, following notice from the Term
Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent or any of the other
Secured Parties (as defined in the Revolving Credit 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 the prior written consent of the Term Loan
Collateral Agent and the Revolving Credit Collateral Agent or, following notice from the Term





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	 	 	Loan Collateral Agent advising us that the Term Loan Release Date (as defined in the Term
Loan Security Agreement) has occurred, the Revolving Credit Collateral Agent.




This letter is governed by Irish law.




	 	 	 	 	 
	 	Yours faithfully,

 	 
	 	
 	 
	 	(Authorised signatory) 	 


[Counterparty]







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SCHEDULE 5



FORM OF DEED OF ACCESSION


THIS DEED is dated [



BETWEEN:





	(1)	 	[•] (registered number [•]) with its registered office at [•] (the Additional Chargor);






	(2)	 	NOVELIS ALUMINIUM HOLDING COMPANY in its capacity as Original Chargor under the Security
Agreement referred to below (the Original Chargor); and






	(3)	 	BANK OF AMERICA, N.A. 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 Original Chargor has 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 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 (including the
Recitals) unless given a different meaning in this Deed. This Deed is a Loan Document.






	2.	 	Accession






	 	 	With effect from the date of this Deed the Additional Chargor:






	 
	 	(a)	 	will become a party to the Security Agreement as a Chargor; and
	 
	 	(b)	 	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





	3.1	 	Without limiting the generality of the other provisions of this Deed and the Security
Agreement, and as continuing security for the payment, performance and discharge of the
Secured Obligations and as a legal mortgage of land, the Additional Chargor as beneficial





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		 	owner and also in the case of registered land as registered owner (or the person entitled to be
registered as owner) hereby CHARGES by deed the Specified Premises with the payment, performance and
discharge to the Collateral Agent as collateral agent and trustee for the Secured Parties of the
Secured Obligations, subject to such terms, conditions, covenants and obligations as are set out in
this Deed and hereby ASSENTS to the registration of this charge for present and future advances as a
burden on the Specified Premises.
	 
	 	 	The address in the State of the Collateral Agent for service of notices and its description is:





	 	 	 	 

	 	Address:
	 	c/o McCann FitzGerald
	 	 	 	Riverside One
	 	 	 	Sir John Rogerson’s Quay
	 	 	 	Dublin 2
	 	 	 	(Attn: EdeV)
	 	 	 	 
	 	Description:
	 	Financial Institution







	 	 	The charge created by this clause 3.1 is a first fixed charge.






	 	 	In this Deed, “Specified Premises” means the land described in Part 1 of the schedule to
this Deed and includes all or any portion of the Specified Premises and also includes a
reference to any present or future estate, right, title and interest of the Additional
Chargor in the lands described in Part 1 of the schedule to this Deed and to any buildings
now erected or in the course of erection or thereafter to be erected thereon and all
alterations and/or additions thereto and to all fixtures (including trade fixtures) from
time to time on the Specified Premises and all fixed plant and machinery of that Chargor
both present and future therein or thereon and every part thereof and includes all
easements, rights and privileges, rights to production of documents and intoxicating liquor
licences attaching thereto.






	3.2	 	Without limiting the generality of the other provisions of this Deed and the Security
Agreement, the Additional Chargor as beneficial owner, as continuing security for the payment,
performance and discharge of the Secured Obligations, hereby:-






	 	(a)	 	charges to the Collateral Agent as collateral agent and trustee for the Secured
Parties all its other estate, right, title or interests in any land or buildings now
belonging to the Additional Chargor (including, specifically, but not limited to, the
Specified Premises) (whether or not the legal estate is vested in the Additional
Chargor or registered in the name of the Additional Chargor ), and all future estate,
right, title or interests of the Additional Chargor in such lands, hereditaments and
premises and in any other freehold or leasehold property (whether or not registered)
vested in or held by or on behalf of such Chargor from time to time and/or the proceeds
of sale thereof together in all cases (to the extent the same are not otherwise subject
to a fixed charge hereunder) all fixtures (including trade fixtures) and all fixed
plant and machinery from time to time therein with the payment performance and
discharge of the Secured Obligations;
	 
	 	(b)	 	charges to the Collateral Agent as collateral agent and trustee for the Secured
Parties 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 to the Collateral Agent as collateral agent and trustee for the Secured
Parties by way of a first fixed charge all plant, machinery, computers, office
equipment or vehicles specified in Part 3 of the schedule to this Deed;





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	 	(d)	 	assigns to the Collateral Agent as collateral agent and trustee for the Secured
Parties 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;
[and]
	 
	 	(e)	 	charges to the Collateral Agent as collateral agent and trustee for the Secured
Parties by way of a first 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 to the Collateral Agent as collateral agent and trustee for the
Secured Parties by way of a first 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 Aluminium Holding Company for itself and as agent for each other
Chargor agrees to all matters provided for in this Deed.






	5.	 	Law






	 	 	This Deed and any non-contractual obligations arising out of or in connection with this Deed
are governed by Irish law.




This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed





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SCHEDULE



PART 1



SPECIFIED PREMISES



Part A



Unregistered Land



Part B



Registered Land



PART 2



SHARES



	Name of company in	 	Name of nominee (if	 	 	 	 
	which shares are	 	any) by whom shares	 	 	 	Number of shares
	held	 	are held	 	Class of 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




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PART 5



SPECIFIC INTELLECTUAL PROPERTY RIGHTS



[Description]



[PART 6



SECURITY ACCOUNTS


[Account number           Sort code]





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SIGNATORIES (TO DEED OF ACCESSION)




THE ADDITIONAL CHARGOR




	 	 	 	 	 	 	 

	The Common Seal of

	 	 	)	 	 	______________________ Director
	[        
             ]

	 	 	)	 	 	 
	was hereunto affixed

	 	 	)	 	 	 
	in the presence of

	 	 	)	 	 	______________________ Director/Secretary
	 
	 	 	 	 	 	 
	THE ORIGINAL CHARGOR
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Common Seal of

	 	 	)	 	 	______________________ Director
	NOVELIS ALUMINIUM HOLDING 

COMPANY

	 	 	)

)	 	 	 
	was hereunto affixed 


in the presence of

	 	 	)

)	 	 	______________________ Director
	 
	 	 	 	 	 	 
	THE COLLATERAL AGENT
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed by:

	 	 	 	 	 	______________________ Authorised Signatory
	for and on behalf of
	 	 	 	 	 	 
	BANK OF AMERICA, N.A.
	 	 	 	 	 	 
	as Collateral Agent 

for the Secured Parties
	 	 	 	 	 	 






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SCHEDULE 6



POWERS OF A RECEIVER




	(1)	 	enter upon, take possession of, collect and get in all or any of the Security Assets,
exercise in respect of any shares or securities all voting or other powers or rights available
to a registered holder thereof in such manner as he may think fit and bring, defend or
discontinue any proceedings (including, without limitation, proceedings for the winding up of
any Chargor) or submit to arbitration in the name of any Chargor or otherwise as may seem
expedient to him;






	(2)	 	carry on, manage, develop, reconstruct, amalgamate or diversify the business of any Chargor
or any part thereof or concur in so doing, lease or otherwise acquire and develop or improve
properties or other assets without being responsible for loss or damage;






	(3)	 	raise or borrow any money (including money for the completion with or without modification of
any building in the course of construction and any development or project in which any Chargor
was engaged) from or incur any other liability to the Collateral Agent or others on such terms
with or without security as he may think fit and so that any such security may be or include a
charge on the whole or any part of the Security Assets ranking in priority to the security
constituted by this Deed or otherwise;






	(4)	 	sell by public auction or private contract, let, surrender or accept surrenders, grant
licences or otherwise dispose of or deal with all or any of the Security Assets or concur in
so doing in such manner for such consideration and generally on such terms and conditions as
he may think fit (including, without limitation, conditions excluding or restricting the
personal liability of the Receiver or the Collateral Agent) with full power to convey, let,
surrender, accept surrenders or otherwise transfer or deal with such Security Assets in the
name and on behalf of any Chargor or otherwise and so that the covenants and contractual
obligations may be granted and assumed in the name of and so as to bind such Chargor if the
Receiver shall consider it necessary or expedient so to do; any such sale, lease or
disposition may be for cash, debentures or other obligations, shares, stock, securities or
other valuable consideration and be payable immediately or by instalments spread over such
period as he shall think fit and so that any consideration received or receivable shall ipso
facto forthwith be and become charged with the payment of all Secured Obligations; plant,
machinery and fixtures may be severed and sold separately from the premises containing them
and the Receiver may apportion any rent and the performance of any obligations affecting the
premises sold without the consent of any Chargor;






	(5)	 	promote, procure the formation or otherwise acquire the share capital of any body corporate
with a view to such body corporate purchasing, leasing, licensing or otherwise acquiring
interests in all or any of the Security Assets or otherwise, arrange for companies to trade or
cease to trade and to purchase, lease, licence or otherwise acquire all or any of the Security
Assets on such terms and conditions whether or not including payment by instalments secured or
unsecured as he may think fit;






	(6)	 	make any arrangement or compromise or enter into or cancel any contracts which he shall think
expedient;






	(7)	 	make and effect such repairs, renewals and improvements to the Security Assets or any part
thereof as he may think fit and maintain, renew, take out or increase insurances including,
without limitation, indemnity insurance;






	(8)	 	demolish all or any part of any buildings, structures or fixtures and fittings in and on any
Real Property;





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	(9)	 	appoint managers, agents, officers, and employees for any of such purposes or to guard or
protect the Security Assets at such salaries and commissions and for such periods and on such
terms as he may determine and dismiss the same;
	 
	(10)	 	make or require the directors of any Chargor to make calls, conditionally or unconditionally,
on the members of such Chargor in respect of uncalled capital and enforce payment of any call
so made by action (in the name of such Chargor or the Receiver as may be thought fit) or
otherwise;






	(11)	 	without any consent by or notice to any Chargor, exercise on behalf of any Chargor all the
powers and provisions conferred on a landlord or a tenant by any legislation from time to time
in force relating to rents or otherwise in respect of any part of the Security Assets but
without any obligation to exercise any of such powers and without any liability in respect of
powers so exercised or omitted to be exercised;






	(12)	 	without any consent or notice by or to any Chargor, exercise for and on behalf of any Chargor
and in the name of any Chargor all powers and rights of any Chargor relevant to and necessary
to effect the registration in the Land Registry of the crystallisation of the floating charge
created by this Security Agreement and/or the appointment of a Receiver hereunder;






	(13)	 	settle, arrange, compromise and submit to arbitration any accounts, claims, questions or
disputes whatsoever which may arise in connection with the business of any Chargor or the
Security Assets or any part thereof or in any way relating to the security constituted by this
Security Agreement, bring, take, defend, compromise, submit to and discontinue any actions,
suits, arbitrations or proceedings whatsoever whether civil or criminal in relation to the
matters aforesaid, enter into, complete, disclaim, abandon or disregard, determine or rectify
all or any of the outstanding contracts or arrangements of any Chargor in any way relating to
or affecting the Security Assets or any part thereof and allow time for payment of any debts
either with or without security as he shall think expedient;






	(14)	 	redeem any prior encumbrance and settle and agree the accounts of the encumbrancer; any
accounts so settled and agreed shall (subject to any manifest error) be conclusive and binding
on any Chargor and the money so paid shall be deemed an expense properly incurred by the
Receiver;






	(15)	 	generally, at the option of the Receiver, use the name of any Chargor in the exercise of all
or any of the powers hereby conferred;






	(16)	 	transfer all or any part of the Security Assets to any other company or body corporate,
whether or not formed or acquired for the purpose;






	(17)	 	sell any intellectual property hereby mortgaged or charged or assigned in consideration of a
royalty or other periodical payment;






	(18)	 	exercise, or permit any Chargor or any nominees of any Chargor to exercise, any powers or
rights incidental to the ownership of the Security Assets or any part thereof in such manner
as he may think fit;






	(19)	 	sign any document, execute any deed and do all such other acts and things as may be
considered by the Receiver to be incidental or conducive to any of the matters or powers
conferred on him by Security Agreement or to the realisation of the Collateral Agent’s
security and use the name of any Chargor for all the above purposes;






	(20)	 	take any and all steps or other action (including legal proceedings) for the purposes of
enforcing, protecting or preserving any contractual rights forming part of the Security
Assets;





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	(21)	 	conduct investigations, sampling, site studies and testing in respect of all or any part of
the Security Assets and take any and all remedial and removal action as he thinks fit or as
required by law;






	(22)	 	to the extent permitted by law, and without prejudice to any other right or power conferred
on him by this Deed, exercise all or any of the rights and powers conferred on statutory
receivers under Schedule 1 of the National Asset Management Agency Act 2009 (as if references
therein to NAMA were references to the Collateral Agent or the Receiver).








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SIGNATORIES (to Security Agreement)




THE ORIGINAL CHARGOR



Signed and Delivered as a Deed by

duly appointed attorney for and on behalf of

Novelis Aluminium Holding Company
in the presence of




	 	 	 	 	 

	Witness:

	 	________________________	 	 
	 
	 	 	 	 
	Name:

	 	________________________	 	 
	 
	 	 	 	 
	Address:

	 	________________________	 	 
	 
	 	 	 	 
	Occupation:

	 	________________________
	 	_______________________
	 

	 	 	 	Attorney






	 	 	 

	THE COLLATERAL AGENT
	 	 
	 
	 	 
	Signed by:
	 	 
	for and on behalf of
	 	 
	Bank of America, N.A.
	 	 
	as Collateral Agent for
	 	 
	the Secured Parties

	 	__________________________
	 

	 	Peter M. Walther
	 

	 	Senior Vice President






	 	 	 

	Witness:
	 	________________________
	 
	 	 
	Name:
	 	________________________
	 
	 	 
	Address:
	 	________________________
	 
	 	 
	Occupation:
	 	________________________






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Execution Copy




Dated 17 December 2010




Between




NOVELIS EUROPE HOLDINGS LIMITED

as Chargor




and




BANK OF AMERICA, N.A.

as Collateral Agent




SHARE CHARGE



NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS
LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS ACQUISITIONS LLC, NOVELIS NORTH AMERICA HOLDINGS INC.,
NOVELIS UK LTD, NOVELIS SERVICES LIMITED, NOVELIS AG, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848
CANADA INC., 4260856 CANADA INC., NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS MADEIRA UNIPESSOAL, LDA, NOVELIS
PAE, S.A.S., NOVELIS LUXEMBOURG S.A., AV METALS INC. (“HOLDINGS”), NOVELIS DEUTSCHLAND GMBH,
NOVELIS DO BRASIL LTDA., NOVELIS ALUMINUM HOLDING COMPANY, THE OTHER SUBSIDIARIES OF HOLDINGS FROM
TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT
LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR
THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA,
N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR
AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE TERM LOAN SECURED PARTIES (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 DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




McCann FitzGerald

Solicitors

Riverside One

Sir John Rogerson’s Quay

Dublin 2

EDV\2299116.10





 









 








CONTENTS




	 	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	1.	 	 	Interpretation
	 	 	1	 
	2.	 	 	Creation of Security
	 	 	5	 
	3.	 	 	Representations and Warranties
	 	 	6	 
	4.	 	 	Restrictions on Dealings
	 	 	7	 
	5.	 	 	Covenants
	 	 	7	 
	6.	 	 	When Security Becomes Enforceable
	 	 	10	 
	7.	 	 	Enforcement of Security
	 	 	10	 
	8.	 	 	Receiver
	 	 	12	 
	9.	 	 	Powers of Receiver
	 	 	13	 
	10.	 	 	Application of Proceeds
	 	 	14	 
	11.	 	 	Taxes, Expenses and Indemnity
	 	 	15	 
	12.	 	 	Delegation
	 	 	15	 
	13.	 	 	Further Assurances
	 	 	15	 
	14.	 	 	Power of Attorney
	 	 	16	 
	15.	 	 	Preservation of Security
	 	 	16	 
	16.	 	 	Miscellaneous
	 	 	19	 
	17.	 	 	Financial Collateral
	 	 	19	 
	18.	 	 	Release
	 	 	20	 
	19.	 	 	Counterparts
	 	 	20	 
	20.	 	 	Notices
	 	 	20	 
	21.	 	 	The Collateral Agent as Trustee
	 	 	21	 
	22.	 	 	Governing Law
	 	 	22	 
	23.	 	 	Enforcement
	 	 	22	 
	Schedule — Security Assets	 	24	 






 









 





THIS DEED is dated 17 December 2010




BETWEEN:





	(1)	 	NOVELIS EUROPE HOLDINGS LIMITED a company incorporated under the laws of England and Wales
(number 05308334) and having its registered office at Latchford Locks Works, Thelwell Lane,
Warrington, Cheshire, WA4 1NN (the “Chargor”); and






	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the “Collateral Agent”).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.






	(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 (including the Recitals):
	 
	 	 	“Act” means the Land and Conveyancing Law Reform Act 2009.
	 
	 	 	“Charged Company” means Novelis Aluminium Holding Company, a company registered in Ireland
with company number 316911.
	 
	 	 	“Charged Shares” means all shares in the Charged Company from time to time issued to the
Chargor or held by any nominee on its behalf.
	 
	 	 	“Credit Agreement” means the revolving credit agreement dated on or about the date of this
Deed (as amended, restated or otherwise modified from time to time) between, amongst others,
Novelis Inc., as Parent Borrower, Novelis Corporation, as U.S. Borrower, the other U.S.
Subsidiaries of Parent Borrower party thereto as U.S. Borrowers, Novelis UK Ltd, as U.K.
Borrower, Novelis AG, as Swiss Borrower, AV METALS INC. and the Other Guarantors party
thereto, the Lenders party thereto and Bank of America, N.A. as Administrative Agent and
Collateral Agent
	 
	 	 	“Delegate” means any delegate, agent, attorney or co-Collateral Agent appointed by the
Collateral Agent or any Receiver.
	 
	 	 	“Group” means the Chargor and its Affiliates from time to time.
	 
	 	 	“Intercreditor Agreement” means the intercreditor agreement dated on or about the date of
this Deed and entered into between, amongst others, Novelis Inc., the Collateral Agent and
the Term Loan Collateral Agent.
	 
	 	 	“Party” means a party to this Deed.
	 
	 	 	“Receiver” means a receiver and manager or a receiver, in each case, appointed under this
Deed and that term will include any appointee under a joint and/or several appointment.




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	 	 	“Related Rights” means in relation to any Charged Share:






	 	(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 in respect of that asset.






	 	 	“Revolving Credit Release Date” has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement..
	 
	 	 	“Security” means any Security Interest created, evidenced or conferred by or under this
Deed.
	 
	 	 	“Security Assets” means any and all assets of the Chargor that are the subject of this
Security.
	 
	 	 	“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
Revolving Credit Release 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 Administrative Agent and
the Chargor.
	 
	 	 	“Term Loan Collateral Agent” has the meaning given to that term in the Intercreditor
Agreement.
	 
	 	 	“Term Loan Documents” has the meaning given to that term in the Intercreditor Agreement.
	 
	 	 	“Term Loan Security Agreement” means the share charge dated on or about the date of this
Deed between the Chargor and the Term Loan Collateral Agent.






	1.2	 	Construction






	 	(a)	 	In this Deed (including the Recitals):






	 	(i)	 	capitalised terms defined in the Credit Agreement or in the
Intercreditor Agreement have, unless expressly defined in this Deed, the same
meaning in this Deed;
	 
	 	(ii)	 	an “agreement” includes any legally binding arrangement,
agreement, contract, deed or instrument (in each case whether oral or written);
	 
	 	(iii)	 	an “amendment” includes any amendment, supplement, variation,
waiver, novation, modification, replacement or restatement (however
fundamental) and “amend” and “amended” shall be construed accordingly;




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	 	(iv)	 	“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;
	 
	 	(v)	 	a “consent” includes an authorisation, permit, approval,
consent, exemption, licence, order, filing, registration, recording,
notarisation, permission or waiver;
	 
	 	(vi)	 	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 Collateral Agent or Administrative Agent (as
appropriate);
	 
	 	(vii)	 	a “disposal” includes any sale, transfer, grant, lease,
licence or other disposal, whether voluntary or involuntary and “dispose” will
be construed accordingly;
	 
	 	(viii)	 	“including” means including without limitation and “includes” and “included”
shall be construed accordingly;
	 
	 	(ix)	 	“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;
	 
	 	(x)	 	“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;
	 
	 	(xi)	 	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
	 
	 	(xii)	 	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.






	 	(b)	 	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 or the Administrative Agent, any person for the time being
appointed as Collateral Agent or Administrative 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;
	 
	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified from time to time;




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	 	(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; and
	 
	 	(vi)	 	words imparting the singular include the plural and vice versa.






	 	(c)	 	The term 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.
	 
	 	(d)	 	Any covenant of the 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.
	 
	 	(e)	 	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 examinership 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.
	 
	 	(f)	 	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.






	 	(g)	 	Section 75 of the Act shall not apply to this Deed.






	1.3	 	Conflict with the provisions of this Deed






	 	 	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.
EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF
REMEDIES BY COLLATERAL AGENT.






	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT
AGREEMENT, IT IS THE INTENTION OF THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH
DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE





4









 











	 	 	IN CONCERT WITH EACH OTHER. IN THE EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT
BE RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.






	2.	 	CREATION OF SECURITY
	 
	2.1	 	General






	 	(a)	 	All this Security:






	 	(i)	 	is created in favour of the Collateral Agent as agent and
trustee for itself and the other Secured Parties;
	 
	 	(ii)	 	is security for the payment, discharge and performance of all
the Secured Obligations; and
	 
	 	(iii)	 	is made by the Chargor as beneficial owner.






	 	(b)	 	The 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
2 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 and this Deed.
	 
	 	(c)	 	The fact that no or incomplete details of any Security Asset are inserted in
the Schedule (Security Assets) does not affect the validity or enforceability of this
Security.






	2.2	 	Charged Shares






	 	(a)	 	The Chargor, as beneficial owner, for the purpose of securing the due and
punctual payment of the Secured Obligations hereby charges:






	 	(i)	 	by way of a first legal mortgage the Charged Shares; this
includes any Charged Shares specified in the Schedule (Security Assets); and
	 
	 	(ii)	 	(to the extent that they are not the subject of a mortgage
under sub-paragraph (i) above) by way of a first fixed charge its interest in
the Charged Shares.






	 	(b)	 	A reference in this Deed to any Charged Share 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




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	 	(v)	 	any right under any custodian or other agreement, in relation to that Charged Share.






	3.	 	REPRESENTATIONS AND WARRANTIES
	 
	3.1	 	Nature of security






	 	 	The Chargor represents and warrants to the Collateral Agent and each other Secured Party
that:






	 	(a)	 	this Deed creates those Security Interests it purports to create (save that the
legal mortgage created in Clause 2.2(a)(i) will take effect in equity until such time
as the Collateral Agent exercises its discretion under Clause 5.1(b)) and is not liable
to be avoided or otherwise set aside on its liquidation or examinership 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 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.






	3.2	 	Charged Shares






	 	 	The Chargor represents and warrants to the Collateral Agent and each other Secured Party
that:






	 	(a)	 	the Charged Shares are duly authorised, validly issued and fully paid;
	 
	 	(b)	 	the Charged Shares are not subject to any Security Interest, any option to
purchase or similar right (in each case, other than as permitted by the Credit
Agreement);
	 
	 	(c)	 	it is the sole legal and beneficial owner of the Charged Shares (save for any
Charged Shares that are specified in the Schedule to this Deed as being held by a
nominee on its behalf or transferred to the Collateral Agent or its nominee pursuant to
this Deed);
	 
	 	(d)	 	the Charged Company is a company incorporated with limited liability;
	 
	 	(e)	 	the constitutional documents of the Charged Company do not and could not
restrict or inhibit any transfer of those shares on creation or enforcement of this
Security; and




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	 	(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 the Charged Company (including any option or right of pre-emption or
conversion) (in each case other than as permitted under the Credit Agreement).






	3.3	 	Times for making representations and warranties






	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.
	 
	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.






	4.	 	RESTRICTIONS ON DEALINGS






	 	 	The Chargor may not:






	 	(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.






	 
	 	 	 unless permitted under the Credit Agreement.





	5.	 	COVENANTS






	5.1	 	Certificated Charged Shares






	 	 	The Chargor must:






	 	(a)	 	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 Charged Share; immediately in respect of any Charged Share
subject to this Security on the date of this Deed and thereafter, immediately following
the acquisition by, or the issue to, the Chargor of any certificated Charged Share
(unless the same is required for registering any transfer, in which case the Chargor
must deposit the same immediately after such registration is completed); and
	 
	 	(b)	 	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 Charged Share; this includes:






	 	(i)	 	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
	 
	 	(ii)	 	procuring that those share transfers are registered by the
Charged Company in which the Charged Shares are held in the share register of
the Charged





7









 











	 	 	 	Company and that share certificates in the name of the transferee are
delivered to the Collateral Agent.






	 	(c)	 	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.






	5.2	 	Changes to rights






	 	 	The Chargor may not (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
result in the rights attaching to any of the Charged Shares being altered or further shares
being issued.






	5.3	 	Calls






	 	(a)	 	The Chargor must pay all calls and other payments due and payable in respect of
any of the Charged Shares.
	 
	 	(b)	 	If the Chargor fails to do so, the Collateral Agent may (at its discretion) pay
those calls or other payments on behalf of the Chargor. The 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.






	5.4	 	Other obligations in respect of Charged Shares






	 	(a)	 	The 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 81 of the
Companies Act, 1990) or under the constitutional documents relating to any of the
Charged Shares. If the Chargor fails to do so, the Collateral Agent may elect to
provide any information which it may have on behalf of the Chargor.
	 
	 	(b)	 	The 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, the Chargor shall remain liable to observe and perform all of
the conditions and obligations assumed by it in respect of any of the Charged Shares.
	 
	 	(d)	 	No Secured Party will be required in any manner to:






	 	(i)	 	perform or fulfil any obligation of the Chargor;
	 
	 	(ii)	 	make any payment;
	 
	 	(iii)	 	make any enquiry as to the nature or sufficiency of any
payment received by it or the 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 Charged Share.




8









 












	5.5	 	Voting rights






	 	(a)	 	Unless and until the service of a notice by the Collateral Agent or an Event of
Default is continuing, the Chargor may continue to exercise the voting rights, powers
and other rights in respect of the Charged Shares, provided that (x) it shall promptly
deliver copies of any minutes of shareholder meetings in respect of the Charged Shares
to the Collateral Agent if so requested by the Collateral Agent, 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 Charged Shares 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 the Charged Company (save
to the extent permitted by the Credit Agreement) 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 Charged Shares 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 Charged Shares in
any manner which the Chargor may direct in writing. The Collateral Agent (or that
nominee) will execute any form of proxy or other document which the 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 Charged Shares must be paid to the 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
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 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 Chargor all material notices, correspondence and/or other
communication it receives in relation to the Charged Shares.
	 
	 	(e)	 	Following the service of a notice by the Collateral Agent or for 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 Charged Share, any person who is the holder of any
Charged Share or otherwise




9









 












	 	 	 	in each case, in the name of the Chargor, the registered holder or otherwise and
without any further consent or authority on the part of the Chargor and irrespective
of any direction given by the Chargor.
	 
	 	(f)	 	To the extent that the Charged Shares remain registered in the name of the
Chargor, the Chargor irrevocably appoints the Collateral Agent or its nominee as its
proxy to exercise all voting rights in respect of those Charged Shares following the
service of a notice by the Collateral Agent or for so long as an Event of Default is
continuing.
	 
	 	(g)	 	The 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 the Charged Shares on the direction of the Chargor.






	5.6	 	Custodian arrangements






	 	 	The Chargor must:






	 	(a)	 	promptly give notice of this Deed to any custodian of any Charged Share 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.






	6.	 	WHEN SECURITY BECOMES ENFORCEABLE
	 
	6.1	 	Powers and Rights of the Collateral Agent






	 	 	Notwithstanding anything contained in this Deed, the exercise by the Collateral Agent of the
powers and rights conferred on it by virtue of the provisions of Chapter 3 of Part 10 of the
Act shall not be subject to any restriction on such exercise contained in section 96(1)(c)
of the Act.






	6.2	 	Timing






	 	 	This Security will become immediately enforceable if an Event of Default is continuing.
	 
	6.3	 	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
Administrative Agent may direct.






	7.	 	ENFORCEMENT OF SECURITY
	 
	7.1	 	General






	 	(a)	 	The power of sale and any other power conferred on a mortgagee by law
(including under the Act) as varied or amended by this Deed will be immediately
exercisable at any time after this Security has become enforceable.
	 
	 	(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 sections
100 and 101 of the Act) or the right of a mortgagee to consolidate mortgages does not





10









 











	 	 	 	apply to this Security. For the avoidance of doubt, the Collateral Agent reserves
the right to consolidate mortgage securities without restriction.






	 	(d)	 	The notification requirement contained in section 103(2) of the Act shall not
apply to this Deed.
	 
	 	(e)	 	The Chargor shall not take any action under section 94 of the Act in respect of
the Security Assets, this Deed or any monies, obligations and/or liabilities hereby
covenanted to be paid or discharged.






	7.2	 	No liability as mortgagee in possession






	 	(a)	 	Neither the Collateral Agent nor any Receiver will be liable, by reason of
entering into possession of a Security Asset:






	 	(i)	 	to account as mortgagee in possession or for any loss on
realisation; or
	 
	 	(ii)	 	for any default or omission for which a mortgagee in possession
might be liable.






	 	(b)	 	The restrictions on taking possession of mortgaged property contained in
section 97 of the Act shall not apply to this Deed.
	 
	 	(c)	 	Section 99(1) of the Act shall not apply to this Deed and any obligations
imposed on mortgagees in possession or receivers by virtue of the application of
section 99(1) shall not apply to the Collateral Agent or any Receiver.






	7.3	 	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).






	7.4	 	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,






	 	 	and all the protection to purchasers contained in sections 104, 105 and 106(1) of the Act
shall apply to any person purchasing from or dealing with a Receiver or the Collateral
Agent.






	7.5	 	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




11









 












	 	(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 the Chargor.






	 	(b)	 	The 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.






	7.6	 	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.






	8.	 	RECEIVER
	 
	8.1	 	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)	 	the 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 any restriction under section 108(1) of the
Act) does not apply to this Deed.






	8.2	 	Removal






	 	 	The Collateral Agent may by writing under its hand 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.






	8.3	 	Remuneration






	 	 	The Collateral Agent may fix the remuneration of any Receiver appointed by it and any
maximum rate imposed by any law will not apply. Section 108(7) shall not apply to the
commission and/or remuneration of a Receiver appointed pursuant to this Deed.






	8.4	 	Agent of the Chargor






	 	(a)	 	A Receiver will be deemed to be the agent of the 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 Chargor is solely responsible for the contracts,
engagements, acts, omissions, defaults and losses of a Receiver and for liabilities
incurred by a Receiver.




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	 	(b)	 	No Secured Party will incur any liability (either to the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.






	8.5	 	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.






	9.	 	POWERS OF RECEIVER
	 
	9.1	 	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 all the rights,
powers and discretions conferred on a receiver (or a receiver and manager) under the
Act (as amended and varied hereby).
	 
	 	(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
powers conferred on a Receiver under this Deed individually and to the exclusion of any
other Receiver.






	9.2	 	Possession
	 
	 	 	A Receiver may take immediate possession of, get in and collect any Security Asset.
	 
	9.3	 	Carry on business
	 
	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.
	 
	9.4	 	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 the Chargor.






	9.5	 	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.






	9.6	 	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




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	 	 	may be payable in a lump sum or by instalments spread over any period which he thinks fit.
	 
	9.7	 	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 the Chargor or relating in any way to any Security Asset.






	9.8	 	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.






	9.9	 	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.






	9.10	 	Subsidiaries






	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any Security
Asset.






	9.11	 	Delegation






	 	 	A Receiver may delegate his powers in accordance with this Deed.
	 
	9.12	 	Lending
	 
	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.
	 
	9.13	 	Protection of assets






	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its business
to protect or improve any Security Asset, in each case as he thinks fit.






	9.14	 	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 the Chargor for any of the above purposes.






	10.	 	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





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	 	 	 	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 and this
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 but subject always to the terms of
the Intercreditor Agreement.






	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party.
	 
	 	(c)	 	The provisions of this Clause 10 shall take effect as and by way of variation
to the provisions of sections 106(3), 107 and 109 of the Act, which provisions as so
varied and extended shall be deemed incorporated in this Deed and as regards section
109 as if they related to a receiver of the Security Assets and not merely a receiver
of the income thereof.






	11.	 	TAXES, EXPENSES AND INDEMNITY






	 	(a)	 	The 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, 2.12, 2.15, 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 16.2 (Interest).
	 
	 	(c)	 	The Chargor 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, this
Security or any judgment given in connection with them, is or at any time may be
subject.






	12.	 	DELEGATION
	 
	12.1	 	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.
	 
	12.2	 	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.






	12.3	 	Liability






	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.






	13.	 	FURTHER ASSURANCES






	 	 	The Chargor must, at its own expense, take whatever action the .Collateral Agent
or a Receiver may, acting reasonably, require for:




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	 	(a)	 	creating, perfecting or protecting any security intended to be created by or
pursuant to this Deed (including procuring that any third party creates a Security
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 the Chargor
located in any jurisdiction outside Ireland.






	 	 	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.






	14.	 	POWER OF ATTORNEY






	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor fails
to comply with an obligation under this Deed, the Chargor, by way of security, irrevocably
and severally appoints the Collateral Agent and each Receiver to be its attorney to take any
action which the Chargor is obliged to take under this Deed. The Chargor ratifies and
confirms whatever any attorney does or purports to do under its appointment under this
Clause.






	15.	 	PRESERVATION OF SECURITY
	 
	15.1	 	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.






	15.2	 	Reinstatement






	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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, examinership or otherwise without limitation, the
liability of the Chargor under this Deed will continue or be reinstated as if the
discharge or arrangement had not occurred.
	 
	 	(b)	 	The Collateral Agent and each other Secured Party may concede or compromise any
claim that any payment, security or other disposition is liable to avoidance or
restoration.




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	15.3	 	Waiver of defences






	 	 	The obligations of the 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.






	15.4	 	Immediate recourse






	 	 	The 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, examinership,
winding-up or liquidation proceedings relative to any other Loan Party or any other person
before claiming from the Chargor under this Deed.






	15.5	 	Appropriations






	 	 	Until all amounts which may be or become payable by the Loan Parties under the Loan
Documents have been irrevocably paid in full, the Collateral Agent and each other Secured
Party (or any trustee or agent on its behalf) may without affecting the liability of the
Chargor under this Deed:






	 	(a)	 	refrain from applying or enforcing any other moneys, security or rights held or
received by the Collateral Agent or 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 the
Chargor or on account of the
Chargor’s liability under this Deed.




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	15.6	 	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,






	 	 	the Chargor will not, 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 the 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 the Collateral Agent or any other 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.






	 	 	The 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.






	15.7	 	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 the Collateral Agent or any other Secured Party;
	 
	 	(b)	 	No prior security held by the Collateral Agent or any other Secured Party (in
its capacity as such or otherwise) over any Security Asset will merge into this
Security.






	15.8	 	Delivery of documents






	 	 	To the extent the 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,
the Chargor’s obligations hereunder with respect to such delivery shall be deemed satisfied
by the delivery to the Term Loan Collateral Agent.






	15.9	 	Security held by Chargor






	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The Chargor
will hold any security held by it in breach of this provision on trust for the Collateral
Agent.




18









 












	16.	 	MISCELLANEOUS
	 
	16.1	 	Covenant to pay
	 
	 	 	The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the Credit
Agreement.
	 
	16.2	 	Interest
	 
	 	 	If the 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 at the Default Rate.
	 
	16.3	 	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 Obligation.






	16.4	 	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 the Chargor has with any Secured
Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Obligation 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.






	16.5	 	Notice of assignment






	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a debt
owed by the Chargor to any other member of the Group and contained in any Loan Document.






	17.	 	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 Chargor under this Deed
constitute a “security financial collateral arrangement” (in each case for the purpose
of and as defined in the European Communities (Financial Collateral Arrangements)
Regulations 2004 (the “Regulations”) the Collateral Agent shall have





19









 











	 	 	 	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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
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. In each case, the parties agree that the method of valuation
provided for in this Deed shall constitute a commercially reasonable method of
valuation for the purposes of the Regulations.






	18.	 	RELEASE






	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor or the Charged Company, take whatever
action is reasonably necessary to release the relevant Security Assets (whether in whole or
in part) from this Security, provided that to the extent that any Security Interests granted
by the Chargor over the Revolving Credit Priority Collateral are released under this Clause,
the Chargor shall take whatever action is required under the Term Loan Security Agreement,
including serving any notice thereunder. In addition, if the Collateral Agent is authorised
to release in whole or in part any Security Asset hereunder pursuant to the terms of the
Credit Agreement, the Collateral Agent is authorised to release such Security Asset under
this Deed.






	19.	 	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.






	20.	 	NOTICES
	 
	20.1	 	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.
	 
	20.2	 	Addresses
	 
	 	 	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 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.
	 
	20.3	 	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.




20









 












	 	(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 Agent’s communication details (or
any substitute department or officer as the Collateral Agent shall specify for this
purpose).






	20.4	 	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 20.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.






	20.5	 	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.






	21.	 	THE COLLATERAL AGENT AS TRUSTEE






	 	(a)	 	This Deed is a Security Document (as defined in the Security Trust Deed). The
Collateral Agent is party to this Deed in its capacity as collateral agent and trustee
for and on behalf of itself and the Secured Parties pursuant to the terms and
conditions of the Credit Agreement and the Security Trust Deed. As between the
Collateral Agent and the other Secured Parties the terms and conditions of the Security
Trust Deed which apply to the Collateral Agent under that agreement also apply to it as
Collateral Agent under this Deed.
	 
	 	(b)	 	On the terms set out in the Credit Agreement and the Security Trust Deed, the
Collateral Agent declares itself trustee of the security and other rights (including
but not limited to the benefit of the covenants contained herein), titles and interests
constituted by this Deed and of all monies, property and assets paid to the Collateral
Agent or to its order or held by the Collateral Agent or its nominee or received or
recovered by the Collateral Agent or its nominee pursuant to or in connection with this
Deed with effect from the date hereof to hold the same on trust for itself and each of
the Secured Parties absolutely in accordance with their entitlements under the Loan
Documents (save as may otherwise be agreed between the Collateral Agent and the other
Secured Parties from time to time).
	 
	 	(c)	 	All moneys received by the Collateral Agent shall be held by it upon trust for
itself and the Secured Parties according to their respective interests to apply the
same in accordance with Clause 10.
	 
	 	(d)	 	The rights, powers and discretions conferred on the Collateral Agent by this
Deed shall be supplemental to the Trustee Acts of Ireland and in addition to any which
may be vested in the Collateral Agent by the Loan Documents, general law or otherwise.




21









 












	 	(e)	 	Each of the Parties agrees that the Collateral Agent shall have only those
duties, obligations and responsibilities expressly specified in this Deed or any other
Loan Document (and no others shall be implied).
	 
	 	(f)	 	Where there are any inconsistencies between the Trustee Acts of Ireland and the
provisions of this Deed, the provisions of this Deed shall, to the extent allowed by
law, prevail.
	 
	 	(g)	 	Any resignation or replacement of the Collateral Agent or any appointment of a
successor to the Collateral Agent shall take effect in accordance with the provisions
of the Credit Agreement and the Security Trust Deed save that no resignation of the
Collateral Agent as trustee hereunder shall take effect unless at least one other
trustee has been appointed.
	 
	 	(h)	 	Upon the occurrence of the Revolving Credit Release Date, the trusts set out in
this Deed shall be wound up. At that time the Collateral Agent shall, at the request
of and at the sole cost of the Chargor, release, without recourse or warranty, all of
the Security then held by it and the Collateral Agent shall be released from its
obligations under this Deed (save for those which arose prior to such winding-up).






	22.	 	GOVERNING LAW






	 	 	This Deed and any non-contractual obligations arising out of or in connection with this Deed
are governed by the laws of Ireland.






	23.	 	ENFORCEMENT






	23.1	 	Jurisdiction






	 	(a)	 	The Irish courts have exclusive jurisdiction to settle any dispute in
connection with this Deed.
	 
	 	(b)	 	The Irish courts are the most appropriate and convenient courts to settle any
such dispute in connection with this Deed. The Chargor agrees not to argue to the
contrary and waives objection to those courts 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.






	23.2	 	Service of process






	 	(a)	 	The Chargor appoints the Charged Company (at its registered address for the
time being) as its agent under this Deed for service of process in any proceedings
before the Irish courts in connection with this Deed and will procure that the Charged
Company accepts such appointment.




22









 












	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of such
event taking place) appoint another agent on terms acceptable to the Collateral Agent.
Failing this, the Collateral Agent may appoint another process agent for this purpose.
	 
	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any process
will not invalidate the relevant proceedings.
	 
	 	(d)	 	This Subclause does not affect any other method of service allowed by law.






	23.3	 	Waiver of immunity






	 	 	The Chargor irrevocably and unconditionally:






	 	(a)	 	agrees not to claim any immunity from proceedings brought by the Collateral
Agent or any other Secured Party against it in relation to this Deed and to ensure that
no such claim is made on its behalf;
	 
	 	(b)	 	consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and
	 
	 	(c)	 	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.






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SCHEDULE



SECURITY ASSETS



CHARGED SHARES



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of	 	 	 	 
	 	 	 	 	nominee (if any)	 	 	 	 
	 	 	Name of Charged	 	by whom shares	 	Class of shares	 	Number of
	Chargor	 	Company	 	are held	 	held	 	shares held
	Novelis Europe 

Holdings Limited

	 	Novelis Aluminium

Holding Company
	 	 	 	Ordinary Shares of

€0.2362059 each
	 	647,590,006
	 	 	 	 	 	 	 	 	 
	Novelis Europe 

Holdings Limited
	 	Novelis Aluminium

Holding Company
	 	Novelis UK Ltd
	 	Ordinary Shares of

€0.2362059 each
	 	1






24









 






SIGNATORIES




THE CHARGOR




Executed as a Deed by

NOVELIS EUROPE HOLDINGS LIMITED




	 	 	 

	acting through:

	 	Director






Witness:

Name:

Address:

Occupation:




THE COLLATERAL AGENT




Signed by:




Peter M. Walther

Senior Vice President

(Authorised Signatory)

for and on behalf of

BANK OF AMERICA, N.A.

as Collateral Agent

for and on behalf of

the Secured Parties




Witness:

Name:

Address:

Occupation:





25











 





Execution Copy




Dated 17 December 2010




Between




NOVELIS UK LTD

as Chargor




and




BANK OF AMERICA, N.A.

as Collateral Agent




SHARE CHARGE



NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE SECURITY INTERESTS GRANTED TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS DEED AND THE EXERCISE OF
ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THAT CERTAIN INTERCREDITOR
AGREEMENT, DATED AS OF DECEMBER 17, 2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), AMONG NOVELIS INC.,
NOVELIS CORPORATION, NOVELIS PAE CORPORATION, NOVELIS BRAND LLC, NOVELIS SOUTH AMERICA HOLDINGS
LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS ACQUISITIONS LLC, NOVELIS NORTH AMERICA HOLDINGS INC.,
NOVELIS UK LTD, NOVELIS SERVICES LIMITED, NOVELIS AG, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848
CANADA INC., 4260856 CANADA INC., NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS EUROPE HOLDINGS
LIMITED, NOVELIS SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS MADEIRA UNIPESSOAL, LDA, NOVELIS
PAE, S.A.S., NOVELIS LUXEMBOURG S.A., AV METALS INC. (“HOLDINGS”), NOVELIS DEUTSCHLAND GMBH,
NOVELIS DO BRASIL LTDA., NOVELIS ALUMINUM HOLDING COMPANY, THE OTHER SUBSIDIARIES OF HOLDINGS FROM
TIME TO TIME PARTY THERETO, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT FOR THE REVOLVING CREDIT
LENDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR
THE REVOLVING CREDIT CLAIMHOLDERS (AS DEFINED IN THE INTERCREDITOR AGREEMENT), BANK OF AMERICA,
N.A., AS ADMINISTRATIVE AGENT FOR THE TERM LOAN LENDERS (AS DEFINED IN THE INTERCREDITOR
AGREEMENT), BANK OF AMERICA, N.A., AS COLLATERAL AGENT FOR THE TERM LOAN SECURED PARTIES (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 DEED, THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.




McCann FitzGerald

Solicitors

Riverside One

Sir John Rogerson’s Quay

Dublin 2

EDV\2311726.4





 









 








CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Interpretation
	 	 	1	 
	 
	 	 	 	 
	2. Creation of Security
	 	 	5	 
	 
	 	 	 	 
	3. Representations and Warranties
	 	 	6	 
	 
	 	 	 	 
	4. Restrictions on Dealings
	 	 	7	 
	 
	 	 	 	 
	5. Covenants
	 	 	7	 
	 
	 	 	 	 
	6. When Security Becomes Enforceable
	 	 	10	 
	 
	 	 	 	 
	7. Enforcement of Security
	 	 	11	 
	 
	 	 	 	 
	8. Receiver
	 	 	12	 
	 
	 	 	 	 
	9. Powers of Receiver
	 	 	13	 
	 
	 	 	 	 
	10. Application of Proceeds
	 	 	15	 
	 
	 	 	 	 
	11. Taxes, Expenses and Indemnity
	 	 	15	 
	 
	 	 	 	 
	12. Delegation
	 	 	15	 
	 
	 	 	 	 
	13. Further Assurances
	 	 	16	 
	 
	 	 	 	 
	14. Power of Attorney
	 	 	16	 
	 
	 	 	 	 
	15. Preservation of Security
	 	 	17	 
	 
	 	 	 	 
	16. Miscellaneous
	 	 	19	 
	 
	 	 	 	 
	17. Financial Collateral
	 	 	20	 
	 
	 	 	 	 
	18. Release
	 	 	20	 
	 
	 	 	 	 
	19. Counterparts
	 	 	20	 
	 
	 	 	 	 
	20. Notices
	 	 	20	 
	 
	 	 	 	 
	21. The Collateral Agent as Trustee
	 	 	21	 
	 
	 	 	 	 
	22. Governing Law
	 	 	22	 
	 
	 	 	 	 
	23. Enforcement
	 	 	22	 
	 
	 	 	 	 
	Schedule — Security Assets
	 	 	24	 






 









 





THIS DEED is dated 17 December 2010




BETWEEN:





	(1)	 	NOVELIS UK LTD a company incorporated under the laws of England and Wales (number 00279596)
and having its registered office at Latchford Locks Works, Thelwell Lane, Warrington,
Cheshire, WA4 1NN (the “Chargor”); and






	(2)	 	BANK OF AMERICA, N.A. as agent and trustee for the Secured Parties (as defined in the Credit
Agreement (defined below)) (the “Collateral Agent”).





BACKGROUND:





	(A)	 	The Chargor enters into this Deed in connection with the Credit Agreement.






	(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 (including the Recitals):
	 
	 	 	“Act” means the Land and Conveyancing Law Reform Act 2009.
	 
	 	 	“Charged Company” means Novelis Aluminium Holding Company, a company registered in Ireland
with company number 316911.
	 
	 	 	“Charged Shares” means all shares in the Charged Company from time to time issued to the
Chargor or held by any nominee on its behalf.
	 
	 	 	“Credit Agreement” means the revolving credit agreement dated on or about the date of
this Deed (as amended, restated or otherwise modified from time to time) between, amongst
others, Novelis Inc., as Parent Borrower, Novelis Corporation, as U.S. Borrower, the other
U.S. Subsidiaries of Parent Borrower party thereto as U.S. Borrowers, Novelis UK Ltd, as
U.K. Borrower, Novelis AG, as Swiss Borrower, AV METALS INC. and the Other Guarantors party
thereto, the Lenders party thereto and Bank of America, N.A. as Administrative Agent and
Collateral Agent
	 
	 	 	“Delegate” means any delegate, agent, attorney or co-Collateral Agent appointed by the
Collateral Agent or any Receiver.
	 
	 	 	“Group” means the Chargor and its Affiliates from time to time.
	 
	 	 	“Intercreditor Agreement” means the intercreditor agreement dated on or about the date of
this Deed and entered into between, amongst others, Novelis Inc., the Collateral Agent and
the Term Loan Collateral Agent.
	 
	 	 	“Nominee Shares” means each of the shares in the Charged Company specified in the Schedule
(Security Assets) and each other share in the Charged Company from time to time issued to
the Chargor and held by it as nominee for and on behalf of Novelis Europe Holdings Limited.





					
	 
	 	1
	 	ABL Share Charge (NUKL)






 









 












	 	 	“Party” means a party to this Deed.
	 
	 	 	“Receiver” means a receiver and manager or a receiver, in each case, appointed under this
Deed and that term will include any appointee under a joint and/or several appointment.
	 
	 	 	“Related Rights” means in relation to any Charged Share:






	 	(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 in respect of that asset.






	 	 	“Revolving Credit Release Date” has the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.
	 
	 	 	“Security” means any Security Interest created, evidenced or conferred by or under this
Deed.
	 
	 	 	“Security Assets” means any and all assets of the Chargor that are the subject of this
Security.
	 
	 	 	“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
Revolving Credit Release 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 Administrative Agent and
the Chargor.
	 
	 	 	“Term Loan Collateral Agent” has the meaning given to that term in the Intercreditor
Agreement.
	 
	 	 	“Term Loan Documents” has the meaning given to that term in the Intercreditor Agreement.
	 
	 	 	“Term Loan Security Agreement” means the share charge dated on or about the date of this
Deed between the Chargor and the Term Loan Collateral Agent.





1.2  Construction





	 	(a)	 	In this Deed (including the Recitals):






	 	(i)	 	capitalised terms defined in the Credit Agreement or in the
Intercreditor Agreement have, unless expressly defined in this Deed, the same
meaning in this Deed;






	 	(ii)	 	an “agreement” includes any legally binding arrangement,
agreement, contract, deed or instrument (in each case whether oral or written);






					
	 
	 	2
	 	ABL Share Charge (NUKL)






 









 





	 	(iii)	 	an “amendment” includes any amendment, supplement, variation,
waiver, novation, modification, replacement or restatement (however
fundamental) and “amend” and “amended” shall be construed accordingly;






	 	(iv)	 	“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;






	 	(v)	 	a “consent” includes an authorisation, permit, approval,
consent, exemption, licence, order, filing, registration, recording,
notarisation, permission or waiver;






	 	(vi)	 	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 Collateral Agent or Administrative Agent (as
appropriate);






	 	(vii)	 	a “disposal” includes any sale, transfer, grant, lease,
licence or other disposal, whether voluntary or involuntary and “dispose” will
be construed accordingly;






	 	(viii)	 	“including” means including without limitation and “includes” and “included”
shall be construed accordingly;






	 	(ix)	 	“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;






	 	(x)	 	“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;






	 	(xi)	 	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






	 	(xii)	 	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.






	 	(b)	 	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 or the Administrative Agent, any person for the time being
appointed as Collateral Agent or Administrative 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;






					
	 
	 
	 	3
	 	ABL Share Charge (NUKL)






 









 





	 	(iii)	 	a reference to (or to any specified provision of) any
agreement is to that agreement (or that provision) as amended, restated or
otherwise modified 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; and






	 	(vi)	 	words imparting the singular include the plural and vice versa.






	 	(c)	 	The term 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.






	 	(d)	 	Any covenant of the 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.






	 	(e)	 	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 examinership 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.






	 	(f)	 	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.






	 	(g)	 	Section 75 of the Act shall not apply to this Deed.






	1.3	 	Conflict with the provisions of this Deed






	 	 	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.
EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
THE CREDIT AGREEMENT, INCLUDING ARTICLE X THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF
REMEDIES BY COLLATERAL AGENT.






	 	 	WITHOUT PREJUDICE TO THE ABOVE, IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND
PROVISIONS CONTAINED IN THIS





					
	 
	 
	 	4
	 	ABL Share Charge (NUKL)






 









 






	 	 	DEED AND THE TERMS AND PROVISIONS CONTAINED IN THE CREDIT AGREEMENT, IT IS THE INTENTION OF
THE PARTIES HERETO THAT SUCH TERMS AND PROVISIONS IN SUCH DOCUMENTS SHALL BE READ TOGETHER
AND CONSTRUED, TO THE FULLEST EXTENT POSSIBLE, TO BE IN CONCERT WITH EACH OTHER. IN THE
EVENT OF ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE RESOLVED AS AFORESAID, THE TERMS
AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND GOVERN.





2.  CREATION OF SECURITY




2.1  General





	 	(a)	 	All this Security:






	 	(i)	 	is created in favour of the Collateral Agent as agent and
trustee for itself and the other Secured Parties;






	 	(ii)	 	is security for the payment, discharge and performance of all
the Secured Obligations; and






	 	(iii)	 	is made by the Chargor as beneficial owner (save in respect of
the Nominee Shares where it is made by the Chargor as legal owner and at the
direction of the beneficial owner, Novelis Europe Holdings Limited).






	 	(b)	 	The 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
2 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 and this Deed.






	 	(c)	 	The fact that no or incomplete details of any Security Asset are inserted in
the Schedule (Security Assets) does not affect the validity or enforceability of this
Security.





2.2 Charged Shares





	 	(a)	 	The Chargor, as beneficial owner (other than in respect of the Nominee Shares)
and, in respect of the Nominee Shares, as legal owner and at the direction of the
beneficial owner, Novelis Europe Holdings Limited, for the purpose of securing the due
and punctual payment of the Secured Obligations hereby charges:






	 	(i)	 	by way of a first legal mortgage the Charged Shares; this
includes any Charged Shares specified in the Schedule (Security Assets); and






	 	(ii)	 	(to the extent that they are not the subject of a mortgage
under sub-paragraph (i) above) by way of a first fixed charge its interest in
the Charged Shares.






	 	(b)	 	A reference in this Deed to any Charged Share includes:






	 	(i)	 	any dividend, interest or other distribution paid or payable;





					
	 
	 
	 	5
	 	ABL Share Charge (NUKL)






 









 












	 	(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 Charged Share.





3. REPRESENTATIONS AND WARRANTIES




3.1 Nature of security





	 	 	The Chargor represents and warrants to the Collateral Agent and each other Secured Party
that:






	 	(a)	 	this Deed creates those Security Interests it purports to create (save that the
legal mortgage created in Clause 2.2(a)(i) will take effect in equity until such time
as the Collateral Agent exercises its discretion under Clause 5.1(b)) and is not liable
to be avoided or otherwise set aside on its liquidation or examinership 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 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.





3.2 Charged Shares





	 	 	The Chargor represents and warrants to the Collateral Agent and each other Secured Party
that:






	 	(a)	 	the Charged Shares are duly authorised, validly issued and fully paid;






	 	(b)	 	the Charged Shares are not subject to any Security Interest, any option to
purchase or similar right (in each case, other than as permitted by the Credit
Agreement);






	 	(c)	 	it is the sole legal and beneficial owner of the Charged Shares (save for any
Nominee Shares or Charged Shares that are specified in the Schedule to this Deed as
being held






					
	 
	 
	 	6
	 	ABL Share Charge (NUKL)






 









 





	 	 	 	by a nominee on its behalf or transferred to the Collateral Agent or its nominee
pursuant to this Deed);






	 	(d)	 	it is the sole legal owner of and Novelis Europe Holdings Limited is the sole
beneficial owner of the Nominee Shares;






	 	(e)	 	the Charged Company is a company incorporated with limited liability;






	 	(f)	 	the constitutional documents of the Charged Company do not and could not
restrict or inhibit any transfer of those shares on creation or enforcement of this
Security; and






	 	(g)	 	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 the Charged Company (including any option or right of pre-emption or
conversion) (in each case other than as permitted under the Credit Agreement).





3.3 Times for making representations and warranties





	 	(a)	 	The representations and warranties set out in this Deed (including in this
Clause) are made by the Chargor on the date of this Deed.






	 	(b)	 	Each representation and warranty under this Deed is deemed to be repeated by
the 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.





4. RESTRICTIONS ON DEALINGS





	 	 	The Chargor may not:






	 	(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.





5. COVENANTS




5.1 Certificated Charged Shares





	 	 	The Chargor must:






	 	(a)	 	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 Charged Share; immediately in respect of any Charged Share
subject to this Security on the date of this Deed and thereafter, immediately following
the acquisition by, or the issue to, the Chargor of any certificated Charged Share
(unless the same is required for registering any transfer, in which case the Chargor
must deposit the same immediately after such registration is completed); and






	 	(b)	 	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






					
	 
	 
	 	7
	 	ABL Share Charge (NUKL)






 









 





	 	 	 	order to enable the transferee to be registered as the owner or otherwise obtain a
legal title to that Charged Share; this includes:






	 	(i)	 	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






	 	(ii)	 	procuring that those share transfers are registered by the
Charged Company in which the Charged Shares are held in the share register of
the Charged Company and that share certificates in the name of the transferee
are delivered to the Collateral Agent.






	 	(c)	 	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.





5.2 Changes to rights





	 	 	The Chargor may not (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
result in the rights attaching to any of the Charged Shares being altered or further shares
being issued.





5.3 Calls





	 	(a)	 	The Chargor must pay all calls and other payments due and payable in respect of
any of the Charged Shares.






	 	(b)	 	If the Chargor fails to do so, the Collateral Agent may (at its discretion) pay
those calls or other payments on behalf of the Chargor. The 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.





5.4 Other obligations in respect of Charged Shares





	 	(a)	 	The 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 81 of the
Companies Act, 1990) or under the constitutional documents relating to any of the
Charged Shares. If the Chargor fails to do so, the Collateral Agent may elect to
provide any information which it may have on behalf of the Chargor.






	 	(b)	 	The 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, the Chargor shall remain liable to observe and perform all of
the conditions and obligations assumed by it in respect of any of the Charged Shares.






	 	(d)	 	No Secured Party will be required in any manner to:






	 	(i)	 	perform or fulfil any obligation of the Chargor;






	 	(ii)	 	make any payment;






					
	 
	 
	 	8
	 	ABL Share Charge (NUKL)






 









 





	 	(iii)	 	make any enquiry as to the nature or sufficiency of any
payment received by it or the 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 Charged Share.





5.5 Voting rights





	 	(a)	 	Unless and until the service of a notice by the Collateral Agent or an Event of
Default is continuing, the Chargor may continue to exercise the voting rights, powers
and other rights in respect of the Charged Shares, provided that (x) it shall promptly
deliver copies of any minutes of shareholder meetings in respect of the Charged Shares
to the Collateral Agent if so requested by the Collateral Agent, 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 Charged Shares 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 the Charged Company (save
to the extent permitted by the Credit Agreement) 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 Charged Shares 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 Charged Shares in
any manner which the Chargor may direct in writing. The Collateral Agent (or that
nominee) will execute any form of proxy or other document which the 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 Charged Shares must be paid to the 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
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 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 Chargor all material notices, correspondence and/or other
communication it receives in relation to the Charged Shares.





					
	 
	 
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	 	(e)	 	Following the service of a notice by the Collateral Agent or for 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 Charged Share, any person who is the holder of any
Charged Share or otherwise






	 	 	 	in each case, in the name of the Chargor, the registered holder or otherwise and
without any further consent or authority on the part of the Chargor and irrespective
of any direction given by the Chargor.






	 	(f)	 	To the extent that the Charged Shares remain registered in the name of the
Chargor, the Chargor irrevocably appoints the Collateral Agent or its nominee as its
proxy to exercise all voting rights in respect of those Charged Shares following the
service of a notice by the Collateral Agent or for so long as an Event of Default is
continuing.






	 	(g)	 	The 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 the Charged Shares on the direction of the Chargor.





5.6 Custodian arrangements





	 	 	The Chargor must:






	 	(a)	 	promptly give notice of this Deed to any custodian of any Charged Share 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.





6. WHEN SECURITY BECOMES ENFORCEABLE




6.1 Powers and Rights of the Collateral Agent





	 	 	Notwithstanding anything contained in this Deed, the exercise by the Collateral Agent of the
powers and rights conferred on it by virtue of the provisions of Chapter 3 of Part 10 of the
Act shall not be subject to any restriction on such exercise contained in section 96(1)(c)
of the Act.





6.2 Timing





	 	 	This Security will become immediately enforceable if an Event of Default is continuing.





6.3 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
Administrative Agent may direct.





					
	 
	 
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7. ENFORCEMENT OF SECURITY




7.1 General





	 	(a)	 	The power of sale and any other power conferred on a mortgagee by law
(including under the Act) as varied or amended by this Deed will be immediately
exercisable at any time after this Security has become enforceable.
	 
	 	(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 sections
100 and 101 of the Act) or the right of a mortgagee to consolidate mortgages does not
apply to this Security. For the avoidance of doubt, the Collateral Agent reserves the
right to consolidate mortgage securities without restriction.
	 
	 	(d)	 	The notification requirement contained in section 103(2) of the Act shall not
apply to this Deed.
	 
	 	(e)	 	The Chargor shall not take any action under section 94 of the Act in respect of
the Security Assets, this Deed or any monies, obligations and/or liabilities hereby
covenanted to be paid or discharged.





7.2 No liability as mortgagee in possession





	 	(a)	 	Neither the Collateral Agent nor any Receiver will be liable, by reason of
entering into possession of a Security Asset:






	 	(i)	 	to account as mortgagee in possession or for any loss on
realisation; or






	 	(ii)	 	for any default or omission for which a mortgagee in possession
might be liable.






	(b)	 	The restrictions on taking possession of mortgaged property contained in
section 97 of the Act shall not apply to this Deed.






	(c)	 	Section 99(1) of the Act shall not apply to this Deed and any obligations
imposed on mortgagees in possession or receivers by virtue of the application of
section 99(1) shall not apply to the Collateral Agent or any Receiver.





7.3 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).





7.4 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;





					
	 
	 
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	 	(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,






	 	 	and all the protection to purchasers contained in sections 104, 105 and 106(1) of the Act
shall apply to any person purchasing from or dealing with a Receiver or the Collateral
Agent.





7.5 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 the Chargor.






	 	(b)	 	The 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.





7.6 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.





8. RECEIVER




8.1 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)	 	the 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 any restriction under section 108(1) of the
Act) does not apply to this Deed.





8.2 Removal





	 	 	The Collateral Agent may by writing under its hand 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.





					
	 
	 
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8.3 Remuneration





	 	 	The Collateral Agent may fix the remuneration of any Receiver appointed by it and any
maximum rate imposed by any law will not apply. Section 108(7) shall not apply to the
commission and/or remuneration of a Receiver appointed pursuant to this Deed.





8.4 Agent of the Chargor





	 	(a)	 	A Receiver will be deemed to be the agent of the 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 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 the Chargor or to any
other person) by reason of the appointment of a Receiver or for any other reason.





8.5 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.





9. POWERS OF RECEIVER




9.1 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 all the rights,
powers and discretions conferred on a receiver (or a receiver and manager) under the
Act (as amended and varied hereby).






	 	(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
powers conferred on a Receiver under this Deed individually and to the exclusion of any
other Receiver.





9.2 Possession





	 	 	A Receiver may take immediate possession of, get in and collect any Security Asset.





9.3 Carry on business





	 	 	A Receiver may carry on any business of the Chargor in any manner he thinks fit.





9.4 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 the Chargor.





					
	 
	 
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9.5 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.





9.6 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.





9.7 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 the Chargor or relating in any way to any Security Asset.





9.8 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.





9.9 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.





9.10 Subsidiaries





	 	 	A Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any Security
Asset.





9.11 Delegation





	 	 	A Receiver may delegate his powers in accordance with this Deed.





9.12 Lending





	 	 	A Receiver may lend money or advance credit to any customer of the Chargor.





9.13 Protection of assets





	 	 	A Receiver may do any act which the Chargor might do in the ordinary conduct of its business
to protect or improve any Security Asset, in each case as he thinks fit.





					
	 
	 
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9.14 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 the Chargor for any of the above purposes.





10. 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 and this
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 but subject always to the terms of the
Intercreditor Agreement.






	 	(b)	 	This Clause does not prejudice the right of any Secured Party to recover any
shortfall from a Loan Party.
	 
	 	(c)	 	The provisions of this Clause 10 shall take effect as and by way of variation
to the provisions of sections 106(3), 107 and 109 of the Act, which provisions as so
varied and extended shall be deemed incorporated in this Deed and as regards section
109 as if they related to a receiver of the Security Assets and not merely a receiver
of the income thereof.





11. TAXES, EXPENSES AND INDEMNITY





	 	(a)	 	The 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, 2.12, 2.15, 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 16.2 (Interest).
	 
	 	(c)	 	The Chargor 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, this
Security or any judgment given in connection with them, is or at any time may be
subject.





12. DELEGATION




12.1 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.





					
	 
	 
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12.2 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.





12.3 Liability





	 	 	Neither the Collateral Agent nor any Receiver will be in any way liable or responsible to
the Chargor for any loss or liability arising from any act, default, omission or misconduct
on the part of any Delegate.





13. FURTHER ASSURANCES





	 	 	The 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 creates a Security
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 the Chargor
located in any jurisdiction outside Ireland.






	 	 	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.





14. POWER OF ATTORNEY





	 	 	Following the occurrence of an Event of Default which is continuing or if the Chargor fails
to comply with an obligation under this Deed, the Chargor, by way of security, irrevocably
and severally appoints the Collateral Agent and each Receiver to be its attorney to take any
action which the Chargor is obliged to take under this Deed. The Chargor ratifies and
confirms whatever any attorney does or purports to do under its appointment under this
Clause.





					
	 
	 
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15. PRESERVATION OF SECURITY




15.1 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.





15.2 Reinstatement





	 	(a)	 	If any discharge (whether in respect of the obligations of the Chargor 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, examinership or otherwise without limitation, the
liability of the Chargor under this Deed will continue or be reinstated as if the
discharge or arrangement had not occurred.
	 
	 	(b)	 	The Collateral Agent and each other Secured Party may concede or compromise any
claim that any payment, security or other disposition is liable to avoidance or
restoration.





15.3 Waiver of defences





	 	 	The obligations of the 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.





15.4 Immediate recourse





	 	 	The 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, examinership,
winding-up or liquidation proceedings relative to any other Loan Party or any other person
before claiming from the Chargor under this Deed.





					
	 
	 
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15.5 Appropriations





	 	 	Until all amounts which may be or become payable by the Loan Parties under the Loan
Documents have been irrevocably paid in full, the Collateral Agent and each other Secured
Party (or any trustee or agent on its behalf) may without affecting the liability of the
Chargor under this Deed:






	 	(a)	 	refrain from applying or enforcing any other moneys, security or rights held or
received by the Collateral Agent or 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 the
Chargor or on account of the Chargor’s liability under this Deed.





15.6 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,
	 
	 	the Chargor will not, 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 the 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 the Collateral Agent or any other 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.






	 	 	The 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.





15.7 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 the Collateral Agent or any other Secured Party;





					
	 
	 
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	 	(b)	 	No prior security held by the Collateral Agent or any other Secured Party (in
its capacity as such or otherwise) over any Security Asset will merge into this
Security.





15.8 Delivery of documents





	 	 	To the extent the 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,
the Chargor’s obligations hereunder with respect to such delivery shall be deemed satisfied
by the delivery to the Term Loan Collateral Agent.





15.9 Security held by Chargor





	 	 	The Chargor may not, without the prior consent of the Collateral Agent, hold any security
from any other Loan Party in respect of the Chargor’s liability under this Deed. The Chargor
will hold any security held by it in breach of this provision on trust for the Collateral
Agent.





16. MISCELLANEOUS




16.1 Covenant to pay





	 	 	The Chargor must pay or discharge the Secured Obligations in the manner provided for in the
Loan Documents, including any liability in respect of further advances made under the Credit
Agreement.





16.2 Interest





	 	 	If the 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 at the Default Rate.





16.3 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 Obligation.





16.4 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 the Chargor has with any Secured
Party within the Security Period when:






	 	(a)	 	this Security has become enforceable; and
	 
	 	(b)	 	no Secured Obligation is due and payable,





					
	 
	 
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	 	 	 	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.





16.5 Notice of assignment





	 	 	This Deed constitutes notice in writing to the Chargor of any charge or assignment of a debt
owed by the Chargor to any other member of the Group and contained in any Loan Document.





17. 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 Chargor under this Deed
constitute a “security financial collateral arrangement” (in each case for the purpose
of and as defined in the European Communities (Financial Collateral Arrangements)
Regulations 2004 (the “Regulations”) 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 (i) in the case of cash, the amount standing to the credit of
each of the Security Accounts, together with any accrued but unposted interest, at the
time the right of appropriation is exercised; and (ii) in the case of any other asset,
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. In each case, the parties agree that the method of valuation
provided for in this Deed shall constitute a commercially reasonable method of
valuation for the purposes of the Regulations.





18. RELEASE





	 	 	At the end of the Security Period (or as required under the Loan Documents), the Collateral
Agent must, at the request and cost of the Chargor or the Charged Company, take whatever
action is reasonably necessary to release the relevant Security Assets (whether in whole or
in part) from this Security, provided that to the extent that any Security Interests granted
by the Chargor over the Revolving Credit Priority Collateral are released under this Clause,
the Chargor shall take whatever action is required under the Term Loan Security Agreement,
including serving any notice thereunder. In addition, if the Collateral Agent is authorised
to release in whole or in part any Security Asset hereunder pursuant to the terms of the
Credit Agreement, the Collateral Agent is authorised to release such Security Asset under
this Deed.





19. 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.





20. NOTICES




20.1 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.





					
	 
	 
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20.2 Addresses





	 	 	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 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.





20.3 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 Agent’s communication details (or
any substitute department or officer as the Collateral Agent shall specify for this
purpose).





20.4 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 20.2 (Addresses) or changing its own address or fax number,
the Collateral Agent shall notify the other parties.





20.5 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.





21. THE COLLATERAL AGENT AS TRUSTEE





	 	(a)	 	This Deed is a Security Document (as defined in the Security Trust Deed). The
Collateral Agent is party to this Deed in its capacity as collateral agent and trustee
for and on behalf of itself and the Secured Parties pursuant to the terms and
conditions of the Credit Agreement and the Security Trust Deed. As between the
Collateral Agent and the other Secured Parties the terms and conditions of the Security
Trust Deed which apply to the Collateral Agent under that agreement also apply to it as
Collateral Agent under this Deed.





					
	 
	 
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	 	(b)	 	On the terms set out in the Credit Agreement and the Security Trust Deed, the
Collateral Agent declares itself trustee of the security and other rights (including
but not limited to the benefit of the covenants contained herein), titles and interests
constituted by this Deed and of all monies, property and assets paid to the Collateral
Agent or to its order or held by the Collateral Agent or its nominee or received or
recovered by the Collateral Agent or its nominee pursuant to or in connection with this
Deed with effect from the date hereof to hold the same on trust for itself and each of
the Secured Parties absolutely in accordance with their entitlements under the Loan
Documents (save as may otherwise be agreed between the Collateral Agent and the other
Secured Parties from time to time).
	 
	 	(c)	 	All moneys received by the Collateral Agent shall be held by it upon trust for
itself and the Secured Parties according to their respective interests to apply the
same in accordance with Clause 10.
	 
	 	(d)	 	The rights, powers and discretions conferred on the Collateral Agent by this
Deed shall be supplemental to the Trustee Acts of Ireland and in addition to any which
may be vested in the Collateral Agent by the Loan Documents, general law or otherwise.
	 
	 	(e)	 	Each of the Parties agrees that the Collateral Agent shall have only those
duties, obligations and responsibilities expressly specified in this Deed or any other
Loan Document (and no others shall be implied).
	 
	 	(f)	 	Where there are any inconsistencies between the Trustee Acts of Ireland and the
provisions of this Deed, the provisions of this Deed shall, to the extent allowed by
law, prevail.
	 
	 	(g)	 	Any resignation or replacement of the Collateral Agent or any appointment of a
successor to the Collateral Agent shall take effect in accordance with the provisions
of the Credit Agreement and the Security Trust Deed save that no resignation of the
Collateral Agent as trustee hereunder shall take effect unless at least one other
trustee has been appointed.
	 
	 	(h)	 	Upon the occurrence of the Revolving Credit Release Date, the trusts set out in
this Deed shall be wound up. At that time the Collateral Agent shall, at the request
of and at the sole cost of the Chargor, release, without recourse or warranty, all of
the Security then held by it and the Collateral Agent shall be released from its
obligations under this Deed (save for those which arose prior to such winding-up).





22. GOVERNING LAW





	 	 	This Deed and any non-contractual obligations arising out of or in connection with this Deed
are governed by the laws of Ireland.





23.   ENFORCEMENT




23.1 Jurisdiction





	 	(a)	 	The Irish courts have exclusive jurisdiction to settle any dispute in
connection with this Deed.






	 	(b)	 	The Irish courts are the most appropriate and convenient courts to settle any
such dispute in connection with this Deed. The Chargor agrees not to argue to the
contrary





					
	 
	 
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	 	 	 	and waives objection to those courts 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.





23.2 Service of process





	 	(a)	 	The Chargor appoints the Charged Company (at its registered address for the
time being) as its agent under this Deed for service of process in any proceedings
before the Irish courts in connection with this Deed and will procure that the Charged
Company accepts such appointment.
	 
	 	(b)	 	If any person appointed as process agent under this Clause is unable for any
reason to so act, the Chargor must immediately (and in any event within 14 days of such
event taking place) appoint another agent on terms acceptable to the Collateral Agent.
Failing this, the Collateral Agent may appoint another process agent for this purpose.
	 
	 	(c)	 	The Chargor agrees that failure by a process agent to notify it of any process
will not invalidate the relevant proceedings.
	 
	 	(d)	 	This Subclause does not affect any other method of service allowed by law.





23.3 Waiver of immunity





	 	 	The Chargor irrevocably and unconditionally:






	 	(a)	 	agrees not to claim any immunity from proceedings brought by the Collateral
Agent or any other Secured Party against it in relation to this Deed and to ensure that
no such claim is made on its behalf;






	 	(b)	 	consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and






	 	(c)	 	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.





					
	 
	 
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SCHEDULE


SECURITY ASSETS


CHARGED SHARES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of nominee (if	 	 	 	 
	 	 	Name of Charged	 	any) by whom shares	 	 	 	Number of shares
	Chargor	 	Company	 	are held	 	Class of shares held	 	held
	Novelis UK Ltd

(as nominee of 

Novelis Europe 

Holdings Limited)

	 	Novelis Aluminium

Holding Company
	 	 	 	Ordinary Shares of

€0.23626059 each
	 	1






					
	 
	 
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SIGNATORIES




THE CHARGOR



Executed as a Deed by




NOVELIS UK LTD




	 	 	 

	acting through:

	 	Director






Witness:

Name:

Address:

Occupation:




THE COLLATERAL AGENT




Signed by:




Peter M. Walther

Senior Vice President

(Authorised Signatory)

for and on behalf of

BANK OF AMERICA, N.A.

as Collateral Agent

for and on behalf of

the Secured Parties




Witness:

Name:




Address:

Occupation:




 
					
	 
	 
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Exhibit M-7




Execution version




EQUIPMENT AND INVENTORY PLEDGE AGREEMENT



This Equipment And Inventory Pledge Agreement (the “Agreement”) is made by and between:



(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) BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of
the United States of America, having its registered office at 101 S. Tryon Street, Charlotte, NC
28255, enrolled with the National Registry of Legal Entities of the Ministry of Finance (CNPJ/MF)
under No. 05.781.553/0001-42, in its capacity as collateral agent under the Revolving Credit
Agreement (as defined below), hereby represented by its attorney-in-fact (hereinafter referred to
as “Bank of America” or the “Collateral Agent”, and together with Pledgor, hereinafter referred to
as the “Parties”).




WHEREAS:



A) The Collateral Agent and the Pledgor, as a guarantor, have entered into that certain Credit
Agreement dated December 17, 2010 (as may be amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) among inter alios, Novelis Inc. (the “Parent Borrower”), other
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing Bank, the U.S.
Swingline Lender, the Administrative Agent, the Collateral Agent, and the European Swingline Lender
(as such capitalized terms are defined in the Revolving Credit Agreement);



B) Borrowers have requested that Lenders provide a credit facility to Borrowers to finance the
mutual and collective business enterprise of the Loan Parties (as defined in the Revolving Credit
Agreement). Lenders are willing to provide the credit facility on the terms and conditions set
forth in the Revolving Credit Agreement;



C) As a member of the same economic group of the Borrowers, the Pledgor shall receive substantial
direct and indirect economic and non-economic benefits from the facilities made available in the
Revolving Credit Agreement and it is in the corporate interest of the Pledgor to enter into this
Agreement;



NOW THEREFORE, in consideration of the premises contained herein, the Parties hereto agree to enter
into this Agreement, which shall be governed by the following terms and conditions:




					
	 	 	 	 	 
	 
	 	 
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Section I — Definitions



1.1. Capitalised terms used in this Agreement, including the recitals hereto, and not otherwise
defined herein shall have the meaning ascribed to them in the Revolving 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.



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 II — Purpose of the Pledge



2.1. The pledge hereunder is created in order to secure to the Collateral Agent, for the benefit of
the Secured Parties, the Secured Obligations.



2.2 For the purposes of Section 1,424 of the Brazilian Civil Code, the basic terms of Secured
Obligations are those described in Exhibit 1 hereto. In the event of any conflict between
the language of Exhibit 1 and the Revolving Credit Agreement, the Revolving Credit Agreement shall
govern and control.




Section III — Creation of the Pledge



3.1. Pledgor hereby irrevocably grants and pledges to the Collateral Agent, for the benefit of the
Secured Parties, all fixed assets and all inventory located in all locations set forth in Exhibit 2
hereto (“Places of Business”). The fixed assets and inventory are duly described and identified in
Exhibit 3 hereto (collectively, the “Pledged Assets”).



3.2. 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 Pledged Assets, being responsible, however, for
their conservation and maintenance.




Section IV
— Restriction on Transfers and Encumbrances



4.1. 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 the termination of this Agreement, pursuant to Section 14 below.
Notwithstanding the foregoing, the Collateral Agent on behalf of the Secured Parties, shall release
any Pledged Assets if so requested by Pledgor, for purposes of




					
	 	 	 	 	 
	 
	 	 
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allowing the latter to effect an asset sale permitted under the Revolving Credit Agreement, with
due observance of the provisions contained therein.




Section V
— Registration



5.1. Pledgor shall, within 30 (thirty) days after the execution of this Agreement or any amendment
hereto entered into with respect to Section 11 below, register this Agreement, or any such
amendment, as applicable, together with its relevant sworn translation into the Portuguese
language, with the competent Registries of Real Estate of the Cities where the Pledged Assets are
located (Cartórios de Registro de Imóveis), and provide promptly thereafter evidence of any such
registrations in form and substance reasonably satisfactory to the Collateral Agent. All expenses
incurred in connection with such sworn public translation and with such registrations shall be paid
by the Pledgor.




Section VI — Representations and Warranties



6.1 The Pledgor hereby represents and warrants to the Collateral Agent, for its benefit and for the
benefit of the Secured Parties, as follows:





	(a)	 	it has the corporate power and authority to enter into this Agreement, and to comply with and
perform its obligations under this Agreement, as well as it has taken all necessary corporate
acts to authorize the execution of this Agreement and the creation of the pledge in accordance
with the terms set forth herein;






	(b)	 	this Agreement constitutes its valid obligation, legally binding upon it and enforceable
against it in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights
generally;






	(c)	 	the security interest created hereby will, upon completion of the registrations required by
Section 5 hereof, constitute, subject to the Intercreditor Agreement (as defined below), a
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 5 hereof;






	(d)	 	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





					
	 	 	 	 	 
	 
	 	 
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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 as provided for in the next item;





	(e)	 	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 Bank of America, N.A., as Collateral Agent under the
Term Loan Credit Agreement, and Novelis do Brasil Ltda., as of the same date hereof (the “Term
Loan Equipment and Inventory Pledge”); (iii) liens eventually created by operation of law or
judicial proceedings in the future; (iv) those created by judicial proceedings as listed in
Exhibit 6 hereto; and (v) Permitted Liens;
	 
	(f)	 	the Pledged Assets are within full disposition and control of Pledgor; and






	(g)	 	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.





VII — Covenants



7.1. Pledgor covenants with Collateral Agent, on behalf of the Secured Parties, that until
termination of this Agreement, in accordance with Section 14:





	(a)	 	to the extent required by the Revolving Credit Agreement, 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





					
	 	 	 	 	 
	 
	 	 
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	 	 	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
enter into any agreement which may impair their ability to comply with, or which may
prohibit them from complying with, the provisions hereof;






	(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 Discharge of Revolving
Credit 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 9 hereof.





VIII — Records and Inspection



8.1. 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.




IX — Rights and Powers of the Collateral Agent Upon an Event of Default; Remedies



9.1. 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 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 7.1(c)
hereof, irrevocably and irreversibly entitled to dispose of, collect,




					
	 	 	 	 	 
	 
	 	 
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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 (acting reasonably) 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
in accordance with the Revolving Credit Agreement and the Intercreditor Agreement. 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 provided in the
Revolving Credit Agreement and the Intercreditor Agreement, undertaking to return to Pledgor any
amounts in excess of the Secured Obligations.




X — Use of Proceeds



10.1. Any amounts received by 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 and in any case, upon the
Discharge of Revolving Credit Secured Obligations, any amounts in excess of the Secured Obligations
shall be returned to the Pledgor.




XI — Amendments with Respect to the Secured Obligations



11.1. 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 14
hereof, without limitation and without any reservation of rights against Pledgor, and whether
notice is given to Pledgor or not, irrespective of whether:





	(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.





					
	 	 	 	 	 
	 
	 	 
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XII — No Obligation to Protect the Pledged Assets



12.1. 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.




XIII — Pursuit of Rights and Remedies Against Pledgor



13.1. 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.




XIV — Termination and Release



14.1. Upon the Discharge of Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement), then, and only then, shall this Agreement and the security interests and lien created
hereby be released and this Agreement shall terminate, at Pledgor’s expense; otherwise, this
Agreement and the pledge created hereby shall remain in full force and effect.



14.2. No release of this Agreement or of the lien created and evidenced hereby shall be valid
unless executed by the Collateral Agent.



14.3. Upon termination of this Agreement, the Collateral Agent shall, at Pledgor’s request, at
Pledgor’s expense, 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 the security interest and lien created hereby.




XV — Waivers and Amendments



15.1. 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 Administrative Agent.




XVI — Severability



16.1. 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




					
	 	 	 	 	 
	 
	 	 
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of the invalidity,illegality or unenforceability of such provision, and shall not affect any other provisions hereof.




XVII — Authority of the Collateral Agent



17.1. 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.




XVIII — Complete Agreement; Successors and Assigns



18.1. This Agreement, together with the Revolving Credit Agreement and the Intercreditor 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.



18.2. 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.




XIX — Assignment and/or Transfer of the Revolving Credit Agreement



19.1 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 obligated 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 14, provided that it is notified of the assignment and/or transfer by the Collateral Agent.
Pledgor acknowledges and agrees 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.




XX — Waiver of Immunity



20.1 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




					
	 	 	 	 	 
	 
	 	 
	 	REVOLVING CREDIT

EQUIPMENT AND INVENTORY PLEDGE AGREEMENT






8









 





any court or from any legal process (whether through service 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.




Section XXI —No Duty on Collateral Agent’s Part



21.1. 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 their 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.




Section XXII — Notices



22.1. Any communication under or in connection with this Agreement shall be made or delivered to
the following addresses or fax numbers, or to such other address or fax number as may be notified
by the relevant party to the other party in writing:



To Pledgor:



NOVELIS DO BRASIL LTDA.

Avenida das Nações Unidas, 12.551 — 15th floor

Torre Empresarial World Trade Center

São Paulo — SP, Brasil

04578-000

Telefax: 55 11 5503-0714

Attention: Alexandre Moreira Martins de Almeida



To the Collateral Agent:



BANK OF AMERICA, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 1 312-453-5555



22.2. Each party undertakes to notify the other party of any change of address.




Section XXIII — Governing Law



23.1. This Agreement is governed by the laws of the Federative Republic of Brazil.




					
	 	 	 	 	 
	 
	 	 	 	REVOLVING CREDIT

EQUIPMENT AND INVENTORY PLEDGE AGREEMENT






9









 






Section XXIV — Jurisdiction



24.1. The Parties hereto elect the courts of the City of São Paulo, State of São Paulo to resolve
any dispute arising out of or in connection with this Agreement.




Section XXV — Specific Performance



25.1. The Parties agree and acknowledge that this Agreement constitutes a “título 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 XXVI —Construction



26.1. In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In the
event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Revolving Credit Agreement shall govern and control. 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 Intercreditor Agreement, among Novelis Inc.,
Novelis Corporation, Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc.,
Novelis No. 1 Limited Partnership, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC,
Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis Europe Holdings
Limited, Novelis UK Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis
Switzerland SA, Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda.,
Novelis Luxembourg S.A., Novelis PAE, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings or Novelis Inc. from time to time party thereto, Bank of
America, N.A., as Revolving Credit Administrative Agent and as Revolving Credit Collateral Agent
(each as defined in the Intercreditor Agreement), Bank of America, N.A., as Term Loan
Administrative Agent and as Term Loan Collateral Agent (each 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 XXVII — Taxes, Charges and Expenses



27.1. Taxes and Other Taxes, 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, unless otherwise provided for in the
Revolving Credit




					
	 	 	 	 	 
	 
	 	 
	 	REVOLVING CREDIT

EQUIPMENT AND INVENTORY PLEDGE AGREEMENT






10









 




Agreement. 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, unless otherwise provided for in the Revolving Credit Agreement.




Section XXVIII — Other Provisions



28.1. 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.




Section XXIX — Language



29.1 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.




[INTENTIONALLY LEFT IN BLANK]




					
	 	 	 	 	 
	 
	 	 
	 	REVOLVING CREDIT

EQUIPMENT AND INVENTORY PLEDGE AGREEMENT






11









 







IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in the
presence of the undersigned witnesses, in 10 (ten) counterparts of equal content.




São Paulo, December 17, 2010.




					
	 	


NOVELIS DO BRASIL LTDA.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Witnesses:




	 	 	 
	1:

	 	2:
	
 

	 	
 
	Name:

	 	Name:

	ID:

	 	ID:







					
	 	 	 	 	 
	 
	 	 
	 	REVOLVING CREDIT

EQUIPMENT AND INVENTORY PLEDGE AGREEMENT







12









 








Exhibit 1




Basic Terms of the Secured Obligations


For the purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of the Secured
Obligations1 are:



Revolving Credit Agreement2





	a)	 	Principal Amount




Up to US$800,000,000.00 (eight hundred million United States Dollars), such amount subject to
further increase at the request of the Borrower up to $1,000,000,000 (one billion United States
Dollars) in accordance with the terms of the Revolving Credit Agreement.







	b)	 	Termination




Five years from the date hereof. Such termination date may be extended pursuant to the terms of
the Revolving Credit Agreement.





	c)	 	Interest




At the Borrowers’ option, (i) loans denominated in Dollars will bear interest based on the Base
Rate or Adjusted LIBOR Rate (except that all Dollar swingline borrowings will accrue interest based
on the Base Rate), (ii) loans denominated in Sterling or Swiss Francs will bear interest based on
the Adjusted LIBOR Rate, and (iii) loans denominated in Euros will bear interest based on EURIBOR,
each as described below:




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



     B. Eurocurrency Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, the Loans comprising each Eurocurrency Borrowing, including each European
Swingline Loan, 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.





 




			
	1	 	“Secured Obligations” means the “Secured
Obligations” as defined in the Revolving Credit Agreement (as defined
herein).
	 
	2	 	All of the capitalized terms in this Exhibit 1
will have the meanings ascribed to such terms in the Credit Agreement dated
December 17, 2010 (as amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) entered into by and among, inter alios, the
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing
Bank, the U.S. Swingline Lender, the Administrative Agent, the Collateral
Agent, and the European Swingline Lender (as the foregoing capitalized terms
are defined in the Revolving Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Revolving Credit Agreement, the
terms of the Revolving Credit Agreement shall govern and control.




 









 










     C. EURIBOR Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, 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.



     D. Default Rate. Notwithstanding the foregoing, during an Event of Default of the
type specified in Sections 8.01(a), (b), (g) or (h) of the Revolving Credit Agreement, or during
any other Event of Default if the Required Lenders in their discretion so elect by notice to the
Administrative Agent, 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 or (ii) in the case of any other amount, 2% plus the rate
applicable to Base Rate Loans as provided in Section 2.06(a) of the Revolving Credit Agreement (in
either case, the “Default Rate”).



     E. 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) of the Revolving Credit Agreement shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan or a
U.S. 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 or Eurocurrency 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.



     F. 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 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 with
regard to 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 Base Rate, Adjusted EURIBOR Rate or Adjusted LIBOR
Rate shall be determined by the Administrative Agent in accordance with the provisions of the
Revolving Credit Agreement and such determination shall be conclusive absent manifest error.



     G. Currency for Payment of Interest. All interest paid or payable pursuant to Section
2.06 of the Revolving Credit Agreement shall be paid in the Approved Currency in which the Loan
giving rise to such interest is denominated.



 









 





Exhibit 2




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 802

Centro

Belo Horizonte, MG

CEP 30110-907

Brazil
	 
	g)	 	Hydropower Plant — Fumaça:

Est. Miguel Rodrigues A Barroca S/no — Cachoeira do

Brumado

Mariana, MG

CEP 35424-000

Brazil




 









 












	h)	 	Hydropower Plant — Furquim:

Estrada de Acesso à 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
	 
	l)	 	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
	 
	 	 	Consórcio Candonga Office

Av. Caetano Marinho, 216

Ponte Nova — MG

CEP 35430-001

Brazil
	 
	m)	 	Warehouse — Aratu

Via Matoim s/no — Aratu

Candeias, BA

CEP 43800-000

Brazil





 









 











Exhibit 3




List of Equipment and Inventory



 









 





Exhibit 4




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, hereby represented in accordance with its articles of association by its
undersigned legal representatives (hereinafter referred to as “Appointer”) irrevocably constitutes
and appoints BANK OF AMERICA, N.A., a national banking association organized and existing under the
laws of the United States of America, having its registered office at 101 South Tryon Street,
Charlotte, NC 28255, in its capacity as Collateral Agent under the Revolving Credit Agreement, as
its attorney-in-fact (“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 December 17, 2010,
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, the
Revolving Credit Agreement and the Intercreditor Agreement, as applicable, as the Collateral Agent
may deem necessary or advisable to accomplish the purposes of the Agreement; provided that, in the
event of a conflict between the Agreement and the Revolving Credit Agreement, the Revolving Credit






 









 







Agreement shall govern and control; in the event of a conflict between the Agreement and the
Intercreditor Agreement, the Intercreditor Agreement shall govern and control; and in the event of
a conflict between the Intercreditor Agreement and the Revolving Credit Agreement, the
Intercreditor Agreement shall govern and control; and



(d) The compliance by the Collateral Agent with 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 effective as of December 17, 2010.



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, December 17, 2010.




NOVELIS DO BRASIL LTDA.




	 	 	 
	 
	 

	 	 
	Name:

	 	Name:
	Title:

	 	Title:






 









 






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., 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) BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of
the United States of America, having its office at 135 South LaSalle Street, Suite 1656, Chicago,
Illinois 60603, in its capacity as collateral agent under the Revolving Credit Agreement, hereby
represented by its attorney-in-fact (hereinafter referred to as “Bank of America” or “Collateral
Agent”, and together with the Pledgor, hereinafter referred to as the “Parties”).




     WHEREAS, on December 17, 2010 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 priority security interest in the Additional
Pledged Assets (as defined below), subject to the Intercreditor Agreement;



     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 3 of the
Agreement or any prior Amendment thereto) (the “Additional 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 Additional 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 Additional 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.









 









 







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 favor 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 5 of the Agreement are executed, a licit,
valid and perfected security interest upon the Additional Pledged 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.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



					
	 	


BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Witnesses:




	 	 	 

	1:
 

     Name:

	 	2: 

     Name:
	ID:

	 	ID:







 









 






Exhibit 6




List of Assets Subject to Liens Created by Judicial Proceedings




 











 





Execution version




FIRST DEMAND GUARANTEE AGREEMENT




NOVELIS DO BRASIL LTDA.



By this First Demand Guarantee Agreement and in the best form of the law, the parties:




(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 “Guarantor” or “Novelis
do Brasil”); and




(b) BANK OF AMERICA, N.A., a national banking association organized and existing under the laws
of the United States of America, having its registered office at 101 South Tryon Street,
Charlotte, NC 28255, in its capacity as collateral agent under the Revolving Credit Agreement
(as defined below), hereby represented by its attorney-in-fact (hereinafter referred to as
“Bank of America” or the “Collateral Agent”, and together with the Guarantor, hereinafter
referred to as the “Parties”).




WHEREAS:




A) The Collateral Agent and the Guarantor, as a guarantor, have entered into that certain Credit
Agreement dated December 17, 2010 (as may be amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) among inter alios, Novelis Inc. (the “Parent Borrower”), other
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing Bank, the U.S.
Swingline Lender, the Administrative Agent, the Collateral Agent, and the European Swingline Lender
(as such capitalized terms are defined in the Revolving Credit Agreement);




B) Borrowers have requested that Lenders provide a credit facility to Borrowers to finance the
mutual and collective business enterprise of the Loan Parties (as defined in the Revolving Credit
Agreement). Lenders are willing to provide the credit facility on the terms and conditions set
forth in the Revolving Credit Agreement;




C) As a member of the same economic group of the Borrowers, the Guarantor shall receive substantial
direct and indirect economic and non-economic benefits from the facilities made available in the
Revolving Credit Agreement and it is in the corporate interest of the Guarantor to enter into this
agreement;




D) It is a condition precedent to the Revolving Credit Agreement that the Guarantor shall have
executed and delivered this First Demand Guarantee Agreement (“Guarantee”) to the Collateral Agent;




NOW THEREFORE, in consideration of the premises contained herein, the Parties hereto agree to enter
into this Guarantee, which shall be governed by the following terms and conditions:




Section I — Definitions




1.1. In this Guarantee:




REVOLVING CREDIT

GUARANTEE AGREEMENT




1









 








     (a) Capitalized terms not defined in this Guarantee, including the recitals hereto, 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 Guarantee shall be construed as references
to the Collateral Agent acting on behalf of the Secured Parties.



     (c) Any references to a Person in this Guarantee 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.



1.2 All references to sections and exhibits in this Guarantee are references to sections and
exhibits of this Guarantee, except if expressly stated otherwise.




Section II — First Demand Guarantee




2.1. The Guarantor hereby, jointly and severally, irrevocably, absolutely and unconditionally
grants a first demand guarantee to secure to the Collateral Agent, for the benefit of the Secured
Parties, the Guaranteed Obligations.




2.2. Without prejudice to the foregoing provisions and to the extent permitted under applicable
Brazilian laws and regulations, upon the occurrence and during the continuation of an Event of
Default under the Revolving Credit Agreement, the Guarantor shall forthwith upon demand by the
Collateral Agent immediately pay to the Collateral Agent, in the currency prescribed in, and
pursuant to, the Revolving Credit Agreement, the monies in respect of which such default shall have
occurred.




2.3. This Guarantee shall be a first demand and continuing guarantee and shall remain in full force
and effect until the date of the Discharge of Revolving Credit Secured Obligations (as defined in
the Intercreditor Agreement). Accordingly, the Secured Obligations shall not be discharged except
by performance and then only to the extent of such performance. Such Secured Obligations shall not
be subject to any prior notice to, demand upon or action against the Borrowers, or to any prior
notice to the Guarantor with regard to any default by the Borrowers, and shall not be affected or
impaired by any of the following: (i) any extension of time, forbearance or concession given to the
Borrowers; (ii) any assertion of, or failure to assert, or delay in asserting, any right, power or
remedy against the Borrowers, or in respect of any security for the Revolving Credit Agreement;
(iii) any modification or amplification of the provisions of the Revolving Credit Agreement or of
any other agreement or Loan Documents between the Lenders and the Borrowers; (iv) any failure of
the Borrowers to comply with any requirement of any law, regulation or order; (v) the dissolution,
liquidation, reorganization or any other alteration of the legal structure of the Borrowers; (vi)
any purported or actual assignment of the Revolving Credit Agreement to any other party; (vii) any
invalidity or unenforceability of the Revolving Credit Agreement or any of their provisions; or
(viii) any other circumstance (other than complete payment and termination of commitments by or on
behalf of the Borrowers, the Guarantor or any other Guarantor) which might otherwise constitute a
legal or equitable discharge or defense of a surety or a guarantor.




2.4. If the Guarantor shall at any time make payment to the Collateral Agent of an amount less than
the full amount then due and payable to the Collateral Agent under this Guarantee, the Collateral
Agent shall have the right to allocate and apply such payment in any way or manner, subject to the
terms of the Intercreditor Agreement,




REVOLVING CREDIT

GUARANTEE AGREEMENT




2









 








and for such purpose or purposes as the Collateral Agent in its sole discretion shall determine
notwithstanding any instruction that the Guarantor may give to the contrary and the Guarantor shall
continue to be liable for the entirety of the Secured Obligations.




2.4.1. If any monies shall have become payable or shall have been paid by the Guarantor under this
Guarantee, the Guarantor shall not, in respect of such monies, seek to enforce repayment or any
other rights or legal remedies of any kind which may accrue to the Guarantor against the Borrowers,
whether by way of subrogation or otherwise, in respect of the amount so payable or so paid or in
respect of any other monies for the time being due to the Guarantor from the Borrowers so long as
any monies remain owing to the Lenders under the Revolving Credit Agreement and in the event of the
liquidation or winding up of the Borrowers, the Guarantor will not prove in competition with the
Collateral Agent in respect of any monies owing to the Guarantor by the Borrowers on any account
whatsoever but shall assist the Collateral Agent with the proof of all monies to be received in
respect thereof until all monies now or hereafter owing under the Revolving Credit Agreement shall
have been fully paid.




2.5. Absent manifest calculation and communication error, a certificate by an officer of the
Collateral Agent as to the amounts of principal of, and interest under the Revolving Credit
Agreement, or any other amount due and payable at any time by the Borrowers under the Revolving
Credit Agreement shall be binding upon the Guarantor and shall be conclusive evidence in any legal
proceedings with respect to this Guarantee. The Guarantor hereby waives all requirements as to
diligence, presentment, demand of payment, protest or notice of any kind with respect to the
Revolving Credit Agreement.




2.6. Payment obligations of the Guarantor pursuant to this Guarantee will be satisfied only if and
in so far as, after deduction of all costs and expenses, the respective amount is credited in
United States Dollars, by no later than 9:00 a.m. EST on its due date to the bank account notified
to the Guarantor not later than 7 (seven) days prior to the respective obligation falling due.




2.7. The Guarantor waives and shall not exercise any and all rights, benefits and privileges
granted to guarantors which might otherwise be deemed applicable, including but not limited to the
rights, benefits 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.




Section III — Registration




3.1. The Guarantor hereby undertakes to arrange for this Guarantee to be translated into Portuguese
by a sworn public translator and further undertakes to obtain the registration of this Guarantee
with the competent Registry of Deeds and Documents within 20 (twenty) days as of its execution
date, as provided for by Article 129, third paragraph and Article 130 of Law No. 6.105, of December
31, 1973, and provide satisfactory evidence of such registration to the Collateral Agent no later
than 10 (ten) days counting from the registration of this Guarantee. Any and all costs, expenses,
duties and taxes related to the execution and the registration of this Guarantee shall be borne
solely by the Guarantor.




3.2. The Guarantor shall comply with any other requirement, and furnish evidence thereof to the
Collateral Agent, of any applicable law which may in the future come into force, necessary for the
preservation, creation, perfection and priority in full of the guarantee created hereunder.




REVOLVING CREDIT

GUARANTEE AGREEMENT




3









 








Section IV — Representations and Warranties




4.1. The Guarantor hereby represents and warrants to and covenants with the Collateral Agent:




     (i) that the Guarantor has the corporate power to, and all necessary corporate and other
action has been taken to authorize it to execute and deliver this Guarantee and to perform fully
and completely all its obligations and liabilities hereunder;



     (ii) that the execution, delivery and performance by the Guarantor of this Guarantee will not
violate any provision of any existing law or regulation or order or decree of any court,
governmental authority, bureau or agency or of the charter or by-laws of the Guarantor or of any
contract, undertaking or agreement to which the Guarantor is a party or which purports to be
binding upon the Guarantor or any of its property or assets and will not result in the imposition
or creation of any lien, charge or encumbrance on, or security interest in, any part thereof
pursuant to the provisions of any such contract, undertaking or agreement;



     (iii) that this Guarantee constitutes a valid obligation of the Guarantor, legally binding
upon it and enforceable in accordance with its terms.



Section V — Miscellaneous




5.1. Should any provision of this Guarantee be or become invalid or unenforceable for any reason,
the validity of the remaining provisions shall not thereby be affected. In such case the parties to
this Guarantee shall without delay replace the invalid or unenforceable provision by a legally
valid and enforceable one which comes as close as possible to that of the invalid provision.




5.2. Any waiver by either party of a breach of any provision in this Guarantee shall not be
considered as a waiver of any subsequent breach of the same or any other provision hereof, or as an
Event of Default or an amendment to any other condition or term in this Guarantee.




5.3. No amendment to this Guarantee, including to this provision, shall be valid and binding except
if made in writing and signed by the relevant parties, and duly registered in accordance with
Section III above.




5.4. This Guarantee binds and inures for the benefit of the parties hereto, as well as their heirs
and successors and permitted assignees. Any obligation under this Guarantee may be transferred or
assigned, provided however that any transfer by the Guarantor is subject to the prior written
consent of the Collateral Agent.




5.5. Any and all notices or any other communications required or allowed under this Guaranty 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:




     To the Guarantor:



REVOLVING CREDIT

GUARANTEE AGREEMENT




4









 







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




To the Collateral Agent:




BANK OF AMERICA, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 1 312-453-5555



5.5.1. Each party undertakes to notify the other party of any change of address.




5.6. This Guarantee and any amendment hereto shall be executed solely in the English language.




5.7. The Guarantor shall furnish or cause to be furnished to the Collateral Agent evidence, in form
and substance satisfactory to the Collateral Agent, of the authority of the person or persons who
will, on behalf of the Guarantor, sign this Guarantee or take any other action or execute any other
document required or permitted to be taken or executed under this Guarantee, and the authenticated
specimen signature of each such person.




5.8. The Guarantor shall, upon receipt of notice from the Collateral Agent, pay all taxes
(including stamp taxes), duties, fees or other charges payable on or in connection with the
execution, issue, delivery, registration or notarization of this Guarantee and shall reimburse the
Collateral Agent or their assigns for any such taxes, duties, fees or other charges paid by the
Collateral Agent or its assignees, unless otherwise provided for in the Revolving Credit Agreement.




5.9. The provisions of Sections 2.12 (with respect to Taxes), 2.15, 2.16 and 7.10 of the Revolving
Credit Agreement are hereby incorporated, mutatis mutandi, and shall apply to this Guarantee, the
Guarantor, the Lenders, the Collateral Agent and the Administrative Agent as if set forth herein.




5.10. In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In the
event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Revolving Credit Agreement shall govern and control. 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 Intercreditor Agreement, among Novelis Inc.,
Novelis Corporation, Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc.,
Novelis No. 1 Limited Partnership, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC,
Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis Europe Holdings
Limited, Novelis UK Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis
Switzerland SA, Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda.,




REVOLVING CREDIT

GUARANTEE AGREEMENT




5









 








Novelis Luxembourg S.A., Novelis PAE, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings or Novelis Inc. from time to time party thereto, Bank of
America, N.A., as Revolving Credit Administrative Agent and as Revolving Credit Collateral Agent
(each as defined in the Intercreditor Agreement), Bank of America, N.A., as Term Loan
Administrative Agent and as Term Loan Collateral Agent (each 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.




5.11. This Guarantee may be executed in 5 (five) identical counterparts, each of which shall be
deemed an original, but all of which together constitute one and the same Guarantee.




5.12. The validity of this Guarantee, as well as the relationship among the parties hereto shall be
governed by the laws of the Federative Republic of Brazil. The parties hereto irrevocably agree to
submit to the exclusive jurisdiction of the courts sitting in the City of São Paulo, State of São
Paulo, Brazil, with the exclusion of any other, no matter how privileged it may be, in any action
or proceeding to resolve any dispute or controversy related to or arising from this Guarantee.




[INTENTIONALLY LEFT IN BLANK]




REVOLVING CREDIT

GUARANTEE AGREEMENT





6









 








IN WITNESS WHEREOF, the Parties hereto have caused this Guarantee to be duly executed in the
presence of the undersigned witnesses, in 5 (five) counterparts of equal content.




São Paulo, December 17, 2010.




	 	 	 	 	 
	 	

NOVELIS DO BRASIL LTDA.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 	 	 	 	 

	Witnesses:

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1:

	 	 	 	 	 	2:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:
	 

	 	ID:
	 	 	 	 	 	ID:






REVOLVING CREDIT

GUARANTEE AGREEMENT





7











 





Execution version




ACCOUNTS PLEDGE AGREEMENT



This Accounts Pledge Agreement (the “Agreement”) is made by and between:



(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) BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of
the United States of America, having its registered office at 101 South Tryon Street, Charlotte, NC
28255, in its capacity as collateral agent under the Revolving Credit Agreement (as defined below),
hereby represented by its attorney-in-fact (hereinafter referred to as “Bank of America” or the
“Collateral Agent”, and together with the Pledgor, hereinafter referred to as the “Parties”).




WHEREAS:



A) The Collateral Agent and the Pledgor, as a guarantor, have entered into that certain Credit
Agreement dated December 17, 2010 (as may be amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) among inter alios, Novelis Inc. (the “Parent Borrower”), other
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing Bank, the U.S.
Swingline Lender, the Administrative Agent, the Collateral Agent, and the European Swingline Lender
(as such capitalized terms are defined in the Revolving Credit Agreement);



B) Borrowers have requested that Lenders provide a credit facility to Borrowers to finance the
mutual and collective business enterprise of the Loan Parties (as defined in the Revolving Credit
Agreement). Lenders are willing to provide the credit facility on the terms and conditions set
forth in the Revolving Credit Agreement;



C) As a member of the same economic group of the Borrowers, the Pledgor shall receive substantial
direct and indirect economic and non-economic benefits from the facilities made available in the
Revolving Credit Agreement and it is in the corporate interest of the Pledgor to enter into this
Agreement;



NOW THEREFORE, in consideration of the premises contained herein, the Parties hereto agree to enter
into this Agreement, which shall be governed by the following terms and conditions:




Section I — Definitions




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT





1









 







1.1. Capitalised terms used in this Agreement, including in the recitals hereto, and not otherwise
defined herein shall have the meaning ascribed to them in the Revolving 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.



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 II — Purpose of the Pledge



2.1. The pledge hereunder is created in order to secure to the Collateral Agent, for the benefit of
the Secured Parties, the Secured Obligations.



2.2 For the purposes of Section 1,424 of the Brazilian Civil Code, the basic terms of Secured
Obligations are those described in Exhibit 1 hereto. In the event of any conflict between the
language of Exhibit 1 and the Revolving Credit Agreement, the Revolving Credit Agreement shall
govern and control.




Section III — Creation of the Pledge



3.1. Pledgor hereby irrevocably grants and pledges to the Collateral Agent, for the benefit of the
Secured Parties, the credit rights of Pledgor against the depository banks listed in Exhibit 2
hereto (the “Depositary Banks”), with respect to all and any monies deposited in the bank accounts
held by Pledgor with such Depositary Banks less the amount of R$1,000,000.00 (one million reais)
per bank account (equivalent to approximately US$600,000.00 on the date hereof). The bank accounts
are duly described and identified in Exhibit 2 hereto (the “Pledged Accounts”).




Section IV
— Registration



4.1. Pledgor shall, within 20 (twenty) days after the execution of this Agreement or any amendment
hereto entered into with respect to Section 10 below, register this Agreement, or any such
amendment, as applicable, together with its relevant sworn translation into the Portuguese
language, with the competent Registry of Deeds and Documents (Cartórios de Títulos e Documentos),
and provide promptly thereafter evidence of any such registrations in form and substance reasonably
satisfactory to the Collateral Agent. All expenses incurred in connection with such sworn public
translation and with such registrations shall be paid by the Pledgor.




Section V — Representation and Warranties




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT






2









 







5.1. The Pledgor hereby represents and warrants to the Collateral Agent, for its benefit and for
the benefit of the Secured Parties, as follows:





	a)	 	it has the corporate power and authority to enter into this Agreement, and to comply with and
perform its obligations under this Agreement, as well as it has taken all necessary corporate
acts to authorize the execution of this Agreement and the creation of the pledge in accordance
with the terms set forth herein;
	 
	b)	 	this Agreement constitutes its valid obligation, legally binding upon it and enforceable
against it in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights
generally;
	 
	c)	 	neither the execution and delivery of this Agreement nor the compliance with its terms will
constitute a breach of its Articles of Association or any other corporate documents, as well
as it will not constitute a breach or a default under any other agreement to which it is a
party;
	 
	d)	 	no registration, request, authorization or filing of any kind before any governmental body or
agency or any third party is required in connection with: (i) the creation and maintenance of
the pledge by Pledgor over the Pledged Accounts in accordance with this Agreement, or to the
execution and delivery of this Agreement; (ii) the validity and enforceability of this
Agreement; (iii) the exercise by the Collateral Agent of the rights established in this
Agreement, except for the registration requirements mentioned in Section 4 above;
	 
	e)	 	it is not engaged in or threatened by any litigation, investigation or process before any
arbitration, judicial or administrative court, the outcome of which might adversely and
materially affect its financial condition, the creation of the security established in this
Agreement or the accomplishment of its obligations hereunder;
	 
	f)	 	it is not threatened to become insolvent or unable to pay its debts as they mature, it has
not been, and it is not threatened to be, declared insolvent or impediment of any legal nature
is declared; and
	 
	g)	 	it is the legal owner of monies deposited in the Pledged Accounts, which are free and clear
of any liens of whatever kind or claims of others except for (i) the pledge created under this
Agreement; (ii) the pledge created under the Accounts Pledge Agreement entered into by and
between Bank of America N.A., as collateral agent under the Term Loan Credit Agreement and
Novelis do Brasil Ltda, as of the same date hereof (the “Term Loan Credit Accounts Pledge
Agreement”); and (iii) Permitted Liens.





Section VI — Covenants



6.1. Pledgor covenants with Collateral Agent, on behalf of the Secured Parties, that until
termination of this Agreement, in accordance with Section 12:





	(a)	 	except as permitted under the Revolving Credit Agreement, Pledgor shall not constitute over
the Pledged Accounts any liens or encumbrances, except for the





REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT





3









 









	 	 	pledge created under this Agreement, and for the pledge created under the Term Loan Credit
Accounts Pledge Agreement;






	(b)	 	upon a written request by the Collateral Agent in accordance with the Revolving Credit
Agreement, Pledgor shall perform, at its own expenses, any act and shall execute any and all
documents necessary to preserve the rights and powers of Collateral Agent granted herein; and
	 
	(c)	 	unless provided for in the Revolving Credit Agreement, Pledgor undertakes to maintain the
Collateral Agent duly indemnified against any and all proved liabilities, costs and expenses
(including, but not limited to, attorney’s fees and legal expenses) related to or deriving
from: (i) any delay in the payment of all taxes that may accrue or be due in relation to any
part of the Pledged Accounts; (ii) any breach by Pledgor of any of its statements set forth in
Section 5 of this Agreement or of the commitments assumed in this Section 6 and in any other
provisions of this Agreement; or (iii) the creation, perfection or enforcement of the pledge
over the Pledged Accounts (including, but not limited to, the proceedings set forth in Section
3). 





Section VII — Notice to the Depositary Banks



7.1. Pledgor hereby undertakes to deliver a notice to each of the Depositary Banks, substantially
in the form attached to this Agreement as Exhibit 4, immediately after the execution of this
Agreement, informing each of the Depositary Banks of the execution and delivery of this Agreement
and of the pledge created hereunder. Pledgor also undertakes to, using commercially reasonable
efforts, deliver to the Collateral Agent confirmation of the receipt and acknowledgement by each of
the Depositary Banks of such notice, within 5 (five) business days as of the receipt by Pledgor of
the “Acknowledged by” of such notice from each of the Depositary Banks.



7.2. Upon the occurrence and during the continuation of an Event of Default (as evidenced by a
written notice from the Collateral Agent to each of the Depositary Banks irrespective of any notice
to the contrary from Pledgor), Pledgor hereby agrees that each of the Depositary Banks shall only
act pursuant to the instructions received from the Collateral Agent on behalf of the Secured
Parties with respect to the Pledged Accounts.



7.3. Nothing contained herein shall prevent the Collateral Agent upon the occurrence and
continuation of a Event of Default (as evidenced by a written notice from the Collateral Agent to
each of the Depositary Banks irrespective of any notice to the contrary from Pledgor) from
instructing any of the Depositary Banks, from time to time, in relation to the Pledged Accounts.




Section VIII — Enforcement of the Security



8.1. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent
may, regardless of any judicial or extra judicial notice, retain the funds from the Pledged
Accounts to repay or settle the Secured Obligations in accordance with the Revolving Credit
Agreement and the Intercreditor Agreement (as defined below), returning any remaining funds
deposited in the Pledged Accounts to Pledgor.



8.2. In due observance of the Intercreditor Agreement, the funds derived from the




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT




4









 







enforcement of the Pledged Accounts shall be applied to the satisfaction of the Secured
Obligations, including, without limitation, expenses incurred in connection with the enforcement of
the pledge created hereunder. The Collateral Agent shall return to Pledgor the remaining excess, if
any, in the form of cash in this case, in accordance of Section 1,435, item V of the Brazilian
Civil Code.



8.3. As a means of complying with the obligations set forth herein, the Pledgor 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 3 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 date of the Discharge of Revolving Credit
Secured Obligations (as defined in the Intercreditor Agreement).




Section IX — Use of Proceeds



9.1. Any amounts received by 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, and in any case, any
amounts in excess of the Secured Obligations shall return to Pledgor.




Section X — Amendments with Respect to the Secured Obligations



10.1. Pledgor shall remain obligated hereunder, and the Pledged Accounts shall remain subject to
the pledge granted hereby, at all times until termination of this Agreement pursuant to Section 12
hereof, without limitation and without any reservation of rights against Pledgor, and whether
notice is given to Pledgor or not, irrespective of whether:





	(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.





Section XI — Pursuit of Rights and Remedies Against Pledgor



11.1. 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




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT






5









 







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.




Section XII — Termination and Release



12.1. Upon the Discharge of Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement), then, and only then, shall this Agreement and the security interests and lien created
hereby be released and this Agreement shall terminate, at Pledgor’s expense; otherwise, this
Agreement and the pledge created hereby shall remain in full force and effect.



12.2. No release of this Agreement or of the lien created and evidenced hereby shall be valid
unless executed by the Collateral Agent.



12.3. Upon termination of this Agreement, the Collateral Agent shall, at Pledgor’s request, at
Pledgor’s expense, 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 security interest and lien created hereby.




Section XIII — Waivers and Amendments



13.1. 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 Administrative Agent.




Section XIV — Severability



14.1. 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.




Section XV — Authority of the Collateral Agent



15.1. 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 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.




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT






6









 








Section XVI — Complete Agreement; Successors and Assigns



16.1. This Agreement, together with the Revolving Credit Agreement and the Intercreditor 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.



16.2. 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.




Section XVII — Assignment and/or Transfer of the Revolving Credit Agreement



17.1 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 obligated under the terms of this
Agreement and the Pledged Accounts 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 12, provided that it is notified of the assignment and/or transfer by the Collateral Agent.
Pledgor acknowledges and agrees 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.




Section XVIII — Waiver of Immunity



18.1 To the extent that Pledgor has or hereafter may be entitled to claim or may acquire, for
itself or for any of the Pledged Accounts, any immunity from suit, jurisdiction of any court or
from any legal process (whether through service 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.




Section XIX
— No Duty on Collateral Agent’s Part



19.1. The powers conferred on Collateral Agent hereunder are solely to protect the Collateral
Agent’s and the Secured Parties’ interests in the Pledged Accounts 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 their 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.




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT







7









 








Section XX — Notices



20.1. Any communication under or in connection with this Agreement shall be made or delivered to
the following addresses or fax numbers, or to such other address or fax number as may be notified
by the relevant party to the other party in writing:



To Pledgor:



NOVELIS DO BRASIL LTDA.

Avenida das Nações Unidas, 12.551 — 15th floor

Torre Empresarial World Trade Center

São Paulo — SP, Brasil

04578-000

Telefax: 55 11 5503-0714

Attention: Alexandre Moreira Martins de Almeida



To the Collateral Agent:



BANK OF AMERICA, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 1 312-453-5555



20.2. Each party undertakes to notify the other party of any change of address.




Section XXI — Governing Law



21.1. This Agreement is governed by the laws of the Federative Republic of Brazil.




Section XXII
— Jurisdiction



22.1. The Parties hereto elect the courts of the City of São Paulo, State of São Paulo to resolve
any dispute arising out of or in connection with this Agreement.




Section XXIII — Specific Performance



23.1. The Parties agree and acknowledge that this Agreement constitutes a “título 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.




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT




8









 








Section XXIV — Construction



24.1. In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In the
event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Revolving Credit Agreement shall govern and control. 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 Intercreditor Agreement, among Novelis Inc.,
Novelis Corporation, Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc.,
Novelis No. 1 Limited Partnership, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC,
Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis Europe Holdings
Limited, Novelis UK Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis
Switzerland SA, Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda.,
Novelis Luxembourg S.A., Novelis PAE, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings or Novelis Inc. from time to time party thereto, Bank of
America, N.A., as Revolving Credit Administrative Agent and as Revolving Credit Collateral Agent
(each as defined in the Intercreditor Agreement), Bank of America, N.A., as Term Loan
Administrative Agent and as Term Loan Collateral Agent (each 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 XXV — Taxes, Charges and Expenses



25.1. Taxes and Other Taxes, 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, unless otherwise provided for in the
Revolving Credit Agreement. 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,
unless otherwise provided for in the Revolving Credit Agreement.




Section XXVI — Other Provisions



26.1. 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.




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT




9









 








Section XXVII — Language



27.1 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.




REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT






10









 








     IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized representatives,
have caused this Agreement to be signed in 5 (five) identical counterparts, in their respective
names and to be delivered as of the day and year first above written.



São Paulo, December 17, 2010.




	 	 	 	 	 
	 	NOVELIS DO BRASIL LTDA.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Witnesses:




	 	 	 	 	 	 	 	 	 

	1:

	 	 	 	 	 	2:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:
	 

	 	ID:
	 	 	 	 	 	ID:






REVOLVING CREDIT

ACCOUNTS PLEDGE AGREEMENT






11









 










Exhibit 1




Basic Terms of the Secured Obligations


For the purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of the Secured
Obligations1 are:



Revolving Credit Agreement2



a) Principal Amount



Up to US$800,000,000.00 (eight hundred million United States Dollars), such amount subject to
further increase at the request of the Borrower up to $1,000,000,000 (one billion United States
Dollars) in accordance with the terms of the Revolving Credit Agreement.



b) Termination



Five years from the date hereof. Such termination date may be extended pursuant to the terms of
the Revolving Credit Agreement.



c) Interest



At the Borrowers’ option, (i) loans denominated in Dollars will bear interest based on the Base
Rate or Adjusted LIBOR Rate (except that all Dollar swingline borrowings will accrue interest based
on the Base Rate), (ii) loans denominated in Sterling or Swiss Francs will bear interest based on
the Adjusted LIBOR Rate, and (iii) loans denominated in Euros will bear interest based on EURIBOR,
each as described below:




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



     B. Eurocurrency Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, the Loans comprising each Eurocurrency Borrowing, including each European
Swingline Loan, 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.





 




			
	1	 	“Secured Obligations” means the “Secured
Obligations” as defined in the Revolving Credit Agreement (as defined herein).
	 
	2	 	All of the capitalized terms in this Exhibit 1
will have the meanings ascribed to such terms in the Credit Agreement dated
December 17, 2010 (as amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) entered into by and among, inter alios, the
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing
Bank, the U.S. Swingline Lender, the Administrative Agent, the Collateral
Agent, and the European Swingline Lender (as the foregoing capitalized terms
are defined in the Revolving Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Revolving Credit Agreement, the
terms of the Revolving Credit Agreement shall govern and control.




 









 










     C. EURIBOR Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, 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.



     D. Default Rate. Notwithstanding the foregoing, during an Event of Default of the
type specified in Sections 8.01(a), (b), (g) or (h) of the Revolving Credit Agreement, or during
any other Event of Default if the Required Lenders in their discretion so elect by notice to the
Administrative Agent, 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 or (ii) in the case of any other amount, 2% plus the rate
applicable to Base Rate Loans as provided in Section 2.06(a) of the Revolving Credit Agreement (in
either case, the “Default Rate”).



     E. 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) of the Revolving Credit Agreement shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan or a
U.S. 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 or Eurocurrency 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.



     F. 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 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 with
regard to 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 Base Rate, Adjusted EURIBOR Rate or Adjusted LIBOR
Rate shall be determined by the Administrative Agent in accordance with the provisions of the
Revolving Credit Agreement and such determination shall be conclusive absent manifest error.



     G. Currency for Payment of Interest. All interest paid or payable pursuant to Section
2.06 of the Revolving Credit Agreement shall be paid in the Approved Currency in which the Loan
giving rise to such interest is denominated.



 









 





Exhibit 2




Pledged Accounts



	 	 	 	 	 	 	 	 	 
	OWNER	 	ACCOUNT	 	BANK	 	BRANCH	 	ACCOUNT NUMBERS
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Brasil	 	3400	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	2372	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	2372	 	  
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Itau S/A	 	0912	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Caixa	 	2926	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Citibank	 	0001	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Citibank	 	0001	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Unibanco AIG	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Unibanco AIG	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Unibanco AIG	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Brasil	 	0088	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Real	 	0251	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	ItaúBBA Nassau	 	0001	 	 






 









 








Exhibit 3




Form of Power of Attorney


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 “Grantor”) irrevocably constitutes
and appoints BANK OF AMERICA, N.A., a national banking association organized and existing under the
laws of the United States of America, having its office at 101 South Tryon Street, Charlotte, NC
28255, in its capacity as Collateral Agent under the Revolving Credit Agreement, as its
attorney-in-fact (“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 Accounts
Pledge Agreement, dated December 17, 2010 entered into by and among the Grantor and the Collateral
Agent (as representative of the Secured Parties) (together with its respective modifications and
amendments, “Accounts Pledge Agreement”), and pursuant to the terms of such Accounts Pledge
Agreement, upon the occurrence and during the continuation of an Event of Default to, without
limitation:



(a) collect and dispose of the amounts received in connection with the Pledged Accounts;



(b) (i) apply the amounts received in connection with the Pledged Accounts to the total or partial
repayment of any amount due and payable to the Collateral Agent by the Borrowers under the
Revolving Credit Agreement, (ii) deduct all expenses incurred in relation to the Accounts Pledge
Agreement and returning the excess, if any, to the Pledgor, with due regard to the terms and
conditions of the Revolving Credit Agreement, the Intercreditor Agreement and the Accounts Pledge
Agreement, (iii) make all remittances abroad in respect of the Secured Obligations, and (iv) sign
any necessary foreign exchange contract with financial institutions in Brazil that may be required
and to represent the Pledgor before the Brazilian Central Bank when necessary to accomplish the
purposes of the Accounts 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 Accounts 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
Accounts Pledge Agreement.



The powers granted herein are in addition to the powers granted by the Grantor to Attorney-in-Fact
in the Accounts Pledge Agreement and do not cancel or revoke any of such powers.



This power of attorney is granted as a condition to the Accounts 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 is effective as of December 17, 2010.







 









 







This power of attorney shall remain valid until the Accounts Pledge Agreement is terminated in
accordance with its terms.



São Paulo, December 17, 2010.




NOVELIS DO BRASIL LTDA.




	 	 	 	 	 	 	 

	 
	 

Name:

	 	 	 	 

Name:
	 	 
	Title:

	 	 	 	Title:	 	 






 









 








Exhibit 4




Form of Notice



[Novelis do Brasil’s letterhead]




[***DATE***]




     To

     [include name of the bank]



          Ref.: Accounts Pledge Agreement (the “Agreement”), dated December 17, 2010, 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 BANK OF AMERICA, N.A., a national banking
association organized and existing under the laws of the United States of America, having its
office at 101 South Tryon Street, Charlotte, NC 28255, in its capacity as collateral agent on
behalf of the Secured Parties under the Revolving Credit Agreement (hereinafter referred to as
“Bank of America” or “Collateral Agent”).


Dear Sirs:




     Please be advised that, pursuant to the Agreement referenced above, all of our credit rights
against you, as depository bank, with respect to the monies deposited in our bank account No.
[include no. of the bank account] less the amount of R$1,000,000.00 (equivalent to approximately
US$600,000.00 on the date hereof) have been pledged, as set forth in the Agreement, in favor of the
Collateral Agent on behalf of the Secured Parties.



     Novelis do Brasil hereby irrevocably instructs you as follows: following the occurrence of an
Event of Default, which is continuing, 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.



     Very truly yours,



     Novelis do Brasil Ltda.



 









 





	 	 	 

	 

Name
	 	 
	Title:	 	 
	 
	Acknowledged by:
	 
	 

[include name of the bank]
	 	 
	Name:	 	 
	Title:	 	 








 











 





Execution version




QUOTA PLEDGE AGREEMENT



This Quota 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 “Novelis do Brasil”);



(b) NOVELIS INC., a Canadian company, with its principal place of business in the City of Atlanta,
State of Georgia, at 3399 Peachtree Road NE, Suite1500, 30326, hereby represented by its
undersigned legal representative (hereinafter referred to as “Borrower” or “Pledgor”); and



(c) BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of
the United States of America, having its registered office at 101 South Tryon Street, Charlotte, NC
28255, in its capacity as collateral agent under the Revolving Credit Agreement (as defined below),
hereby represented by its attorney-in-fact (hereinafter referred to as “Bank of America” or the
“Collateral Agent”, and together with Novelis do Brasil and the Pledgor, hereinafter referred to as
the “Parties”).




WHEREAS:



A) The Pledgor and the Collateral Agent have entered into that certain Credit Agreement dated
December 17, 2010 (as may be amended, restated, supplemented or otherwise modified, the “Revolving
Credit Agreement”) among inter alios, Novelis Inc. (the “Parent Borrower”), other Borrowers, AV
Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing Bank, the U.S. Swingline Lender,
the Administrative Agent, the Collateral Agent, and the European Swingline Lender (as such
capitalized terms are defined in the Revolving Credit Agreement);



B) Borrowers, including the Pledgor, have requested that Lenders provide a credit facility to
Borrowers to finance the mutual and collective business enterprise of the Loan Parties (as defined
in the Revolving Credit Agreement). Lenders are willing to provide the credit facility on the
terms and conditions set forth in the Revolving Credit Agreement;



C) As a Borrower and a member of the same economic group of the Borrowers, the Pledgor shall
receive substantial direct and indirect economic and non-economic benefits from the facilities made
available in the Revolving Credit Agreement and it is in the corporate interest of the Pledgor to
enter into this Agreement;



NOW THEREFORE, in consideration of the premises contained herein, the Parties hereto agree to enter
into this Agreement, which shall be governed by the following terms and conditions:




REVOLVING CREDIT

QUOTA PLEDGE AGREEMENT






1









 








Section I — Definitions



1.1. Capitalised terms used in this Agreement, including the recitals hereto, and not otherwise
defined herein shall have the meaning ascribed to them in the Revolving 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.



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 II — Purpose of the Pledge



2.1. The pledge hereunder is created in order to secure to the Collateral Agent, for the benefit of
the Secured Parties, the Secured Obligations.



2.2 For the purposes of Section 1,424 of the Brazilian Civil Code, the basic terms of Secured
Obligations are those described in Exhibit 1 hereto. In the event of any conflict between the
language of Exhibit 1 and the Revolving Credit Agreement, the Revolving Credit Agreement shall
govern and control.




Section III — Creation of the Pledge



3.1. Pledgor hereby irrevocably grants and pledges to the Collateral Agent, for the benefit of the
Secured Parties, 120,130,999 quotas (the “Quotas”), representing 99.99% of the total outstanding
quotas of Novelis do Brasil, duly described in Exhibit 2, which are owned by Pledgor.



3.2. In addition to the Quotas, the Pledgor hereby pledges all quotas representing the capital stock
of Novelis do Brasil which may be from time to time subscribed, purchased or acquired by it,
whether or not in addition to, in substitution of, as a conversion of or in exchange for any quotas
of Novelis do Brasil held by the Pledgor, together with all options arising from any new quotas or
subscription rights of any nature whatsoever that may be issued or granted by Novelis do Brasil to
the Pledgor in respect of it or its interest in the Novelis do Brasil (“Additional Quotas” and,
together with the Quotas, the “Pledged Quotas”).







REVOLVING CREDIT

QUOTA PLEDGE AGREEMENT





2









 








Section IV — Restriction on Transfers and Encumbrances



4.1. Except in accordance with the terms and conditions of the Revolving Credit Agreement, the
Pledged Quotas 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 12 below.




Section V — Registration



5.1. Pledgor shall, within 20 (twenty) days after the execution of this Agreement or any amendment
hereto entered into with respect to Section 13 below, register this Agreement, or any such
amendment, as applicable, together with its relevant sworn translation into the Portuguese
language, with the competent Registry of Deeds and Documents (Cartórios de Títulos e Documentos),
and provide promptly thereafter evidence of any such registrations in form and substance reasonably
satisfactory to the Collateral Agent. All expenses incurred in connection with such sworn public
translation and with such registrations shall be paid by the Pledgor.



5.2 Novelis do Brasil shall, and the Pledgor shall procure that Novelis do Brasil shall, within
thirty (30) days after the execution of this Agreement, register the amendment of its Articles of
Association to reflect the existence of the Pledged Quotas with the Registry of Commerce of the
State of São Paulo and promptly thereafter deliver evidence of such registration, in form and
substance reasonably satisfactory to the Collateral Agent. All expenses incurred in connection with
such registration shall be paid by Novelis do Brasil.




Section VI — Representations and Warranties



6.1 The Pledgor hereby represents and warrants to the Collateral Agent, for its benefit and for the
benefit of the Secured Parties, as follows:



(a) it has the corporate power and authority and the legal right to execute and deliver and to
perform its obligations under this Agreement, including to grant a pledge over the Pledged Quotas;



(b) it has taken all necessary actions to authorize the execution, delivery and performance of this
Agreement, including to grant the pledge over the Pledged Quotas;



(c) it is the legitimate owner of 99.99% of the total outstanding quotas of Novelis do Brasil and
the Pledged Quotas represent 99.99% of the total outstanding quotas, which are free from any liens
other than (i) those contemplated herein; (ii) those created under the Quota Pledge Agreement
entered into by and between Bank of America N.A., as collateral agent under the Term Loan Credit
Agreement, Pledgor and Novelis do Brasil Ltda., as of the same date hereof (the “Term Loan Credit
Quota Pledge Agreement”) and (iii) Permitted Liens;



(d) no litigation, investigation or proceeding is pending that could materially adversely affect
the Pledged Quotas;




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QUOTA PLEDGE AGREEMENT





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(e) this Agreement constitutes its legal, valid and binding obligation, enforceable against it, in
accordance with its terms, except to the extent that the enforceability thereof is limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors
rights generally; and



(f) no registration, recordation or filing with any governmental body, agency or official under the
laws of the Federative Republic of Brazil is required in connection with the execution or delivery
of this Agreement or necessary for the validity or enforceability hereof or for the perfection or
enforcement of the Pledged Quotas, except for the registration of this Agreement with the competent
Registry of Deeds and Documents and, as a complementary measure, the registration of the Amendment
to the Articles of Association of Novelis do Brasil, deliberating about the creation of the pledge
over the Pledged Quotas, with the relevant Registry of Commerce.




Section VII — Covenants



Except as permitted by the Revolving Credit Agreement and the Loan Documents:



7.1 The Pledgor and Novelis do Brasil shall not, during the term of this Agreement, take, or
participate in, any action which results or might result in the Pledgor’s loss of ownership of all
or part of the Pledged Quotas, or any other transaction which would have the same result as a sale,
transfer, encumbrance or other disposal of the Pledged Quotas or which would for any other reason
be inconsistent with the security interest of the Collateral Agent or defeat, impair or circumvent
the rights of the Collateral Agent or those created under the Term Loan Credit Quota Pledge
Agreement;



7.2 The Pledgor and Novelis do Brasil shall not encumber, permit to subsist, create or agree to
create any other security interest or third party right in or over the Pledged Quotas during the
term of this Agreement, except those created under the Term Loan Credit Quota Pledge Agreement, or
as otherwise permitted by the Revolving Credit Agreement;



7.3 The Pledgor and Novelis do Brasil shall not, during the term of this Agreement, amend the
articles of association of Novelis do Brasil to the extent that such amendment would or might
reasonably be expected to materially and adversely affect the security interest created hereunder
without the prior written consent of the Collateral Agent;



7.4 The pledge set forth hereunder shall be duly reflected in the Amendment to the Articles of
Association of Novelis do Brasil to be executed simultaneously with this Agreement and in future
amendments thereto, until the pledge hereunder is released or terminated; and



7.5 The Pledgor and Novelis do Brasil shall enter into amendments to this Agreement with the
Collateral Agent substantially in the form of Exhibit 3 hereto (each, an “Amendment”) and in
accordance with section 5.11 of the Revolving Credit Agreement in order to extend the security
interest and lien created hereunder to any Additional Quotas. Novelis do Brasil shall take any
further actions as the Collateral Agent may reasonably request for the purposes of obtaining or
preserving the full benefits of this Agreement and of the rights and powers herein granted with
respect to such after-acquired Pledged Quotas and in favor of the Collateral Agent.





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Section VIII — Enforcement of the Security



8.1 Upon the occurrence and continuance of an Event of Default, the Collateral Agent shall be
entitled to immediately enforce the pledge over the Pledged Quotas where the pledge has by then
already been perfected, by selling such Pledged Quotas, either privately in accordance with Article
1,433, item IV, of the Brazilian Civil Code, or through judicial proceedings, and by applying the
proceeds of such sale to satisfy the Secured Obligations.



8.2 Any sale of Pledged Quotas to satisfy the Secured Obligations shall be conducted in the manner
and under the conditions determined by the Collateral Agent. After the application of the proceeds
from such sales to satisfy the Secured Obligations, including, without limitation, expenses
incurred in connection with the enforcement of the pledges created hereunder, in accordance with
the Revolving Credit Agreement and the Intercompany Agreement (as defined below), the Collateral
Agent shall return to the Pledgor the remaining excess, if any, whether in the form of cash or
quotas of Novelis do Brasil.



8.3 The Collateral Agent shall send a notice to the Pledgor informing about the enforcement of the
pledge created hereunder at the time of its enforcement, provided that the failure to send such a
notice shall not in any manner limit the Collateral Agent’s rights hereunder.



8.4 As a means of complying with the obligations set forth herein, the Pledgor 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 Discharge of Revolving Credit Secured
Obligations (as defined in the Intercreditor Agreement, as defined below).




Section IX — Use of Proceeds



9.1. Any amounts received by 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), and in
any case, any amounts in excess of the Secured Obligations shall return to Pledgor.




Section X — Amendments with Respect to the Secured Obligations



10.1. Pledgor shall remain obligated hereunder, and the Pledged Quotas shall remain subject to the
pledge granted hereby, at all times until termination of this Agreement pursuant to Section 12
hereof, without limitation and without any reservation of rights against Pledgor, and whether
notice is given to Pledgor or not, irrespective of whether:




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	(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.





Section XI — Pursuit of Rights and Remedies Against Pledgor



11.1. 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.




Section XII — Termination and Release



12.1. Upon the Discharge of Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement), this Agreement and the security interest created hereby shall be released and this
Agreement shall terminate; otherwise, this Agreement and the security interest 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. The Collateral Agent hereby
covenants and agrees to take all necessary actions to release the security interest created hereby
and to terminate this Agreement upon the Discharge of Revolving Credit Secured Obligations.




Section XIII — Waiver and Amendments



13.1 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 Administrative Agent.




Section XIV — Severability



14.1. 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




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6









 







of the invalidity, illegality or unenforceability of such provision, and shall not affect any other
provisions hereof.




Section XV — Authority of the Collateral Agent



15.1. 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.




Section XVI — Complete Agreement; Successors and Assigns



16.1. This Agreement, together with the Revolving Credit Agreement and the Intercreditor 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.



16.2. 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.




Section XVII — Assignment and/or Transfer of the Revolving Credit Agreement



17.1 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 obligated under the terms of this
Agreement and the Pledged Quotas 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 12 and 13, provided that it is notified of the assignment and/or transfer by the Collateral
Agent. Pledgor acknowledges and agrees 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.








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Section XVIII — Waiver of Immunity




18.1 To the extent that Pledgor has or hereafter may be entitled to claim or may acquire, for
itself or for any of the Pledged Quotas, any immunity from suit, jurisdiction of any court or from
any legal process (whether through service 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.




Section XIX —No Duty on Collateral Agent’s Part



19.1. The powers conferred on Collateral Agent hereunder are solely to protect the Collateral
Agent’s and the Secured Parties’ interests in the Pledged Quotas 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 their 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.




Section XX — Notices



20.1. Any communication under or in connection with this Agreement shall be made or delivered to
the following addresses or fax numbers, or to such other address or fax number as may be notified
by the relevant party to the other party in writing:



To the Pledgor:



NOVELIS INC.

3399 Peachtree Road NE, Suite1500, 30326

Atlanta, Georgia

Attention: Geoffrey P. Batt

Telefax: 1 440-423-6661



To Novelis do Brasil



NOVELIS DO BRASIL LTDA.

Avenida das Nações Unidas, 12.551 — 15th floor

Torre Empresarial World Trade Center

São Paulo — SP, Brasil

04578-000

Telefax: 55 11 5503-0714

Attention: Alexandre Moreira Martins de Almeida



To the Collateral Agent:



BANK OF AMERICA, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 1 312-453-5555




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QUOTA PLEDGE AGREEMENT





8









 







20.2. Each party undertakes to notify the other party of any change of address.




Section XXI — Governing Law



21.1. This Agreement is governed by the laws of the Federative Republic of Brazil.




Section XXII — Jurisdiction



22.1. The Parties hereto elect the courts of the City of São Paulo, State of São Paulo to resolve
any dispute arising out of or in connection with this Agreement.




Section XXIII — Specific Performance



23.1. The Parties agree and acknowledge that this Agreement constitutes a “título 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 XXIV —Construction



24.1. In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In the
event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Revolving Credit Agreement shall govern and control. 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 Intercreditor Agreement, among Novelis Inc.,
Novelis Corporation, Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc.,
Novelis No. 1 Limited Partnership, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC,
Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis Europe Holdings
Limited, Novelis UK Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis
Switzerland SA, Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda.,
Novelis Luxembourg S.A., Novelis PAE, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings or Novelis Inc. from time to time party thereto, Bank of
America, N.A., as Revolving Credit Administrative Agent and as Revolving Credit Collateral Agent
(each as defined in the Intercreditor Agreement), Bank of America, N.A., as Term Loan
Administrative Agent and as Term Loan Collateral Agent (each 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.




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Section XXV — Taxes, Charges and Expenses



25.1. Taxes and Other Taxes, 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, unless otherwise provided for in the
Revolving Credit Agreement. 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,
unless otherwise provided for in the Revolving Credit Agreement.




Section XXVI — Other Provisions



26.1. 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.




Section XXVII — Language



27.1 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.




[INTENTIONALLY LEFT IN BLANK]



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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in the
presence of the undersigned witnesses, in 5 (five) identical counterparts.



São Paulo, December 17, 2010.




	 	 	 	 	 
	NOVELIS INC.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	NOVELIS DO BRASIL LTDA.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	BANK OF AMERICA, N.A.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Witnesses:




	 	 	 	 	 	 	 

	1:

	 	 	 	2:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	ID:
	 	 	 	ID:





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QUOTA PLEDGE AGREEMENT




11









 






Exhibit 1




Basic Terms of the Secured Obligations


For the purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of the Secured
Obligations1 are:



Revolving Credit Agreement2





	a)	 	Principal Amount




Up to US$800,000,000.00 (eight hundred million United States Dollars), such amount subject to
further increase at the request of the Borrower up to $1,000,000,000 (one billion United States
Dollars) in accordance with the terms of the Revolving Credit Agreement.





	b)	 	Termination




Five years from the date hereof. Such termination date may be extended pursuant to the terms of
the Revolving Credit Agreement.





	c)	 	Interest




At the Borrowers’ option, (i) loans denominated in Dollars will bear interest based on the Base
Rate or Adjusted LIBOR Rate (except that all Dollar swingline borrowings will accrue interest based
on the Base Rate), (ii) loans denominated in Sterling or Swiss Francs will bear interest based on
the Adjusted LIBOR Rate, and (iii) loans denominated in Euros will bear interest based on EURIBOR,
each as described below:




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



     B. Eurocurrency Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, the Loans comprising each Eurocurrency Borrowing, including each European
Swingline Loan, shall bear interest at a rate per annum equal





 




			
	1	 	“Secured Obligations” means the “Secured
Obligations” as defined in the Revolving Credit Agreement (as defined herein).
	 
	2	 	All of the capitalized terms in this Exhibit 1
will have the meanings ascribed to such terms in the Credit Agreement dated
December 17, 2010 (as amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) entered into by and among, inter alios, the
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing
Bank, the U.S. Swingline Lender, the Administrative Agent, the Collateral
Agent, and the European Swingline Lender (as the foregoing capitalized terms
are defined in the Revolving Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Revolving Credit Agreement, the
terms of the Revolving Credit Agreement shall govern and control.



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QUOTA PLEDGE AGREEMENT





12









 









to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable
Margin in effect from time to time.




     C. EURIBOR Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, 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.



     D. Default Rate. Notwithstanding the foregoing, during an Event of Default of the
type specified in Sections 8.01(a), (b), (g) or (h) of the Revolving Credit Agreement, or during
any other Event of Default if the Required Lenders in their discretion so elect by notice to the
Administrative Agent, 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 or (ii) in the case of any other amount, 2% plus the rate
applicable to Base Rate Loans as provided in Section 2.06(a) of the Revolving Credit Agreement (in
either case, the “Default Rate”).



     E. 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) of the Revolving Credit Agreement shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan or a
U.S. 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 or Eurocurrency 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.



     F. 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 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 with
regard to 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 Base Rate, Adjusted EURIBOR Rate or Adjusted LIBOR
Rate shall be determined by the Administrative Agent in accordance with the provisions of the
Revolving Credit Agreement and such determination shall be conclusive absent manifest error.



     G. Currency for Payment of Interest. All interest paid or payable pursuant to Section
2.06 of the Revolving Credit Agreement shall be paid in the Approved Currency in which the Loan
giving rise to such interest is denominated.




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Exhibit 2




Pledged Quotas



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Number of	 	 	Total Number of	 	 	 	 	 	 	 
	 	 	Quotas of the	 	 	Quotas issued by	 	 	% of the Quotas of	 	 	Value	 
	Quotaholder	 	Pledgor	 	 	Novelis do Brasil	 	 	the Pledgor	 	 	(R$)	 
	NOVELIS INC.
	 	 	120,130,999	 	 	 	120,131,000	 	 	 	99.99%		 	 	120,130,199.00	 






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Exhibit 3




Form of Amendment to Quota pledge agreement


This [•] Amendment to the Quota Pledge Agreement (hereinafter referred to as this “Amendment”) is
made as of [•], 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 “Novelis do Brasil”);




(b) NOVELIS INC., a Canadian company, with its principal place of business in the City of
Atlanta, State of Georgia, at 3399 Peachtree Road NE, Suite1500, 30326 hereby represented
by its undersigned legal representative (hereinafter referred to as “Pledgor”); and




(c) BANK OF AMERICA, N.A., a national banking association organized and existing under the
laws of the United States of America, having its registered office at 101 South Tryon
Street, Charlotte, NC 28255, in its capacity as Collateral Agent under the Revolving Credit
Agreement, hereby represented by its attorney-in-fact (hereinafter referred to as “Bank of
America” or the “Collateral Agent”).


Novelis do Brasil, the Pledgor and the Collateral Agent are hereinafter jointly referred to as the
“Parties”.



WHEREAS, on December 17, 2010, the Parties hereto entered into a Quota Pledge Agreement (the “Quota
Pledge Agreement”);



WHEREAS, the Parties hereto have agreed to amend the Quota Pledge Agreement in order to grant to
the Collateral Agent, for the benefit of the Secured Parties, to the extent permitted under
applicable Brazilian law and regulations, a perfected priority security interest in any Additional
Quotas, subject to the Intercreditor Agreement;



WHEREAS, pursuant to the terms hereof, the Parties hereto desire to amend the Quota Pledge
Agreement;



NOW, THEREFORE, the Parties hereto enter into this Amendment No. [•] to the Quota Pledge Agreement
under the following terms and conditions:




          1. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to
them in the Quota Pledge Agreement.




          2. The Pledgor hereby pledges the Additional Quotas listed in Exhibit 1 attached hereto (and
which were not contained in the original Exhibit 2 of the Quota Pledge Agreement or in any
amendment and restatement thereto effected prior to this Amendment) to the Collateral Agent, for
the benefit of the Secured Parties with the




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15









 







intent that all rights and obligations of the Parties under or pursuant to the Quota Pledge
Agreement shall apply to the Additional Quotas pledged hereunder. Exhibit 1 hereto shall amend and
restate the original Exhibit 2 to the Quota Pledge Agreement and any amendment and restatement
thereto effected prior to this Amendment.




          3. The Pledgor hereby represents and warrants to and in favor of the Collateral Agent, for the
benefit of the Secured Parties, and in addition to the representations and warranties set forth in
the Quota Pledge Agreement, that:





          (a) the execution, delivery, performance and grant of the security interest pursuant
to this Amendment have been duly authorized by all necessary corporate action on its part.
This Amendment has been duly executed and delivered by it. The execution, delivery,
performance and grant of the security interest have been duly authorized by all necessary
corporate actions on the part of the Pledgor and do not and will not (i) violate any
provision of any charter or other organizational documents of the 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 or violate any applicable law binding on the Pledgor or (iii) result in the creation
or imposition of any encumbrance upon any asset of the Pledgor or any income or profits
therefrom, except for the encumbrance created hereby in favor of the Collateral Agent, for
the benefit of the Secured Parties, under the Quota Pledge Agreement; and




          (b) this Amendment and the Quota Pledge Agreement, as amended hereby, each constitutes
legal, valid and binding obligation of the Pledgor, enforceable against it in accordance
with its terms, and the security interest created hereby will, upon completion of the
registrations required by Section 5 of the Quota Pledge Agreement, constitute a legal,
valid and perfected first priority security interest in the Pledged Quotas, enforceable in
accordance with its terms against all creditors of the Pledgor, 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 Quota Pledge Agreement not expressly amended or modified herein shall
remain in full force and effect in accordance with the terms of the Quota Pledge Agreement.




          5. This Amendment shall be governed by and construed and interpreted in accordance with the
laws of the 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, as the
exclusive jurisdiction in any action or proceeding to resolve any dispute or controversy related to
or arising from 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 courts with the express exclusion
of any other jurisdiction, however privileged it may be. This Amendment is being executed in
English version, which shall prevail. For registration purposes, a sworn translation into
Portuguese shall be utilized.






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     IN WITNESS WHEREOF, the Parties have caused this Amendment No. [•] to the Quota Pledge
Agreement to be duly executed in the presence of the undersigned witnesses.



	 	 	 	 	 
	NOVELIS INC.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	NOVELIS DO BRASIL LTDA.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	BANK OF AMERICA, N.A.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Witnesses:




	 	 	 	 	 	 	 
	1:

	 	 	 	2:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name:
	 	 	 	Name:
	 

	 	ID:
	 	 	 	ID:





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Exhibit 1 to the Amendment to Quota Pledge Agreement




Pledged Quotas



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Additional Quotas	 	 	Total Number of	 	 	Total Number of	 	 	 	 	 	 	 
	 	 	pledged under this	 	 	Quotas of the	 	 	Quotas issued by	 	 	% of the Quotas of	 	 	Value	 
	Quotaholder	 	Amendment	 	 	Pledgor	 	 	Novelis do Brasil	 	 	the Pledgor	 	 	(R$)	 
	NOVELIS INC.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





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Exhibit 4




Form of Power of Attorney


NOVELIS INC., a Canadian company, with its principal place of business in the City of Atlanta,
State of Georgia, at 3399 Peachtree Road NE, Suite 1500, 30326, hereby represented by its
undersigned legal representative (hereinafter referred to as “Grantor”) irrevocably constitutes and
appoints BANK OF AMERICA, N.A., a national banking association organized and existing under the
laws of the United States of America, having its registered office at 101 South Tryon Street,
Charlotte, NC 28255, in its capacity as Collateral Agent under the Revolving Credit Agreement, as
its attorney-in-fact (“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
Quota Pledge Agreement, dated as of December 17, 2010 (as amended from time to time the “Quota
Pledge Agreement”), and pursuant to the terms of such Quota Pledge Agreement, upon the occurrence
and during the continuation of an Event of Default to, without limitation: (a) promote the
extra-judicial sale of all or part of the Pledged Quotas irrespective of any prior or subsequent
notice to the Grantor or the Intervening Party, in accordance with the provisions set forth in
Article 1,433, Item IV and Article 1,435, Item V of the Brazilian Civil Code, (b) apply the
proceeds of the sale to the total or partial repayment of any amount due and payable to the
Collateral Agent by the Borrowers under the Revolving Credit Agreement and in accordance with the
Intercreditor Agreement; (c) deduct all expenses incurred in connection with the enforcement of the
Quota Pledge Agreement and returning the excess, if any, to the Pledgor, with due regard to the
terms and conditions of the Revolving Credit Agreement, the Intercreditor Agreement and the Quota
Pledge Agreement, (d) make all remittances abroad in respect of the Secured Obligations; and (e)
sign any necessary foreign exchange contract with financial institutions in Brazil that may be
required and to represent the Grantor before the Brazilian Central Bank and any Registries of
Commerce when necessary to accomplish the purposes of the Quota Pledge Agreement.



For such purposes, the Attorney-in-Fact is hereby expressly authorized by the Pledgor to take all
action required for the sale of the Pledged Quotas, including, but not limited to, the authority to
sign agreements and give and receive releases and to delegate all or part of the powers granted
hereunder as said Attorney-in-Fact may deem appropriate.



This power of attorney is effective as of December 17, 2010, provided that the powers to sell all
or part of the Pledged Quotas and to apply the proceeds therefrom 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
Quota Pledge Agreement.



The powers granted herein are in addition to the powers granted by the Grantor to the
Attorney-in-Fact in the Quota Pledge Agreement and do not cancel or revoke any of such powers.



This power of attorney is granted as a condition to the Quota Pledge Agreement and as a means to
comply with the obligations set forth therein, in accordance with Article 684 of the Brazilian
Civil Code.




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This power of attorney shall remain valid until the Quota Pledge Agreement is terminated in
accordance with its terms.



São Paulo, December 17, 2010.




NOVELIS INC.




	 	 	 	 
	 
	 	 
	Name:  	 	 
	Title:  	 	 


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QUOTA PLEDGE AGREEMENT




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Execution
version




RECEIVABLES PLEDGE AGREEMENT



This Receivables Pledge Agreement (the “Agreement”) is made by and between:



(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) BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of
the United States of America, having its registered office at 101 South Tryon Street, Charlotte, NC
28255, in its capacity as collateral agent under the Revolving Credit Agreement (as defined below),
hereby represented by its attorney-in-fact (hereinafter referred to as “Bank of America” or the
“Collateral Agent”, and together with the Pledgor, hereinafter referred to as the “Parties”).




WHEREAS:



A) The Collateral Agent and the Pledgor, as a guarantor, have entered into that certain Credit
Agreement dated December 17, 2010 (as may be amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) among, inter alios, Novelis Inc. (the “Parent Borrower”), other
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing Bank, the U.S.
Swingline Lender, the Administrative Agent, the Collateral Agent, and the European Swingline Lender
(as such capitalized terms are defined in the Revolving Credit Agreement);



B) Borrowers have requested that Lenders provide a credit facility to Borrowers to finance the
mutual and collective business enterprise of the Loan Parties (as defined in the Revolving Credit
Agreement). Lenders are willing to provide the credit facility on the terms and conditions set
forth in the Revolving Credit Agreement;



C) As a member of the same economic group of the Borrowers, the Pledgor shall receive substantial
direct and indirect economic and non-economic benefits from the facilities made available in the
Revolving Credit Agreement and it is in the corporate interest of the Pledgor to enter into this
Agreement;



NOW THEREFORE, in consideration of the premises contained herein, the Parties hereto agree to enter
into this Agreement, which shall be governed by the following terms and conditions:






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1









 








Section I — Definitions



1.1. Capitalised terms used in this Agreement, including the recitals hereto, and not otherwise
defined herein shall have the meaning ascribed to them in the Revolving 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.



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 II — Purpose of the Pledge



2.1. The pledge hereunder is created in order to secure to the Collateral Agent, for the benefit of
the Secured Parties, the Secured Obligations.



2.2 For the purposes of Section 1,424 of the Brazilian Civil Code, the basic terms of Secured
Obligations are those described in Exhibit 1 hereto. In the event of any conflict between the
language of Exhibit 1 and the Revolving Credit Agreement, the Revolving Credit Agreement shall
govern and control.



Section III — Creation of the Pledge



3.1. Pledgor hereby irrevocably grants and pledges to the Collateral Agent, for the benefit of the
Secured Parties, all credit rights, rights to revenues, claims and receivables of any kind now
existing or arising in the future under the contracts listed in Exhibit 2 hereto and any proceeds
of the foregoing (the “Pledged Receivables”), with all they represent, as collateral security for
the regular and full compliance by the Borrowers of the Secured Obligations, pursuant to the
provisions of Articles 1,451 to 1,460 of the Brazilian Civil Code. The bank accounts in which the
receivables are collected and deposited are those held by the Pledgor and identified in Exhibit 3
hereto (the “Bank Accounts”).



Section IV - Registration



4.1. Pledgor shall, within 20 (twenty) days after the execution of this Agreement or any amendment
hereto entered into with respect to Section 6.1(f) below, register this Agreement, or any such
amendment, as applicable, together with its relevant sworn translation into the Portuguese
language, with the competent Registry of Deeds and
Documents (Cartórios de Títulos e Documentos), and provide promptly thereafter evidence of any such
registrations in form and substance reasonably satisfactory to the Collateral Agent. All expenses
incurred in connection with such sworn public translation and with such registrations shall be paid
by the Pledgor.





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Section V — Representation and Warranties



5.1. The Pledgor hereby represents and warrants to the Collateral Agent, for its benefit and for
the benefit of the Secured Parties, as follows:





	a)	 	it has the corporate power and authority to enter into this Agreement, and to comply with and
perform its obligations under this Agreement, as well as it has taken all necessary corporate
acts to authorize the execution of this Agreement and the creation of the pledge in accordance
with the terms set forth herein;
	 
	b)	 	upon completion of the registration and delivery of the notices as required in Sections 4.1
and 7.1 hereof, the pledge over the Pledged Receivables will constitute a valid obligation,
legally binding upon it and enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to creditors’ rights generally;
	 
	c)	 	neither the execution and delivery of this Agreement nor the compliance with its terms will
constitute a breach of its Articles of Association or any other corporate documents, as well
as it will not constitute a breach or a default under any other agreement to which it is a
party;
	 
	d)	 	no registration, request, authorization or filing of any kind before any governmental body or
agency or any third party is required in connection with: (i) the creation and maintenance of
the pledge by Pledgor over the Pledged Receivables in accordance with this Agreement, or to
the execution and delivery of this Agreement; (ii) the validity and enforceability of this
Agreement; (iii) the exercise by the Collateral Agent of the rights established in this
Agreement, except for the registration requirements mentioned in Section 4 above;
	 
	e)	 	it is not engaged in or threatened by any litigation, investigation or process before any
arbitration, judicial or administrative court, the outcome of which might adversely and
materially affect its financial condition, the creation of the security established in this
Agreement or the accomplishment of its obligations hereunder;
	 
	f)	 	it is not threatened to become insolvent or unable to pay its debts as they mature, it has
not been, and it is not threatened to be, declared insolvent or impediment of any legal nature
is declared;
	 
	g)	 	it is the legal owner of the Pledged Receivables, which are free and clear of any liens of
whatever kind or claims of others except for (i) the pledge created under this Agreement; (ii)
the pledge created under the Receivables Pledge Agreement entered into by and between Bank of
America N.A., as collateral agent under the Term Loan Credit Agreement and Novelis do Brasil
Ltda, as of the same date hereof (the “Term Loan Credit Receivables Pledge Agreement”); and
(iii) Permitted Liens;
	 
	h)	 	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;





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	i)	 	the Pledged Receivables identified in Exhibit 2 hereto and all receivables due and payable to
Novelis do Brasil will, at all times, be deposited in one of the Bank Accounts; and






	j)	 	the Pledged Receivables represent receivables arising out of all material contracts in which
the Pledgor figures as creditor and will always represent, during the term of this Agreement,
at least 60% of all receivables owed to the Pledgor.





Section VI — Covenants



6.1. Pledgor covenants with Collateral Agent, on behalf of the Secured Parties, that until
termination of this Agreement, in accordance with Section 12:





	(a)	 	until the Discharge of the Revolving Credit Secured Obligations (as defined in the
Intercreditor Agreement, as defined below), all receivables due and payable to the Pledgor in
connection with any of its activities shall be deposited in one of the Bank Accounts;
	 
	(b)	 	except as permitted under the Revolving Credit Agreement, Pledgor shall not constitute over
the Pledged Receivables any liens or encumbrances, except for the pledge created under this
Agreement, and for the pledge created under the Term Loan Credit Receivables Pledge Agreement;
	 
	(c)	 	upon a written request by the Collateral Agent in accordance with the Revolving Credit
Agreement, Pledgor shall perform, at its own expenses, any act and shall execute any and all
documents necessary to preserve the rights and powers of Collateral Agent granted herein;
	 
	(d)	 	unless otherwise provided for in the Revolving Credit Agreement, Pledgor undertakes to
maintain the Collateral Agent duly indemnified against any and all proved liabilities, costs
and expenses (including, but not limited to, attorney’s fees and legal expenses) related to or
deriving from: (i) any delay in the payment of all taxes that may accrue or be due in relation
to any part of the Pledged Receivables; (ii) any breach by Pledgor of any of its statements
set forth in Section 5 of this Agreement or of the commitments assumed in this Section 6 and
in any other provisions of this Agreement; or (iii) the creation, perfection or enforcement of
the pledge over the Pledged Receivables (including, but not limited to, the proceedings set
forth in Section 3);
	 
	(e)	 	the Pledgor undertakes to maintain at least 60% of its total receivables pledged to the
Collateral Agent. In the event that any of the agreements listed in Exhibit 2 hereto is
amended, renewed or has its termination date extended (to the extent that such amendment,
renewal or extension increases or reduces minimum sales volume or unit prices or extends
payment terms, or otherwise affects any substantial rights of Pledgor under the agreement),
the Pledgor undertakes to amend this Agreement
in order to create a pledge over the amounts that are not covered in this Agreement, unless
otherwise provided for in the Revolving Credit Agreement; and
	 
	(f)	 	it shall, upon the execution by the Pledgor of any agreement that may give cause to an
increase of at least 3% of the total revenues of the Pledgor (or any new agreement with
respect to a customer that represents at least 3% of the Pledgor’s total revenues) (the
“Additional Receivables”), unless otherwise provided for in the





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4









 










Revolving Credit Agreement, enter into an amendment to this Agreement substantially in the form of Exhibit 7 hereto
(“Amendment”), in order to extend the pledge created hereunder to the Additional Receivables,
which shall then be subject to all terms and conditions provided herein. Pledgor shall provide
the Collateral Agent with evidence of the registration of each such Amendment with the
competent Registry of Deeds and Documents (Cartórios de Títulos e Documentos) within 20
(twenty) days after the execution of such Amendment. Pledgor shall pay all expenses incurred
in connection with such registrations.



Section VII — Notice to the Clients



7.1. Pledgor hereby undertakes to deliver a notice to each of its clients identified in Exhibit 4
hereto (the “Clients”), substantially in the form attached to this Agreement as Exhibit 5,
immediately after the execution of this Agreement, informing each of the Clients of the execution
and delivery of this Agreement and of the pledge created hereunder. Pledgor also undertakes to,
using commercially reasonable efforts, deliver to the Collateral Agent confirmation of the receipt
by each of the Clients of such notice, within 20 (twenty) days as of the date of this Agreement.



7.2. Upon the occurrence and during the continuation of an Event of Default (as evidenced by a
written notice from the Collateral Agent to each of the Clients irrespective of any notice to the
contrary from Pledgor), Pledgor hereby agrees that each of the Clients shall only act pursuant to
the instructions received from the Collateral Agent on behalf of the Secured Parties with respect
to the Pledged Receivables.



7.3. Nothing contained herein shall prevent the Collateral Agent upon the occurrence and
continuation of a Event of Default (as evidenced by a written notice from the Collateral Agent to
each of the Clients irrespective of any notice to the contrary from Pledgor) from instructing any
of the Clients, from time to time, in relation to the Pledged Receivables.




Section VIII — Enforcement of the Security



8.1. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent
may, regardless of any judicial or extra judicial notice, retain the funds from the Pledged
Receivables to repay or settle the Secured Obligations in accordance with the Revolving Credit
Agreement and the Intercreditor Agreement, returning any remaining funds arising out of the Pledged
Receivables to Pledgor.



8.2. In due observance of the Intercreditor Agreement, the funds derived from the enforcement of
the Pledged Receivables shall be applied to the satisfaction of the Secured Obligations, including,
without limitation, expenses incurred in connection with the enforcement of the pledge created
hereunder. The Collateral Agent shall return to Pledgor the remaining excess, if any, in the form
of cash in this case, in accordance of Section 1,435, item V of the Brazilian Civil Code.



8.3. As a means of complying with the obligations set forth herein, the Pledgor 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 6 hereto, to ensure that the Collateral Agent or such
successor has all powers to carry out the acts and rights




REVOLVING CREDIT

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5









 








specified herein, and shall maintain such
power of attorney in full force and effect until the date of the Discharge of Revolving Credit
Secured Obligations (as defined in the Intercreditor Agreement).




Section IX — Use of Proceeds



9.1. Any amounts received by 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, 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.




Section X — Amendments with Respect to the Secured Obligations



10.1. Pledgor shall remain obligated hereunder, and the Pledged Receivables shall remain subject to
the pledge granted hereby, at all times until termination of this Agreement pursuant to Section 12
hereof, without limitation and without any reservation of rights against Pledgor, and whether
notice is given to Pledgor or not, irrespective of whether:





	(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.





Section XI — Pursuit of Rights and Remedies Against Pledgor



11.1. 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.






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6









 





Section XII — Termination and Release




12.1. Upon the Discharge of Revolving Credit Secured Obligations (as defined in the Intercreditor
Agreement), then, and only then, shall this Agreement and the security interests and lien created
hereby be released and this Agreement shall terminate, at Pledgor’s expense; otherwise, this
Agreement and the pledge created hereby shall remain in full force and effect.



12.2. No release of this Agreement or of the lien created and evidenced hereby shall be valid
unless executed by the Collateral Agent.



12.3. Upon termination of this Agreement, the Collateral Agent shall, at Pledgor’s request, at
Pledgor’s expense, 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 security interest and lien created hereby.



Section XIII — Waivers and Amendments



13.1. 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 Administrative Agent.



Section XIV — Severability



14.1. 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.



Section XV — Authority of the Collateral Agent



15.1. 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 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.



Section XVI — Complete Agreement; Successors and Assigns



16.1. This Agreement together with the Revolving Credit Agreement and the Intercreditor 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.




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16.2. 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.



Section XVII — Assignment and/or Transfer of the Revolving Credit Agreement



17.1 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 obligated under the terms of this
Agreement and the Pledged Receivables 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 12, provided that it is notified of the assignment and/or transfer by the Collateral
Agent. Pledgor acknowledges and agrees 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.



Section XVIII — Waiver of Immunity



18.1 To the extent that Pledgor has or hereafter may be entitled to claim or may acquire, for
itself or for any of the Pledged Receivables, any immunity from suit, jurisdiction of any court or
from any legal process (whether through service 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.



Section XIX —No Duty on Collateral Agent’s Part



19.1. The powers conferred on Collateral Agent hereunder are solely to protect the Collateral
Agent’s and the Secured Parties’ interests in the Pledged Receivables 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 their 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.



Section XX — Notices



20.1. Any communication under or in connection with this Agreement shall be made or delivered to
the following addresses or fax numbers, or to such other address or fax number as may be notified
by the relevant party to the other party in writing:




     To Pledgor:



     NOVELIS DO BRASIL LTDA.



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RECEIVABLES PLEDGE AGREEMENT





8









 








Avenida das Nações Unidas, 12.551 — 15th floor

Torre Empresarial World Trade Center

São Paulo — SP, Brasil

04578-000

Telefax: 55 11 5503-0714

Attention: Alexandre Moreira Martins de Almeida



To the Collateral Agent:



BANK OF AMERICA, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 1 312-453-5555



20.2. Each party undertakes to notify the other party of any change of address.



Section XXI — Governing Law



21.1. This Agreement is governed by the laws of the Federative Republic of Brazil.



Section XXII— Jurisdiction



22.1. The Parties hereto elect the courts of the City of São Paulo, State of São Paulo to resolve
any dispute arising out of or in connection with this Agreement.



Section XXIII — Specific Performance



23.1. The Parties agree and acknowledge that this Agreement constitutes a “título 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 XXIV — Construction



24.1. In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In the
event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Revolving Credit Agreement shall govern and control. 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




REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





9









 









Agreement and the exercise of any right or remedy
by the Collateral Agent hereunder are subject to the Intercreditor Agreement, among Novelis Inc.,
Novelis Corporation, Novelis Cast House Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc.,
Novelis No. 1 Limited Partnership, Novelis Corporation, Novelis PAE Corporation, Novelis Brand LLC,
Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, Novelis Europe Holdings
Limited, Novelis UK Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis
Switzerland SA, Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda.,
Novelis Luxembourg S.A., Novelis PAE, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings or Novelis Inc. from time to time party thereto, Bank of
America, N.A., as Revolving Credit Administrative Agent and as Revolving Credit Collateral Agent
(each as defined in the Intercreditor Agreement), Bank of America, N.A., as Term Loan
Administrative Agent and as Term Loan Collateral Agent (each 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 XXV — Taxes, Charges and Expenses



25.1. Taxes and Other Taxes, 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, unless otherwise provided for in the
Revolving Credit Agreement. 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,
unless otherwise provided for in the Revolving Credit Agreement.




Section XXVI — Other Provisions



26.1. 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.




Section XXVII — Language



27.1 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.




[INTENTIONALLY LEFT IN BLANK]



REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





10









 









     IN WITNESS WHEREOF, the Parties hereto, acting through their duly authorized representatives,
have caused this Agreement to be signed in 5 (five) identical counterparts, in their respective
names and to be delivered as of the day and year first above written.



São Paulo, December 17, 2010.




	 	 	 	 	 
	

NOVELIS DO BRASIL LTDA.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	BANK OF AMERICA, N.A.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Witnesses:




	 	 	 	 	 

	1:

	 	 	2:	 
	 

	 
	 	 	 
	 

	Name:
	 	 	Name:
	 

	ID:
	 	 	ID:






REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





11









 









Exhibit 1




Basic Terms of the Secured Obligations


For the purposes of Article 1,424 of the Brazilian Civil Code, the basic terms of the Secured
Obligations1 are:



Revolving Credit Agreement2





	a)	Principal Amount




Up to US$800,000,000.00 (eight hundred million United States Dollars), such amount subject to
further increase at the request of the Borrower up to $1,000,000,000 (one billion United States
Dollars) in accordance with the terms of the Revolving Credit Agreement.





	b)	Termination




Five years from the date hereof. Such termination date may be extended pursuant to the terms of
the Revolving Credit Agreement.





	 
	c)	Interest




At the Borrowers’ option, (i) loans denominated in Dollars will bear interest based on the Base
Rate or Adjusted LIBOR Rate (except that all Dollar swingline borrowings will accrue interest based
on the Base Rate), (ii) loans denominated in Sterling or Swiss Francs will bear interest based on
the Adjusted LIBOR Rate, and (iii) loans denominated in Euros will bear interest based on EURIBOR,
each as described below:




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



     B. Eurocurrency Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, the Loans comprising each Eurocurrency Borrowing, including each European
Swingline Loan, 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.





 




			
	1	 	“Secured Obligations” means the “Secured
Obligations” as defined in the Revolving Credit Agreement (as defined herein).
	 
	2	 	All of the capitalized terms in this Exhibit 1
will have the meanings ascribed to such terms in the Credit Agreement dated
December 17, 2010 (as amended, restated, supplemented or otherwise modified,
the “Revolving Credit Agreement”) entered into by and among, inter alios, the
Borrowers, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the Issuing
Bank, the U.S. Swingline Lender, the Administrative Agent, the Collateral
Agent, and the European Swingline Lender (as the foregoing capitalized terms
are defined in the Revolving Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Revolving Credit Agreement, the
terms of the Revolving Credit Agreement shall govern and control.





REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





12









 









     C. EURIBOR Loans. Subject to the provisions of Section 2.06(f) of the Revolving
Credit Agreement, 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.



     D. Default Rate. Notwithstanding the foregoing, during an Event of Default of the
type specified in Sections 8.01(a), (b), (g) or (h) of the Revolving Credit Agreement, or during
any other Event of Default if the Required Lenders in their discretion so elect by notice to the
Administrative Agent, 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 or (ii) in the case of any other amount, 2% plus the rate
applicable to Base Rate Loans as provided in Section 2.06(a) of the Revolving Credit Agreement (in
either case, the “Default Rate”).



     E. 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) of the Revolving Credit Agreement shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of a Base Rate Revolving Loan or a
U.S. 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 or Eurocurrency 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.



     F. 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 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 with
regard to 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 Base Rate, Adjusted EURIBOR Rate or Adjusted LIBOR
Rate shall be determined by the Administrative Agent in accordance with the provisions of the
Revolving Credit Agreement and such determination shall be conclusive absent manifest error.



     G. Currency for Payment of Interest. All interest paid or payable pursuant to Section
2.06 of the Revolving Credit Agreement shall be paid in the Approved Currency in which the Loan
giving rise to such interest is denominated.



REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





13









 









Exhibit 2




Pledged Receivables


1) Can Stock Supply Agreement dated February 13, 2008, entered into by and among Novelis do Brasil
Ltda, Crown Embalagens Metálicas da Amazônia S/A, Arumã Emablagens do Sergipe Ltda.



2) Aluminum Sheets Supply Agreement (Contrato de Fornecimento de Chapas de Alumínio) dated March 3,
2010 and amended on March 29, 2010, entered into by and among Novelis do Brasil Ltda., Rexam
Beverage Can South America S.A., Rexam do Brasil Ltda., Rexam Amazonia Ltda. and Rexam Argentina
S/A



3) Can Stock Supply Agreement (Contrato de Fornecimento de Can Stock) dated January 2, 2008,
entered into by and between Novelis do Brasil Ltda. and Latapack-Ball Embalagens Ltda.




REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





14









 









Exhibit 3




Bank Accounts



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OWNER	 	ACCOUNT	 	BANK	 	BRANCH	 	ACCOUNT NUMBERS	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Brasil	 	 	3400	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	 	2372	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Bradesco	 	 	2372	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Itau S/A	 	 	0912	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Caixa	 	 	2926	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Citibank	 	 	0001	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Citibank	 	 	0001	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Unibanco AIG	 	 	 	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Unibanco AIG	 	 	 	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Unibanco AIG	 	 	 	 	 	 	 	 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Brasil	 	 	0088	 	 	 		 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	Banco Real	 	 	0251	 	 	 		 
	Novelis do Brasil Ltda.
	 	Deposit Account	 	ItaúBBA Nassau	 	 	0001	 	 	 	 	 






REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





15









 









Exhibit 4




List of Clients




		 	1) Crown Embalagens Metálicas da Amazônia S/A


2) Arumã Emablagens do Sergipe Ltda.
		 	3) Rexam Beverage Can South America S.A.


4) Rexam do Brasil Ltda.
		 	5) Rexam Amazonia Ltda.


6) Rexam Argentina S/A
		 	7) Latapack-Ball Embalagens Ltda.





REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





16









 









Exhibit 5




Form of Notice



[Novelis do Brasil’s letterhead]



[DATE]




To

[CLIENT]





			
		 	






			
	Re.:	 	 Pledge Agreement dated December 17, 2010, entered into by and between Novelis do Brasil
Ltda., as pledgor (the “Company”) and Bank of America N.A., as Collateral Agent under the
Revolving Credit Agreement (the “Receivables Pledge Agreement”).




Dear Sirs:




          First of all, we would like to stress and inform you that the Company (Novelis do Brasil
Ltda.) is actually an active, operative and economically sustainable corporation, which is not in
debt to whoever, except in regard to those ordinary liabilities resulting from its own daily
business.




          Notwithstanding, the Company, as a subsidiary of Canadian and American corporations, and also
part of a worldwide large economic conglomerate, was convoked — together with several other
subsidiaries around the globe — to guarantee a Revolving Credit Agreement entered into by and
among its holding companies in the USA and Canada and foreign financial agents, as Bank of America
N.A, (“BofA”).




          In this sense, please be advised that only and merely in view of the above mentioned worldwide
guarantee, the Company has entered into the Receivables Pledge Agreement, pursuant to which all of
our receivables, due and payable, and all credit rights derived from the [***name of agreement***]
entered into on [***•***] with yourselves (the “Pledged Receivables”) have been pledged, as set
forth in the Receivables Pledge Agreement, in favor of BofA.




          Considering the foregoing, the Company asks you kindly to continue making payments as
previously instructed upon depositing the relevant due amount with [Bank Account # •], maintained
before [Bank name]. However, if and when a written notice comes from BofA, we instruct you to
immediately act in accordance with the instructions so received from BofA (irrespective of any
notice to the contrary from the Company).




          Moreover, we inform you that the instructions contained herein may not be revoked, amended or
modified without the prior written consent of BoFA.



Very truly yours,




	 	 	 	 	 

	Company

	 	 	 	Place and Date:
	 
	 
	 

Name:

	 	 	 	 
	Title:
	 	 	 	 






REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





17









 









Exhibit 6




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, hereby represented in accordance with its articles of association by its
undersigned legal representatives (hereinafter referred to as “Grantor”) irrevocably constitutes
and appoints BANK OF AMERICA, N.A., a national banking association organized and existing under the
laws of the United States of America, having its registered office at 101 South Tryon Street,
Charlotte, NC 28255, in its capacity as Collateral Agent under the Revolving Credit Agreement, as
its attorney-in-fact (“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 December 17, 2010 entered into by and among the Grantor and the
Collateral Agent (as representative of the Secured Parties) (together with its respective
modifications and amendments, “Receivables Pledge Agreement”), and pursuant to the terms of such
Receivables Pledge Agreement, upon the occurrence and during the continuation of an Event of
Default to, without limitation:



(a) collect and dispose of the amounts received in connection with the Pledged Receivables;



(b) (i) apply the amounts received in connection with the Pledged Receivables to the total or
partial repayment of any amount due and payable to the Collateral Agent by the Borrowers under the
Revolving Credit Agreement, (ii) deduct all expenses incurred in relation to the Receivables Pledge
Agreement and returning the excess, if any, to the Pledgor, with due regard to the terms and
conditions of the Revolving Credit Agreement, the Intercreditor Agreement and the Receivables
Pledge Agreement, (iii) make all remittances abroad in respect of the Secured Obligations, and (iv)
sign any necessary foreign exchange contract with financial institutions in Brazil that may be
required and to represent the Pledgor before the Brazilian Central Bank when necessary 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.



The powers granted herein are in addition to the powers granted by the Grantor 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.




REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





18









 








This power of attorney is effective as of December 17, 2010.



This power of attorney shall remain valid until the Receivables Pledge Agreement is terminated in
accordance with its terms.



São Paulo, December 17, 2010.




NOVELIS DO BRASIL LTDA.




	 	 	 	 	 
	 	 		 	 
	 
	 	 	 	 
	Name:
	 	 	 	Name:
	Title:
	 	 	 	Title:






REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





19









 









Exhibit 7




Form of Amendment to the Receivables Pledge Agreement


This instrument of [•] Amendment to the Receivables Pledge Agreement (hereinafter referred to as
the “Amendment”) is made by and between:



(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) BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of
the United States of America, having its office at 135 South LaSalle Street, Suite 1656, Chicago,
Illinois 60603, in its capacity as collateral agent under the Revolving Credit Agreement, hereby
represented by its attorney-in-fact (hereinafter referred to as “Bank of America” or “Collateral
Agent”, and together with the Pledgor, hereinafter referred to as the “Parties”).




     WHEREAS, on December 17, 2010 the Parties entered into Receivables 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 priority security interest in the Additional
Receivables (as defined below), subject to the Intercreditor Agreement;



     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 the Additional Receivables listed in Exhibit [•] of this document (and
which were not set forth in the original Exhibit 2 of the Agreement or any prior Amendment thereto)
(the “Additional receivables”), to the Secured Parties, herein represented by the Collateral Agent.



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




REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT





20









 







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 favor 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 5 of the Agreement are executed, a licit,
valid and perfected security interest upon the Additional Pledged Receivables, 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.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	BANK OF AMERICA, N.A.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



REVOLVING CREDIT

RECEIVABLES PLEDGE AGREEMENT



21











 





			
	ABL	 	 
	Execution copy
	 	Exhibit M - 8






NOVELIS EUROPE HOLDINGS LIMITED.

AS PLEDGOR



AND

BANK OF AMERICA, N.A.

AS PLEDGEE AND COLLATERAL AGENT



AND

NOVELIS LUXEMBOURG S.A.

AS COMPANY




 





SECOND PRIORITY SHARE PLEDGE AGREEMENT



 





Elvinger, Hoss & Prussen

2, place Winston Churchill

B.P. 425

L-2014 Luxembourg







 









 








SECOND PRIORITY PLEDGE AGREEMENT — EXECUTION COPY




CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	4	 
	2. COVENANT TO PAY
	 	 	6	 
	3. DECLARATION OF PLEDGE
	 	 	6	 
	4. PERFECTION OF PLEDGE
	 	 	6	 
	6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
	 	 	8	 
	7. COVENANTS
	 	 	11	 
	8 POWER OF ATTORNEY
	 	 	12	 
	9. ENFORCEMENT OF PLEDGE
	 	 	12	 
	10. EFFECTIVENESS OF SECURITY
	 	 	13	 
	11. PARTIAL ENFORCEMENT
	 	 	15	 
	12. COSTS AND EXPENSES
	 	 	15	 
	13. NOTICES
	 	 	15	 
	14. SUCCESSORS
	 	 	16	 
	15. LIABILITY
	 	 	17	 
	16. SEVERABILITY
	 	 	17	 
	17. NO WAIVER; CUMULATIVE REMEDIES
	 	 	17	 
	18. WAIVERS, AMENDMENTS
	 	 	17	 
	19. ASSIGNMENT
	 	 	18	 
	20. GOVERNING LAW
	 	 	18	 
	21. JURISDICTION
	 	 	18	 






2









 






SECOND PRIORITY PLEDGE AGREEMENT — EXECUTION COPY



THIS PLEDGE AGREEMENT (hereafter the “Pledge Agreement” or the “Agreement”) is made on December
17th, 2010



AMONG:





	 	1)	 	NOVELIS EUROPE HOLDINGS LIMITED, a company existing under the laws of England and
Wales, having its registered office at Latchford Locks Works, Thelwell Lane, Warrington,
Cheshire, United Kingdom, WA4 1NN, registered under number 0279596 (the “Pledgor”); and





     AND




	 	2)	 	BANK OF AMERICA, N.A., acting for itself and in the name and on behalf of the
Secured Parties (as defined below) (hereinafter, the “Pledgee” or as the “Collateral
Agent”);





AND





	 	3)	 	NOVELIS LUXEMBOURG S.A., a company with limited liability existing under the laws
of Luxembourg, having its registered office at Zone Industrielle Riedgen L-3401 Dudelange,
registered with the Trade and Companies Register under number B 19.358 (the “Company”).




The Pledgor, the Pledgee and the Company shall each be referred to as a “Party” and, collectively,
the “Parties”.



WHEREAS





	(A)	 	Pursuant to a credit agreement, dated as of December 17th, 2010 (the
“Revolving Credit Agreement”) among NOVELIS INC., a corporation formed by amalgamation under
the Canada Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas
corporation, and the other U.S. subsidiaries of the Parent 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 METALS INC., a corporation formed under the Canada Business
Corporations Act, the Subsidiary Guarantors, the Lenders, Bank of America, N.A., as issuing
bank, as U.S. swingline lender, administrative agent and collateral agent for the Secured
Parties and The Royal Bank of Scotland PLC, as European swingline lender (all those terms
being defined therein) the Lenders and Issuing Bank have agreed to provide a credit facility
to the Borrowers to finance the mutual and collective business enterprise of the Loan




3









 











SECOND PRIORITY PLEDGE AGREEMENT — EXECUTION COPY





	 	 	Parties (as defined therein) upon the terms and subject to the conditions of the Revolving
Credit Agreement.
	 
	(B)	 	Pursuant to the Revolving Credit Agreement, the Pledgor has guaranteed and will continue
to guarantee the Guaranteed Obligations in favour of the Secured Parties (as defined in the in
the Revolving Credit Agreement), in consideration for the Lenders and Issuing Bank to provide
credit facility to the Borrowers in the form of revolving loans upon the terms and subject to
the conditions of the Revolving Credit Agreement.
	 
	(C)	 	Pursuant to an intercreditor agreement, dated December 17th, 2010 (as the same
may be amended, restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”) between, among other parties, the Borrower, the Guarantors, and the
other Companies party thereto, the Term Loan Administrative Agent, the Term Loan Collateral
Agent, the Revolving Credit Administrative Agent and the Revolving Credit Collateral Agent (as
all those terms defined therein), and certain other persons which may be or became parties
thereto have agreed to the relative priority of the respective Liens of the Claimholders on
the Collateral (as all those terms are defined in the Intercreditor Agreement) and certain
other rights, priorities and interests as set forth therein.
	 
	(D)	 	The Pledgor is the owner of all the sixty six thousand and twenty-six (66,026) shares
issued by the Company, without nominal value, and the Shares constitute the entire share
capital of the Company.
	 
	(E)	 	As a condition precedent to the obligations of the Lenders and the Issuing Bank to make
their respective extensions of credit to the Borrower under the Revolving Credit Agreement,
the Pledgor shall have executed and delivered this Agreement to the Collateral Agent.
	 
	(F)	 	As security for the payment when due of the Secured Obligations under the Revolving
Credit Agreement, the Pledgor has agreed to enter into this Agreement and to perform the
obligations and take the actions described herein.




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION




1.1. Terms defined in the Revolving Credit Agreement shall have the same meaning herein, unless
expressly provided to the contrary. In this Agreement:





	 	 	“Business Day” means a day other than Saturday or Sunday on which banks in Luxembourg are
open for normal business.




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	 	 	“Discharge of Revolving Credit Secured Obligations” shall have the meaning ascribed to it
in the Intercreditor Agreement.






	 	 	“Event of Default” shall have the meaning ascribed to it in the Revolving Credit Agreement.






	 	 	“First Priority Share Pledge Agreement” means the Agreement date December
17th, 2010 between the Pledgor, Bank of America, N.A. and the Company
granting a first ranking pledge over the Pledged Portfolio to certain Secured Parties as
defined therein.
	 
	 	 	“Pledged Portfolio” means the Shares and the Related Assets.






	 	 	“Related Assets” means all dividends, interest and other monies payable in respect of the
Shares, as applicable, and all other rights, benefits and proceeds in respect of or derived
from the Shares (whether by way of redemption, bonus, preference, option, substitution,
disposal, conversion or otherwise) except to the extent these constitute Shares.






	 	 	“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have
against the Company or any other company having granted security or given a guarantee for
the Company’s obligations, arising under or pursuant to the enforcement of the present
Pledge including, in particular, the Pledgor’s right of recourse against the Company under
the terms of Article 2028ff. of the Luxembourg Civil Code (including, for the avoidance of
doubt, any right of recourse prior to enforcement), or any right of recourse by way of
subrogation or any other similar right, action or claim under any applicable law.






	 	 	“Secured Obligations” shall have the meaning ascribed to such term in the Revolving Credit
Agreement.






	 	 	“Secured Parties” shall have the meaning ascribed to it in the Revolving Credit Agreement.






	 	 	“Shares” means 100% of the shares in the share capital of the Company held by, to the order
or on behalf of the Pledgor at any time, including for the avoidance of doubt any shares
which shall be issued by the Company to the Pledgor from time to time, regardless of the
reason of such issuance, (the “Future Shares”), in which case such number of Future Shares
as is required to maintain the total number of Shares held by the Pledgor and so pledged at
a level of 100% of the total share capital of the Company shall immediately be and become
subject to the security interest created hereunder.




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	1.2.	 	In this Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a
reference to a Clause hereof and (b) to any agreement (including this Agreement) is a
reference to such agreement as amended, varied, modified or supplemented (however
fundamentally) from time to time. Clause headings are for ease of reference only.
	 
	1.3.	 	This Agreement may be executed in any number of counterparts and by way of facsimile
exchange of executed signature pages, all of which together shall constitute one and the same
Agreement.






	2.	 	COVENANT TO PAY




The Pledgor covenants with the Secured Parties to pay and discharge on demand all Secured
Obligations at the time or times when, and in the currency or currencies in which, the same are
expressed to be payable.





	3.	 	DECLARATION OF PLEDGE







	3.1.	 	The Pledgor hereby pledges, and the Pledgee, acting on its own behalf and on behalf of
the Secured Parties, accepts, the Pledged Portfolio as continuing second ranking priority
security in favour of itself and of the Secured Parties for the prompt and complete payment
when due and discharge of all Secured Obligations.
	 
	3.2.	 	The Company acknowledges and accepts the present Pledge in accordance with the provisions
of Luxembourg Law.
	 
	3.3	 	The Pledge so granted is a second ranking priority pledge.







	4.	 	PERFECTION OF PLEDGE







	4.1.	 	The Parties hereto agree that, for the dispossession requirement, the Pledge shall be
inscribed in the shareholders register of the Company in accordance with articles 5(2)c) and
6(1)c) of the law dated 5th August, 2005 relating to financial collateral
arrangements (the “Law of 2005”).
	 
	4.2.	 	The Pledgor and the Pledgee, acting on its own behalf and on behalf of the Secured
Parties, request the Company, and the Company, by signing this Agreement, undertakes, to
promptly after the execution of this Agreement, (i) register the Pledge over the Shares in its
shareholders register and (ii) provide the Pledgee with a certified copy of the register
evidencing such recording.
	 
	 	 	The following wording shall be used for the registration of the Pledge over the Shares in
the shareholders register of the Company:




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	 	 	“Pursuant to a Second Priority Share Pledge Agreement dated December 17th, 2010
(the “Second Ranking Share Pledge Agreement”), 100% of all the ordinary shares in
Novelis Luxembourg S.A., owned from time to time by Novelis Europe Holdings Limited, and
in particular 66,026 shares owned on the date of the present registration, as well as any
Future Shares and any Related Assets, have been pledged, as a second ranking priority
pledge, in favour of Bank of America, N.A., acting on its own behalf and on behalf of the
Secured Parties under the Revolving Credit Agreement, in order to secure the Secured
Obligations (each capitalized term as defined in the Second Priority Share Pledge
Agreement) and may not be disposed of in anyway without the prior written consent of the
Pledgee”.
	 
	4.3.	 	Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and
empowers the Pledgee to cause any formal steps to be taken by the directors or other officers
of the Company for the purpose of perfecting the present Pledge and, for the avoidance of
doubt, the Pledgor hereby irrevocably undertakes to take any such steps if so requested in
writing by the Pledgee (acting reasonably). In particular, should any such steps be required
in relation to Future Shares, the Pledgor and the Company undertake to take any such steps
immediately upon issuance or receipt of Future Shares and, in case of the Pledgor, to instruct
the Company to take any such steps, without prejudice to the right of the Pledgee pursuant to
the first sentence hereof.







	5.	 	DIVIDENDS AND VOTING RIGHTS







	5.1.	 	As long as this Agreement remains in force and until the occurrence of an Event of
Default, dividends shall be applied in accordance with the relevant provisions of the
Revolving Credit Agreement and any other Loan Document. Following the occurrence of an Event
of Default, the Pledgee, acting on its own behalf and on behalf of the Secured Parties, shall
be entitled to receive and apply all dividends distributed by the Company in connection with
the Shares for application in accordance with the relevant provisions of the Revolving Credit
Agreement.
	 
	5.2.	 	As long as no Event of Default has occurred which is continuing, the Pledgor shall be
entitled to exercise all voting rights in relation to the Pledged Assets in a manner which
does not adversely affect this Pledge or cause a Default to occur. After the occurrence of an
Event of Default, the Pledgor shall not, without the prior written consent of the Pledgee,
exercise any voting rights or otherwise in relation to the Shares. The Pledgor and the Company
undertake that the Pledgee will be notified in writing of any meeting of the shareholder(s) of
the Company, as well as of the agenda thereof and of any proposal to pass a written resolution
of the shareholder(s) of the Company or of any other resolution to be adopted in respect of
any of the Shares, in each case at least 8 Business Days before such meeting or the proposal
of such resolution.




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	5.3.	 	After an Event of Default has occurred which is continuing, all voting rights attaching
to the Pledged Portfolio shall be automatically vested in the Pledgee, acting on its own
behalf and on behalf of the Secured Parties as defined in the Revolving Credit Agreement, in
accordance with, and to the extent permitted by, the Law of 2005.






	5.4	 	The Pledgee and the Secured Parties shall be entitled, after an Event of Default has
occurred which is continuing, to request the Pledgor to appoint the Pledgee as the Pledgor’s
irrevocable proxy to represent the Pledgor at the relevant shareholders’ meeting and exercise
the voting rights in any manner the Pledgee deems fit for the purpose of protecting and/or
enforcing its rights hereunder. The Pledgor shall do whatever is necessary in order to ensure
that the exercise of the voting rights in these circumstances is facilitated and becomes
possible for the Pledgee, including the issuing of a written proxy in any form required under
applicable law.






	5.5	 	The Pledgor hereby expressly acknowledges that the Pledgee, acting on its own behalf and
on behalf of the Secured Parties, shall be totally and unconditionally authorised to exercise
the voting rights attached to the Shares in any manner necessary or useful for the purposes of
ensuring the complete satisfaction of the Secured Obligations and hereby waives each and any
claim it may have in this respect, in particular in regard to the liability of the Pledgee
(save for events of wilful misconduct or gross negligence).






	6.	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS






	6.1	 	In addition to the representations set out in Article III of the Revolving Credit
Agreement, the Pledgor hereby represents and warrants to the Pledgee and the Secured Parties
and undertakes during the term of this Agreement and until the Pledge shall have been fully
released that:






	 	6.1.1	 	the pledge and registration of the Shares pursuant to this Agreement creates
a valid second ranking security on the Pledged Portfolio in favour of the Pledgee and
the Secured Parties in respect of all Secured Obligations except for any mandatory
privileges preferred under applicable law;






	 	6.1.2	 	except as permitted under the Revolving Credit Agreement, there are no
agreements or arrangements (including any restrictions on transfer or rights of
pre-emption) affecting the Pledged Portfolio in any way or which would or might in any
way fetter or otherwise prejudice the rights of the Pledgor under the Pledged
Portfolio or the rights of any of the Pledgee and the Secured Parties under this
Agreement;




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	 	6.1.3	 	as to the date hereof, the Shares represent 100% of the issued and fully
paid-up share capital of the Company (before dilution relating to any future share
capital increase of the Company);






	 	6.1.4	 	the Company has not declared any dividends in respect of the Shares that
are still unpaid at the date hereof;






	 	6.1.5	 	except as permitted under the Revolving Credit Agreement, it has not
sold, transferred, lent, assigned, parted with its interests in, disposed of, granted
any option in respect of or otherwise dealt with any of its rights, title and interest
in and to the Pledged Portfolio, or agreed to do any of the forgoing (otherwise than
pursuant to this Agreement);






	 	6.1.6	 	it has, and will during the term of this Agreement have, its centre of main
interests in Luxembourg and it has the power and authority and legal right to own and
operate its property, to hold and own all of its assets, including the Shares, and to
conduct the business in which it is currently engaged;






	 	6.1.7	 	it has taken all necessary action, including corporate action, and has
obtained all necessary authorisations to enable it to enter into and to authorise the
execution, delivery and performance of this Agreement, and this Agreement has been
duly executed by it;






	 	6.1.8	 	it shall act in good faith to maintain the rights of the Pledgee and the
Secured Parties hereunder valid and enforceable, and in particular shall not take any
steps nor do anything which would adversely affect the existence of the Pledge created
hereunder or the value thereof;






	 	6.1.9	 	except as permitted under the Revolving Credit Agreement, it has not
taken or received and undertakes not to take or receive any security interest, lien or
guarantee from the Company in respect of any obligation arising for the Pledgor
hereunder nor in respect of any other liability owed by the Company to the Pledgor;






	 	6.1.10	 	the execution and delivery of, and performance by the Pledgor of its obligations
under this Agreement and any other document related thereto will not:






	 	6.1.10.1	 	result in a breach of any provision of the constitutive or governing
documents of the Pledgor or of the Company; or






	 	6.1.10.2	 	result in a breach of, or constitute a default under, any contract,
undertaking, covenant or instrument to which the Pledgor or the Company is a
party or by which the Pledgor




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	 	 	 	or the Company is bound (unless such breach or default is permitted
under the Revolving Credit Agreement); or







	 	6.1.10.3	 	result in a breach of any law, decree, regulation, order, judgment or
decree of any court or governmental agency or an arbitration award to which
the Pledgor or the Company is a party or by which the Pledgor or the Company
is bound (unless such breach is permitted under the Revolving Credit
Agreement); or






	 	6.1.10.4	 	require the consent of the shareholders of the Pledgor or the Company
or any other person or, if any such consent is required, it has been obtained
and is in full force and effect;






	 	6.1.11	 	no order has been made and no resolution has been passed for the winding-up,
bankruptcy, admission to the regime of suspension of payment and/or of controlled
management or for a composition with creditors of, or by, the Company or for a
liquidator, curateur or commissaire or like official to be appointed in respect of the
Pledgor or the Company and no petition has been presented and no meeting has been
convened for any such purpose;






	 	6.1.12	 	no receiver has been appointed in respect of the Pledgor or the Company or all
or any of their assets and none of their respective assets is the subject of an
arrest;






	 	6.1.13	 	except as permitted under the Revolving Credit Agreement, no event analogous to
any of the foregoing has occurred outside Luxembourg;






	 	6.1.14	 	except as permitted under the Revolving Credit Agreement, no unsatisfied
judgment is outstanding against the Pledgor and the Company;






	 	6.1.15	 	subject to any thresholds provided in the Revolving Credit Agreement, no
guarantee, loan capital, borrowed money or interest is overdue for payment by the
Pledgor and the Company, and no other obligation or indebtedness is outstanding which
is overdue for performance or payment where such fact could have a material adverse
effect on the Pledgor or the Company or their respective business.






	6.2.	 	The Pledgor hereby formally undertakes not to exercise the Rights of Recourse or any
other rights against the Company or any other company in any manner (including for the
avoidance of doubt, by way of provisional measures such as provisional attachment
(“saisie-arrêt conservatoire”) or by way of set-off), or to take any action or do anything in
relation to such Rights of Recourse or other




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	 	 	similar rights, for as long as any amounts remain outstanding under the Secured
Obligations.
	 
	6.3.	 	Each representation and warranty set out in this Clause 6 is made on the date hereof and
is deemed to be reiterated until the Secured Obligations shall have been satisfied in full, on
the same days as the representations and warranties are repeated under the Revolving Credit
Agreement.






	7.	 	COVENANTS




The Pledgor hereby covenants that, for as long as this Agreement will be in force:





	7.1.	 	any shares of the Company issued and allotted to it after the date of this Agreement,
shall immediately be and become subject to the security interest created hereunder, up to 100%
of the share capital;
	 
	7.2.	 	it will take any measures, accomplish any formalities and, generally, do all that is
necessary at its own cost to permit the exercise, at any time, by the Pledgee, of any rights,
actions and privileges of the Pledgee and the Secured Parties pursuant to applicable law and
this Agreement;
	 
	7.3.	 	it will exercise the voting rights in respect of the Shares so as not to violate or
otherwise adversely affect the rights of any of the Pledgee and the Secured Parties under this
Agreement;
	 
	7.4.	 	except as otherwise permitted under the Revolving Credit Agreement, it will not modify in
any way the Company’s corporate form, nor decide or undertake, as the case may be, any merger,
split, sale of assets, reduction in capital or dissolution of the Company without having first
obtained the prior written approval to that effect of the Pledgee and the Secured Parties, and
it will not amend the Company’s articles of incorporation (to the extent such amendment may
prejudice any right of any of the Pledgee and the Secured Parties under the Revolving Credit
Agreement);
	 
	7.5.	 	it will inform without delay the Pledgee and the Secured Parties of the occurrence of any
event which may render any of the representations and warranties set out in Clause 7 above
inaccurate;
	 
	7.6.	 	except as permitted under the Revolving Credit Agreement and subject to the prior written
consent of the Pledgee and the Secured Parties, the Pledgor shall not create, grant or permit
to exist (a) any security interest over or (b) any restriction on the ability to transfer or
enforce or (c) assign or dispose of all or any part of the Pledged Portfolio;




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	7.7.	 	it shall cooperate with the Pledgee and sign or cause to be signed all such further
documents and take all such further action as the Pledgee may from time to time reasonably
request to perfect and protect this Pledge and to carry out the provisions and purposes of
this Agreement;
	 
	7.8.	 	the Pledgor shall inform the Pledgee in advance of any intention to increase the share
capital of the Company and/or to issue new shares.
	 
	8	 	POWER OF ATTORNEY
	 
	 	 	The Pledgor irrevocably appoints the Pledgee to be its attorney and in its name and on its
behalf to execute, deliver and perfect all documents (including any share transfer forms
and other instruments of transfer) and do all things that the Pledgee, acting on its own
behalf and on behalf of the Secured Parties, may consider to be requisite for (a) carrying
out any obligation imposed on the Pledgor under this Agreement or (b) exercising any of the
rights conferred to any of the Pledgee and the Secured Parties under this Agreement or by
law, it being understood that the enforcement of the Pledge over the Pledged Assets must be
carried out as described in Clause 9 hereunder. The Pledgor shall ratify and confirm all
things done and all documents executed by the Pledgee in the exercise of this power of
attorney.
	 
	9.	 	ENFORCEMENT OF PLEDGE
	 
	9.1.	 	Following the occurrence of an Event of Default and subject to the First Priority Share
Pledge Agreement, the Pledgee shall be entitled to enforce the Pledge in accordance with the
terms of the Intercreditor Agreement, and in the most favourable manner provided for by
Luxembourg law at that time, and in particular:






	 	9.1.1	 	to appropriate itself and/or for and on its own behalf and on behalf of the
Secured Parties all or part of the Pledged Portfolio at a price equal to the value of
the relevant Pledged Portfolio as determined in accordance with Schedule 1 hereof;
	 
	 	9.1.2	 	to sell all or part of the Pledged Portfolio in a private transaction at
arm’s length terms (conditions commerciales normales);
	 
	 	9.1.3	 	to cause the sale of all or part of the Pledged Portfolio, at a stock
exchange selected by the Pledgee or by public auction held at the place and at the time
and if required by applicable law by the public officer, designated by the Pledgee;
	 
	 	9.1.4	 	to request from the competent court, that title to all or part of the
Pledged Portfolio be assigned or transferred to it, at a price determined by a court
appointed expert;




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	 	9.1.5	 	in respect of any Related Assets consisting of claims for sums of money, to
the extent that such sums are owed by the Company or a third party, to require the
Company or such third party to make payment of the amount due by it directly to the
Pledgee, acting on its own behalf and on behalf of the Secured Parties.






	 	 	The Pledgee will have total and unlimited discretion as to the manner or manners of
enforcement and will not be required to have regard for the interests of the Pledgor or the
Company.
	 
	9.2.	 	Any proceeds of enforcement received by the Pledgee and the Secured Parties shall be
applied in accordance with the order and priority set forth under the Revolving Credit
Agreement.
	 
	9.3.	 	The Pledgor further confirms that it has decided, in as far as legally required, to
approve as new shareholder(s) any other person(s) who would acquire the Shares as the result
of an enforcement of the Pledge over the Shares, and the Pledgor undertakes, to the extent
necessary, to approve any other person as shall be designated by the Pledgee in the future for
this purpose in a similar way, and to procure such approval by any other shareholder if the
Pledgor is not the sole shareholder of the Company at that time.
	 
	10.	 	EFFECTIVENESS OF SECURITY
	 
	10.1.	 	The Pledge shall be a continuing security and shall not be considered as satisfied or
discharged or prejudiced by any intermediate payment or by the settlement of any part of the
Secured Obligations and shall remain in full force and effect until it has been released in
accordance with the terms of this Agreement upon the Discharge of Revolving Credit Secured
Obligations.
	 
	10.2.	 	The Pledgor shall not be entitled to require the release of the Pledge until the
Discharge of Revolving Credit Secured Obligations, and the Pledgee hereby undertakes, at the
request of the Pledgor, to give release of the Pledge no later than five Business Days after
the Discharge of Revolving Credit Secured Obligations, subject to delivery of any documents or
certificates which the Pledgee may reasonably request (including in particular, any
certificates in relation to the absence of voidness or voidability of payments under any
applicable laws).
	 
	10.3.	 	This Pledge shall be discharged by, and only by, the express release thereof granted by
the Pledgee pursuant to the terms of clause 10.2 hereabove. All reasonable costs and expenses
associated with the release and discharge of Pledge shall be borne by the Pledgor.




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	10.4.	 	The Pledge shall be cumulative, in addition to and independent of every other security
which the Pledgee or any Secured Party may at any time hold as security for the Secured
Obligations or any rights, powers and remedies provided by law and shall not operate so as in
any way to prejudice or affect or be prejudiced or affected by any security interest or other
right or remedy which the Pledgee or any Secured Party may now or at any time in the future
have in respect of the Secured Obligations.
	 
	10.5.	 	This Pledge shall not be prejudiced by any time or indulgence granted to any person, or
any abstention or delay by the Pledgee or any Secured Party in perfecting or enforcing any
security interest or rights or remedies that the Pledgee or any Secured Party may now or at
any time in the future have from or against the Pledgor or any other person.
	 
	10.6.	 	No failure on the part of the Pledgee or any Secured Party, to exercise, or delay on its
part in exercising, any of their rights under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right preclude any further or
other exercise of that or any other rights.
	 
	10.7.	 	Neither the obligations of the Pledgor contained in this Agreement nor the rights,
powers and remedies conferred to the Pledgee and the Secured Parties under this Agreement or
by law, nor the pledge created hereby shall be discharged, impaired or otherwise affected by:






	 	10.7.1	 	any amendment to, or any variation, waiver or release of, any Secured Obligation
under the Revolving Credit Agreement or any other Loan Document;






	 	10.7.2	 	any failure to take, or to fully take, any security contemplated by the
Revolving Credit Agreement or any other Loan Document otherwise agreed to be taken in
respect of the Secured Obligations;






	 	10.7.3	 	any failure to realise or to fully realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of the Secured
Obligations; or






	 	10.7.4	 	any other act, event or omission which, but for this Clause 11, might operate to
discharge, impair or otherwise affect any of the obligations of the Pledgor contained
in this Agreement, the rights, powers and remedies conferred to the Pledgee and the
Secured Parties under this Agreement, the Pledge or by law.






	10.8.	 	For the avoidance of doubt, each Pledgor hereby waives any rights arising (if any) under
Article 2037 of the Luxembourg Civil Code.




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	10.9.	 	Each Pledgor waives its right to the benefit of both “division” and “discussion”.
	 
	10.10.	 	Neither the Pledgee nor any of the Secured Parties nor any of their respective agents
shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any
neglect or default in connection with the Pledged Portfolio or (c) the realisation of all or
any part of the Pledged Portfolio, except in the case of gross negligence or wilful default,
any and all joint liability being excluded.





	11.	 	PARTIAL ENFORCEMENT





	 	 	The Pledgee shall have the right to request enforcement of all or part of the Pledged
Portfolio in its most absolute discretion. No action, choice or absence of action in this
respect, or partial enforcement, shall in any manner affect the security interest created
hereunder over the Pledged Assets as it then shall be (and in particular those Pledged
Portfolio which have not been subject to enforcement). The security interest thereover
shall continue to remain in full and valid existence until discharge or termination hereof,
as the case may be.





	12.	 	COSTS AND EXPENSES





	 	 	All reasonable costs, fees, stamp duties and other amounts incurred by the Pledgee or any
Secured Party in connection with the negotiation, execution or enforcement of this
Agreement will be for the account of the Pledgor subject to and in accordance with the
provisions of the Revolving Credit Agreement.





	13.	 	NOTICES





	13.1.	 	Each notice or other communication to be given under this Agreement shall be given in
accordance with Section 11.1 of the Revolving Credit Agreement at the addresses set out below:




To the Pledgor:



Novelis Europe Holdings Limited

Latchford Locks Works, Thelwell Lane,

Warrington, Cheshire,

United Kingdom,

WA4 1NN,

Attention: Company Secretary

Fax: 00 41 44 386 21 51

Phone: 00 41 44 386 2318



with a copy to: General Manager







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To the Pledgee:



Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Fax: 312-453-5555



To the Company:

Novelis Luxembourg SA

att. Plant Manager

Zone Industrielle de Riedgen

L-3401 Dudelange

Luxembourg

Phone: +352 51 86 64 -1

Fax: + 352 51 86 64 210



cc: Novelis AG

att. Legal Department

Sternenfeldstrasse 19

CH — 8700 Küsnacht ZH

Switzerland

Phone: +41 44 386 2150

Fax: +41 44 386 2309





	14.	 	SUCCESSORS
	 
	14.1.	 	This Agreement shall remain in effect despite any amalgamation or merger or replacement
(however effected) relating to the Pledgee or any of the Secured Parties, and without
prejudice to the provision of the Revolving Credit Agreement, references to the Pledgee or any
of the Secured Parties shall be deemed to include any assignee or successor in title of the
Pledgee or any of the Secured Parties and any person who, under any applicable law, has
assumed the rights and obligations of the Pledgee or any of the Secured Parties hereunder or
under the Revolving Credit Agreement or to which under such laws the same have been
transferred or novated or assigned in any manner. To the extent a further notification or
registration or any other step is required by law to give effect to the above, such further
registration shall be made and the Pledgor and the Company hereby give power of attorney to
the Pledgee to make any notifications and/or to require any required registrations to be made
in the share register of the Company, or to take any other steps, and each undertakes to do so
itself if so requested by the Pledgee.
	 
	14.2.	 	For the purpose of Article 1278 of the Luxembourg Civil Code, to the extent required
under applicable law and without prejudice to any other terms hereof or of the Revolving
Credit Agreement and in particular of Clause 14.1 hereabove, in the




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	 	 	event of any assignment, transfer, novation or disposal of a part or all of its rights and
obligations by the Pledgee under the Revolving Credit Agreement, such Pledgee hereby
expressly maintains, which each of the Pledgor accepts, all its rights and privileges
hereunder for the benefit of its successor and assignees, so that the Pledge herein created
will secure the Secured Obligations to the benefit of such successor and/or assignee (as
the case may be), without further formalities.
	 
	15.	 	LIABILITY
	 
	 	 	Neither the Pledgee nor any of the Secured Parties shall be liable for the loss or wrongful
delivery of, or damage to, the Pledged Portfolio, howsoever arising, save to the extent
that such loss, wrongful delivery or damage is caused by the gross negligence of wilful
misconduct of the relevant Pledgee or Secured Party, any and all joint liability being
excluded.
	 
	16.	 	SEVERABILITY
	 
	 	 	Any provision of this Agreement that 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.
	 
	17.	 	NO WAIVER; CUMULATIVE REMEDIES
	 
	 	 	Neither the Pledgee nor any of the Secured Parties shall by any act, delay, and omission or
otherwise be deemed to have waived any of its rights or its remedies hereunder and no
waiver shall be valid unless in writing, signed by or on behalf of the Pledgee, acting on
its own behalf or on behalf of the Secured Parties, and then only to the extent therein set
forth. A waiver by or on behalf of the Pledgee, acting on its own behalf or on behalf of
the Secured Parties, of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Pledgee would otherwise have on any
future occasion. No failure to exercise nor any delay in exercising on the part of the
Pledgee, any right, power or privileges hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided are cumulative and may be exercised
singly or concurrently, and are not exclusive of any rights or remedies provided by law.
	 
	18.	 	WAIVERS, AMENDMENTS
	 
	 	 	Neither this Agreement nor any terms or conditions hereof may be amended, changed, waived,
discharged, terminated or otherwise modified unless such




17









 











SECOND PRIORITY PLEDGE AGREEMENT — EXECUTION COPY





	 	 	amendment, change, waiver, discharge, termination or modification is in writing duly
executed by or on behalf of the Pledgee, and is otherwise in accordance with the terms of
the Revolving Credit Agreement. This Agreement and all obligations of the Pledgor
hereunder shall be binding upon the successors and assigns of the Pledgor, and shall,
together with the rights and remedies of the Pledgee and Secured Parties hereunder, inure
to the benefit of the Pledgee and the Secured Parties and their respective successors and
assigns.
	 
	19.	 	ASSIGNMENT
	 
	 	 	The Pledgor may not assign or transfer all or any part of their rights or obligations
hereunder. Each of the Pledgee and the Secured Parties may assign or transfer all or any of
its respective rights and obligations hereunder. Clause 14.2 shall apply mutatis mutandis.
	 
	20.	 	GOVERNING LAW 
	 
		 	
This Agreement shall be governed by and be construed in accordance with Luxembourg law.
	 
	21.	 	JURISDICTION
	 
	 	 	With respect to any proceedings arising in connection with this Agreement, the Pledgor and
the Company irrevocably submit to the jurisdiction of the Luxembourg courts,
notwithstanding the right of each of the Pledgee and the Secured Parties to take
proceedings in any other jurisdiction.
	 
	22.	 	CONFLICTING PROVISIONS
	 
	22.1.	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In
the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the
terms and provisions of the Revolving Credit Agreement shall control and govern.
	 
	22.2.	 	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. 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. Except as
provided for in this paragraph,




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SECOND PRIORITY PLEDGE AGREEMENT — EXECUTION COPY





	 	 	notwithstanding anything herein to the contrary, the Revolving Credit Agreement, including
Article X thereof, shall govern and control the exercise of remedies by Collateral Agent.




IN WITNESS THEREOF the parties hereto have executed this Agreement in one or multiple original
counterparts, all of which together evidence the same Agreement, on the day and year first written
above.




[REMAINDER INTENTIONALLY LEFT IN BLANK]









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SECOND PRIORITY PLEDGE AGREEMENT — EXECUTION COPY




The Pledgor:



NOVELIS EUROPE HOLDINGS LIMITED




					
	 	
 	 
	 	By:  	 	 
	 	 	 	 
	 
	 	The Pledgee and Collateral Agent:



Bank of America, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	Peter M. Walther 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	The Company:




NOVELIS LUXEMBOURG S.A.

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



20









 






	 	 	 	 	 



SECOND PRIORITY PLEDGE AGREEMENT — EXECUTION COPY




SCHEDULE 1




VALUATION PRINCIPLES


The Pledged Portfolio shall be valued:





	1.	 	With respect to the Shares:






	 	•	 	if listed or quoted (to the extent possible), at the market value as quoted on the
principal market for such Shares as the opening price on the day of appropriation;






	 	•	 	if not listed, by the Pledgee pursuant to the following method: (i) any asset of the
Company that is listed or whose price can be determined by reference to a listed asset
(such as in the case of obligations convertibles en actions or obligations remboursables
en actions) by using, mutatis mutandis, the valuation principle set out in the preceding
paragraph for the underlying listed assets and (ii) for all other assets their fair
market value as if sold between a willing buyer and a willing seller using a standard
market approach and, if appropriate for the relevant assets, a multi criteria approach
combining market multiples, book value, discounted cash flow or comparable public
transaction of which price is known and acting in a reasonable manner, at the time of
appropriation.






	2.	 	With respect to the Related Assets:
	 
	 	 	Any cash receivable will be valued at face value less any provision considered prudent by the
Pledgee acting reasonably and in good faith.




LESS all the liabilities (“passif”), contingent or otherwise of the Company (other than for the
avoidance of doubt shareholders’ equity (including any and all shareholders’ loans or securities
or financial instruments issued by the Company and subscribed to by the shareholders)) determined
reasonably and in good faith by the Pledgee.





21











 





ABL

Execution Copy



NOVELIS LUXEMBOURG S.A.

AS PLEDGOR




AND



BANK OF AMERICA, N.A.

AS PLEDGEE AND COLLATERAL AGENT



 





FIRST RANKING

ACCOUNT PLEDGE AGREEMENT




 





Elvinger, Hoss & Prussen

2, place Winston Churchill

B.P. 425

L-2014 Luxembourg

www.ehp.lu



 









 






CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	4	 
	2. PLEDGE
	 	 	5	 
	3. PERFECTION OF PLEDGE
	 	 	6	 
	4. RIGHTS OF THE PLEDGEE
	 	 	6	 
	5. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
	 	 	6	 
	6. COVENANTS
	 	 	9	 
	7. POWER OF ATTORNEY
	 	 	9	 
	8. ENFORCEMENT OF PLEDGE
	 	 	10	 
	9. EFFECTIVENESS OF SECURITY
	 	 	10	 
	10. PARTIAL ENFORCEMENT
	 	 	12	 
	11. COSTS AND EXPENSES
	 	 	12	 
	12. NOTICES
	 	 	12	 
	13. SUCCESSORS
	 	 	13	 
	14. LIABILITY
	 	 	13	 
	15. SEVERABILITY
	 	 	14	 
	16. NO WAIVER; CUMULATIVE REMEDIES
	 	 	14	 
	17. WAIVERS, AMENDMENTS
	 	 	14	 
	18. ASSIGNMENT
	 	 	14	 
	19. GOVERNING LAW
	 	 	15	 
	20. JURISDICTION
	 	 	15	 
	21. CONFLICTING PROVISIONS
	 	 	15	 
	SCHEDULE 1
	 	 	17	 
	SCHEDULE 2
	 	 	18	 






2









 





THIS ACCOUNT PLEDGE AGREEMENT (hereafter the “Agreement”) is made on December 17th, 2010



AMONG:



NOVELIS LUXEMBOURG S.A., a company with limited liability existing under the laws of Luxembourg,
having its registered office at Zone Industrielle Riedgen L-3401 Dudelange, registered with the
Trade and Companies Register under number B 19.358 (hereafter, the “Pledgor”);



AND:



BANK OF AMERICA, N.A., acting for itself and in the name and on behalf of the Secured Parties (as
defined below) (hereinafter the “Pledgee” or otherwise as the “Collateral Agent”);




(The Pledgor and the Pledgee shall each be referred to as a “Party” and, collectively, the
“Parties”).



WHEREAS





	(A)	 	Pursuant to a credit agreement, dated as of December 17th, 2010 (the “Revolving
Credit Agreement”) among NOVELIS INC., a corporation formed by amalgamation under the Canada
Business Corporations Act (the “Parent Borrower”) NOVELIS CORPORATION, a Texas corporation,
and the other U.S. subsidiaries of the Parent 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 METALS INC., a corporation formed under the Canada Business Corporations
Act, the Subsidiary Guarantors, the Lenders, Bank of America, N.A., as issuing bank, U.S.
swingline lender, administrative agent and collateral agent for the Secured Parties and The
Royal Bank of Scotland PLC, as European swingline lender (all those terms being defined
therein) the Lenders and Issuing Banks have agreed to provide a credit facility to the
Borrowers to finance the mutual and collective business enterprise of the Loan Parties (as
defined therein) upon the terms and subject to the conditions of the Revolving Credit
Agreement.






	(B)	 	Pursuant to the Revolving Credit Agreement, the Pledgor has guaranteed and will continue to
guarantee the Guaranteed Obligations (as defined in the Revolving Credit Agreement) in favour
of the Secured Parties (as defined in the in the Revolving Credit Agreement), in consideration
for the Lenders and Issuing Bank to provide credit




3









 






	 	 	facility to the Borrowers in the form of revolving loans upon the terms and subject to the
conditions of the Revolving Credit Agreement.






	(C)	 	Pursuant to an intercreditor agreement, dated December 17th, 2010 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”) between, among other parties, the Borrower, the Guarantors, and the other
Companies party thereto, thereto the Term Loan Administrative Agent, the Term Loan Collateral
Agent, the Revolving Credit Administrative Agent and the Revolving Credit Collateral Agent (as
all those terms defined therein), and certain other persons which may be or became parties
thereto have agreed to the relative priority of the respective Liens of the Claimholders on
the Collateral (as all those terms are defined in the Intercreditor Agreement) and certain
other rights, priorities and interests as set forth therein.






	(D)	 	As security for the payment when due of the Secured Obligations under the Revolving Credit
Agreement, the Pledgor has agreed to enter into this Agreement and to perform the obligations
and take the actions described herein.





IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1.	 	In this Agreement, terms defined in the Revolving Credit Agreement have the same meaning when
used in this Agreement, terms defined above have the same meaning when used in this Agreement,
and the following terms have the following meanings:
	 
	 	 	“Account Bank” means each of the banks listed in Schedule 1 hereto.
	 
	 	 	“Business Day” means a day other than Saturday or Sunday onm which banks in Luxembourg are
open for normal business.
	 
	 	 	“Discharge of Revolving Credit Secured Obligations” shall have the meaning ascribed to it in
the Intercreditor Agreement.
	 
	 	 	“Event of Default” shall have the meaning ascribed to such term in the Revolving Credit
Agreement.
	 
	 	 	“Pledged Account” means each of the bank accounts of the Pledgor opened with the
Account Bank with respective account number opposite to the name of the bank as listed in
Schedule 1 hereto, and any account with the same source (racine, and generally any account
whatsoever) held in the sole name of the Pledgor with the same Account Bank.




4









 






	 	 	“Pledged Assets” means all the assets, rights and claims the Pledgor has or will have in
relation to the Pledged Account, in principal and interest owned by the Pledgor, at any time
pledged or purported to be pledged by the Pledgor hereunder and all income or revenues there
from and proceeds thereof or replacement assets, including but not limited to securities,
cash or other rights, property or proceeds and products without exception or reservation and
without distinction as regards the rights they represent, from time to time credited to the
Pledged Account, received, receivable or otherwise distributed in respect of the Pledged
Account.
	 
	 	 	“Pledge” means the pledge on the Pledged Assets constituted by this Agreement.
	 
	 	 	“Rights of Recourse” means all and any rights, actions and claims the Pledgor may have
against the Loan Parties or any other company having granted security or given a guarantee
for the Pledgor’s obligations, arising under or pursuant to the enforcement of the present
Pledge including, in particular, the Pledgor’s right of recourse against the Loan Parties
under the terms of Article 2028ff. of the Luxembourg Civil Code (including, for the
avoidance of doubt, any right of recourse prior to enforcement), or any right of recourse by
way of subrogation or any other similar right, action or claim under any applicable law.
	 
	 	 	“Secured Obligations” shall have the meaning ascribed to such term in the Revolving Credit
Agreement.
	 
	 	 	“Secured Parties” shall have the meaning ascribed to it in the Revolving Credit Agreement.






	1.2.	 	In this Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a reference to a Clause hereof and (b) to any agreement
(including this Agreement) is a reference to such agreement as amended,
varied, modified or supplemented (however fundamentally) from time to
time. Clause headings are for ease of reference only
	 
	1.3.	 	This Agreement may be executed in any number of counterparts and by
way of facsimile exchange of executed signature pages, all of which together shall constitute one and the same Agreement.
	 
	2.	 	PLEDGE






	2.1.	 	The Pledgor hereby pledges, and the Pledgee, acting on behalf of the Secured Parties,
accepts, the Pledged Assets as continuing firstranking priority security in favour of itself
and of the Secured Parties for the prompt and complete payment when due and discharge of all
Secured Obligations.






	2.2.	 	So long as no Event of Default has occurred which is continuing, unremedied or unwaived, the
Pledgor shall be entitled to debit the Pledged Account of any cash




5









 












	 	 	monies held thereon subject to the provisions
of the Revolving Credit Agreement. Following
the occurrence of an Event of Default, the
Pledgee shall be entitled to receive and
freely apply all sums paid or payable in
respect of the Pledged Assets.






	3. 	 	PERFECTION OF PLEDGE






	3.1.	 	For the perfection of the Pledge, the Pledgor shall, promptly following the date of execution
of this Agreement, send by fax and by registered letter a duly executed notice to the Account
Bank, with a copy thereof to the Pledgee (the “Pledge Notice”) (in substantially the form set
out in Schedule 2). The Pledgor undertakes to use its best endeavours to receive from the
Account Bank and deliver to the Pledgee a duly signed copy by the Account Bank of the Pledge
Notice for acknowledgment of creation of the Pledge. Such acknowledgement must be obtained
within 45 days of the date hereof (or by such later date as may be agreed to in writing by the
Pledgee in its sole discretion), each in form and substance acceptable to the Pledgee,
acknowledgments from each of the Pledgor’s Account Banks to the account pledge agreements in
favour of the Pledgee of each of the cash accounts of the Pledgor (provided that, in the event
that the Pledgor notifies the Pledgee that such an acknowledgment is not available from any
bank, the Pledgor shall instead close the accounts with such bank within 45 days of such
notice (or by such later date as may be agreed to in writing by the Pledgee in its sole
discretion)).






	3.2.	 	Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and
empowers the Pledgee to take or cause to be taken any formal steps by the managers or officers
of the Pledgor for the purpose of perfecting the present Pledge and, for the avoidance of
doubt, the Pledgor hereby irrevocably undertakes to take any such steps if so requested in
writing by the Pledgee (acting reasonably).






	4.	 	RIGHTS OF THE PLEDGEE
	 
	4.1	 	The Parties to the Agreement hereby agree that the Pledgee shall be the agent (mandataire) of
the Secured Parties for the purposes of this Agreement, acting in such capacity in its name
for itself and on behalf of the Secured Parties.
	 
	4.2	 	The Secured Parties and the Pledgee shall not be under any liability by reason of, or arising
out of, this Agreement except in the case of gross negligence or wilful misconduct (as
determined by the final, non-appealable judgment of a court of competent jurisdiction).
	 
	5.	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
	 
	5.1.	 	The Pledgor hereby represents and warrants to the Pledgee and the Secured Parties and
undertakes during the terms of this Agreement and until the Pledge shall have been fully
released that:




6









 












	 	5.1.1	 	it is the sole owner of, and has good and marketable title to, the Pledged
Assets;
	 
	 	5.1.2	 	the Pledge pursuant to this Agreement creates a valid security on the Pledged
Assets in favour of the Pledgee and the Secured Parties, and, in particular, creates a
valid first ranking security in favour of the Pledgee and the Secured Parties in
respect of all Secured Obligations and it is not subject to any other prior ranking or
pari passu ranking security except for any mandatory privileges preferred under
applicable law or any lien permitted under by and having priority under the Revolving
Credit Agreement;
	 
	 	5.1.3	 	except as permitted under the Revolving Credit Agreement, there are no
agreements or arrangements (including any restrictions on transfer or rights of
pre-emption) affecting the Pledged Assets in any way or which would or might in any way
fetter or otherwise prejudice the rights of the Pledgor in respect of the Pledged
Assets or the rights of any of the Pledgee and the Secured Parties under this
Agreement;
	 
	 	5.1.4	 	no security (other than the present Pledge or any security interests permitted
under the Revolving Credit Agreement) exists on, over or with respect to the Pledged
Account and/or the Pledged Assets;
	 
	 	5.1.5	 	except as permitted under the Revolving Credit Agreement, it has not sold,
transferred, lent, assigned, parted with its interests in, disposed of, granted any
option in respect of or otherwise dealt with any of its rights, title and interest in
and to the Pledged Assets, or agreed to do any of the foregoing (otherwise than
pursuant to this Agreement);
	 
	 	5.1.6	 	it is duly organised and validly existing under the laws of Luxembourg, it
has, and will during the term of this Agreement have, its centre of main interests in
Luxembourg and it has the power and authority and legal right to own and operate its
property, to hold and own all of its assets, including the Pledged Assets, and to
conduct the business in which it is currently engaged;
	 
	 	5.1.7	 	it has the power and authority and the legal right to enter into, execute and
deliver, and to perform its obligations expressed to be assumed by it under, this
Agreement, and has taken all necessary action, including corporate action, and has
obtained all necessary authorisations to enable it to enter into and to authorise the
execution, delivery and performance of this Agreement, and this Agreement has been duly
executed by it;
	 
	 	5.1.8	 	this Agreement constitutes its legal, valid and binding obligations and
operates a valid and enforceable pledge of the Pledged Assets in accordance with its
terms once the Pledge has been perfected in accordance with its terms (except




7









 






	 	 	 	as may be limited by any applicable bankruptcy, insolvency, reorganisation,
moratorium or any similar laws limiting creditors rights generally);
	 
	 	5.1.9	 	it shall act in good faith to maintain the rights of the Pledgee and the
Secured Parties hereunder valid and enforceable, and in particular shall not take any
steps nor do anything (other than any steps or actions permitted under the Revolving
Credit Agreement) which would adversely affect the existence of the Pledge created
hereunder or the value thereof;
	 
	 	5.1.10	 	the execution and delivery of, and performance by the Pledgor of its obligations
under this Agreement and any other document related thereto will not:






	 	5.1.10.1	 	result in a breach of any provision of the constitutive or governing
documents of the Pledgor; or
	 
	 	5.1.10.2	 	result in a breach of, or constitute an event of default under, any
contract, undertaking, covenant or instrument to which the Pledgor is a party
or by which the Pledgor is bound, except for such breaches or events of default
which could not reasonably be expected to have a Material Adverse Effect; or
	 
	 	5.1.10.3	 	result in a breach of any law, decree, regulation, order, judgment or
decree of any court or governmental agency or an arbitration award to which the
Pledgor is a party or by which the Pledgor is bound; or
	 
	 	5.1.10.4	 	require the consent of the shareholders of the Pledgor or any other person
or, if any such consent is required, it has been obtained and is in full force
and effect;






	 	5.1.11	 	no order has been made and no resolution has been passed for the winding-up,
bankruptcy, admission to the regime of suspension of payment and/or of controlled
management or for a composition with creditors of, or by, the Pledgor or for a
liquidator, curateur or commissaire or like official to be appointed in respect of the
Pledgor and no petition has been presented and no meeting has been convened for any
such purpose;
	 
	 	5.1.12	 	no receiver has been appointed in respect of the Pledgor or all or any of its assets
and none of its assets is the subject of an arrest;
	 
	 	5.1.13	 	no event substantially similar in law to any of the foregoing has occurred outside
Luxembourg with respect to the Pledgor; and




8









 






	 	5.1.15	 	as the date hereof, no guarantee, loan capital, borrowed money or interest is overdue
for payment by the Pledgor, and no other obligation or indebtedness is outstanding
which is overdue for performance or payment in each case where such fact could
reasonably be expected to have a material adverse effect on the Pledgor or its
business.






	5.2.	 	The Pledgor hereby formally undertakes not to exercise the Rights of Recourse or any other
rights against the Loan Parties or any other company in any manner (including for the
avoidance of doubt, by way of provisional measures such as provisional attachment
(“saisie-arrêt conservatoire”) or by way of set-off), or to take any action or do anything in
relation to such Rights of Recourse or other similar rights, for so long as any amounts remain
outstanding under the Secured Obligations.
	 
	5.3	 	Each representation and warranty set out in this Clause 5 is made on the date hereof and is
deemed to be reiterated until the Secured Obligations shall have been satisfied in full, on
the same days as the representations and warranties are repeated under the Revolving Credit
Agreement.
	 
	6.	 	COVENANTS




The Pledgor hereby covenants that, for as long as this Agreement will be in force:





	6.1.	 	it will take any measures, accomplish any formalities and, generally, or otherwise do all
that is requested by the Pledgee and necessary at its own cost to permit the exercise, at any
time, by the Pledgee of any rights, actions and privileges of the Pledgee and the Secured
Parties pursuant to applicable law and this Agreement;






	6.2.	 	except as permitted under the Revolving Credit Agreement and subject to the prior written
consent the Pledgee, the Pledgor shall not create, grant or permit to exist (a) any security
interest over or (b) any restriction on the ability to transfer or enforce or (c) assign or
dispose of all or any part of the Pledged Assets; and






	6.3.	 	it shall cooperate with the Pledgee and sign or cause to be signed all such further documents
and take all such further action as the Pledgee may from time to time reasonably request to
perfect and protect this Pledge and to carry out the provisions and purposes of this
Agreement.






	7.	 	POWER OF ATTORNEY






	 	 	The Pledgor irrevocably appoints the Pledgee to be its attorney and in its name and on its
behalf to execute, deliver and perfect all documents (including any share transfer forms and
other instruments of transfer) and do all things that the Collateral Agent, acting for
itself and on behalf of the Secured Parties, may consider to be requisite for (a) carrying
out any obligation imposed on the Pledgor under this Agreement or (b)




9









 






	 	 	exercising any of the rights conferred to the Pledgee and the Secured Parties under this
Agreement or by law, it being understood that the enforcement of the Pledge over the Pledged
Assets must be carried out as described in Clause 8 hereunder. The Pledgor shall ratify and
confirm all things done and all documents executed by the Pledgee in the exercise of this
power of attorney.






	8.	 	ENFORCEMENT OF PLEDGE






	8.1.	 	Subject always to and in compliance with the provisions of the Intercreditor Agreement,
following the occurrence of an Event of Default, the Pledgee shall be entitled, without prior
notice to the Pledgor, to enforce the Pledge in the most favourable manner provided for by
Luxembourg law at that time and in particular to require the Account Bank to make payment of
all amounts deposited for the credit of the Pledged Account directly to the Pledgee, acting on
behalf of the Pledgee and the Secured Parties; in that respect the Pledgee may terminate any
term deposit prior to its maturity.






	8.2.	 	The Pledgee will have total and unlimited discretion as to the manner or manners of
enforcement and will not be required to have regard to the interests of the Pledgor.






	9.	 	EFFECTIVENESS OF SECURITY






	9.1.	 	The Pledge shall be a continuing security and shall not be considered as satisfied or
discharged or prejudiced by any intermediate payment or by the settlement of any part of the
Secured Obligations and shall remain in full force and effect until it has been released in
accordance with the terms of this Agreement upon the Discharge of Revolving Credit Secured
Obligations.






	9.2.	 	The Pledgor shall not be entitled to require the release of the Pledge until the Discharge of
Revolving Credit Secured Obligations, and the Pledgee hereby undertakes, at the request of the
Pledgor, to give release of the Pledge no later than five Business Days after the Discharge of
Revolving Credit Secured Obligations, subject to delivery of any documents or certificates
which the Pledgee may reasonably request (including in particular, any certificates in
relation to the absence of voidness or voidability of payments under any applicable laws).






	9.3.	 	This Pledge shall be discharged by, and only by, the express release thereof granted by the
Pledgee pursuant to the terms of Clause 9.2 hereabove. All reasonable costs and expenses
associated with the release and discharge of Pledge shall be borne by the Pledgor.






	9.4.	 	The Pledge shall be cumulative, in addition to and independent of every other security which
the Pledgee or any Secured Party may at any time hold as security for the Secured Obligations
or any rights, powers and remedies provided by law and shall not




10









 






	 	 	operate so as in any way to prejudice or affect or be prejudiced or affected by any security
interest or other right or remedy which the Pledgee or any Secured Party may now or at any
time in the future have in respect of the Secured Obligations.






	9.5.	 	This Pledge shall not be prejudiced by any time or indulgence granted to any person, or any
abstention or delay by the Pledgee or any Secured Party in perfecting or enforcing any
security interest or rights or remedies that the Pledgee or any Secured Party may now or at
any time in the future have from or against the Pledgor or any other person.






	9.6.	 	No failure on the part of the Pledgee or any Secured Party, to exercise, or delay on its part
in exercising, any of its rights under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right preclude any further or other exercise
of that or any other rights.






	9.7.	 	Neither the obligations of the Pledgor contained in this Agreement nor the rights, powers and
remedies conferred to the Pledgee and the Secured Parties under this Agreement or by law, nor
the pledge created hereby shall be discharged, impaired or otherwise affected by:






	 	9.7.1	 	any amendment to, or any variation, waiver or release of, any Secured
Obligation under the Revolving Credit Agreement or any other Revolving Credit Loan
Documents;
	 
	 	9.7.2	 	any failure to take, or to fully take, any security contemplated by the
Revolving Credit Agreement or otherwise agreed to be taken in respect of the Secured
Obligations;
	 
	 	9.7.3	 	any failure to realise or to fully realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of the Secured
Obligations; or
	 
	 	9.7.4	 	any other act, event or omission which, but for this Clause 9.7, might operate
to discharge, impair or otherwise affect any of the obligations of the Pledgor
contained in this Agreement, the rights, powers and remedies conferred to the Pledgee
and the Secured Parties under this Agreement, the Pledge or by law.






	9.8.	 	For the avoidance of doubt, the Pledgor hereby waives any rights arising (if any) under
Article 2037 of the Luxembourg Civil Code.






	9.9.	 	The Pledgor waives its right to the benefit of both “division” and “discussion”.






	9.10.	 	Neither the Pledgee nor any of the Secured Parties nor any of their respective agents shall
be liable by reason of (a) taking any action permitted by this Agreement or (b)




11









 












	 	 	any neglect or default in connection with
the Pledged Assets or (c) the realisation of
all or any part of the Pledged Assets,
except in the case of gross negligence or
wilful misconduct of such Pledgee or Secured
Party (as determined by the final,
non-appealable judgment of a court of
competent jurisdiction), any and all joint
liability being excluded.
	 
	10.	 	PARTIAL ENFORCEMENT






	 	 	The Pledgee shall have the right to request enforcement of all or part of the Pledged Assets
in its most absolute discretion. No action, choice or absence of action in this respect, or
partial enforcement, shall in any manner affect the security interest created hereunder over
the Pledged Assets as it then shall be (and in particular those Pledged Assets which have
not been subject to enforcement). The security interest thereover shall continue to remain
in full and valid existence until discharge or termination thereof, as the case may be.






	11.	 	COSTS AND EXPENSES






	 	 	All reasonable costs, fees, stamp duties and other amounts incurred by the Secured Parties
or the Pledgee in connection with the negotiation, execution or enforcement of this
Agreement will be for the account of the Pledgor subject to and in accordance with the
provisions of the Revolving Credit Agreement.






	12.	 	NOTICES






	 	 	Each notice or other communication to be given under this Agreement
shall be given in accordance with Section 11.1 of the Revolving Credit
Agreement at the addresses set out below::




To the Pledgor:



Novelis Luxembourg SA

att. Plant Manager

Zone Industrielle de Riedgen

L-3401 Dudelange

Luxembourg



Phone: +352 51 86 64 -1

Fax: + 352 51 86 64 210



cc:

Novelis AG

att. Legal Department

Sternenfeldstrasse 19

CH — 8700 Küsnacht ZH

Switzerland







12









 







Phone: +41 44 386 2150

Fax: +41 44 386 2309



To the Pledgee:



Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Fax: 312-453-5555





	13.	 	SUCCESSORS
	 
	13.1.	 	This Agreement shall remain in effect despite any amalgamation or merger or replacement
(however effected) relating to the Pledgee or any of the Secured Parties, and without
prejudice to the provision of the Revolving Credit Agreement, references to the Pledgee or any
of the Secured Parties shall be deemed to include any assignee or successor in title of the
Pledgee or any of the Secured Parties and any person who, under any applicable law, has
assumed the rights and obligations of the Pledgee or any of the Secured Parties hereunder or
under the Revolving Credit Agreement or to which under such laws the same have been
transferred or novated or assigned in any manner. To the extent a further notification or
registration or any other step is required by law to give effect to the above, such further
registration shall be made and the Pledgor hereby gives power of attorney to the Pledgee to
make any notifications and/or to submits any required registrations, or to take any other
steps, and undertakes to do so itself if so requested by the Pledgee.
	 
	13.2.	 	For the purpose of Article 1278 of the Luxembourg Civil Code, to the extent required under
applicable law and without prejudice to any other terms hereof or of the Revolving Credit
Agreement and in particular of Clause 13.1 hereabove, in the event of any assignment,
transfer, novation or disposal of a part or all of its rights and obligations by the Pledgee
under the Revolving Credit Agreement, such Pledgee hereby expressly maintains, which the
Pledgor accepts, all its rights and privileges hereunder for the benefit of its successor and
assignees, so that the Pledge herein created will secure the Secured Obligations to the
benefit of such successor and/or assignee (as the case may be), without further formalities.
	 
	14.	 	LIABILITY
	 
	 	 	Neither the Pledgee nor any of the Secured Parties shall be liable for the loss or wrongful
delivery of, or damage to, the Pledged Assets, howsoever arising, save to the extent that
such loss, wrongful delivery or damage is caused by the gross negligence




13









 






	 	 	of wilful misconduct of the relevant Pledgee or Secured Party, any and all joint liability
being excluded.
	 
	15.	 	SEVERABILITY
	 
	 	 	Any provision of this Agreement that 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.
	 
	16.	 	NO WAIVER; CUMULATIVE REMEDIES
	 
	 	 	Neither the Pledgee nor any of the Secured Parties shall by any act, delay, and omission or
otherwise be deemed to have waived any of its rights or its remedies hereunder and no waiver
shall be valid unless in writing, signed by or on behalf of the Pledgee, acting on its own
behalf or on behalf of the Secured Parties, and then only to the extent therein set forth. A
waiver by or on behalf of the Pledgee, acting on its own behalf or on behalf of the Secured
Parties, of any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Pledgee would otherwise have on any future occasion. No
failure to exercise nor any delay in exercising on the part of the Pledgee, any right, power
or privileges hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and remedies
herein provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights or remedies provided by law.
	 
	17.	 	WAIVERS, AMENDMENTS
	 
	 	 	Neither this Agreement nor any terms or conditions hereof may be amended, changed, waived,
discharged, terminated or otherwise modified unless such amendment, change, waiver,
discharge, termination or modification is in writing duly executed by the Pledgee, and is
otherwise in accordance with the terms of the Revolving Credit Agreement. This Agreement
and all obligations of the Pledgor hereunder shall be binding upon the successors and
assigns of the Pledgor, and shall, together with the rights and remedies of the Pledgee and
Secured Parties hereunder, inure to the benefit of the Pledgee and the Secured Parties and
their respective successors and assigns.
	 
	18.	 	ASSIGNMENT
	 
	 	 	The Pledgor may not assign or transfer all or any part of their rights or obligations
hereunder. The Pledgee may assign or transfer all or any of its respective rights and
obligations hereunder. Clause 13.2 shall apply mutatis mutandis.




14









 






	19.	 	GOVERNING LAW
	 
	 	 	This Agreement shall be governed by and be construed in accordance with Luxembourg law.
	 
	20.	 	JURISDICTION
	 
	 	 	With respect to any proceedings arising in connection with this Agreement, the Pledgor
irrevocably submits to the jurisdiction of the Luxembourg courts, notwithstanding the right
of the Pledgee to take proceedings in any other jurisdiction.
	 
	21.	 	CONFLICTING PROVISIONS
	 
	21.1.	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In
the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the
terms and provisions of the Revolving Credit Agreement shall control and govern.
	 
	21.2.	 	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. 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. Except as
provided for in this paragraph, notwithstanding anything herein to the contrary, the Revolving
Credit Agreement, including Article X thereof, shall govern and control the exercise of
remedies by Collateral Agent.




IN WITNESS THEREOF the parties hereto have executed this Agreement in one or multiple original
counterparts, all of which together evidence the same Agreement, on the day and year first written
above.







15









 








SIGNATURE PAGE First ranking account pledge




	 	 	 	 	 
	The Pledgor:




NOVELIS LUXEMBOURG S.A.

 	 
	By:  	 	 
	 	 	 	 
	 	 	 	 
	The Pledgee and Collateral Agent:



BANK OF AMERICA, N.A.

 	 
	By:  	 	 
	 	Name:  	Peter M. Walther 	 
	 	Title:  	Senior Vice President 	 



16









 






	 	 	 	 	 



SCHEDULE 1




LIST OF BANK ACCOUNTS

Deposit Accounts, Securities Accounts and Commodity Accounts 



	 	 	 	 	 	 	 	 	 	 	 
	 	 	TYPE OF	 	 	 	BANK OR	 	 	 	 
	OWNER	 	ACCOUNT	 	CURRENCY	 	INTERMEDIARY	 	ACCOUNT NUMBERS	 	Address
	Novelis Luxembourg
S.A.

	 	Current Account
	 	EUR
	 	BGL-BNP Paribas SA
	 	
	 	BGL-BNP Paribas SA

50, boulevard Kennedy

L-2951 Luxembourg
	 
	 	 	 	 	 	 	 	 	 	 
	Novelis Luxembourg
S.A.

	 	Current Account
	 	USD
	 	BGL-BNP Paribas SA
	 	
	 	BGL-BNP Paribas SA

50, boulevard Kennedy

L-2951 Luxembourg
	 
	 	 	 	 	 	 	 	 	 	 
	Novelis Luxembourg
S.A.

	 	Current Account
	 	GBP
	 	BGL-BNP Paribas SA
	 	
	 	BGL-BNP Paribas SA

50, boulevard Kennedy

L-2951 Luxembourg
	 
	 	 	 	 	 	 	 	 	 	 
	Novelis Luxembourg
SA

	 	Current Account
	 	EUR
	 	BGL-BNP Paribas SA
	 	

	 	BGL-BNP Paribas SA

50, boulevard Kennedy

L-2951 Luxembourg






 









 






SCHEDULE 2




NOVELIS LUXEMBOURG S.A.

Zone Industrielle Riedgen

L-3401 Dudelange



Registre de Commerce et des Sociétés Luxembourg: B19.358


[•] 2010




BY FAX AND REGISTERED MAIL



To: [•]



Fax: +352 [•]




Notice of pledge over bank account held

by NOVELIS LUXEMBOURG (as Pledgor)

with [•] (as Account Bank)



Dear Madam, Dear Sir,



(1) We hereby notify you that we have pledged the assets credited now or in the future on our
following account held with your bank as follows: IBAN LU[•] (the “Pledged Account”) in
favour of BANK OF AMERICA, N.A. acting as Pledgee and Collateral Agent for itself and for the
Secured Parties under the Revolving Credit Agreement in accordance with a First Ranking Account
Pledge Agreement dated December 17, 2010 between Novelis Luxembourg S.A. as Pledgor and BANK OF
AMERICA, N.A. as Pledgee (the “Account Pledge Agreement”). For your information we attach a
copy of the Account Pledge Agreement.





	 	 	So long as no Event of Default (as defined in the Account Pledge Agreement) has occurred
which is continuing, unremedied or unwaived, the Pledgor shall be entitled to debit the
Pledged Account of any cash monies held thereon subject to the provisions of the Revolving
Credit Agreement (as defined in the Account Pledge Agreement). Following the occurrence of
an Event of Default, the Pledgee shall be entitled to receive and freely apply all sums paid
or payable in respect of the Pledged Assets. It is at the charge of the Pledgee to inform
the Account Bank that an Event of Default has occurred.






	(2)	 	The Account Bank is hereby expressly notified of, and instructed to inscribe, the pledge on
the Pledged Account in favour of the Pledgee for itself and for the Secured Parties in
accordance with the Account Pledge Agreement.




 









 












	 	 	To the extent applicable, if the assets held on the Pledged Account comprise fungible
securities and other financial instruments, the Account Bank should immediately upon
receipt of this notice earmark such securities and other financial instruments as being
pledged in favour of the Secured Parties represented by the Pledgee by way of an inscription
of the security interest created under the Account Pledge Agreement in the Account Bank’s
books.






	(3)	 	The Pledgor and the Pledgee expressly accept that the Account Bank shall not assume any
liabilities in the execution on the Account Pledge Agreement and shall also not be liable for
any loss or damage suffered by the Pledgor or the Pledgee save in respect of such loss or
damage which is suffered as a result of wilful misconduct or gross negligence of the Account
Bank. It is specifically agreed that the Account Bank shall have no responsibility nor duty
to check that the conditions set out in the Account Pledge Agreement or any other agreement
and defined in these agreements as “Default” or “Event of Default”, “Enforcement” or
“Enforcement Event” are fulfilled.






	(4)	 	The parties to the Account Pledge Agreement expressly agreed that acceptance of the terms of
the Account Pledge Agreement by the Account Bank does not imply any obligation for the
Account Bank to guarantee any commitments of the Pledgor towards the Pledgee or towards any
other party to any agreement mentioned in the Account Pledge Agreement.






	(5)	 	The Account Bank hereby expressly disclaims any warranty, guarantee, conditions, covenant
and representations regarding any other agreement referred to in the Account Pledge Agreement
as well as to the conformity of the provisions of the Account Pledge Agreement with Luxembourg
law. Any transfers, realisations or enforcement that the Account Bank may conduct in favour of
or on behalf of the Pledgee shall in any event be limited to the value of the cash claims,
securities and credit balances of the Account on the date of any transfer, realisation or
enforcement.






	(6)	 	The Pledgor will indemnify the Account Bank and keep the Account Bank indemnified against
all reasonable and duly documented damages, losses, actions, claims, expenses, demands and
liabilities which may be incurred by or made against the Account Bank for anything done or
omitted in the exercise or purported exercise of the powers contained herein other than to the
extent that such damages, losses, actions, claims, expenses, demands and liabilities are
incurred or made against the Account Bank as a result of gross negligence or wilful
misconduct of the Account Bank.






	(7)	 	The Account Bank hereby confirms that it is not aware of any prior encumbrances over the
Pledged Account or the Pledged Assets. The Account Bank hereby releases any pledge or lien
(resulting from the application of its general terms and conditions or any other agreement)
over the Pledged Account or Pledged Assets and waives any




19









 






	 	 	right of retention, set-off and, more generally, any rights that may adversely affect the
Pledge and waives any option to create new pledges or liens over the Pledged Account






	(8)	 	In case of discrepancies between the Account Pledge Agreement and this Acknowledgement, the
latter shall prevail.






	(9)	 	These undertakings are for the benefit of the Account Bank only and shall not in any way
affect the relation between the Pledgor and the Pledgee. This Acknowledgement shall in no way
affect the rights of the Pledgee or the obligations of the Pledgor under the Account Pledge
Agreement, or the existence, perfection, continuity or enforceability of the Pledge
constituted thereunder.






	(10)	 	We would like to invite you to accept and acknowledge the creation of the pledge over the
Pledged Account.




Yours faithfully,



 





Novelis Luxembourg S.A.




Name: [•]

Title: [•]



To the attention of:



And



BANK OF AMERICA, N.A., as the Collateral Agent



By signing hereunder, we hereby acknowledge the creation of the pledge over the Pledged Account and
we accept to waive our first ranking right of pledge in respect of the Pledged Account existing
pursuant to our general account terms.







[•]




(as Account Bank)

By:



Date:                                         





20











 





Execution copy




 





GUARANTEE




granted by



 Novelis Luxembourg SA



To



BANK OF AMERICA, N.A.



acting for itself and on behalf of



the Secured Parties 



 




relating to



certain obligations of the Loan Parties under the Revolving Credit Agreement dated as

of December 17th, 2010.



 









 





INDEX




	 	 	 	 	 

	1.	 	DEFINITIONS AND INTERPRETATION
	 	- 4 -
	2.	 	GUARANTEE
	 	- 5 -
	3.	 	UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX
	 	- 8 -
	4.	 	GUARANTOR’S UNDERTAKINGS
	 	- 9 -
	5.	 	REPRESENTATIONS AND WARRANTIES
	 	- 9 -
	6.	 	ASSIGNMENTS AND TRANSFERS
	 	- 10 -
	7.	 	COSTS AND EXPENSES
	 	- 10 -
	8.	 	NOTICES
	 	- 10 -
	9.	 	SUCCESSOR AGENT
	 	- 11 -
	10.	 	SEVERABILITY
	 	- 11 -
	11.	 	WAIVERS AND MODIFICATIONS
	 	- 11 -
	12.	 	COUNTERPARTS
	 	- 11 -
	13.	 	LAW AND JURISDICTION
	 	- 11 -






- 2 -









 





This Guarantee (the “Guarantee”) is made on December 17th, 2010 between:





	(1)	 	NOVELIS Luxembourg SA, a company with limited liability existing under the laws of
Luxembourg, having its registered office at Zone Industrielle Riedgen L-3401 Dudelange,
registered with the Trade and Companies Register under number B 19.358 (the “Guarantor”);





and





	(2)	 	Bank of America, N.A., acting for itself and in the name and on behalf of the Secured Parties
(as defined in the Revolving Agreement referred to below) (the “Collateral Agent”).




PREAMBLE:





	(A)	 	Pursuant to a credit agreement, dated as of December 17th, 2010 (the “Revolving
Credit Agreement”) among NOVELIS INC., a corporation formed by amalgamation under the Canada
Business Corporations Act (the “Parent Borrower”), NOVELIS CORPORATION, a Texas corporation,
and the other U.S. subsidiaries of the Parent 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 METALS INC., a corporation formed under the Canada Business Corporations
Act, the Subsidiary Guarantors, the Lenders, Bank of America, N.A., as issuing bank, U.S.
swingline lender and administrative agent for the Secured Parties and the issuing bank, the
Collateral Agent and The Royal Bank of Scotland PLC, as European swingline lender, the Lenders
and Issuing Bank have agreed to provide a credit facility to the Borrowers to finance the
mutual and collective business enterprise of the Loan Parties (as defined therein) upon the
terms and subject to the conditions of the Revolving Credit Agreement.
	 
	(B)	 	Pursuant to the Revolving Credit Agreement, the Guarantor is required to become a Loan Party
and guarantee the Guaranteed Obligations (as defined in Section 1.1 below) in order to induce
the Lenders to make additional Loans and the Issuing Bank 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 other Revolving Credit Loan Documents (as defined in the Intercreditor Agreement).




- 3 -









 






	 	 	 
	 
	(C)	 	Pursuant to an intercreditor agreement, dated December 17th, 2010 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”) between, among other parties, the Borrowers, the Guarantors, and the other
Companies party thereto, the Term Loan Administrative Agent, the Term Loan Collateral Agent,
the Revolving Credit Administrative Agent and the Revolving Credit Collateral Agent (as all
those terms defined therein), and certain other persons which may be or became parties thereto
have agreed to the relative priority of the respective Liens of the Claimholders on the
Collateral (all those terms being defined in the Intercreditor Agreement) and certain other
rights, priorities and interests as set forth therein.
	 
	(D)	 	The Collateral Agent acts in accordance with the terms of the Intercreditor Agreement.
	 
	(E)	 	The Collateral Agent and Secured Parties require the Guarantor to unconditionally and
irrevocably guarantee the prompt and complete payment and performance by the Loan Parties of
their obligations under the Revolving Credit Agreement, as further set forth in this
Guarantee.






	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this Guarantee:
	 
	 	 	“Business Day” means one day on which the commercial banks in Luxembourg are open for normal
business transactions;
	 
	 	 	“Discharge of Revolving Credit Secured Obligations” shall have the meaning ascribed to it in
the Intercreditor Agreement.
	 
	 	 	“Guaranteed Obligations” shall have the meaning given that term in Section 7.01 of the
Revolving Credit Agreement.
	 
	1.2	 	Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Revolving Credit Agreement.
	 
	1.3	 	In this Guarantee, (a) a person includes its successors and assigns; (b) headings
are for convenience of reference only and are to be ignored in construing this Guarantee and
(c) references to any agreement or document are references to that agreement or document as
amended, varied, supplemented, substituted or novated from time to time, in accordance with
its terms.




- 4 -









 












	2.	 	GUARANTEE
	 
	2.1	 	The Guarantor irrevocably commits in the event any of the other Loan Parties shall at any
time fail to perform any of the Guaranteed Obligations, to perform at first demand and as an
independent obligation (“garantie à première demande”) and without the right to dispute
payment on grounds pertaining to the obligations or the personal situation of such other Loan
Parties (“bénéfice de discussion”) or to require the division of payments between itself and
such other Loan Parties (“bénéfice de division”), any such payment obligations in place of
such other Loan Parties. The Guarantor irrevocably and unconditionally waives expressly its
right to benefit of articles 2021 (discussion), 2026 (division) and article 2037 of the
Luxembourg Civil Code and further waives as right or requirement that the Collateral Agent in
the event of any default by any of the other Loan Parties first make a demand or seek
enforcement against any of the other Loan Parties or any other party.
	 
	 	 	For the avoidance of doubt, this Guarantee does not constitute a “cautionnement” within the
meaning of articles 2011 ff. of the Luxembourg Civil Code, but an independent first demand
guarantee, and references to the indebtedness are only for the assessment of the amounts
payable under this Guarantee and for the determination of the time when this Guarantee may be
called upon.
	 
	2.2	 	In order to secure its obligations under this Guarantee and the Revolving Credit Agreement,
the Guarantor has agreed to provide the Collateral Agent with the Collateral represented by
the following Luxembourg security documents:
	 
	 	 	- a first ranking pledge over its bank accounts;
	 
	 	 	- a second ranking pledge over its receivables;
	 
	 	 	- a transfer for security purposes over receivables.
	 
	 	 	If the Guarantor is to acquire further real property, either as full legal owner or under a
land lease, or other Collateral at any time in the future and as long as this Guarantee is
effective, it shall comply with clause 5.11 (c) of the Revolving Credit Agreement.
	 
	2.3	 	The Guarantor hereby expressly acknowledges that the meaning of the term “Guaranteed
Obligations” used in this Guarantee (and consequently the extent of its undertaking under this
Guarantee) is defined by reference to the Revolving Credit Agreement and the
Guarantor expressly confirms that it fully understands and accepts such definition of the
terms “Guaranteed Obligations” used in this Guarantee.




- 5 -









 






	 	 	 
	 
	2.4	 	In the event where any Loan Party fails to pay or perform timely any Guaranteed Obligation,
subject to Section 3 below, the Collateral Agent will be entitled to claim from the Guarantor,
on a first demand basis, damages for an amount equal to, as applicable, (i) such Guaranteed
Obligation, and (ii) any additional amount (including but not limited to the Collateral
Agent’s costs) to the extent necessary to put the Secured Parties in the position in which
they would have been, had such Guaranteed Obligation been timely paid or performed.
	 
	2.5	 	The Collateral Agent will make any demand for damages under Section 2.4 above towards the
Guarantor by registered letter with acknowledgement of receipt. The Collateral Agent will
confirm in such demand that the Guaranteed Obligations have not been timely paid or performed
and to what extent. Subject to Section 3 below, the Guarantor so notified by the Collateral
Agent shall pay within 5 Business Days of that first demand.
	 
	2.6	 	The Guarantor understands and agrees that the Guarantee is a continuing, absolute and
unconditional (subject to Section 3 below) guarantee of payment without regard to (a) the
validity or enforceability of the Revolving Credit Agreement or any other applicable Revolving
Loan Document, any of the Guaranteed Obligations, or any collateral security therefor or
guarantee or right of set-off with respect thereto at any time or from time to time held by
the Collateral Agent or any applicable Secured Party, (b) any defense, set-off or counterclaim
which may at any time be available to or be asserted by the Loan Parties against the
Collateral Agent or any applicable Secured Party (including, but not limited to, any right the
Loan Parties may have to first require the Collateral Agent to proceed against or enforce any
other rights, security or claim payment from a person before claiming payment from the
Guarantor under this Guarantee), or (c) any other circumstance whatsoever which constitutes,
or might be construed to constitute, a discharge of the Guaranteed Obligations.
	 
	2.7	 	When making any demand hereunder or otherwise pursuing its rights and remedies hereunder
against the Guarantor, the Collateral Agent may, but shall be under no obligation to, make a
similar demand on or otherwise pursue such rights and remedies as it may have against the Loan
Parties, or any other person or against any collateral security or guarantee for the
Guaranteed Obligations, or any right of set-off with respect thereto, and any failure by the
Collateral Agent to make any such demand, to pursue such other rights or remedies or to
collect any payments from the Loan Parties or any other person or to realize upon any such
collateral security or guarantee or to exercise any such right of set-off shall not relieve
the Guarantor of any applicable obligation or liability under this




- 6 -









 






	 	 	Guarantee, 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 any applicable Secured Party
against the Guarantor.
	 
	2.8	 	Subject to Section 3 below, the Guarantor’s obligations under this Guarantee will not be
discharged, suspended or in any way affected by:






	 	(i)	 	any failure or delay by the Collateral Agent to realize upon or seek to enforce
against the Loan Parties any liability or obligation arising under the Revolving Credit
Agreement;
	 
	 	(ii)	 	any default, failure or delay in the performance by the Loan Parties of the
Guaranteed Obligations;
	 
	 	(iii)	 	any waiver of or consent to departure from the provisions of, or any amendment
to this Guarantee, the Revolving Credit Agreement or any applicable Revolving Loan
Document, except when made in writing and executed by the Guarantor and the Collateral
Agent;
	 
	 	(iv)	 	any bankruptcy, receivership or any other insolvency proceeding related to any
Loan Party or its property or any merger, reorganization, dissolution, sale of assets,
or other winding up of any Loan Party; or
	 
	 	(v)	 	any other circumstance which may otherwise constitute a defense available to, or
a discharge of, the Guarantor in respect of its obligations under this Guarantee.






	2.9	 	This Guarantee will be valid and will remain in full force until the Discharge of Revolving
Credit Secured Obligations, and no further Guaranteed Obligations are capable of arising
thereafter.
	 
	2.10	 	The provisions of Sections 2.12 (with respect to Taxes), 2.15, 2.22, 2.23 and 7.10 of the
Revolving Credit Agreement are hereby incorporated, mutatis mutandis, and shall apply to this
Agreement, the parties hereto and the Secured Parties as if set forth herein.
	 
	2.11	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In
the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the
terms and provisions of the Revolving Credit Agreement shall control and govern.
	 
	2.12	 	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 Guarantee and
the exercise of any right or remedy by the Collateral Agent and




- 7 -









 






	 	 	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 Guarantee, the provisions of the Intercreditor Agreement
shall govern and control. Except as provided for in this paragraph, notwithstanding anything
herein to the contrary, the Revolving Credit Agreement, including Article X thereof, shall
govern and control the exercise of remedies by Collateral Agent.
	 
	3.	 	UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX
	 
	3.1	 	If and to the extent that the obligations of the Guarantor under this Guarantee are for the
exclusive benefit of the Guarantor’s direct and indirect parent entities and Affiliates
(except the Guarantor’s (direct or indirect) Subsidiaries), the following shall apply:






	 	a)	 	Notwithstanding any thing to the contrary,
	 
	 	 	 	the obligations and liabilities of the Guarantor under this Guarantee,
and
	 
	 	 	 	the obligations secured by the Collateral granted by such Guarantor pursuant to the
Revolving Credit Agreement and any other Revolving Credit Loan Documents,
	 
	 	 	 	shall at no time, in aggregate, exceed an amount equal to the maximum financial
capacity of such Guarantor, such maximum financial capacity being limited to
ninety-five per cent (95%) of the net Guarantor’ capitaux propres (as referred to in
article 34 of the Luxembourg law of 19th December 2002 on the commercial register and
annual accounts, where the capitaux propres mean the shareholders’ equity (including
the share capital, share premium, legal and statutory reserves, other reserves, profit
and losses carried forward, investment subsidies and regulated provisions) of such
Guarantor as shown in the latest financial statements (comptes annuels) available at
the date of the relevant payment hereunder and approved by the shareholders of such
Guarantor and certified by the statutory auditor as the case may be a or as applicable
its external auditor (“réviseur d’entreprises”), if required by law.
	 
	 	b)	 	none of the above restrictions shall apply to the extent of






	 	(i)	 	the total payment obligations of such Guarantor’s Subsidiaries under
the Revolving Credit Agreement and any other Revolving Credit Loan Documents; and




- 8 -









 






	 	(ii)	 	the payment obligations of any Loan Party where that Loan Party is
not a subsidiary of the Guarantor, up to an amount equal to the amounts borrowed
(directly or indirectly) by way of intra-group loans from such Loan Party by the
Guarantor or such Guarantor’s Subsidiaries.






	 	 	 	The obligations and liabilities of the Guarantor under this Guarantee shall not include any
obligation which, if incurred, would constitute either (a) a misuse of corporate assets as
defined under Article 171-1 of the Luxembourg Company Act of August 10, 1915, as amended
from time to time, (the “Luxembourg Company Act”) or (b) financial assistance.






	3.2	 	The Guarantor shall use reasonable efforts to take and cause to be taken all and any other
action, including if required the passing of any shareholders’ resolutions to approve any
payment under this Guarantee or the Revolving Credit Agreement and the other Revolving Loan
Documents, which may be required as a matter of Luxembourg law or standard business practice
as existing at the time it is required to make a payment under this Guarantee or the Revolving
Credit Agreement and the other Revolving Loan Documents in order to allow for prompt payment
of such payments under this Guarantee or the Revolving Credit Agreement and other Revolving
Loan Documents, as applicable.
	 
	4.	 	GUARANTOR’S UNDERTAKINGS
	 
	4.1	 	The Guarantor agrees and undertakes:
	 
	4.1.1	 	to execute all such documents or instruments and do any act (including registrations,
filings or the like) that the Collateral Agent may reasonably request for the protection or
perfection of the Guarantee conferred herewith in favour of the applicable Secured Parties;
	 
	4.1.2	 	not to sell, transfer or otherwise dispose of its assets, unless otherwise permitted by the
applicable Loan Documents; and
	 
	4.1.3	 	not to create or allow to subsist any security interest, except as permitted under the
Revolving Credit Agreement or as provided for by mandatory provisions of Luxembourg law over
or in respect of its assets or permit to be done, anything which would foreseeable depreciate,
jeopardize or otherwise directly or indirectly prejudice the value to the applicable Secured
Parties of the Guarantor’s assets, unless otherwise permitted by the applicable Loan
Documents.




- 9 -









 






	 
	5.	 	REPRESENTATIONS AND WARRANTIES









	5.1	 	Without prejudice to the representations and warranties made under the Revolving Credit
Agreement, the Guarantor represents and warrants to the Collateral Agent that, as of the date
hereof:
	 
	5.1.1	 	it is a company duly established, validly existing and registered under the laws of
Luxembourg, capable of suing and being sued in its own right and having the power and
authority and all necessary governmental and other material consents, approvals, licenses and
authorizations under any applicable jurisdiction to own its property and assets and to carry
on its business as currently conducted; and
	 
	5.1.2	 	 this Guarantee (i) constitutes its legal, valid and binding obligations enforceable
against it pursuant to its terms and (ii) creates a valid, effective and independent guarantee
under Luxembourg law in favor of the Collateral Agent and the applicable Secured
Parties.
	 
	6.	 	ASSIGNMENTS AND TRANSFERS
	 
	6.1	 	The rights and obligations of the Guarantor under this Guarantee may not be assigned or
transferred without the prior written consent of the Collateral Agent, except as may be
otherwise provided in the Revolving Credit Agreement.
	 
	6.2	 	For the purpose of Article 1278 and ff. of the Luxembourg Civil Code, to the extent required
under applicable law and without prejudice to any other terms hereof or of the other Loan
Documents the Collateral Agent hereby expressly reserves the preservation of this Guarantee
and the security interests created in connection herewith or pursuant to any other Security
Document in case of assignment, novation, amendment or any other transfer of the obligations
of the Loan Parties or any other rights arising for them under any of the Loan Documents.
	 
	7.	 	COSTS AND EXPENSES
	 
	 	 	The Guarantor shall bear all reasonable costs and expenses (including, without limitation,
legal fees, stamp duties or other duties) incurred in connection with the execution,
perfection or implementation of the Guarantee and the security arrangements referred to
herein or the exercise of any rights hereunder and the Guarantor shall reimburse and
indemnify the Collateral Agent for any such costs or expenses reasonably incurred by it.
	 
	8.	 	NOTICES
	 
	 	 	All notices or other communications made or given in connection with this




- 10 -









 






	 	 	Guarantee shall be made in accordance with Section 11.01 of the Revolving Credit Agreement.






	 	a)	 	Notices shall be effective upon receipt.






	 	 	Each notice, communication and document given under or in connection with this Guarantee
shall be in English or, if not, accompanied by an accurate translation thereof which has been
confirmed by authorized signatory of the party giving the same as being a true and accurate
translation.
	 
	9.	 	SUCCESSOR AGENT
	 
	 	 	If a successor of the Collateral Agent is appointed pursuant to the relevant provisions of
the Revolving Credit Agreement, the Collateral Agent will hereunder automatically be replaced
by the successor Collateral Agent as party to this Guarantee, upon notice to the Guarantor of
the appointment of the successor Collateral Agent.
	 
	10.	 	SEVERABILITY
	 
	 	 	If any provision of this Guarantee is or becomes illegal, invalid or unenforceable in any
jurisdiction, this shall not affect or impair (i) the validity or enforceability in that
jurisdiction of any other provision of this Guarantee or (ii) the validity or enforceability
in any other jurisdiction of that or any other provision of this Guarantee, and the parties
will negotiate in good faith to replace the relevant provision by another provision
reflecting as closely as possible the original intention and purpose of the parties.
	 
	11.	 	WAIVERS AND MODIFICATIONS
	 
	 	 	This Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Revolving Credit Agreement.
	 
	12.	 	COUNTERPARTS
	 
	 	 	This Guarantee may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.
	 
	13.	 	LAW AND JURISDICTION
	 
	13.1	 	This Guarantee shall be governed by and construed in accordance with the substantive laws of Luxembourg.




- 11 -









 






	 	 	 
	 
	13.2	 	Subject to the subsequent paragraph, the district court of the judicial district of
Luxembourg, sitting in commercial matters (Chambre commerciale), shall have exclusive
jurisdiction for all disputes, differences or controversies relating to, arising from or in
connection with this Guarantee.
	 
	13.3	 	Notwithstanding the foregoing, any legal action or proceeding with respect to this Guarantee
may be brought in the courts of the State of New York or of the United States of America for
the Southern District of New York or any other competent court having jurisdiction under the
Revolving Credit Agreement, provided that a legal action or proceeding under the Revolving
Credit Agreement is already pending before such court or a claim under the Revolving Credit
Agreement is submitted simultaneously with a claim in respect to this Guarantee to such court.
By execution and delivery of this Guarantee, the Guarantor hereby accepts for itself and in
respect of its property, subject to the aforementioned condition, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.
	 
	13.4	 	The Guarantor hereby irrevocably designates, appoints and empowers Novelis Corporation, attn:
Charles Aley, Secretary, 6060 Parkland Blvd., Mayfield Heights OH 44124-4185, USA (telephone
number: +1 440 423 6917) (telecopy number: +1 440 423 6663 (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 Guarantee.
Such service may be made by mailing (by registered or certified mail, postage prepaid) or
delivering a copy of such process to the Guarantor in care of the Process Agent at the Process
Agent’s above address, and the Guarantor hereby irrevocably authorizes and directs the Process
Agent to accept such service on its behalf. The Guarantor 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.





THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK




THE FOLLOWING TWO PAGES ARE THE SIGNATURE PAGES







- 12 -









 








SIGNATURE PAGE




					
	 	


BANK OF AMERICA, N.A.

as Collateral Agent for itself and on behalf of the Secured Parties



Date:

 	 
	 	By:  	 	 
	 	 	Name:  	Peter M. Walther 	 
	 	 	Title:  	Senior Vice President 	 



- 13 -









 






	 	 	 	 	 



SIGNATURE PAGE




					
	 	


Novelis Luxembourg SA,

as Guarantor



Date:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




- 14 -











 





Transfer for security purposes over receivable agreement


Execution copy




NOVELIS LUXEMBOURG S.A.




AS TRANSFEROR



AND




BANK OF AMERICA, N.A.



AS TRANSFEREE



 




TRANSFER FOR SECURITY PURPOSES




OVER RECEIVABLES AGREEMENT



 




Elvinger, Hoss & Prussen




2, place Winston Churchill



B.P. 425



L-2014 Luxembourg













 




THIS TRANSFER FOR SECURITY PURPOSES OVER RECEIVABLES AGREEMENT (hereafter the “Transfer Agreement”
or the “Agreement”) is made on December 17th, 2010



AMONG:



NOVELIS LUXEMBOURG S.A. (previously Novelis Luxembourg Participations S.A.), a company with limited
liability existing under the laws of Luxembourg, having its registered office at Zone Industrielle
Riedgen, L-3401 Dudelange, registered with the Trade and Companies Register under number B 19.358
(hereinafter, the “Transferor”);



AND:



BANK OF AMERICA, N.A., acting for itself and in the name and on behalf of the Secured Parties (as
defined below) (hereinafter the “Pledgee” or as the “Collateral Agent”);




(hereinafter the “Tranferee”);


The Transferor and the Transferee shall each be referred to as a “Party” and, collectively, the
“Parties”.




WHEREAS





	(A)	 	Pursuant to a credit agreement, dated as of December 17th, 2010 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the “Term Loan
Agreement”) among NOVELIS INC., a corporation amalgamated under the Canada Business
Corporations Act (the “Borrower”), AV METALS 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 of the
Term Loan Agreement), the Lenders, and Bank of America, N.A., as administrative agent (in such
capacity, “Administrative Agent”) and Collateral Agent for the Lenders, the Borrower has
requested the Lenders to extend credit in the form of Term Loans on the Closing Date (as
defined therein).






	(B)	 	Pursuant to a credit agreement, dated as of December 17th, 2010 (the “Revolving
Credit Agreement”) among NOVELIS INC., a corporation formed by amalgamation under the Canada
Business Corporations Act (the “Parent Borrower”) NOVELIS CORPORATION, a Texas corporation,
and the other U.S. subsidiaries of the Parent Borrower signatory thereto as borrowers, NOVELIS
UK LTD, a limited liability company incorporated under the laws of England and




2









 






	 	 	Wales with registered number 00279596, and NOVELIS AG, a stock corporation (AG) organized under the laws
of Switzerland, AV METALS INC., a corporation formed under the Canada Business Corporations
Act, the Subsidiary Guarantors, the Lenders, Bank of America, N.A., as issuing bank, U.S.
swingline lender and administrative agent for the Secured Parties and the issuing bank, as
Collateral Agent and The Royal Bank of Scotland PLC, as European swingline lender (all those
terms being defined therein) the Lenders and Issuing Banks have agreed to provide a credit
facility to the Borrowers to finance the mutual and collective business enterprise of the Loan
Parties (as defined therein) upon the terms and subject to the conditions of the Revolving
Credit Agreement.






	(C)	 	Pursuant to an intercreditor agreement, dated December 17th, 2010 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”) between, among other parties, the Borrower, the Guarantors, and the other
Companies party thereto, the Term Loan Administrative Agent, the Collateral Agent, the
Revolving Credit Administrative Agent and the Revolving Credit Collateral Agent (as all those
terms defined therein), and certain other persons which may be or became parties thereto have
agreed to the relative priority of the respective Liens of the Claimholders on the Collateral
(all those terms being defined in the Intercreditor Agreement) and certain other rights,
priorities and interests as set forth therein.






	(D)	 	The Transferee acts in accordance with the terms of the Intercreditor Agreement on behalf of
and for the benefit of itself as Collateral Agent and agrees that the security over
receivables granted hereby shall be realised by it in the circumstances described in and
allocated as set out in the Intercreditor Agreement.






	(E)	 	As security for its obligations under the Term Loan Agreement and the Revolving Credit
Agreement, the Transferor has agreed to enter into this Agreement and to perform the
obligations and take the actions described herein.





IT IS AGREED as follows:





	(1)	 	DEFINITIONS AND INTERPRETATION






	1.1.	 	In this Agreement, terms defined in the Term Loan Agreement and in the Revolving Credit
Agreement have the same meaning when used in this Agreement, terms defined above have the same
meaning when used in this Agreement, and the following terms have the following meanings:






	 	 	“Business Day” means a day other than a Saturday or a Sunday on which banks in Luxembourg
are open for normal business.




3









 












	 	 	“Debtors” means all and any persons / third parties owing claims to the Transferor and a
“Debtor” means any or each of them, including all clients and other debtors of commercial
receivables to the Transferor as set out in Schedule 1 hereto.






	 	 	“Discharge of Senior Lien Secured Obligations” shall have the meaning ascribed to it in the
Intercreditor Agreement.






	 	 	“Enforcement Event” means the “Event of Default” under the Term Loan Agreement and/or
the “Event of Default” under the Revolving Credit Agreement.






	 	 	“Guarantor/Guarantors” has the meaning as set out in the Term Loan Agreement and/or
Revolving Credit Agreement.






	 	 	“Lender” and “Lenders” have the respective meanings as set out in the Term Loan Agreement
and/or Revolving Credit Agreement.






	 	 	“Loan Documents” means the Loan Documents as defined in the Term Loan Agreement and/or
Revolving Credit Agreement.






	 	 	“Rights of Recourse” means all and any rights, actions and claims the Transferor may have
against any Guarantor or any other company, person or entity having granted security or
giving a guarantee for the Secured Obligations including, in particular, any rights of
recourse the Transferor may have under the terms of article 2028 ss. of the Luxembourg
Civil Code (including, for the avoidance of doubt, any right of recourse prior to
enforcement), or any right of recourse by way of subrogation and any other similar right,
action or claim under any applicable law.






	 	 	“Secured Assets” means all claims and related rights, regardless of the nature thereof,
whether actual, future or contingent, whether owed jointly or severally and whether
subordinated or not, owed from time to time by any Debtor to the Transferor.






	 	 	“Secured Obligations” means the “Secured Obligations” as defined in the Term Loan Agreement
and/or the “Secured Obligations” as defined in the Revolving Credit Agreement.






	 	 	“Secured Parties” means the “Secured Parties” as defined in the Term Loan Agreement and/or
the “Secured Parties” as defined in the Revolving Credit Agreement.






	 	 	“Transfer” means the transfer of title for security purposes (transfert de propriété à
titre de garantie) in relation to the Secured Assets under and pursuant to this Agreement.




4









 












	1.2.	 	Unless a contrary indication appears, any reference in this Agreement to “Transferor”,
“Secured Parties”, “Transferee”, “Revolving Credit Collateral Agent”, “Term Loan Collateral
Agent”, “Guarantor” or “Lender” shall be construed so as to include their successors in title,
permitted assignees and permitted transferees.






	1.3.	 	In this Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a reference
to a Clause hereof and (b) to any agreement (including this Agreement) is a reference to such
agreement as amended, varied, modified or supplemented (however fundamentally, including in
case of a increase of the Secured Obligations) from time to time. Clause headings are for ease
of reference only.






	1.4.	 	This Agreement may be executed in any number of counterparts and by way of facsimile exchange
of executed signature pages, all of which together shall constitute one and the same
Agreement.






	1.5	 	The Intercreditor Agreement shall apply in full to any exercise of rights and enforcement of
security by the Transferee.
	 
	(2)	 	CREATION OF SECURITY AND PERFECTION






	2.1	 	As security for the prompt and complete payment or performance in full when due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise of the
Secured Obligations, the Transferor hereby transfers in accordance with Part III of the
Luxembourg law of 5th August 2005 on financial collateral arrangements (the “Law”)
all the Secured Assets as continuing security in favour of the Transferee (acting for itself
and on behalf of the Secured Parties under the Revolving Agreement and the Secured Parties
under the Term Loan Agreement) for the prompt and complete payment when due and discharge of
all Secured Obligations.






	2.2	 	Until the security created hereunder has become enforceable pursuant to clause
(Enforcement), payments due to the Transferor in respect of the Secured Assets may be made to
the Transferor and, until an Enforcement Event, the Transferor may deal freely with such
payments. Following the occurrence of an Enforcement Event, which is continuing, the
Transferee shall be entitled to receive and freely apply all sums paid or payable under the
charged receivables.






	2.3	 	Notwithstanding clause 2.2 or any provision of this Agreement, the Transferee may at any time
following the occurrence of an Enforcement Event notify this Agreement and the security
created thereby to some or all of the Debtors.




5









 












	2.4	 	Without prejudice to the above provisions, the Transferor hereby irrevocably authorises and
empowers the Transferee to cause any formal steps to be taken or to take for the purpose of
perfecting the present Transfer and, for the avoidance of doubt, undertakes to take any such
steps itself if so requested by the Transferee including if relevant remittance or endorsement
to the Transferee of notes or other documents evidencing the receivables pledged hereunder,
inscription in any register of registered receivables or notification to any Debtor.






	2.5	 	The Transferor undertakes to reiterate the above formalities each time that the Pledge will
be extended to future/other Secured Assets, as agreed by the parties thereto.
	 
	(3)	 	RIGHTS OF THE TRANSFEREE






	 	 	Neither the Transferee, nor the Secured Parties shall be required in any manner to perform
or fulfil any obligations of the Transferor in respect of the Secured Assets, or to make
any payment, or to make any inquiry as to the nature of sufficiency of any payment
received, or to present or file any claim or take any other action to collect or enforce
the payment of any amount to which it (or they) may have been or to which they may be
entitled thereunder at any time. More specifically, the Transferee shall not be liable
(save in case of gross negligence or wilful misconduct of the Transferee, as determined by
the final, non-appealable judgment of a court of competent jurisdiction) for any failure to
collect or realise the Secured Obligations or any collateral security or guarantee
therefor, or any part thereof, or for any delay in so doing, nor shall the Transferee be
under any obligation to take any action whatsoever with regard thereto.
	 
	(4)	 	ENFORCEMENT






	4.1	 	Subject always to and in compliance with the provisions of the Intercreditor Agreement, upon
the occurrence and during the continuation of an Enforcement Event, the Transferee shall be
entitled, without any prior notice, to enforce the security created hereunder in the most
favourable manner provided for by Luxembourg law, and in particular to notify this Agreement
and the Transfer created hereby to all or some of the Debtors (as set out in Schedule 2
hereto) and request payment of all amounts which may become due in respect of receivables
directly to the Transferee as from the time of such notification.






	4.2	 	To the extent permitted by applicable law, the Transferee will have total and unlimited
discretion as to the manner or manners of enforcement and will not be required to have regard
for the interests of the Transferor or the Debtors.






	4.3	 	Any proceeds of enforcement received by the Secured Parties or the Transferee




6









 






	 	 	shall be
applied in accordance with the order and priority set forth under the Intercreditor Agreement.
	 
	(5)	 	PARTIAL ENFORCEMENT






	 	 	Upon the occurrence and during the continuation of an Enforcement Event, the Transferee
shall have the right to request enforcement of all or part of the Secured Assets in its
absolute discretion. No action, choice or absence of action in this respect, or partial
enforcement, shall in any manner affect the security interest created hereunder over the
Secured Assets as it then shall be (and in particular those Secured Assets which have not
been subject to enforcement). The security interest thereover shall continue to remain in
full and valid existence until discharge or termination hereof, as the case may be.
	 
	(6)	 	POWER OF ATTORNEY






	 	 	Upon the occurrence and during the continuation of an Enforcement Event, the Transferor
irrevocably appoints the Transferee to be its attorney and in its name and on its behalf to
execute, deliver and perfect all documents and do all things that the Transferee may
reasonably consider to be requisite for (a) carrying out any obligation imposed on the
Transferor under this Agreement or (b) exercising any of the rights conferred on the
Transferee by this Agreement or by law. The Transferor shall ratify and confirm all things
done and all documents executed by the Transferee in its reasonable discretion in the
exercise of that power of attorney.
	 
	(7)	 	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS






	 	 	Further to the Representations and Warranties set out in the Term Loan Agreement and in the
Revolving Credit Agreement, the Transferor represents and warrants to the Transferee as set
out hereafter. All representations and warranties are to be repeated as provided in the
Term Loan Agreement and in the Revolving Credit Agreement.






	7.1.	 	The Transferor has been duly incorporated and is validly existing as a société anonyme under
Luxembourg law and has its registered office and centre of main interest (as defined in the
Council Regulation, EC n°1346/2000 of 29th May, 2000 on insolvency proceedings) in Luxembourg
and the Transferor has the power and authority and legal right to own and operate its
property, to hold and own all of its assets and to conduct the business in which it is
currently engaged;






	7.2.	 	The Transferor has the power and authority and the legal right to enter into, execute and
deliver, and to perform its obligations expressed to be assumed by it under this Agreement,
and has taken all necessary action, including corporate




7









 






	 	 	action, and has obtained all necessary
authorisations to enable it to enter into and to authorise the execution, delivery and
performance of this Agreement, and this Agreement has been duly executed by it;






	7.3.	 	All necessary consents and authorizations for the execution and performance of this Agreement
have been obtained by the Transferor and are in full force and effect;






	7.4.	 	The Transferor is the sole legal owner of the Secured Assets, and it has neither transferred,
nor assigned, disposed of, sold, pledged or in any other way encumbered the Secured Assets (or
any of them), otherwise than pursuant to this Agreement and other than Permitted Liens (as
defined in either the Term Loan Agreement or the Revolving Credit Agreement);






	7.5.	 	This Agreement constitutes its legal, valid and binding obligations and operates a valid
security interest over the Secured Assets which the Transferor holds against the Debtors and
the Transfer created pursuant to this Agreement constitutes a legal, valid, binding and
enforceable (except as may be limited by any applicable bankruptcy, insolvency,
reorganisation, moratorium or similar laws limiting creditors’ rights generally) transfer of
the Secured Assets in favour of the Transferee in respect of all Secured Obligations and in
each case free and clear of any pledge, encumbrance or other third party interests with the
exception of any mandatory privileges preferred by applicable law and any liens permitted by
the Term Loan Agreement or the Revolving Credit Agreement and having the priority provided
under the Intercreditor Agreement;






	7.6.	 	The Secured Assets are not subject to any option to purchase, pre-emption or similar rights
of any person and there are no agreements or arrangements (including any restrictions on
transfer or rights of pre-emption) affecting the Secured Assets in any way except as permitted
by the Term Loan Agreement or the Revolving Credit Agreement respectively;






	7.7.	 	Except with the Transferee’s prior written consent and except as permitted by the Term Loan
Agreement or the Revolving Credit Agreement respectively, the Transferor shall not create,
grant or permit to exist (a) any security interest over or (b) any restriction on the ability
to transfer or realise or (c) assign or dispose of all or any part of the Secured Assets;






	7.8.	 	Except as permitted by the Term Loan Agreement or the Revolving Credit Agreement
respectively, the Transferor has not sold, transferred, lent, assigned, parted with any
interests in, disposed of, granted any option in respect of or otherwise dealt with any of
rights, title and interest in and to the Secured Assets, or agreed to do any of the foregoing
(otherwise than pursuant to this Agreement)




8









 






	 	 	and no security (other than the present Pledge)
exists on, over or with respect to the Secured Assets;






	7.9.	 	The Transferor shall act in good faith to maintain the rights of the Transferee (and the
Secured Parties) hereunder, and in particular shall not take any steps nor do anything which
would adversely affect the existence of the Transfer created hereunder or cause a material
adverse effect on the Transferee’s rights or the Transferor’s obligations hereunder;






	7.10.	 	The execution and delivery of, and performance by the Transferor of its obligations under
this Agreement and any other document related thereto will not:






	 	a.	 	result in breach of any provision of its constitutive or governing
documents of the Transferor; or
	 
	 	b.	 	result in breach of, or constitute a default under, any contract,
undertaking, covenant or instrument to which the Transferor is a party or by which
the Transferor is bound except for violations or defaults that could not
reasonably be expected to result in a material adverse effect; or
	 
	 	c.	 	result in a breach of any law, decree, regulation, order, judgment or
degree of any court or governmental agency or an arbitration award to which the
Transferor is a party or by which the Transferor is bound or which is applicable
to the Transferor; or
	 
	 	d.	 	require the consent of the shareholders of the Transferor or any
other person or, if any such consent is required, it has been obtained and is in
full force and effect;






	7.11.	 	No order has been made and no resolution has been passed for its winding-up, bankruptcy,
admission to the regime of suspension of payment and/or of controlled management or for a
composition with creditors of, or by, the Transferor or for a liquidator, curator or
commissaire or like official to be appointed in respect of the Transferor and no petition has
been presented and no meeting has been convened for any such purpose;






	7.12.	 	No receiver has been appointed in respect of the Transferor or all or any of their assets
and none of their respective assets is the subject of an arrest and no event analogous to any
of the foregoing has occurred outside Luxembourg;






	7.13.	 	At the date hereof, no guarantee, loan capital, borrowed money or interest is overdue for
payment by the Transferor, and no other obligation or indebtedness is




9









 






	 	 	outstanding which is
overdue for performance or payment in each case where such fact could reasonably be expected
to have a material adverse affect on the Transferor, its business or the Secured Assets; and






	7.14.	 	For the avoidance of doubt, the Transferor hereby waives any rights arising for them (if
any) under Article 2037 of the Luxembourg Civil Code.
	 
	(8)	 	COVENANTS




Further to the undertakings set out in the Term Loan Agreement and the Revolving Credit Agreement,
the Transferor hereby covenants that, for as long as this Agreement will be in force:





	8.1	 	it will not, without the prior written consent of the Transferee, or except as otherwise
permitted by the Term Loan Agreement and/or the Revolving Credit Agreement, (i) sell, assign,
transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Secured
Assets (or any part thereof), (ii) create, incur or permit to exist any encumbrance by
contract or otherwise with respect to any of the Secured Assets, or any interest therein, or
any proceeds thereof;






	8.2	 	subject to Section 2.2 above, it will use its best endeavours to assist in the defence of the
Transferee’s right, title and security in and to the Secured Assets against the claims and
demands of all persons whomsoever;






	8.3	 	it will exercise the rights in respect of the Secured Assets so as not to violate or
otherwise materially adversely affect the rights of the Transferee under this Agreement or
cause a material adverse effect in any way on the Transferee’s rights or the Transferor’s
obligations hereunder;






	8.4	 	it will cooperate with the Transferee and, at its sole cost and expense, promptly and duly
execute and do all such assurances, acts and things as required by applicable law and/or as
the Transferee may reasonably require as being necessary for perfecting or protecting all or
any of the rights, powers, authorities and discretions which are for the time being
exercisable by the Transferee under this Agreement in relation to the Secured Assets for
facilitating the enforcement of any such rights or any part thereof and in the exercise of all
powers, authorities and discretions vested in the Transferee; to that effect, the Transferor
shall in particular execute all documents or instruments and give all notices, orders and
directions and make all registrations which the Transferee may reasonably think expedient;






	8.5	 	it will, and will cause or, as the case may be, make reasonable efforts to procure the
Debtors, to assist the Transferee and generally make its reasonable efforts, in




10









 






	 	 	order to obtain all necessary consents, approvals and authorisations from any relevant authorities in
order to permit the exercise by the Transferee of its rights and powers under this Agreement
upon enforcement of the Transfer.
	 
	(9)	 	FURTHER ASSURANCES






	 	 	The Transferor agrees that at any time and from time to time upon the written request of
the Transferee, it will execute and deliver such further documents and do such further acts
and things as the Transferee may reasonably request in order to give effect to the purpose
of this Agreement. Any cost or expense incurred by the Transferee in connection with any
such further document shall be for the account of the Transferor and shall be paid promptly
upon demand by the Transferor to the Transferee.
	 
	(10)	 	EFFECTIVENESS OF SECURITY






	10.1	 	The Transferor shall not be entitled to require the release of the security created hereunder
until the Discharge of Senior Lien Secured Obligations.






	10.2	 	This security created hereunder shall be released and discharged upon the Discharge of Senior
Lien Secured Obligations.






	10.3	 	Such release shall be promptly given in the case of the Discharge of Senior Lien Secured
Obligations, subject to delivery of any documents or certificates which the Transferee may
reasonably request (including in particular, any certificates in relation to the absence of
voidness or voidability of payments under any applicable laws). All reasonable costs and
expenses associated with the release and discharge of the security created hereunder shall be
borne by the Transferor.






	10.4	 	Any discharge of the security interest created hereunder shall be null and void and without
effect if any payment received by the Transferee and applied towards satisfaction of all or
part of the Secured Obligations (i) is avoided or declared invalid as against the creditors of
the maker of such payment, (ii) becomes repayable by the Transferee to a third party, or (iii)
proves not to have been effectively received by the Transferee, and the Transferee shall be
entitled upon notice to the Transferor to enforce the Transfer as if such discharge had not
occurred.






	10.5	 	The security interest created hereunder shall be cumulative in addition to and independent of
every other security which the Transferee or any Secured Party may at any time hold as
security for the Secured Obligations or any rights, powers and remedies provided by law and
shall not operate so as in any way to prejudice or affect or be prejudiced or affected by any
security interest or other right or remedy




11









 






	 	 	which the Transferee or any Secured Party may now
or at any time in the future have in respect of the Secured Obligations.






	10.6	 	This security interest created hereunder shall not be prejudiced by any time or indulgence
granted to any person, or any abstention or delay by the Transferee or any Secured Party in
perfecting or enforcing any security interest or rights or remedies that the Transferee or any
Secured Party may now or at any time in the future have from or against the Transferor or any
other person.






	10.7	 	No failure on the part of the Transferee to exercise, or delay on its part in exercising, any
of its rights under this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right preclude any further or other exercise of that or any other
rights.






	10.8	 	Neither the obligations of the Transferor contained in this Agreement nor the rights, powers
and remedies conferred upon the Transferee by this Agreement or by law, nor the security
interest created hereby shall be discharged, impaired or otherwise affected by:






	 	10.8.1	 	any amendment to, or any variation, waiver or release of, any Secured
Obligation;
	 
	 	10.8.2	 	any failure to take, or fully to take, any security contemplated by the Term
Loan Agreement, the Revolving Credit Agreement or any Loan Document or otherwise
agreed to be taken in respect of the Secured Obligations;
	 
	 	10.8.3	 	any failure to realise or fully to realise the value of, or any release,
discharge, exchange or substitution of, any security taken in respect of the
Secured Obligations; or
	 
	 	10.8.4	 	any other act, event or omission which, but for this Clause might operate to
discharge, impair or otherwise affect any of the obligations of the Transferor
contained in this Agreement, the rights, powers and remedies conferred upon the
Transferee by this Agreement, the Transfer or by law.






	10.9	 	The Transferor waives its right to the benefit of both “division” and “discussion” (if any).
	 
	(11)	 	LIABILITY, INDEMNITY




12









 












	11.1	 	Neither the Transferee nor any of the Secured Parties shall be liable for any failure to
collect or realise the Secured Obligations or any collateral security or guarantee therefor,
or any part thereof, or for any delay in so doing, nor shall the Transferee (or any Secured
Party) be under any obligation to take any action whatsoever with regard thereto.






	11.2	 	Neither the Transferee nor any of the Secured Parties shall be liable for the loss or
misdelivery of, or damage to, the Secured Assets, howsoever arising, save to the extent that
such loss, misdelivery or damage is evidenced by the Transferor to have been caused by the
gross negligence or wilful misconduct of the Transferee (or the relevant Secured Party) or a
servant or agent thereof (in each case as determined by the final, non-appealable judgement of
a court of competent jurisdiction), any joint liability being excluded, and provided that any
liability of the Transferee (or any Secured Party) shall not extend to consequential loss and
shall not in any event exceed the value of the Secured Assets, or the part of the Secured
Assets lost, misdelivered, or damaged.






	11.3	 	Neither the Transferee nor any of the Secured Parties nor any of their respective agents
shall be liable by reason of (a) taking any action permitted by this Agreement or (b) any
neglect or default in connection with the Secured Assets or (c) the realisation of all or any
part of the Secured Assets, except in the case of gross negligence or wilful misconduct of
such Transferee or Secured Party (as determined by a final, non-appealable judgement of a
court of competent jurisdiction), any joint liability being excluded.






	11.4	 	For the avoidance of doubt, the Transferee (or any Secured Party) shall not be liable for any
loss or damage suffered by the Transferor in connection with this Agreement, save in respect
of such loss or damage which is suffered as a result of wilful misconduct or gross negligence
such Transferee or Secured Party (as determined by a final, non-appealable judgement of a
court of competent jurisdiction).






	11.5	 	The Transferor shall upon first demand indemnify the Transferee (and any Secured Party) its
agent and officers and keep the Transferee (and any Secured Party) indemnified against all
costs, losses and liabilities resulting from the Transferor’s conduct in relation to the
Secured Assets which may be reasonably incurred by the Transferee (or any Secured Party)
acting in accordance with the provisions of the Loan Documents save in the case of gross
negligence or wilful misconduct of the Transferee or the relevant Secured Party.
	 
	(12)	 	NO WAIVER, CUMULATIVE REMEDIES, AMENDMENTS






	12.1	 	The Transferee (or any Secured Party) shall not by any act, delay, omission or




13









 






	 	 	otherwise be deemed to have waived any of its rights or remedies hereunder and no waiver shall be valid
unless in writing, signed by or on behalf of the Transferee, and then only to the extent
therein set forth. A waiver by or on behalf of the Transferee of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy which the
Transferee would otherwise have on any future occasion. No failure to exercise, nor any delay
in exercising on the part of the Transferee, any right, power or privileges hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The right and remedies herein provided are cumulative and may
be exercised singly or concurrently and are not exclusive of any rights or remedies provided
by law.






	12.2	 	None of the terms or provisions of this Agreement may be waived, altered, modified or amended
except by an instrument in writing, duly executed by or on behalf of the Transferee and the
Transferor to this Agreement and is otherwise in accordance with the terms of the Loan
Documents. This Agreement and all obligations of the Transferor hereunder shall be binding
upon the successors and assigns of the Transferor, and shall, together with the rights and
remedies of the Transferee hereunder, inure to the benefit of the Transferee (and the Secured
Parties) and the successors and assigns thereof.
	 
	(13)	 	ASSIGNMENT, SUCCESSORS OF THE TRANSFEREE






	13.1	 	If a successor of the Collateral Agent is appointed pursuant to the relevant provisions of
the Term Loan Agreement and or the Revolving Credit Agreement, the Collateral Agent will
hereunder automatically be replaced by the successor Collateral Agent as party to this
Agreement, upon notice to the Transferor of the appointment of the successor Collateral Agent.






	13.2	 	The Transferee may assign or transfer all or any of its respective rights or obligations
hereunder. Any successor to or assignee of the Transferee shall be entitled to the full
benefits hereof. This Agreement shall remain in effect despite any amalgamation or merger
(however effected) relating to the Transferee or any of the Secured Parties, and without
prejudice to the provision of the Term Loan Agreement and/or the Credit Agreement, references
to the Transferee or any of the Secured Parties shall be deemed to include any assignee or
successor in title of the Transferee or any Secured Party and any person who, under any
applicable law, has assumed the rights and obligations of the Transferee or any other Secured
Party hereunder or under the Loan Documents or to which under such laws the same have been
transferred or novated or assigned in any manner. To the extent a further notification or
registration or any other step is required by law to give effect to the above, such further
registration shall be made and the Transferor hereby gives




14









 






	 	 	power of attorney to the Transferee
to make any notifications and/or to require any required registrations to be made or to take
any other steps, and undertakes to do so itself if so requested by the Transferee.






	13.3	 	For the purpose of article 1278 of the Luxembourg Civil Code, to the extent required under
applicable law and without prejudice to the provisions in the Loan Documents, the Transferee
hereby expressly reserves the preservation of this Transfer and the security interest created
thereunder in case of assignment, novation, amendment or any other transfer of the Secured
Obligations or any other rights arising for it or the Secured Parties under the Loan
Documents.
	 
	(14)	 	EXPENSES AND STAMP DUTY






	 	 	The Transferor shall, within three (3) Business Days of demand, pay (or procure payment) to
the Transferee of the amount of reasonable all out of pocket costs and expenses (including
reasonable legal fees and notarial fees) incurred by the Transferee in relation to the
enforcement or preservation of any rights under or in connection with this Agreement and/or
any amendment, waiver, consent or release under or in connection with this Agreement.
	 
	(15)	 	NOTICES






	 	 	Any notice, request or other communication required or permitted to be given under this
Agreement shall be given in accordance with the Term Loan Agreement and/or the Revolving
Credit Agreement to the addresses set out below (unless one party has by 15 Business Days’
notice to the other party specified another address):






	 	 	To the Transferor:
	 
	 	 	Novelis Luxembourg SA
	 
	 	 	att. Plant Manager
	 
	 	 	Zone Industrielle de Riedgen
	 
	 	 	L-3401 Dudelange
	 
	 	 	Luxembourg
	 	 	Phone: +352 51 86 64 -1
	 
	 	 	Fax: + 352 51 86 64 210
	 
	 	 	cc:
	 
	 	 	Novelis AG
	 
	 	 	att. Legal Department
	 
	 	 	Sternenfeldstrasse 19
	 
	 	 	CH — 8700 Küsnacht ZH
	 
	 	 	Switzerland
	 
	 	 	Phone: +41 44 386 2150
	 
	 	 	Fax: +41 44 386 2309




15









 






	 	 	To the Transferee:
	 
	 	 	Bank of America, N.A.
	 
	 	 	1455 Market Street
	 
	 	 	San Francisco, CA 94103
	 
	 	 	Attention: Bridgett Manduk
	 
	 	 	Tel: 415-436-1097
	 
	 	 	Fax: 415-503-5011
	 
	 	 	Bank of America, N.A.
	 
	 	 	135 S. LaSalle, Suite 927, IL4-135-09-27
	 
	 	 	Chicago, IL 60603
	 
	 	 	Attention: Account Officer
	 
	 	 	Fax: 312-453-5555






	(16)	 	SEVERABILITY






	16.1.	 	Changes to this Agreement and any waiver of rights under this Agreement shall require
written form.






	16.2.	 	If any provision of this Agreement is or becomes prohibited or unenforceable in any
jurisdiction this shall not affect the validity or enforceability of any other provision
hereof or affect the validity or enforceability of such other provision in any other competent
jurisdiction.
	 
	(17)	 	GOVERNING LAW — JURISDICTION CLAUSE






	17.1	 	This Agreement shall be governed by, and construed in accordance with the laws of Luxembourg.






	17.2	 	Any dispute arising in connection with this Agreement shall be submitted to the jurisdiction
of the Luxembourg courts notwithstanding the right of the Transferee to take proceedings in
any other jurisdiction.
	 
	(18)	 	CONFLICTING PROVISIONS






	18.1	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Term Loan Agreement and the Revolving
Credit Agreement, it is the intention of the parties hereto that such terms and provisions in
such documents shall be read together and construed, to the fullest extent possible, to be in
concert with each other. In the event of any actual, irreconcilable conflict that cannot be
resolved as aforesaid, the terms and provisions of the Term Loan Agreement and the Revolving
Credit Agreement shall control and govern.




16









 












	18.2	 	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. 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. Except as
provided for in this paragraph, notwithstanding anything herein to the contrary, the Revolving
Credit Agreement, including Article X thereof, and/or the Term Loan Agreement, including
Section 11.19 thereof, shall govern and control the exercise of remedies by Collateral Agent.




IN WITNESS THEREOF the parties hereto have executed this Agreement in one or multiple original
counterparts, all of which together evidence the same Agreement, on the day and year first written
above.




[Remainder of page intentionally left blank]




The Transferor:




NOVELIS LUXEMBOURG S.A.




By:_________________________________




The Transferee:




17









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





18









 








SCHEDULE 1




LIST OF DEBTORS OF THE TRANSFEROR



	 

	ACS

	000006804

	ACTIS

	000516121

	AEROTECHNIK E. SIEGWART G

	000004903

	ALCAN PACKAGING CEBAL

	000083121

	ALFA -BETA ROTO S.A.

	000003421

	ALFA LAVAL SOFIA OOD

	000002021

	ALFA LAVAL SPA

	000003606

	ALFA LAVAL VANTAA Oy

	000204114

	ALFIPA Karl Quadt

	000930121

	ALLFLEX Folien GmbH

	000002703

	Allflex Folienveredlung

	000001103

	ALU-FIX

	000003603

	AMCOR FLEXIBLES DIJON.

	000593004

	AMCOR FLEXIBLES FROGES

	000593104

	AMCOR FLEXIBLES LUGO

	000041221

	AMCOR FLEXIBLES MAREUIL-S

	000593604

	AMCOR FLEXIBLES MOHAMMEDI

	000591521

	AMCOR FLEXIBLES MONTREUIL

	000001604

	AMCOR FLEXIBLES SARREBOUR

	000470504

	AMCOR FLEXIBLES SELESTAT

	000000604

	AMCOR FLEXIBLES TENINGEN

	000775003

	AMCOR FLEXIBLES TENINGEN.

	000774503

	AMCOR FLEXIBLES TRANSPAC

	000058121

	AMCOR FLEXIBLES VENTHENAT

	000870104

	AMCOR ZUTPHEN B.V.

	000591121

	ARKEMA FRANCE SA

	000719521

	ARLY Techniques Composite

	000005121

	ASVA OY

	000003004

	BASTIN & CO S.A.

	000048801

	BISCHOF & KLEIN GmbH + Co

	000041321

	BOSCH W. GmbH & Co KG

	000043003

	BOSTON TAPES S.p.a.

	000046106

	BRAUN GMBH

	000044803

	BSK LAMINATING LIMITED

	000048513

	BTN

	000043121

	Cabero Wärmetauscher GmbH

	000028921

	CAPSULE FRANCAISE

	000079121

	Cartiera del Chiese

	000084121

	CATS FLEXIBLE PACKAGING

	000082021

	CEDO LIMITED







19









 






	 

	000590713

	CELLOGRAFICA GEROSA Spa

	000243521

	CELLPACK PACKAGING GmbH

	000082421

	CFS CELLPACK PACKAGING

	000522821

	CIAT

	000081604

	COLIEGE METALCO EMBALLAGE

	000081304

	COMITAL COFRESCO SPA

	000084321

	COMITAL SPA

	000004221

	000084221

	COMSET S.P.A.

	000082121

	COROPLAST

	000088803

	COVENT AS

	000080909

	CRYO DIFFUSION SA

	000088804

	CRYOLOR

	000080721

	CYSA PAK GmbH Flexible

	000119121

	DANISCO FLEXIBLE SCHÜPBAC

	000201212

	DELTA PLUS

	000122504

	DEVELOPPEMENT PRODUIT

	000930999

	DICKSON PTL

	000123104

	DUPOL S.p.A

	000168806

	EKOCOIL OY

	000160814

	EKOPATTER SU

	000168914

	Ets. Richard L A L E U

	000430104

	EZT (Societe d’Exploitati

	000282621

	Fislage Flexibles GmbH

	000201521

	FLEXCOIL

	000204307

	FOC

	000200521

	FOREIGN ENTERPRISE ALUFOL

	000003831

	FRANCE ALU FILM

	000528321

	GASCOGNE LAMINATES

	000710804

	GASCOGNE LAMINATES GERMAN

	000590003

	GEA Air Treatment Product

	000283021

	GEA ERGE SPIRALES ET SORA

	000161421

	GEA GOEDHART B.V.

	000242505

	GEA GOEDHART s.r.o.

	000243821

	GEA HAPPEL Klimatechnik

	000282103

	GEA Klimator

	000248003

	GEA Maschinenkühltechnik

	000241121

	GEORGIA PACIFIC IRELAND L

	000249121

	GOGLIO NORTH EUROPE B.V.

	000242805

	GUENTNER — TATA KFT

	000242403

	GUNTNER AG & Co. KG

	000242321

	HODGSON & HODGSON LTD

	000279113

	HOLMAK d.o.o.l.

	000279521

	HOWATHERM Klimatechnik Gm

	000280621

	HUECK Folien GmbH + Co KG

	000280203







20









 






	 

	HYDRONIC S.A.

	000280104

	IND INTERCAMBIADORES TERM

	000321410

	INDUFLEX N.V.

	000662601

	000662621

	INGERSOLL-RAND EQUIPMENT

	000321521

	ISTITUTO STAMPA

	000320306

	ISTITUTO STAMPA SRL

	000320321

	KB FOLIE POLSKA Sp. Z.o.o

	000394321

	KLINGENBURG GmbH

	000391103

	000391121

	KOBUSCH PACKAGING EGYPT L

	000393802

	KOBUSCH-SENGEWALD GMBH

	000708821

	KOJA LTD

	000398114

	KOLLAR PAKK Kft.

	000390121

	KUEBA

	000391303

	LAVORAZIONE CARTE SPECIAL

	000430206

	LEEB GmbH & Co KG

	000431521

	LEIPA G.Leinfelder GmbH

	000430721

	LENNOX REFAC S.A.

	000201811

	LENZING PLASTICS GMBH

	000202603

	LGL FRANCE

	000201204

	LGL REFRIGERATION SPAIN S

	000201810

	LLOYD COILS EUROPE s.r.o.

	000435221

	LPF FLEXIBLE PACKAGING BV

	000431821

	LUVATA GUADALAJARA S.A.

	000281521

	LUVATA SÖDERKÖPING AB

	000085208

	000085222

	MAL-PRODUCT SRL

	000471121

	MARIA SOELL GmbH

	000471421

	MERSEBURGER VERPACKUNG GM

	000470721

	MEUWISSEN INDUSTRIE B.V.

	000470321

	MLB OPERCULA AIN PACK MLB

	000471521

	MODINE HUNGARIA KFT

	000475621

	MODINE THERMAL SYSTEMS

	000475121

	MONETA S s.r.o.

	000476721

	MORANCE SOUDURE

	000476121

	MORGANA

	000476004

	NEMA AIRFIN WAERMETAUSCHE

	000715421

	ORBO LABELS BVBA

	000516721

	ORION CENTRALE D’ACHAT

	000005321

	PAPIR PRINT D.O.O.

	000590221

	PAROC AB

	000591721

	PECHATNY DVOR

	000592221

	POLYBLOC AG

	000591921

	POLYKOTE SAS

	000591321

	POSETSAN AMBALAJ SANAYI V

	000590921

	PPG > NOLTEMEYER GmbHH

	000510621







21









 






	 

	PRINTPACK POLAND Sp. Z.o.

	000589021

	PROFROID

	000591204

	REUTHER VERPACKUNG GmbH

	000661021

	ROETHEL Bochum. Gmbh + CO

	000660321

	ROLAND Emballages S.A.

	000660421

	RONOPOLYDAN

	000593921

	SAPA HEAT TRANSFER AB

	000712121

	SCAPA (Schweiz) AG

	000715821

	SEARLE ICG

	000714821

	SEMA

	000710221

	SEMI METALLHANDELS GmbH

	000707121

	SETICAP

	000708800

	SICORE

	000715904

	SIDEC

	000709121

	SINITUOTE OY

	000713821

	SOCIETE MERIDIONALE DES P

	000710621

	SPARFLEX

	000716721

	STRULIK S.A.

	000719821

	TAF-D TICARET ve PAZARLAM

	000770521

	TENCATE GEOSYNTHETICS NET

	000770121

	TETRA PAK GLOBAL SUPPLY S

	000773501

	000773601

	000773721

	000773821

	000774001

	000776421

	000776521

	000778821

	TETRA PAK PACKAGING SOLUT

	000774821

	THERMOFIN GmbH

	000770803

	TIPOPLASTIKA

	000772121

	TOLERIE EMAILLERIE NANTAI

	000771704

	TRANE

	000772004

	TRANE EGYPT SAE

	000772521

	TRANSPAC N.V.

	000770301

	UAB SYSTEMAIR

	000511821

	VAASSEN FLEXIBLE PACKAGIN

	000871202

	VALSEM

	000890804

	VALSEM Industries SAS

	000890121

	VLACHOS BROS SA

	000879102

	Wätas Wärmetauscher Sachs

	000907821

	WESTAFLEX BATIMENT

	000910121

	WINPAK HEAT SEAL PACKAGIN

	000281702

	WRAPEX LTD

	000662121

	SAPIN

	712821







22









 






Transfer for security purposes over receivable agreement

Execution copy




SCHEDULE 2




[LETTERHEAD OF THE TRANSFEROR]



NOTICE OF TRANSFER TO DEBTOR



To:

[Debtor’s name]

[address]

[attention]

(the “Debtor”)




December 17, 2010



BY REGISTERED MAIL



Dear Sirs,



We hereby notify you that:



1.- Pursuant to a Transfer for security purpose over receivables agreement entered into on December
17, 2010 (the “Agreement”) between, Novelis Luxembourg S.A. (the “Company”) and BANK OF AMERICA,
N.A., a national banking association organized under the laws of the United States of America,
having its principal office at 101 South Tryon Street, Charlotte, North Carolina 28255, (United
States of America), registered under number 94-1687665 as Transferee acting for itself and on
behalf of the Lenders under the Revolving Credit Agreement (as defined in the Agreement) and in
accordance with the Term Loan Agreement (as defined in the Agreement) and the Lenders under the
Term Loan Agreement (the “Transferee”), the Company has transferred all rights and claims arising,
or owed from time to time by [Debtor’s name] to the Company (the “Secured Assets”) under the
terms/in accordance with the [agreement/rationale of the rights and claims] (the “Conditions”),
executed on [date] between the Company and [Debtor’s name].



2.- In accordance with the Conditions, the Secured Assets are governed by, and construed in
accordance with the laws of [Luxembourg] and any dispute arising in connection with the Agreement
shall be submitted to the jurisdiction of the Luxembourg courts notwithstanding the right of the
Transferee to take proceedings in any other jurisdiction.




23









 








3.- By virtue of this notice, the Transferee hereby irrevocably instruct you:





	 	a)	 	as from the day on which you receive a notice from the Transferee notifying
the occurrence of the Transfer of the Secured Assets pursuant to the Agreement, to
make the relevant payments corresponding to the Secured Assets to the Transferee
further to the instructions received from the Transferee; and
	 
	 	b)	 	not to take into consideration any notice or direction received from the
Transferor that may be contrary to the terms of this notice, unless the Transferee has
expressly consented in writing said notice or direction or has notified the transfer
back of the Secured Assets to the Transferor in accordance with the Agreement.




4.- We kindly ask you to confirm your acknowledgement and agreement to this notice by executing
and delivering a copy back to



Novelis Luxembourg SA

att. General Manager

Zone Industrielle de Riedgen

L-3401 Dudelange

Luxembourg

Phone: +352 51 86 64 500

Telecopier n°: +352 51 86 64 507



Yours faithfully,





by: Novelis Luxembourg S.A. 

       Name:

       Title:



FOR ACKNOWLEDGEMENT AND AGREEMENT as of _________________, 2010



[Debtor’s name]



____________________________________




24









 








	 	 	 	 	 
	 	 	 
	 	by:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




25










 





Exhibit M-9




REVOLVING QUOTA PLEDGE AGREEMENT




BETWEEN



NOVELIS INC.

As the Canadian Borrower



NOVELIS MADEIRA, UNIPESSOAL, LDA.

as the Madeira Guarantor




AND




BANK OF AMERICA, N.A.

As Collateral Agent







 









 





REVOLVING QUOTA PLEDGE AGREEMENT




Between:





	1.	 	NOVELIS INC., a company organised and existing under the laws of Canada, having its
registered office at 191 Evans Avenue, Toronto, Ontario, M8Z 1J5, Canada and having Canadian
corporation number 765937-7, hereinafter referred to as “Canadian Borrower”;
	 
	2.	 	NOVELIS MADEIRA, UNIPESSOAL, LDA., a company incorporated under the laws of Portugal, with
its registered office at Galerias de São Lourenço, Calçada de São Lourenço, no. 3,
1st floor G, parish and municipality of Funchal, Portugal, registered in the
Commercial Registry office of Zona Franca da Madeira with a share capital of €5,000.00 and tax
number 511 167 679, hereinafter referred to as “Madeira Guarantor”;
	 
	3.	 	BANK OF AMERICA, N. A., a financial institution existing under the laws of the United States,
with the Charter No. 13044, having its registered office at 101 South Tryon Street, Charlotte
28255, North Carolina, hereinafter referred to as “Collateral Agent”;





Whereas:





	(A)	 	The Canadian Borrower and, inter alia, the Collateral Agent entered into a US$800,000,000.00
revolving credit agreement on December 17, 2010 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”);
	 
	(B)	 	The Canadian Borrower and, inter alia, the Collateral Agent, entered into an intercreditor
agreement on December 17, 2010 (the “Intercreditor Agreement”);
	 
	(C)	 	The Canadian Borrower and, inter alia, the Madeira Guarantor and Bank of America, N.A.,
acting in its capacity as collateral agent (the “Term Loan Collateral Agent”) entered into a





Revolving Quota Pledge Agreement




 









 










	 	 	US$1,500,000,000.00 term loan credit agreement (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement” and
jointly with the Revolving Credit Agreement the “Credit Agreements”);
	 
	(D)	 	The Collateral Agent acts in its capacity of agent for the Secured Parties (as defined below)
and has the right to claim on its own behalf any amounts owed to the Secured Parties, under
the Revolving Credit Agreement;
	 
	(E)	 	Notwithstanding anything herein to the contrary, the lien and security interest granted to
the Collateral Agent for its the benefit and for the benefit 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; provided however, that 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.





An agreement on pledges over Quota governed by the following clauses is hereby agreed and
executed:




SECTION
I

General Provisions




Clause
1

(Definitions)




	1.	 	Whenever used in this Agreement, the following terms shall (unless the context otherwise
requires) have the following meanings:





	 	 	 

	Agreement:

	 	means this agreement;
	 
	 	 
	Ancillary Rights:

	 	means any and all present and future rights
arising by virtue of possession of, or
holding title in, the Quota (or New
Quotas), namely: (i) all rights to receive
dividends and any other form of revenue or
profit; and (ii) all voting rights;






Revolving Quota Pledge Agreement






 









 









	 	 	 

	Business Day:

	 	means any day in which the banks are open
for business in Funchal;
	 
	 	 
	Canadian Borrower Credits:

	 	means the credit in the amount of
€995,000.00 held by the Canadian Borrower
over the Madeira Guarantor;
	 
	 	 
	Collateral Agent:

	 	has the meaning ascribed to it in the
recitals of this Agreement;
	 
	 	 
	Credit Agreements:

	 	has the meaning ascribed to it in the
recitals of this Agreement;
	 
	 	 
	Discharge of Revolving
Credit Secured Obligations:

	 	has the meaning ascribed to it in the
Intercreditor Agreement;
	 
	 	 
	Enforcement:

	 	means the enforcement of the security
created under this Agreement following an
Event of Default;
	 
	 	 
	Existing Pledges:

	 	means the pledges granted over the Quotas,
registered under the entry numbers Menções
Dep 397/2009-03-04, Dep 398/2009-03-04
(assigned as registered under Dep
399/2009-03-04) and Dep 2200/2009-07-15;
	 
	 	 
	Event of Default:

	 	means any Event of Default as defined in
the Revolving Credit Agreement;
	 
	 	 
	Intercreditor Agreement:

	 	has the meaning ascribed to it in recital
(B) of this Agreement;
	 
	 	 
	New Quotas:

	 	means any quotas representing the capital
of the Madeira Guarantor that may be
issued, distributed to or acquired by the
Canadian Borrower, including, without
limitation, as a result of share capital
increases, mergers or other acts;
	 
	 	 
	Parties:

	 	means the parties to this Agreement;
	 
	 	 
	Pledge Over Quota:

	 	means the pledge created in favour of the
Collateral Agent pursuant to Clause 2.1;
	 
	 	 
	Pledge over Canadian
Borrower Credits:

	 	Means the pledge created in favour of the
Collateral Agent pursuant to Clause 2.4.;
	 
	 	 
	Quota:

	 	means the quota with the nominal value of
€5,000.00 representing 100% of the share
capital of the Madeira Guarantor;






Revolving Quota Pledge Agreement





 









 








	 	 	 

	Revolving Borrowers:

	 	means Borrowers as defined in the Revolving
Credit Agreement;
	 
	 	 
	Revolving Credit Agreement:

	 	has the meaning ascribed to it in the
recitals to this Agreement;
	 
	 	 
	Revolving Loan Party:

	 	means any Loan Parties as defined in the
Revolving Credit Agreement;
	 
	 	 
	Revolving Secured
Obligations:

	 	means the Secured Obligations as defined in
the Revolving Credit Agreement;
	 
	 	 
	Secured Parties:

	 	means the Secured Parties as defined in the
Revolving Credit Agreement;
	 
	 	 
	Term Loan Credit Agreement:

	 	has the meaning ascribed to it in the
recitals of this Agreement;
	 
	 	 
	Term Loan Secured
Obligations:

	 	means the Secured Obligations as defined in
the Term Loan Credit Agreement;
	 
	 	 
	Term Loan Secured Parties:

	 	means each and any Secured Party as defined
in the Term Loan Credit Agreement;
	 
	 	 
	Termination Date:

	 	means the date of the Discharge of the
Revolving Credit Secured Obligations.







	2.	 	The meaning to be assigned to each word or expression in this Clause shall be the same
irrespective of the words in question being used in the masculine or the feminine, the
singular or the plural.
	 
	3.	 	Any reference to the Collateral Agent in this Agreement shall be construed as a reference to
the Collateral Agent acting as agent of the Secured Parties.
	 
	4.	 	Any reference to a Party in this Agreement shall include its successors and assignees.
	 
	5.	 	All references to Clauses, sections and Appendices in this Agreement are references to
clauses, sections and Appendices of this Agreement, except if expressly stated otherwise.





Revolving Quota Pledge Agreement





 









 








SECTION
II


Quota Pledge 




Clause
2

(Pledge Over Quota and Canadian Borrower Credits)




	1.	 	As security for the punctual payment of each and all of the Revolving Secured Obligations,
the Canadian Borrower hereby creates and grants in favour of the Collateral Agent, for itself
and for the benefit of the Revolving Secured Parties, a pledge, to the fullest extent
permitted by law, over the Quota, including each and all of the Ancillary Rights concerning
the Quota, ranking after the pledge, to the fullest extent permitted by law, over the Quota
created and granted on the present date in favour of the Term Loan Collateral Agent for its
own benefit and for the benefit of the Term Loan Secured Parties.
	 
	2.	 	For the avoidance of doubt and without prejudice to Clause 6 of this Agreement, the pledge
over the Quota includes (and any pledge over New Quotas shall include) the right of the
Canadian Borrower to exercise each and all of the relevant Ancillary Rights.
	 
	3.	 	While the pledge over the Quota is in force, and except as otherwise permitted by the
Revolving Credit Agreement, the Canadian Borrower may not sell, assign, transfer, convert or
dispose of the Quota in any way whatsoever or create charges, encumbrances or third party
rights, pledges, usufructs, or any other option right or restriction of free transfer.
	 
	4.	 	As security for the punctual payment of each and all of the Revolving Secured Obligations,
the Canadian Borrower hereby creates and grants a pledge in favour of the Collateral Agent,
for itself and for the benefit of the Revolving Secured Parties, a pledge, to the fullest
extent permitted by law, over the Canadian Borrower Credits, ranking after the pledge, to
the fullest extent permitted by law, over the Canadian Borrower Credits created and granted
on the present date in favour of the Term Loan Collateral Agent for its own benefit and for
the benefit of the Term Loan Secured Parties.
	 
	5.	 	The Madeira Guarantor hereby acknowledges and agrees, in accordance and for the purposes of
article 681, no. 2, of the Portuguese civil code, with the terms of the pledge over the
Canadian Borrower Credits created under number 4 above.
	 
	6.	 	The Parties acknowledge and agree that the amounts received by the Madeira Guarantor
corresponding to the Canadian Borrower Credits may be, at the Canadian Borrower’s discretion,
treated either as supplementary capital contributions or converted into share





Revolving Quota Pledge Agreement





 









 









	 	 	capital of the
Madeira Guarantor by way of an increase of the nominal value of the Quota.





Clause
3

(Registration of the Pledge)





	1.	 	The Madeira Guarantor undertakes to present the pledge over the Quota hereby created for
registration with the competent Commercial Register Office and to present sufficient evidence
thereof to the Collateral Agent within fifteen (15) Business Days of the date of this
Agreement, and to provide promptly thereafter, and in any circumstances within a period of
thirty (30) Business Days of the date of this Agreement, evidence of such registration in the
terms provided for in Appendix 1.
	 
	2.	 	All expenses incurred in connection with the registration of the pledge over the Quota shall
be paid by the Canadian Borrower.
	 
	3.	 	The Canadian Borrower agrees that it will maintain, at its sole cost and expense, the pledge
over the Quota created by this Agreement by taking all applicable actions (including, without
limitation, the presentation of the pledge for registration with the competent Commercial
Register Office, and the delivery or filing of agreements, instruments or other documents) as
may have been reasonably requested by the Collateral Agent in order to perfect, maintain or
enforce the pledge over the Quota under the laws of the Portuguese Republic as a perfect
pledge over the Quota with priorities set out in Clause 2.1. above.





Clause
4


(New Quotas)





	1.	 	As security for the punctual payment of the Revolving Secured Obligations, the Canadian
Borrower promises to execute, at its sole cost and expense, a pledge over any New Quotas
substantially similar to the terms and conditions in this Agreement with respect to the pledge
over the Quota, ranking after the pledge, to the fullest extent permitted by law, over such
New Quotas created and granted for the benefit of the Term Loan Collateral Agent and the Term
Loan Secured Parties for the punctual payment of each and all of the Term Loan Secured
Obligations.
	 
	2.	 	All pledges to be created pursuant to Clause 4.1 above shall be executed within ten (10)
Business Days of registration of the New Quotas in the name of the Canadian Borrower, failing
which the Collateral Agent shall be entitled, in its sole discretion, to execute the





Revolving Quota Pledge Agreement





 









 









	 	 	pledges
described in Clause 4.1. on behalf of the Canadian Borrower. For such purpose, the Canadian
Borrower shall deliver within ten (10) Business Days of the date hereof (or by such later date
as may be agreed to in writing by the Collateral Agent in its sole discretion) to the
Collateral Agent an irrevocable power of attorney substantially in the form of Appendix 2.
	 
	3.	 	The execution of the pledges on behalf of the Canadian Borrower pursuant to Clause 4.2 of
this Agreement shall not release the Canadian Borrower from any liability to the Collateral
Agent for any damage incurred due to the Canadian Borrower’s failure to execute a pledge over
New Quotas under the terms set forth in Clauses 4.1 and 4.2 of this Agreement, as determined
by applicable law, nor does it, by any means, prevent the Collateral Agent from claiming
specific payment, discharge of any such obligations and compensation for damage incurred due
to late performance in accordance with the Intercreditor Agreement.





Clause
5

(Transformation of the Madeira Guarantor)





	1.	 	In the event that the Madeira Guarantor is, subject to any consent required under the
Revolving Credit Agreement, transformed (“transformada”) into a “sociedade anónima”, the
pledges hereby executed will be maintained over the shares (“acções”) issued as a result of
the transformation (“transformação”), in which case the Canadian Borrower shall register the
pledges created over such shares under the terms of articles 101 or 102 and 103 of the
Portuguese Securities Code (“Código dos Valores Mobiliários”) and in accordance with the
terms of this Agreement and this registration cannot be cancelled before the Termination
Date.
	 
	2.	 	The Canadian Borrower shall, upon request of the Collateral Agent (made in accordance with
the terms of the Intercreditor Agreement) deposit the shares in a securities account opened
with a custodian or with any financial institution as designated by the Collateral Agent.





Clause
6


(Exercise of Ancillary Rights)





	1.	 	The Canadian Borrower is entitled to exercise the Ancillary Rights, including, inter alia,
the right to participate and vote in general meetings, to challenge decisions taken by any
corporate body and the right to be informed, until such time as an Event of Default has
occurred and a notice





Revolving Quota Pledge Agreement





 









 









	 	 	by the Collateral Agent in accordance with the terms of the Revolving
Credit Agreement and the Intercreditor Agreement, as applicable, is delivered to the Canadian
Borrower notifying the Canadian Borrower that the exercise of the Ancillary Rights have become
vested in the Collateral Agent.
	 
	2.	 	Immediately upon receiving notice in accordance with Clause 6.1, the Canadian Borrower shall
refrain from exercising any of the Ancillary Rights, shall discontinue the exercise of any of
those rights which may be pending and shall further abstain from taking any action that may
jeopardise or be inconsistent with the exercise of the mentioned Ancillary Rights by the
Collateral Agent.





Clause
7

(Enforcement of the Pledge of Quota and Pledge over Canadian Borrower Credits)





	1.	 	The security granted under this Section may be enforced upon the occurrence of and during the
continuation of an Event of Default.
	 
	2.	 	The Collateral Agent may enforce the Pledge Over Quota and/or the Pledge over Canadian
Borrower Credits in respect any Event of Default by whatever means available under the law as
the Collateral Agent may elect to ensure an expeditious payment of the Revolving Secured
Obligations, respectively, and specifically through:






	 	(i)	 	a judicial sale of the Quota and/or of the Canadian Borrower Credits;
	 
	 	(ii)	 	an extra-judicial sale (“venda extra-judicial ou extra-processual”) of the
Quota and/or of the Canadian Borrower Credits ; or
	 
	 	(iii)	 	a request to the court that the Quota and/or Canadian Borrower Credits be
vested in the Collateral Agent or in one of them in an amount to be established by such
court.






	3.	 	No failure on the part of the Collateral Agent to exercise, and no delay on its part in
exercising, any right or remedy under this Agreement shall operate as a waiver thereof, nor
will any single or partial exercise of any right or remedy preclude any other or further
exercise of that or any other right or remedy.
	 
	4.	 	If an extra-judicial sale (“venda extra-judicial ou extra-processual”) of the Quota and/or of
the Canadian Borrower Credits occurs, the price of the Quota and/or of the Canadian Borrower
Credits shall be determined according to the best price offered to the Collateral Agent by a
willing buyer within a procedure of extra-judicial sale (“venda extra-judicial ou
extra-processual”)





Revolving Quota Pledge Agreement





 









 









		 	organized by the Collateral Agent and the Canadian Borrower acknowledges
that the price so determined corresponds to a price determined according to reasonable
commercial criteria.





SECTION
III


Representations and Warranties of the Canadian Borrower




Clause
8

(Undertakings of the Canadian Borrower)



The Canadian Borrower undertakes to abstain from any and all action that would in any way affect
the perfection, maintenance or enforcement of the Pledge Over Quota and the Pledge over Canadian
Borrower Credits.




Clause
9

(Representations and Warranties of the Canadian Borrower)




The Canadian Borrower represents and warrants to each Secured Party that:





	 	(i)	 	it has corporate power and authority and the legal right to perform its
obligations under this Agreement, including, but not limited to, the corporate power
and authority and the legal right to create and grant pledges over the Quota in favour
of the Collateral Agent and to instruct the registration of the pledge over the Quota
created hereby with the competent Commercial Register Office;
	 
	 	(ii)	 	it has taken all necessary actions to authorize the execution and performance
of this Agreement;
	 
	 	(iii)	 	it is the lawful holder of the Quota which is definitively registered in its
own name and there are no liens or claims against and no charges or encumbrances over
the Quota, save for (i) the Existing Pledges and (ii) those created under this
Agreement (other than such liens, claims, charges, or encumbrances concerning the Quota
in favour of the Term Loan Collateral Agent for the benefit of the Term Loan Secured
Parties and as security for the Term Loan Secured Obligations as set forth in Clause
2.1) and Permitted Liens as defined in the Revolving Credit Agreement;
	 
	 	(iv)	 	the Quota is fully subscribed and paid up and currently does not own any
credits over the Madeira Guarantor other than the Canadian Borrower Credits;





Revolving Quota Pledge Agreement





 









 









	 	(v)	 	except to the extent permitted by the Revolving Credit Agreement, there are no
option contracts with respect to the Quota, or any other contractual rights that would
restrict the free disposal of the Quota (other than (i) the Existing Pledges and (ii)
the pledge concerning the Quota in favour of the Term Loan Collateral Agent for the
benefit of the Term Loan Secured Parties as set forth in Clause 2.1);
	 
	 	(vi)	 	at the date hereof, no litigation, investigation or proceeding is pending
against or in relation to the Quota;
	 
	 	(vii)	 	the Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except to the extent that the enforceability
thereof is limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting creditors’ rights generally; and
	 
	 	(viii)	 	no registration, recording or filing with any governmental body, agency or official
under the laws of the Portuguese Republic is required in connection with the execution
of the Agreement or necessary for the validity or enforcement of the pledges over the
Quota, save for the registration of the pledge over the Quota with the Commercial
Registry Office of Madeira Free Trade Zone pursuant to Clause 3.1.





SECTION IV




Other Provisions




Clause 10



(Intercreditor Agreement and Revolving Credit Agreement)




	1.	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be
read together and construed, to the fullest extent possible, to be in concert with each
other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Revolving Credit Agreement shall control and
govern.
	 
	2.	 	Notwithstanding anything herein to the contrary, the lien and security interest granted to





Revolving Quota Pledge Agreement





 









 









	 	 	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
Intercreditor Agreement, among Novelis Inc., Novelis Corporation, Novelis Cast House
Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc., Novelis No. 1 Limited Partnership,
Novelis Corporation, Novelis Pae Corporation, Novelis Brand Llc, Novelis South America
Holdings Llc, Aluminum Upstream Holdings Llc, Novelis Europe Holdings Limited, Novelis Uk
Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis Switzerland
SA, Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda., Novelis
Luxembourg S.A., Novelis Pae, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings from time to time party thereto, Bank of America, N.A., as
Administrative Agent for the Revolving Credit Lenders (as defined in the Intercreditor
Agreement), Bank of America, N.A., as Collateral Agent for the Revolving Credit Claimholders
(as defined in the Intercreditor Agreement), Bank of America, N.A., as Administrative Agent
for the Term Loan Lenders (as defined in the Intercreditor Agreement), Bank of America, N.A.,
as Collateral Agent for the Term Loan Secured Parties (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.





Clause
11

(Severability)





	1.	 	Any provision of this Agreement that is held to be unenforceable or invalid, in whole or in
part, shall be unenforceable or invalid to such extent without affecting the remaining
provisions of this Agreement.
	 
	2.	 	Particularly, in case any of the security granted is declared void or unenforceable, the
parties expressly agree to reduce the contents of this Agreement to that security which
remains valid and enforceable.





Revolving Quota Pledge Agreement





 









 








Clause
12

(Preservation of Security)




The pledge formalised within the terms of this Agreement will remain valid and unchanged in
accordance with article 861 of the Portuguese Civil Code notwithstanding any assignment or novation
of the Revolving Secured Obligations.




Clause
13

(Validity)




This Agreement will remain valid and in force until the Termination Date.




Clause
14

(Amendments)




No amendment, modification, supplement or extension of any provision of this Agreement is effective
unless made in writing and signed by the parties.




Clause
15

(Remedies and Waivers)




Save as otherwise stated herein, no failure or delay on the part of either party in exercising any
right herein shall operate as a waiver of, or impair any such right or single or partial exercise
of such right, nor shall preclude any other or further exercise thereof or the exercise of any
other right.




Clause
16

(Notices)





	1.	 	Notices to be given hereunder shall be given by registered letter or fax, followed by the
original within three (3) days, and shall be deemed to have been given on the day of their
receipt, in the case of registered letters, or at the time of their receipt at the addressee’s
reception facilities, provided that such notices were received by 6:00 P.M. or otherwise on
the immediately following Business Day, in the case of fax.
	 
	2.	 	For the purposes of notices to be given hereunder, and unless notified otherwise, the
parties’ business addresses and facsimile numbers are as follows:





Revolving Quota Pledge Agreement





 









 







NOVELIS INC.




Novelis Inc.

Two Alliance Center

3560 Lennox Road, Suite 2000

Atlanta, GA 30326

Attention: Randal P. Miller

Telecopier No.: 404-760-0124

Email: randy.miller@novelis.com




with a copy to:




Novelis Inc.

Two Alliance Center

3560 Lennox Road, Suite 2000

Atlanta, GA 30326

Attention: Leslie J. Parrette, Jr.

Telecopier No.: 404-760-0137

Email: les.parrette@novelis.com




and with a copy to:




Fried Frank Harris Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: F. William Reindel

Telecopier No.: 212-859-4000

Email: f.william.reindel@friedfrank.com



Revolving Quota Pledge Agreement





 









 







BANK OF AMERICA, N.A.




Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 312-453-5555



Clause
17

(Fees and Expenses)




The Canadian Borrower shall bear all fees, costs and expenses associated with the obligations set
forth in this Agreement insofar as the Pledge Over Quota and the Pledge over Canadian Borrower
Credits are concerned, including but not limited to, the taxes, notarization and registration
costs, resulting from the signature and execution of this Agreement and the registration or
perfection of the pledges granted hereunder, as applicable.




Clause
18


(Assignment)





The Collateral Agent is hereby authorised to assign its rights under this Agreement to any other
entity that replaces it under the terms of the Revolving Credit Agreement and the Intercreditor
Agreement.



Clause
19

(Termination)




On the Termination Date, the security interests created hereby shall be released and this Agreement
shall terminate. The Collateral Agent hereby covenants and agrees to take all necessary actions to
release the security interests created hereby and to terminate this Agreement on the Termination
Date.




Revolving Quota Pledge Agreement





 









 








Clause
20

(Governing Law and Jurisdiction)




This agreement shall be governed by Portuguese law and any disputes shall be submitted to the
Courts of Lisbon.




Revolving Quota Pledge Agreement





 









 








IN WITNESS WHEREOF, the parties have executed this Agreement in 3 counterparts, in New York, on
December 17, 2010, each of which shall be an original and all of which shall be considered one and
the same agreement.




NOVELIS INC.




Revolving Quota Pledge Agreement





 









 








NOVELIS MADEIRA, UNIPESSOAL, LDA.




Revolving Quota Pledge Agreement





 









 








BANK OF AMERICA, N.A., as Collateral Agent




Name: Peter M. Walther

Title: Senior Vice President




Revolving Quota Pledge Agreement




 









 









Appendix 1



Registration of Pledges Over the Quota




Part 1

Registration of the Pledge Over Quota



Quota(s)
Titular(es)

Quota:
[...]

Titular:
Novelis Inc




Credor: Bank of America, National Association, para si e na qualidade de agente das denominadas




“Secured Parties” tal como definidas no “Revolving Credit Agreement”




Quantia:
USD 800.000.000


Juros: à taxa de 16% ao ano.




Despesas e encargos 4% da quantia mutuada




Fundamento: Para garantia do integral cumprimento das Secured Obligations tal como definidas num
contrato denominado “Credit Agreement” celebrado em 17 de Dezembro de 2010 entre, inter alia, a
Novelis Inc., a Novelis Madeira, Unipessoal, Lda. e o Bank of America, N.A..




Requerente: Novelis Madeira, Unipessoal, Lda.




Revolving Quota Pledge Agreement





 









 








Appendix 2

Power of Attorney Granted by the Canadian Borrower in favor of the Collateral Agent




No dia [•], perante mim, [•], Notário Público, compareceu o Senhor [•], residente em [•], que
outorga o presente instrumento em nome e em representação de Novelis, INC., uma sociedade
organizada e existente de acordo com as leis do Canadá, com sede em [•], registada no Registo
Comercial do Canadá sob o número societário [428106-3] (adiante “Mandante”).




Verifiquei a identidade, poderes e autoridade do signatário para efeitos da presente procuração por
meio de [•].




Pelo presente instrumento, o signatário, em nome e representação da Mandante, irrevogavelmente
nomeia, constitui e designa procurador da Mandante, o BANK OF AMERICA, N.A., uma associação
bancária nacional (“national banking association”) organizada e existente de acordo com as leis dos
Estado Unidos, com sede em 101 South Tryon Street, Charlotte, NC 28255 (adiante “Mandatário”), ao
qual são por este meio atribuídos poderes, incluindo poderes de substabelecimento, para, em nome e
representação da Mandante, executar e praticar os seguintes actos:





	1.	 	Constituir penhor sobre as quotas (e todos os direitos correspondentes) (as “Quotas”)
representativas do capital social da NOVELIS MADEIRA, UNIPESSOAL, LDA., uma sociedade
constituída de acordo com as leis de Portugal, com sede nas Galeria São Lourenço, Calçada de
São Lourenço, no 3, 1o andar G, freguesia e concelho do Funchal, Portugal, com o número único
fiscal e de registo 511 167 679, registada na Conservatória de Registo Comercial da Zona
Franca da Madeira, com capital social de €5.000,00 (a “Sociedade”), detidas pela Mandante, em
garantia do montante total das obrigações definidas como “Revolving Secured Obligations” no
contrato denominado “Revolving Quota Pledge Agreement”, celebrado em 17 de Dezembro de 2010,
pela Mandante e pelo Mandatário, entre outros (o “Security Agreement”).
	 
	2.	 	Constituir penhor ou ceder com escopo de garantia quaisquer créditos, presentes ou





Revolving Quota Pledge Agreement





 









 









	 	 	futuros, decorrentes de suprimentos ou prestações suplementares prestados ou a
prestar pela Mandante à Sociedade (os “Créditos”) em garantia do montante total das
“Revolving Secured Obligations”, tal como definidas no Security Agreement.
	 
	3.	 	O Mandatário tem direito a vender e transmitir as quotas representativas do capital social da
Sociedade (ou qualquer parte do mesmo) que estão ou poderão estar empenhadas em qualquer
altura a favor do Mandatário (as “Quotas”) como credor pignoratício e/ou os Créditos após a
ocorrência de um “Event of Default”, tal como definido no Security Agreement. Tais vendas
serão efectuadas pelo Mandatário por meio de um ou mais instrumentos privados ou públicos, ou
uma ou mais transacções e de acordo com os termos e condições que o Mandatário tenha por
convenientes.
	 
	4.	 	Celebrar, assinar e outorgar/entregar quaisquer documentos, incluindo contratos de penhor e
contratos promessa, e, bem assim, outros instrumentos de natureza similar referentes à venda
das Quotas e aos Créditos, bem como quaisquer outras ordens, documentos ou instrumentos que,
nos termos da lei Portuguesa, se mostrem necessários para a efectivação, validação e execução
desse penhor ou venda das Quotas e Créditos, bem como receber e dar quitação de qualquer preço
de venda ou contraprestação pela transmissão da propriedade das Quotas ou Créditos.
	 
	5.	 	Praticar quaisquer actos de registo ou notificação em relação a qualquer venda ou penhor
sobre as Quotas ou Créditos, e/ou extinção ou constituição de ónus sobre as Quotas ou Créditos
(ou qualquer parte dos mesmos) com respeito ao exercício dos poderes conferidos pela presente.
	 
	6.	 	Representar a Mandante em qualquer Assembleia Geral da Sociedade, bem como propor, votar e
deliberar sobre qualquer matéria submetida ou proposta à Assembleia Geral da Sociedade após a
ocorrência de um “Event of Default”, tal como definido no Security Agreement.
	 
	7.	 	Em geral, assinar todos os documentos e praticar todos os actos necessários ou adequados ao
exercício e execução dos poderes acima referidos, sendo, pela presente,





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	 	 	ratificados e confirmados pela Mandante todos e quaisquer actos que o Mandatário
pratique ou tencione praticar, ao abrigo e para efeitos do cumprimento integral do
mandato ora conferido.





A Mandante autoriza o Mandatário a fazer-se substituir por terceiro na execução dos poderes ora
conferidos. Os poderes pela presente conferidos podem ser exercidos pelo Mandatário por uma ou mais
vezes, e a Mandante desde já expressamente presta o seu consentimento, nos termos e para os efeitos
do artigo 261.o do Código Civil Português, ao exercício pelo Mandatário dos poderes ora conferidos
em relação à venda ou transferência da propriedade das Quotas ou Créditos (ou qualquer parte dos
mesmos) a favor do próprio Mandatário (“negócio consigo mesmo”).




Esta procuração é outorgada também no interesse do Mandatário, pelo que é irrevogável nos termos e
para os efeitos do artigo 265.o, n.o 3, do Código Civil Português.




A presente procuração reger-se-á pela lei Portuguesa.




Assinado na data acima mencionada por




Novelis Inc.




Revolving Quota Pledge Agreement





 









 








* translation for convenience purposes only




POWER OF ATTORNEY




To be granted by Novelis Inc.



On [place and date], before me [identification of the Notary/Portuguese Consul], appeared Mr.
[name, home address, marital status], who executes this deed as proxy for and on behalf of Novelis
INC [full identification] (hereinafter the “Grantor”).




I have checked the identity, powers and authority of the signatory for the purposes hereof by means
of [identity card/passport/certified copy of minutes of Board of Directors of the Grantor/Power of
Attorney].




In the name and on behalf of the Grantor, the signatory hereby irrevocably names, constitutes and
appoints, as attorney for the Grantor, Bank of America, N. A., a financial institution organised
and existing under the laws of the United States of America and having its registered office at 101
South Tryon Street, Charlotte, North Carolina 28255 (hereinafter the “Attorney”) to whom are hereby
granted the powers, including delegation powers, to execute and perform the following acts on
behalf of the Grantor:




1. To pledge all quotas (including the rights thereto) (the “Quotas”) representing the corporate
capital of Novelis Madeira, Unipessoal, Lda., a company incorporated under the laws of the
Portuguese Republic, with its registered office at Galerias São Lourenço, Calçada de São Lourenço,
no. 3, 1st floor G, parish and municipality of Funchal, Portugal, registered in the
Commercial Registry Office of Zona Franca da Madeira under the single taxpayer and registration
number 511 167 879, with a corporate capital of €5,000.00 (the “Company”) held by the Grantor, as
security for the total amount of the Revolving Secured Obligations as defined in the Revolving
Quota Pledge Agreement executed on December 17, 2010, amongst others, by the Grantor and the
Attorney (the “Security Agreement”).




2. To pledge or assign by security (“cessão com escopo de garantia”) any credit rights, present and




Revolving Quota Pledge Agreement





 









 








future, arising from the shareholder loans or supplementary shares of capital (“prestações
suplementares” e “suprimentos”), granted or to be granted by the Grantor to the Company (the
“Credit Rights”), as security for the total amount of the Revolving Secured Obligations as defined
in the Security Agreement.




3. The Attorney has the right to sell and transfer the quotas representing the Company’s corporate
capital (or any part thereof) which are or may be pledged from time to time to the Attorney (the
“Quotas”) as pledgee and/or the Credit Rights upon the occurrence and continuation of an Event of
Default as defined in the Security Agreement. Such sales shall be made by the Attorney by means of
one or more private or by public deed, or one or more transactions and in accordance with the terms
and conditions that the Attorney may determine.




4. To execute, sign and deliver any documents, including pledge agreements and promissory
agreements and other agreements or instruments of a like nature with respect to the sale of the
Quotas, or the Credit Rights, and any other orders, documents or instruments as may be required
under Portuguese law for the purposes of effecting, perfecting and enforcing such pledge or sale of
the Quotas and Credit Rights, as well as to receive and give acquittance of any such sale price or
consideration for any transfer of title to the Quotas or Credit Rights.




5. To apply to the Company for any acts of registration or notification in connection with any
sale, or pledge of Quotas or Credit Rights, and/or the cancellation or creation of charges over the
Quotas or Credit Rights (or any part thereof) in connection with the exercise of the powers granted
hereof.




6. To represent the Grantor in any Shareholders Meeting of the Company, and to propose, vote and
decide in any matter subject to or presented in the Shareholders Meeting of the Company upon the
occurrence and continuation of an Event of Default as defined in the Security Agreement.




7. In general, to execute all documents and to do and perform all acts and things necessary or
appropriate for the carrying out and fulfilment of the foregoing powers, the Grantor hereby
ratifying and confirming any and all acts the Attorney may do or purport to do under, and for the
purposes of the full performance of, the mandate granted hereby.




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The Grantor authorizes the Attorney to be replaced by any third party, for purpose of the exercise
of any of the powers granted herein. The powers granted hereunder may be exercised by the Attorney
one or more times and the Grantor hereby expressly grants its consent to the Attorney, under and
for the purposes of article 261 of the Portuguese Civil Code, to the exercise of any of the powers
granted hereby in connection with the sale and transfer of title in the Quotas or Credit Rights (or
any part thereof) in favour of the Attorney itself (“negócio consigo mesmo”).




This power of attorney is granted also in the interest of the Attorney and is therefore irrevocable
pursuant to article 265, nr. 3, of the Portuguese Civil Code.




This power of attorney shall be governed by the Portuguese law.




Revolving Quota Pledge Agreement





 











 





REVOLVING ACCOUNT PLEDGE AGREEMENT




between




NOVELIS MADEIRA, UNIPESSOAL, LDA.

as the Madeira Guarantor



and




BANK OF AMERICA, N.A.

as Collateral Agent









 









 





REVOLVING ACCOUNT PLEDGE AGREEMENT



Between:





	1.	 	NOVELIS MADEIRA, UNIPESSOAL, LDA., a company incorporated under the laws of Portugal, with
its registered office at Galerias São Lourenço, Calçada de São Lourenço, no. 3, 1st
floor G, parish and municipality county of Funchal, Portugal, registered in the Commercial
Registry office of Zona Franca da Madeira with a share capital of €5,000.00 and tax number 511
167 679, hereinafter referred to as “Madeira Guarantor” or “Pledgor”;
	 
	2.	 	BANK OF AMERICA, N.A., a national banking association existing under the laws of the United
States, having its principal office at 101 South Tryon Street, Charlotte, North Carolina
28255, Charter No. 13044, in its capacity as collateral agent under the Revolving Credit
Agreement referred to below, hereinafter referred to as “Collateral Agent” or “Pledgee”;




Whereas:





	(A)	 	Novelis Inc., a company organised and existing under the laws of Canada, having its
registered office at 191 Evans Avenue, Toronto, Ontario, M8Z 1J5, Canada and having Canadian
corporation number 765937-7, hereinafter referred to as “Parent Borrower”, and, inter alia,
the Madeira Guarantor and the Collateral Agent entered into a US$800,000,000.00 revolving
credit agreement on December 17, 2010 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”);
	 
	(B)	 	The Madeira Guarantor is a Guarantor (as defined in the Revolving Credit Agreement) in
accordance with Section 1.01 of the Revolving Credit Agreement;
	 
	(C)	 	The Parent Borrower and, inter alia, the Collateral Agent entered into an intercreditor
agreement on December 17, 2010 (as amended, restated, amended and





Revolving Account Pledge




 









 






	 	 	restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”);
	 
	(D)	 	The Parent Borrower and, inter alia, the Madeira Guarantor and Bank of America, N.A., in its
capacity as collateral agent (the “Term Loan Collateral Agent”) entered into a
US$1,500,000,000.00 term loan credit agreement (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement” and
together with the Revolving Credit Agreement the “Credit Agreements”);
	 
	(E)	 	The Collateral Agent acts in its capacity of agent for the Secured Parties and therefore has
the right on its own behalf to claim any amounts owed to the Secured Parties under the
Revolving Credit Agreement;
	 
	(F)	 	Notwithstanding anything herein to the contrary, the lien and security interest granted to
the Collateral Agent for its benefit and 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; provided however, that 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;




an account pledge governed by the following clauses is hereby agreed and executed:




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Clause 1


(Definitions)





	1.	 	Whenever used in this Agreement, the following terms shall have the following meanings:





	 	 	 	 	 

	 

	 	Agreement:
	 	means this agreement;
	 

	 	Business Day:
	 	means any day in which the banks are open for business in
Funchal;
	 

	 	Collateral Agent:
	 	has the meaning ascribed to it in the recitals of this
Agreement;
	 

	 	Collection Account:
	 	means the bank account number 9030 9506 3201, with NIB
000709030009506320161 and IBAN PT50000709030009506320161
opened in the books of Banco Espírito Santo, S.A. —
Sucursal Financeira Exterior;
	 

	 	Credit Agreements:
	 	has the meaning ascribed to it in the recitals of this
Agreement;
	 

	 	Depositary Bank:
	 	means Banco Espírito Santo, S.A.;
	 

	 	Discharge of
Revolving Credit
Secured Obligations:
	 	has the meaning ascribed to in the Intercreditor Agreement;
	 

	 	Event of Default:
	 	means any Event of Default as defined in the Revolving
Credit Agreement;
	 

	 	Existing Pledges:
	 	means the pledges granted over the Collection Account, in
favour of Bank of America, N.A. and UBS AG, Stamford
Branch;
	 

	 	Intercreditor

Agreement:
	 	has the meaning ascribed to it in recital (C) of this
Agreement;
	 

	 	Net Cash Proceeds

Accounts:
	 	has the meaning ascribed to it in the Intercreditor
Agreement;
	 

	 	Parties:
	 	means the parties to this Agreement (each individually a
“Party”);
	 

	 	Pledge over

Collection Account:
	 	means the pledge created in favour of the Collateral Agent
for the security of the Revolving Secured Obligations
pursuant to Clause 2.1;





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	 	Revolving Borrowers:
	 	means Borrowers as defined in the Revolving Credit
Agreement;
	 

	 	Revolving Credit

Agreement:
	 	has the meaning ascribed to it in the recitals to this
Agreement;
	 

	 	Revolving Loan Party:
	 	means any Loan Parties as defined in the Revolving Credit
Agreement;
	 

	 	Revolving Secured

Obligations:
	 	means the Secured Obligations as defined in the Revolving
Credit Agreement;
	 

	 	Secured Parties:
	 	means the Secured Parties as defined in the Revolving
Credit Agreement;
	 

	 	Term Loan Credit

Agreement:
	 	has the meaning ascribed to it in the recitals to this
Agreement;
	 

	 	Term Loan Secured

Obligations:
	 	means the Secured Obligations as defined in the Term Loan
Credit Agreement;
	 

	 	Term Loan Secured

Parties:
	 	means each and any Secured Party as defined in the Term
Loan Credit Agreement;
	 

	 	Termination Date:
	 	means the date of the Discharge of the Revolving Credit
Secured Obligations.







	2.	 	The meaning to be assigned to each word or expression in this Clause shall be the same
irrespective of the words in question being used in the masculine or the feminine, the
singular or the plural.
	 
	3.	 	Any reference to the Collateral Agent in this Agreement shall be construed as a reference to
the Collateral Agent acting as agent for the Secured Parties.
	 
	4.	 	Any reference to a Party in this Agreement shall include its successors and assignees.
	 
	5.	 	All references to Clauses, sections and Appendices in this Agreement are references to
clauses, sections and Appendices of this Agreement, except if expressly stated otherwise.





Clause 2

(Pledge Over Collection Account)





	1.	 	As security for the punctual payment of each and all of the Revolving Secured Obligations,
the Pledgor hereby creates and grants in favour of the Collateral Agent





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	 	 	for its own benefit and for the benefit of the Revolving Secured Parties a pledge, to the
fullest extent permitted by law, over the Collection Account, ranking before the pledge, to
the fullest extent permitted by law, over the Collection Account created and granted on the
present date in favour of the Term Loan Collateral Agent for the benefit of the Term Loan
Secured Parties and as security for the Term Loan Secured Obligations.
	 
	2.	 	The pledge of the balance of the Collection Account pursuant to the terms of this Agreement
is also to be construed as a “contrato de formação progressiva” and includes the right to any
moneys deposited in the Collection Account at any time after the date of this Agreement and
any and all interest thereon, which thereafter will be automatically included in the pledge in
favour of the Collateral Agent, pursuant to the terms herein referred to, without the need for
a specific or express declaration by the Madeira Guarantor or acceptance by the Collateral
Agent.
	 
	3.	 	The Collection Account may only be operated in accordance with the terms of the Revolving
Credit Agreement and the Intercreditor Agreement.
	 
	4.	 	The Pledgor undertakes, on this date, to notify the Depositary Bank of the pledges enacted
pursuant to this Agreement according to the draft notification attached hereto as Schedule 1
and shall submit a certified copy of such notification and the acknowledgement of receipt
signed on behalf of the Depositary Bank to the Collateral Agent within fifteen (15) Business
Days of the date of this Agreement (or such later date as shall be agreed to by the Collateral
Agent in its sole discretion).





Clause 3

(Promissory Pledges over bank accounts)





	1.	 	As security for the punctual payment of each and all of the Revolving Secured Obligations,
the Madeira Guarantor hereby promises to create and grant in favour of the Collateral Agent
for its own benefit and for the benefit of the Revolving Secured Parties a pledge, to the
fullest extent permitted by law, over any bank account (other than a Net Cash Proceeds
Accounts) held by the Madeira Guarantor or which it may hold, ranking before the pledge, to
the fullest extent permitted by law, over such bank account created and granted in favour of
the Term Loan Collateral Agent for its own benefit and for the benefit of the Term Loan
Secured Parties for the punctual payment of each and all of the Term Loan Secured Obligations.





Revolving Account Pledge



 









 






	2.	 	As security for the punctual payment of each and all of the Revolving Secured Obligations,
the Madeira Guarantor hereby promises to create and grant in favour of the Collateral Agent
for its own benefit and for the benefit of the Revolving Secured Parties a pledge, to the
fullest extent permitted by law, over any Net Cash Proceeds Accounts held by the Madeira
Guarantor or which it may hold, ranking after the pledge, to the fullest extent permitted by
law, over such bank account created and granted in favour of the Term Loan Collateral Agent
for its own benefit and for the benefit of the Term Loan Secured Parties for the punctual
payment of each and all of the Term Loan Secured Obligations.
	 
	3.	 	The definitive pledges promised pursuant to the previous numbers 1. and 2. of this Clause
shall be created and granted within 10 Business Days from the creation of such account; the
Collateral Agent may (but is not obliged to), upon request, extend such deadline in writing
and in its sole discretion.
	 
	4.	 	Each pledge of the balance of the bank accounts held or to be held, at the relevant time, by
the Madeira Guarantor pursuant to the terms of this Agreement is also to be construed as
created as a “contrato de formação progressiva” and includes the right to any moneys deposited
in the such bank accounts at any time after the date of this Agreement and any and all
interest thereon, which thereafter will be automatically included in the pledge in favour of
the Collateral Agent, pursuant to the terms herein referred to, without the need for a
specific or express declaration by the Madeira Guarantor or acceptance by the Collateral
Agent.
	 
	5.	 	The bank accounts held or to be held by the Madeira Guarantor may only be operated in
accordance with the terms of the Revolving Credit Agreement and the Intercreditor Agreement.
	 
	6.	 	Any bank account held or to be held by the Madeira Guarantor shall be opened with a
Portuguese bank, unless the Collateral Agent agrees in writing in advance that such bank
account may be opened in another jurisdiction satisfactory to it, acting reasonably, and
subject to security arrangements satisfactory to the Collateral Agent, acting reasonably.
	 
	7.	 	Subject to number 6. above, in case any bank account held or to be held by the Madeira
Guarantor is opened with a bank that is not a Portuguese bank, the terms contained in number
4. above and Clauses 4 and 5 below shall be applicable, and if the applicable law requires
adaptations to number 3. above and Clauses 4 and 5 below, the Madeira Guarantor undertakes to
provide for the definitive pledge over






Revolving Account Pledge




 









 






	 	 	such account(s), which provisions shall be as similar as possible to the terms provided for
in number 4. above and Clauses 4 and 5 below, to the fullest extent permitted by law.





Clause 4


(Undertakings of the Madeira Guarantor in relation to

the Pledge and Promissory Pledges over bank accounts)





	1.	 	The Madeira Guarantor shall:






	 	(i)	 	in the context of any judicial proceeding for enforcement against the balance
of any bank account held by the Madeira Guarantor or which it may hold, inform the
court that such balance has been pledged pursuant to and under the terms and
conditions of this Agreement,
	 
	 	(ii)	 	deposit any monies, cheques and directly remit all payments related to its
activities in the Collection Account;
	 
	 	(iii)	 	save for the existing Collection Account, not open any other bank account
unless (a) the Madeira Guarantor shall have given the Collateral Agent 30 days prior
written notice of its intention to establish such new bank account, (b) the bank at
which such new bank account is to be maintained is acceptable to the Collateral Agent,
acting reasonably, and (c) the new account shall comply in full with the relevant
provisions of the Revolving Credit Agreement and this Agreement and shall be pledged
pursuant to this Agreement;
	 
	 	(iv)	 	notify the bank at which the relevant bank account held by the Madeira
Guarantor is held of the creation of the pledges pursuant to this Agreement on the
date such account is opened (in case such bank account is opened with a Portuguese
bank) or on the date the security over such bank account is granted (in case such bank
account is opened with a non-Portuguese bank) and give evidence: (i) within five (5)
Business Days of the date of creation of the pledge, that said notification has been
made; and (ii) within fifteen (15) Business Days of the date of creation of the
pledge, that the relevant bank has received and acknowledged the request to register
such pledge;





Revolving Account Pledge




 









 






	 	(v)	 	carry out, at its sole cost and expense, all actions that may reasonably be
required by the Collateral Agent to complete or perfect the security granted under
this Agreement;
	 
	 	(vi)	 	ensure that no charges or encumbrances are created over the Collection
Account or any bank account held by the Madeira Guarantor save for those created under
this Agreement (other than the charges or encumbrances created in favour of the Term
Loan Collateral Agent for the benefit of the Term Loan Secured Parties as set forth in
Clause 2.1 and Permitted Liens as defined in the Revolving Loan Agreement).






	2.	 	If the Madeira Guarantor fails to pledge any bank account in accordance with the terms of
Clauses 3 and 4, the Collateral Agent shall be entitled, in its sole discretion, to execute
such pledges in representation of the Madeira Guarantor. For such purpose, the Madeira
Guarantor shall deliver within ten (10) Business Days of the date hereof (or by such later
date as may be agreed to in writing by the Collateral Agent in its sole discretion) to the
Collateral Agent an irrevocable power of attorney in the terms and conditions established in
Schedule 2.
	 
	3.	 	The execution of the pledge on behalf of the Madeira Guarantor within the terms of Clause 4.2
of this Agreement shall not release the Madeira Guarantor from any liability to the Collateral
Agent for any damage incurred due to the Madeira Guarantor’s failure to execute pledges under
the terms set forth in this Agreement, as determined by applicable law, nor does it, by any
means, prevent the Collateral Agent from claiming specific payment, discharge of any such
obligations and compensation for any damages incurred due to late performance.





Clause 5

(Enforcement of the Pledges over the bank accounts)





	1.	 	The security granted under this Section may be enforced upon the occurrence and continuation
of an Event of Default.
	 
	2.	 	In the situation above, the Collateral Agent may, in accordance with the Intercreditor
Agreement, inter alia:






	 	(i)	 	issue a notification of an Event of Default;
	 
	 	(ii)	 	give instructions in relation to the pledged bank accounts, in accordance
with Clauses 5.3 and 5.4.





Revolving Account Pledge



 









 












	3.	 	Upon the occurrence of an Event of Default, the Collateral Agent may, subject to the
Intercreditor Agreement, in relation to any credit standing in each and all bank accounts held
by the Madeira Guarantor, up to the sum of the amounts of the Revolving Secured Obligations:






	 	(i)	 	make any withdrawals from the Collection Account (or any other bank account
then held by the Madeira Guarantor) for the payment of the Revolving Secured
Obligations;
	 
	 	(ii)	 	give any credit or debit instructions, including cancelling any instructions
already given and not yet executed;
	 
	 	(iii)	 	suspend any withdrawals from or other activity with respect to any movements
of the Collection Account (or any other bank account then held by the Madeira
Guarantor) for the period it sees fit;
	 
	 	(iv)	 	close any bank account held by the Madeira Guarantor.






	4.	 	If after the Termination Date there is any balance in any of the bank accounts held by the
Madeira Guarantor, then the Collateral Agent shall transfer that balance to the Madeira
Guarantor.





Clause 6

(Representations and Warranties of the Madeira Guarantor)



The Madeira Guarantor represents and warrants that:





	1.	 	it has the power to enter into and perform, and has taken all necessary corporate action to
authorise the entry into and performance of this Agreement and the transactions contemplated
by this Agreement;
	 
	2.	 	this Agreement constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms;
	 
	3.	 	its entry into, exercise of its rights and/or performance of or compliance with its
obligations under this Agreement do not violate or exceed any power or restriction granted or
imposed by any law to which it is subject, its by-laws or any other constitutional documents
or any agreement to which it is a party or which is binding on it or its assets;
	 
	4.	 	there are no other limitations or consents required by law or regulation or by agreement that
may, in any manner, hinder or restrain the Madeira Guarantor from pledging the Collection
Account in favour of the Collateral Agent (other than (i) the Existing Pledges and (ii) such
limitations or consents related to the pledge






Revolving Account Pledge




 









 






	 	 	created in favour of the Term Loan Collateral Agent for the benefit of the Term Loan
Secured Parties as set forth in Clause 2.1);
	 
	5.	 	it accepts that after notification of an Event of Default, pursuant to Clause 5 of this
Agreement, only the Collateral Agent has the right to make withdrawals or movements on the
Collection Account (or any other bank account then held by the Madeira Guarantor) .





Clause 7

(Severability)





	1.	 	Any provision of this Agreement that is held to be unenforceable or invalid in whole or in
part shall be unenforceable or invalid to such extent without affecting the remaining
provisions of this Agreement.
	 
	2.	 	Particularly, in case any of the security granted, namely the security granted under the
terms of this Agreement, is declared void or unenforceable, the parties expressly agree to
reduce the contents of this Agreement to that security which remains valid and enforceable.





Clause 8

(Preservation of Security)



The Madeira Guarantor expressly, irrevocably and unconditionally acknowledges, agrees and accepts
that the security created pursuant to this Agreement shall not be released or discharged by
novation or released, discharged or otherwise prejudiced by any transfer or assignment under this
Agreement, in accordance with the terms of article 861o of the Portuguese Civil Code.




Clause 9

(Validity)



This Agreement will remain valid and in force until the Termination Date.




Clause 10

( Amendments)



No amendment, modification, supplement or extension of any provision of this Agreement is effective
unless made in a writing signed by the Parties.




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Clause 11


(Remedies and Waivers)



Save as otherwise stated herein, no failure or delay on the part of either Party in exercising any
right herein shall operate as a waiver of, or impair any such right; no single or partial exercise
of such right shall preclude any other or further exercise thereof or the exercise of any other
right.




Clause 12



(Notices)





	1.	 	Notices to be given hereunder shall be given by registered letter or fax, followed by an
original within three (3) days, and shall be deemed to have been given on the day of their
receipt, in the case of registered letters, or at the time of their receipt at the addressee’s
reception facilities, provided received by 6 p.m. or otherwise on the immediately following
Business Day, in the case of fax.
	 
	2.	 	For the purposes of notices to be given hereunder and unless notified otherwise, the parties’
business addresses and facsimile numbers are as follows:





NOVELIS MADEIRA, UNIPESSOAL, LDA.



Galerias São Lourenço,

Calçada de São Lourenço N.o 3, 1.o andar G,

9000-061 Funchal

Portugal



with a copy to:



Novelis Inc.

3399 Peachtree Road NE , Suite 1500

Atlanta, GA 30326

Attention: General Counsel

Telecopier No.: (404) 814-4272



[NB:VdA to confirm]




Revolving Account Pledge







 









 








BANK OF AMERICA, N.A.



Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 312-453-5555




Clause 13



(Fees and Expenses)



The Madeira Guarantor shall bear all fees, costs and expenses associated with the obligations set
forth in this Agreement insofar as the pledges over the Collection Account or any other bank
accounts to be held by the Madeira Guarantor are concerned, including but not limited to, taxes and
notarization and registration costs resulting from the signature and execution of this Agreement
and the registration or perfection of the pledges granted hereunder.




Clause 14



(Assignment)



The Collateral Agent is hereby authorised to assign its rights under this Agreement to any other
entity that replaces it under the terms of the Revolving Credit Agreement and the Intercreditor
Agreement.




Clause 15



(Termination)



On the Termination Date, the security interests created hereby shall be released and this Agreement
shall terminate. The Collateral Agent hereby covenants and agrees to take all necessary actions to
release the security interests created hereby and to terminate this Agreement on or within a
reasonable amount of time following the Termination Date.




Clause 16



(Intercreditor Agreement)





	1.	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement,





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	 	 	it is the intention of the parties hereto that such terms and provisions in such documents
shall be read together and construed, to the fullest extent possible, to be in concert with
each other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Revolving Credit Agreement shall control and govern.
	 
	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 hereunder are subject to the
Intercreditor Agreement, among Novelis Inc., Novelis Corporation, Novelis Cast House
Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc., Novelis No. 1 Limited Partnership,
Novelis Corporation, Novelis Pae Corporation, Novelis Brand Llc, Novelis South America
Holdings Llc, Aluminum Upstream Holdings Llc, Novelis Europe Holdings Limited, Novelis Uk
Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis Switzerland SA,
Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda., Novelis
Luxembourg S.A., Novelis Pae, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings or Novelis Inc. from time to time party thereto, Bank of
America, N.A., as Revolving Credit Administrative Agent and as Revolving Credit Collateral
Agent (each as defined in the Intercreditor Agreement), Bank of America, N.A., as Term Loan
Administrative Agent and as Term Loan Collateral Agent (each 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.





Clause 17



(Applicable Law and Jurisdiction)



This agreement shall be governed by Portuguese law and any disputes shall be submitted to the
Courts of Lisbon.





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IN WITNESS WHEREOF, the Parties have executed this Agreement, in two (2) counterparts, in New York,
on December 17, 2010, each of which shall be an original and all of which shall be considered one
and the same agreement.




NOVELIS MADEIRA, UNIPESSOAL, LDA.






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BANK OF AMERICA , N.A.

  	 
	 		 
	 	 	Name:	Peter M. Walther 	 
	 	 	Title:	Senior Vice President 	 
	 		 




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SCHEDULE 1

[Letterhead of Novelis Madeira, Unipessoal, Lda.]




Banco Espírito Santo, S.A.

Att.: [•]

[•]




[•] 2009



Re: Instructions on the terms and conditions of the pledge over the account no. 9030 9506 3201



Dear Sirs,




Bank of America, N.A. (the “Retiring Revolver Collateral Agent”) and UBS AG, Stamford Branch (as
“Retiring Term Loan Collateral Agent”) hereby notify you that we have no interest over the pledges
granted pursuant to an account pledge agreement entered on December 17, 2010 between Novelis
Madeira, Unipessoal, Lda (“Novelis”), the Retiring Revolver Collateral Agent and the Retiring Term
Loan Collateral Agent, and therefore we instruct you to release the first ranking pledge and the
second ranking pledge over the Novelis’s account no. 9030 9506 3201.



Novelis hereby notifies you that, pursuant to the Account Pledge Agreements entered into on
December 17, 2010, we have granted two pledges over our account no. 9030 9506 3201 (the “Collection
Account”) in favour of Bank of America, N.A., in its capacity as Collateral Agent under the
Revolving Credit Agreement and Bank of America, N.A., in its capacity as Collateral Agent under the
Term Loan Credit Agreement.



Pursuant to the aforementioned agreement, following delivery to you of a notification for such
purpose, Bank of America, N.A., in its capacity as Collateral Agent under the Revolving Credit
Agreement and as Collateral Agent under the Term Loan Credit Agreement, holds the exclusive right
to give instructions on the aforementioned account or to credit or debit the same, provided that
the Collateral Agent has delivered to Banco





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Espírito Santo the documentation required by the Portuguese law to operate a Collection Account.



Moreover, it is understood that Banco Espírito Santo, as Depositary Bank, will not be liable for
any action that may be required to take resulting from any court order or administrative decision
that may arise and affect the Collection Account.



This letter shall be governed by Portuguese law.



It is a requirement of the agreement referred to above that we give you this notice and obtain your
agreement to the above in writing; therefore, we kindly request that you confirm such agreement by
signing this letter, and by returning the signed counterpart to us.



Faithfully yours,




	 	 	 	 	 
	 
	 	
Novelis Madeira, Unipessoal, Lda.

 	 
	 


We hereby acknowledge the receipt of your letter dated as of [•], and agree to its terms. Moreover,
we hereby undertake to inform the court in any judicial proceedings associated with the account or
monies deposited therein that the same was pledged in favour of Bank of America, N.A. as Pledgee
under a Portuguese Pledge Agreement dated as of December 17, 2010.




	 	 	 	 	 
	 
	 	Banco Espírito Santo, S.A. Bank

 	 




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Schedule 2



Power of Attorney granted by the Madeira Guarantor in favour of the Collateral Agent



No dia [•], perante mim, [•], Notário Público, compareceu o Senhor [•], residente em [•], que
outorga o presente instrumento em nome e em representação de Novelis Madeira, Unipessoal, Lda., uma
sociedade constituída de acordo com as leis de Portugal, com sede nas Galeria São Lourenço, Calçada
de São Lourenço, no 3, 1o andar G, freguesia e concelho do Funchal, Portugal, com o número único
fiscal e de registo 511 167 679, registada na Conservatória de Registo Comercial da Zona Franca da
Madeira, com capital social de €5.000,00 (adiante “Mandante”).



Verifiquei a identidade, poderes e autoridade do signatário para efeitos da presente procuração por
meio de [•].



Pelo presente instrumento, o signatário, em nome e representação da Mandante, irrevogavelmente
nomeia, constitui e designa procurador da Mandante, o BANK OF AMERICA, N.A., uma associação
bancária nacional (“national banking association”) organizada e existente de acordo com as leis dos
Estado Unidos, com sede em 101 South Tryon Street, Charlotte, NC 28255 (adiante “Mandatário”), ao
qual são por este meio atribuídos poderes, incluindo poderes de substabelecimento, para, em nome e
representação da Mandante, executar e praticar os seguintes actos:





	1.	 	Constituir penhor sobre todas e quaisquer contas bancárias detidas ou que venham a ser
detidas pela Mandante (as “Contas”), em garantia do montante total das obrigações definidas
como “Revolving Secured Obligations” no contrato denominado “Revolving Account Pledge
Agreement”, celebrado em 17 de Dezembro de 2010, pela Mandante e pelo Mandatário, entre outros
(o “Security Agreement”).
	 
	2.	 	Celebrar, assinar e outorgar/entregar quaisquer documentos, incluindo contratos de penhor e
contratos promessa, e, bem assim, outros instrumentos de natureza similar referentes às
Contas, bem como quaisquer outras ordens, documentos ou instrumentos que, nos termos da lei Portuguesa, se mostrem





Revolving Account Pledge





 









 






	 	 	necessários
para a efectivação, validação e execução desse penhor das Contas.
	 
	3.	 	Em geral, assinar todos os documentos e praticar todos os actos necessários ou adequados ao
exercício e execução dos poderes acima referidos, sendo, pela presente, ratificados e
confirmados pela Mandante todos e quaisquer actos que o Mandatário pratique ou tencione
praticar, ao abrigo e para efeitos do cumprimento integral do mandato ora conferido.




A Mandante autoriza o Mandatário a fazer-se substituir por terceiro na execução dos poderes ora
conferidos. Os poderes pela presente conferidos podem ser exercidos pelo Mandatário por uma ou mais
vezes, e a Mandante desde já expressamente presta o seu consentimento, nos termos e para os efeitos
do artigo 261.o do Código Civil Português, ao exercício pelo Mandatário dos poderes ora conferidos
em relação à venda ou transferência da propriedade das Quotas ou Créditos (ou qualquer parte dos
mesmos) a favor do próprio Mandatário (“negócio consigo mesmo”).



Esta procuração é outorgada também no interesse do Mandatário, pelo que é irrevogável nos termos e
para os efeitos do artigo 265.o, n.o 3, do Código Civil Português.




A presente procuração reger-se-á pela lei Portuguesa.

Assinado na data acima mencionada por


Novelis Madeira, Unipessoal, Lda.




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*translation for convenience purposes only




POWER OF ATTORNEY




To be granted by Novelis Madeira, Unipessoal, Lda.


On [place and date], before me [identification of the Notary/Portuguese Consul], appeared Mr.
[name, home address, marital status], who executes this deed as proxy for and on behalf of Novelis
Madeira, Unipessoal, Lda., Galerias São Lourenço, Calçada de São Lourenço, no. 3, 1st
floor G, parish and municipality of Funchal, Portugal, registered in the Commercial Registry Office
of Zona Franca da Madeira under the single taxpayer and registration number 511 167 879, with a
corporate capital of €5,000.00 (hereinafter the “Grantor”).



I have checked the identity, powers and authority of the signatory for the purposes hereof by means
of [identity card/passport/certified copy of minutes of Board of Directors of the Grantor/Power of
Attorney].



In the name and on behalf of the Grantor, the signatory hereby irrevocably names, constitutes and
appoints, as attorney for the Grantor, Bank of America, N. A., a financial institution organised
and existing under the laws of the United States of America and having its registered office at 101
South Tryon Street, Charlotte, North Carolina 28255, (hereinafter the “Attorney”) to whom are
hereby granted the powers, including delegation powers, to execute and perform the following acts
on behalf of the Grantor:



1. To pledge all the accounts held by the Grantor (the “Accounts”), as security for the Revolving
Secured Obligations as defined in the Revolving Account Pledge Agreement executed on December 17,
2010, amongst others, by the Grantor and the Attorney (the “Security Agreement”).



2 To execute, sign and deliver any documents, including pledge agreements and promissory agreements
and other agreements or instruments of a like nature with respect to the Accounts, and any other
orders, documents or instruments as may be required under Portuguese law for the purposes of
effecting, perfecting and enforcing such pledge over the Accounts.





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3 In general, to execute all documents and to do and perform all acts and things necessary or
appropriate for the carrying out and fulfilment of the foregoing powers, the Grantor hereby
ratifying and confirming any and all acts the Attorney may do or purport to do under, and for the
purposes of the full performance of, the mandate granted hereby.



The Grantor authorizes the Attorney to be replaced by any third party, for purpose of the exercise
of any of the powers granted herein. The powers granted hereunder may be exercised by the Attorney
one or more times and the Grantor hereby expressly grants its consent to the Attorney, under and
for the purposes of article 261 of the Portuguese Civil Code, to the exercise of any of the powers
granted hereby in connection with the pledge over the Accounts (or any part thereof) in favour of
the Attorney itself (“negócio consigo mesmo”).



This power of attorney is granted also in the interest of the Attorney and is therefore irrevocable
pursuant to article 265, no. 3, of the Portuguese Civil Code.



This power of attorney shall be governed by the Portuguese law.




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ASSIGNMENT OF CREDITS AGREEMENT




between



NOVELIS MADEIRA, UNIPESSOAL, LDA.



As the Madeira Guarantor



and




BANK OF AMERICA, N.A.




As Collateral Agent



and




UBS AG, STAMFORD BRANCH



BANK OF AMERICA, N.A.



As Assignors








 









 








ASSIGNMENT OF CREDITS AGREEMENT




Between:





	1.	 	NOVELIS MADEIRA, UNIPESSOAL, LDA., a company incorporated under the laws of Portugal, with
its registered office at Galerias de São Lourenço, Calçada de São Lourenço, no. 3,
1st floor G, parish and municipality of Funchal, Portugal, registered in the
Commercial Registry office of Zona Franca da Madeira with a share capital of €5,000.00 and tax
number 511 167 679, hereinafter referred to as “Madeira Guarantor”;
	 
	2.	 	BANK OF AMERICA, N. A., a financial institution existing under the laws of the United States,
with the Charter No. 13044, having its registered office at 101 South Tyron Street, Charlotte,
North Carolina 28255, in its capacity as collateral agent under the Revolving Credit
Agreement, hereinafter referred to as “Collateral Agent”;
	 
	3.	 	UBS AG, Stamford Branch, the Connecticut licensed branch of a Swiss banking corporation with
its main office at 677 Washington Boulevard, Stamfod, Connecticut 06901, in its capacity as
retiring collateral agent under the prior term loan credit agreement, hereinafter referred to
as “UBS”;
	 
	4.	 	BANK OF AMERICA, N. A., a national banking association existing under the laws of the United
States, having its principal office at 101 South Tyron Street, Charlotte, North Carolina
28255, in its capacity as retiring collateral agent under the prior revolving credit
agreement, being hereinafter, jointly with UBS, referred to as “Assignors”;





Whereas:





	(A)	 	Novelis Inc., a company organised and existing under the laws of Canada, having its
registered office at 191 Evans Avenue, Toronto, Ontario, M8Z 1J5, Canada and having Canadian
corporation number 765937-7 hereinafter referred to as “Parent Borrower”, and





Assignment
of Credits







 









 









	 	 	, inter alia, the Collateral Agent entered into a US$800,000,000.00 revolving credit
agreement on December 17, 2010 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Revolving Credit Agreement”);
	 
	(B)	 	The Madeira Guarantor is a Guarantor (as defined in the Revolving Credit Agreement) in
accordance with Section 1.01 of the Revolving Credit Agreement;
	 
	(C)	 	The Parent Borrower and, inter alia, the Madeira Guarantor and Bank of America, N.A., acting
as collateral agent entered into a US$1,500,000,000.00 term loan credit agreement (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the
“Term Loan Credit Agreement,” and together with the Revolving Credit Agreement, the “Credit
Agreements”);
	 
	(D)	 	The Madeira Guarantor is a Guarantor (as defined in the Term Loan Credit Agreement) in
accordance with Section 1.01 of the Term Loan Credit Agreement;
	 
	(E)	 	The Parent Borrower and, inter alia, the Collateral Agent, entered into an intercreditor
agreement on December 17, 2010 (the “Intercreditor Agreement”);
	 
	(F)	 	The Collateral Agent acts in its capacity of agent of the Secured Parties (as defined below)
and therefore has the right on its own behalf to claim any amounts owed to the Secured
Parties;
	 
	(G)	 	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. 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.





Assignment
of Credits








 









 








An agreement on assignment of Credits governed by the following clauses is hereby agreed and
executed:




SECTION I




General Provisions



Clause 1




(Definitions)




	1.	 	Whenever used in this Agreement, the following terms shall (unless the context otherwise
requires) have the following meanings:





	 	 	 	 	 

	 

	 	Agreement:
	 	means this agreement;
	 
	 	 	 	 
	 

	 	Business Day:
	 	means any day in which the banks are open
for business in Funchal;
	 
	 	 	 	 
	 

	 	Collateral Agent:
	 	has the meaning ascribed to it in the
recitals of this Agreement;
	 
	 	 	 	 
	 

	 	Credit Agreements:
	 	has the meaning ascribed to it in the
recitals of this Agreement;
	 
	 	 	 	 
	 

	 	Credits:
	 	each and all of the receivables, rights
and credits that may arise in favor of the
Madeira Guarantor in connection with the
sale of aluminum and related products to
the entities listed in Appendix 1;
	 
	 	 	 	 
	 

	 	Discharge of Senior Lien
Secured Obligations:
	 	has the meaning ascribed to it in the
Intercreditor Agreement;
	 
	 	 	 	 
	 

	 	Enforcement:
	 	means the enforcement of the security
created under this Agreement following an
Event of Default;
	 
	 	 	 	 
	 

	 	Event of Default:
	 	means any Event of Default under and as
defined in each or any of the Credit
Agreements;
	 
	 	 	 	 
	 

	 	Intercreditor Agreement:
	 	has the meaning ascribed to it in recital
(E) of this Agreement;






Assignment
of Credits







 









 








	 	 	 	 	 

	 

	 	Parties:
	 	means the parties to this Agreement;
	 
	 	 	 	 
	 

	 	Revolving Borrowers:
	 	means Borrowers as defined in the
Revolving Credit Agreement;
	 
	 	 	 	 
	 

	 	Revolving Credit Agreement:
	 	has the meaning ascribed to it in the
recitals to this Agreement;
	 
	 	 	 	 
	 

	 	Revolving Loan Parties:
	 	means any Loan Parties as defined in the
Revolving Credit Agreement;
	 
	 	 	 	 
	 

	 	Revolving Secured Obligations:
	 	means the Secured Obligations as defined
in the Revolving Credit Agreement;
	 
	 	 	 	 
	 

	 	Revolving Secured Party:
	 	means any Secured Party as defined in the
Revolving Credit Agreement;
	 
	 	 	 	 
	 

	 	Secured Parties:
	 	means each Revolving Secured Party and
each Term Loan Secured Party;
	 
	 	 	 	 
	 

	 	Term Loan Borrower:
	 	means the Borrower as defined in the Term
Loan Credit Agreement;
	 
	 	 	 	 
	 

	 	Term Loan Credit Agreement:
	 	has the meaning ascribed to it in the
recitals to this Agreement;
	 
	 	 	 	 
	 

	 	Term Loan Secured Obligations:
	 	means the Secured Obligations as defined
in the Term Loan Credit Agreement;
	 
	 	 	 	 
	 

	 	Term Loan Secured Party:
	 	means each and any Secured Party as
defined in the Term Loan Credit Agreement;
	 
	 	 	 	 
	 

	 	Termination Date:
	 	means the date of Discharge of Senior Lien
Secured Obligations;







	2.	 	The meaning to be assigned to each word or expression in this Clause shall be the same
irrespective of the words in question being used in the masculine or the feminine, the
singular or the plural.
	 
	3.	 	Any reference to the Collateral Agent in this Agreement shall be construed as a reference to
the Collateral Agent acting for its own benefit and as agent for the benefit of each Revolving
Secured Party and/or for the benefit of each Term Loan Secured Party, in accordance with the
terms of the Intercreditor Agreement.
	 
	4.	 	Any reference to a Party in this Agreement shall include its successors and assignees.





Assignment
of Credits






 









 









	5.	 	All references to Clauses, sections and Appendices in this Agreement are references to
clauses, sections and Appendices of this Agreement, except if expressly stated otherwise.





SECTION II




Assignment by way of security of the Credits



Clause 2



(Assignment by way of security of the Credits)




	1.	 	The Assignors hereby reassign the Credits to the Madeira Guarantor, assigned to them on June
11, 2008 pursuant to a quota and account pledge and assignment of credits agreement entered
into between the Parent Borrower, the Madeira Guarantor, UBS and La Salle Business Credit LLC
(which assigned its contractual position to Bank of America, N.A.).
	 
	2.	 	Pursuant to the reassignment referred in number 1 above, the Madeira Guarantor hereby
assigns, as security for the punctual payment of the Revolving Secured Obligations and as
security for the punctual payment of the Term Loan Secured Obligations, the Credits to the
Collateral Agent for its own benefit and for the benefit of the Revolving Secured Parties and
for the benefit of the Term Loan Secured Parties.
	 
	3.	 	The assignment of receivables pursuant to this Agreement is made by way of security for the
punctual payment of the Revolving Secured Obligations and the Term Loan Secured Obligations
(“cessão de créditos com escopo de garantia”) and therefore: (i) does not extinguish the
Revolving Secured Obligations nor the Term Loan Secured Obligations; (ii) upon their creation
each of such receivables will be assigned to the Collateral Agent without the need of a
further specific or express declaration by the Madeira Guarantor or acceptance by the
Collateral Agent and (iii) is subject to the termination condition (“condição resolutiva”) set
out below in number 5. of this Clause.
	 
	4.	 	By this Agreement the Collateral Agent grants the Madeira Guarantor powers to exercise, on
the Collateral Agent’s behalf and representation, each and all acts required to claim, collect
and exercise all rights inherent to the Credits assigned pursuant to number 2. above.
	 
	5.	 	If on the date when the Credits assigned pursuant to this Clause become due and payable and
no Event of Default has occurred, the assignment as to such maturing Credits only shall be
extinguished, at the moment of collection, in respect of amounts collected by the Madeira
Guarantor under the power of attorney granted in number 4. above.





Assignment
of Credits





 









 









	6.	 	Upon the occurrence of an Event of Default and notice to such effect from the Collateral
Agent, the Madeira Guarantor will be prohibited from exercising the rights relating to the
Credits assigned in accordance with this Clause, which will be exclusively exercised by the
Collateral Agent, who may, subject to the Intercreditor Agreement, affect any amounts to the
payment of the Revolving Secured Obligations and to the payment of the Term Loan Secured
Obligations, as applicable, and the power of attorney granted in number 4. above shall lapse
on the same date.
	 
	7.	 	The Collateral Agent shall return to the Madeira Guarantor all amounts collected and not used
to repay, respectively, the Revolving Secured Obligations and the Term Loan Secured
Obligations under this Clause on the Termination Date.
	 
	8.	 	The Madeira Guarantor undertakes to notify the assignment of the Credits under this Clause,
with copy to the Collateral Agent, to the relevant debtor of the Credits promptly upon being
instructed for that purpose by the Collateral Agent upon the occurrence of an Event of Default
which is continuing.
	 
	9.	 	The Madeira Guarantor shall update Appendix 1 and provide notification to the Collateral
Agent, which notice may be served by the Madeira Guarantor, or by any other entity of the
corporate group of the Madeira Guarantor, promptly after a new entity becomes a buyer of
aluminum and related products from the Madeira Guarantor (or from any company within the
corporate group of the Madeira Guarantor) and shall instruct the buyer to pay the Madeira
Guarantor.
	 
	10.	 	The Madeira Guarantor shall notify the Collateral Agent of receivables it may be entitled to
(other than the ones arising from the sale of aluminum) and update Appendix 1 (so that such
other receivables are included thereto) through the means provided for in number 9. above and,
in that case, the definition of Credits provided for in Clause 1.1. above shall be deemed to
include such other receivables.





Assignment
of Credits







 









 








SECTION III




Representations and Warranties of the Madeira Guarantor



Clause 3



(Representations and Warranties of the Madeira Guarantor)




	1.	 	The Madeira Guarantor represents and warrants to each Revolving Secured Party and each Term
Loan Secured Party that:






	 	(i)	 	it has corporate power and authority and the legal right to perform its
obligations under this Agreement, including, but not limited to, the corporate power
and authority and the legal right to assign by way of security the Credits in favour of
the Collateral Agent;
	 
	 	(ii)	 	it has taken all necessary actions to authorize the execution and performance
of this Agreement;
	 
	 	(iii)	 	except as permitted by the Credit Agreements, there are no option contracts
with respect to the Credits, or any other contractual rights that would restrict the
free disposal of the Credits other than those permitted under the Credit Agreements;
	 
	 	(iv)	 	at the date hereof, no litigation, investigation or proceeding is pending
against or in relation to the Credits;
	 
	 	(v)	 	the Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except to the extent that the enforceability
thereof is limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting creditors’ rights generally;
	 
	 	(vi)	 	no registration, recording or filing with any governmental body agency or
official under the laws of the Portuguese Republic is required in connection with the
execution of the assignment by way of security of the Credits;
	 
	 	(vii)	 	it accepts that, upon the occurrence of an Event of Default and in accordance
with Clause 2.6 of this Agreement, only the Collateral Agent has any rights over the
Credits.






	2.	 	The representations and warranties made by the Madeira Guarantor pursuant to this Clause 3 in
connection to the Credits shall be construed as being made at the date of this Agreement, and
with respect to future Credits to be assigned to the Collateral Agent, as of the date of such
assignment with reference to the facts and circumstance then existing






	 	 	Assignment of Credits




 









 












	 	 	which cannot under any circumstance result in an Event of Default under any Credit
Agreement.





SECTION IV




Other Provisions



Clause 4



(Intercreditor Agreement and Credit Agreements)




	1.	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Credit Agreements, it is the
intention of the parties hereto that such terms and provisions in such documents shall be
read together and construed, to the fullest extent possible, to be in concert with each
other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Credit Agreements shall control and govern.
	 
	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 hereunder are subject to the
Intercreditor Agreement, among Novelis Inc., Novelis Corporation, Novelis Cast House
Technology Ltd., 4260848 Canada Inc., 4260856 Canada Inc., Novelis No. 1 Limited Partnership,
Novelis Corporation, Novelis Pae Corporation, Novelis Brand Llc, Novelis South America
Holdings Llc, Aluminum Upstream Holdings Llc, Novelis Europe Holdings Limited, Novelis Uk
Ltd., Novelis Services Limited., Novelis Deutschland Gmbh, Novelis AG, Novelis Switzerland
SA, Novelis Technology AG, Novelis Aluminum Holding Company, Novelis do Brasil Ltda., Novelis
Luxembourg S.A., Novelis Pae, Novelis Madeira Unipessoal, Lda, Av Metals Inc. (“Holdings”),
the other Subsidiaries Of Holdings or Novelis Inc. from time to time party thereto, Bank of
America, N.A., as Revolving Credit Administrative Agent and as Revolving Credit Collateral
Agent (each as defined in the Intercreditor Agreement), Bank of America, N.A., as Term Loan
Administrative Agent and as Term Loan Collateral Agent (each 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





Assignment
of Credits








 









 









	 	 	inconsistency between the provisions of the Intercreditor Agreement and this Agreement, the
provisions of the Intercreditor Agreement shall govern and control.





Clause 5




(Severability)




	1.	 	Any provision of this Agreement that is held to be unenforceable or invalid, in whole or in
part, shall be unenforceable or invalid to such extent without affecting the remaining
provisions of this Agreement.
	 
	2.	 	Particularly, in case any of the security granted is declared void or unenforceable, the
parties expressly agree to reduce the contents of this Agreement to that security which
remains valid and enforceable.





Clause 6




(Preservation of Security)


The security formalised within the terms of this Agreement will remain valid and unchanged in
accordance with article 861 of the Portuguese Civil Code notwithstanding any assignment or novation
of the Revolving Secured Obligations or of the Term Loan Secured Obligations.




Clause 7




(Validity)


This Agreement will remain valid and in force until the Termination Date.




Clause 8




( Amendments)


No amendment, modification, supplement or extension of any provision of this Agreement is effective
unless made in writing and signed by the parties.




Clause 9




(Remedies and Waivers)


Save as otherwise stated herein, no failure or delay on the part of either party in exercising any
right herein shall operate as a waiver of, or impair any such right or single or partial exercise
of such right, nor shall it preclude any other or further exercise thereof or the exercise of any
other right.




Assignment
of Credits







 









 








Clause 10




(Notices)




	1.	 	Notices to be given hereunder shall be given by registered letter or fax, followed by the
original within three (3) days, and shall be deemed to have been given on the day of their
receipt, in the case of registered letters, or at the time of their receipt at the addressee’s
reception facilities, provided that such notices were received by 6:00 P.M. or otherwise on
the immediately following Business Day, in the case of fax.
	 
	2.	 	For the purposes of notices to be given hereunder, and unless notified otherwise, the
parties’ business addresses and facsimile numbers are as follows:
	 
	 	 	NOVELIS MADEIRA, UNIPESSOAL, LDA.




[Avenida das Nações Unidas, 12 551 — 15th floor

Torre Empresarial World Trade Center

São Paulo S.P. Brasil

04578-000

Attention: Alexandre Moreira Martins de Almeida

Telecopier No.: 55 11 5503-0714



with a copy to:



Novelis Inc.

3399 Peachtree Road NE , Suite 1500

Atlanta, GA 30326

Attention: General Counsel

Telecopier No.: (404) 814-4272]




[NB: Novelis to confirm]




Assignment
of Credits









 









 








     BANK OF AMERICA, N.A.


Bank of America, N.A.

135 S. LaSalle, Suite 927, IL4-135-09-27

Chicago, IL 60603

Attention: Account Officer

Telecopier No.: 312-453-5555




Clause 11




(Fees and Expenses)


The Madeira Guarantor shall bear all fees, costs and expenses associated with the obligations set
forth in this Agreement, including but not limited to, the taxes, notarization and registration
costs, resulting from the signature and execution of this Agreement and the registration or
perfection of the security granted hereunder.




Clause 12




(Assignment)


The Collateral Agent is hereby authorised to assign its rights under this Agreement to any other
entity that replaces it under the terms of the Revolving Credit Agreement and the Intercreditor
Agreement.




Clause 13




(Termination)


On the Termination Date, the security interests created hereby shall be released and this Agreement
shall terminate. The Collateral Agent hereby covenants and agrees to take all necessary actions to
reassign to the Madeira Guarantor the Credits hereby assigned and to terminate this Agreement on
the Termination Date.




Clause 14




(Governing Law and Jurisdiction)


This agreement shall be governed by Portuguese law and any disputes shall be submitted to the
Courts of Lisbon.




Assignment
of Credits





 









 







IN WITNESS WHEREOF, the parties have executed this Agreement in 3 counterparts, in New York, on
December 17, 2010, each of which shall be an original and all of which shall be considered one and
the same agreement.




NOVELIS MADEIRA, UNIPESSOAL, LDA.




Assignment
of Credits







 









 








BANK OF AMERICA, N.A., as Collateral Agent




Name: Peter M. Walther

Title: Senior Vice President




Assignment
of Credits






 









 








BANK OF AMERICA, N.A., as Assignor




Assignment
of Credits





 









 








UBS AG, STAMFORD BRANCH, as Assignor




UBS AG, STAMFORD BRANCH, as Assignor




Assignment
of Credits





 









 








Appendix 1




List of the originators of the Credits



[NB: TBC by Novelis]




	1)	 	Crown Arabia Can Company Ltd.




P.O. Box 3158, 31471

Dammam — Arabia





	2)	 	Crown Colombiana S.A.




Vereda Tibitó

Vía Autódromo Tocancipá a Zipaquirá

Tocancipá — C/marca, Colombia





	3)	 	Crown Emirates Company Ltd.




P.O. Box 17030

Jebel Ali Free Zone

Dubai, U.A.E.





	4)	 	Crown Jeddah Bev. Can Factory








	 	4.1)	 	Street 33 Road 3L Phase 3

Jeddah — 12100-000

Saudi Arabia







	 	4.2)	 	Jeddah

P.O. Box 16626, Jeddah 21474

Saudi Arabia










	5)	 	Crown Maghreb Can S.A.




Z.l El Agba

2051 Tunis

Tunisia





	6)	 	Crown Middle East Can Co. Ltd.







	 	6.1)	 	Street n. 17 — Amman Industrial

Amman — Jordan








	 	6.2)	 	Abdullah II lbn Al-Hussein

Industrial Estate

P.O. Box: 260 Amman 11512 Jordan








Assignment
of Credits





 









 






	7)	 	ENDELIS — Envases Del Istmo, S.A.






Edificio 1148 — Coco Solo Colon

Apartado 500 — Arco Iris

Colon — República de Panamá





	8)	 	ENALBO — Envases de Aluminio Boliviano S.R.L.




Casilla Postal n° 106

Oruro — Bolívia





	9)	 	Rexam Argentina S/A




L. M. Drago Y Ortiz S/N

Pq. Indl. Burzaco — Prov. Buenos Aires

Argentina





	10)	 	Rexam Beverage Can South America




La Montaña, N° 1294

Av. Presidente Eduardo Frei Montalva

Km 161/2 (Ex Panamericana Norte)

Lampa — Santiago — Chile




Assignment
of Credits










 









 








Appendix 2




     Power of Attorney granted by the Madeira Guarantor in favour of the Collateral Agent


No dia [•], perante mim, [•], Notário Público, compareceu o Senhor [•], residente em [•], que
outorga o presente instrumento em nome e em representação de Novelis Madeira, Unipessoa, Lda., uma
sociedade constituída de acordo com as leis de Portugal, com sede nas Galeria São Lourenço, Calçada
de São Lourenço, no 3, 1o andar G, freguesia e concelho do Funchal, Portugal, com o número único
fiscal e de registo 511 167 679, registada na Conservatória de Registo Comercial da Zona Franca da
Madeira, com capital social de €5.000,00 (adiante “Mandante”).



Verifiquei a identidade, poderes e autoridade do signatário para efeitos da presente procuração por
meio de [•].



Pelo presente instrumento, o signatário, em nome e representação da Mandante, irrevogavelmente
nomeia, constitui e designa procurador da Mandante, o BANK OF AMERICA, N.A., uma associação
bancária nacional (“national banking association”) organizada e existente de acordo com as leis dos
Estado Unidos, com sede em 101 South Tryon Street, Charlotte, NC 28255 (adiante “Mandatário”), ao
qual são por este meio atribuídos poderes, incluindo poderes de substabelecimento, para, em nome e
representação da Mandante, executar e praticar os seguintes actos:





	1.	 	Constituir penhor sobre os créditos que a Mandante detenha ou possa vir a deter (os
“Créditos”), em garantia do montante total das obrigações definidas como “Revolving Secured
Obligations” e como “Term Loan Secured Obligations” no contrato denominado “Assignment of
Credits Agreement”, celebrado em 17 de Dezembro de 2010, pela Mandante e pelo Mandatário,
entre outros (o “Security Agreement”) e para notificar os devedores dos respectivos Créditos
nas contas bancárias que o Mandatário entender convenientes.
	 
	2.	 	Celebrar, assinar e outorgar/entregar quaisquer documentos, incluindo contratos de penhor e
contratos promessa, e, bem assim, outros instrumentos de natureza similar referentes aos
Créditos, bem como quaisquer outras ordens, documentos ou





Assignment
of Credits








 









 









	 	 	instrumentos que, nos termos da lei Portuguesa, se mostrem necessários para a
efectivação, validação e execução desse penhor Créditos.
	 
	3.	 	Em geral, assinar todos os documentos e praticar todos os actos necessários ou adequados ao
exercício e execução dos poderes acima referidos, sendo, pela presente, ratificados e
confirmados pela Mandante todos e quaisquer actos que o Mandatário pratique ou tencione
praticar, ao abrigo e para efeitos do cumprimento integral do mandato ora conferido.




A Mandante autoriza o Mandatário a fazer-se substituir por terceiro na execução dos poderes ora
conferidos. Os poderes pela presente conferidos podem ser exercidos pelo Mandatário por uma ou mais
vezes, e a Mandante desde já expressamente presta o seu consentimento, nos termos e para os efeitos
do artigo 261.o do Código Civil Português, ao exercício pelo Mandatário dos poderes ora conferidos
em relação à venda ou transferência da propriedade das Quotas ou Créditos (ou qualquer parte dos
mesmos) a favor do próprio Mandatário (“negócio consigo mesmo”).



Esta procuração é outorgada também no interesse do Mandatário, pelo que é irrevogável nos termos e
para os efeitos do artigo 265.o, n.o 3, do Código Civil Português.




A presente procuração reger-se-á pela lei Portuguesa.

Assinado na data acima mencionada por




Novelis Madeira, Unipessoal, Lda.




Assignment
of Credits






 









 







*translation for convenience purposes only




POWER OF ATTORNEY




To be granted by Novelis Madeira, Unipessoal, Lda.


On [place and date], before me [identification of the Notary/Portuguese Consul], appeared Mr.
[name, home address, marital status], who executes this deed as proxy for and on behalf of Novelis
Madeira, Unipessoal, Lda., Galerias São Lourenço, Calçada de São Lourenço, no. 3, 1st
floor G, parish and municipality of Funchal, Portugal, registered in the Commercial Registry Office
of Zona Franca da Madeira under the single taxpayer and registration number 511 167 879, with a
corporate capital of €5,000.00 (hereinafter the “Grantor”).



I have checked the identity, powers and authority of the signatory for the purposes hereof by means
of [identity card/passport/certified copy of minutes of Board of Directors of the Grantor/Power of
Attorney].



In the name and on behalf of the Grantor, the signatory hereby irrevocably names, constitutes and
appoints, as attorney for the Grantor, Bank of America, N. A., a financial institution organised
and existing under the laws of the United States of America and having its registered office at 101
South Tryon Street, Charlotte, NC 28255 (hereinafter the “Attorney”) to whom are hereby granted the
powers, including delegation powers, to execute and perform the following acts on behalf of the
Grantor:




1. To pledge all the credits that the Grantor may hold (the “Credits”) as security for the
Revolving Secured Obligations and/or for the Term Loan Secured Obligations as defined in the
Assignment of Credits Agreement executed on December 17, 2010, amongst others, by the Grantor and
the Attorney (the “Security Agreement”) and notifying the respective debtors to pay such Credits in
the Accounts to the party that the Attorney may deem
convenient.


2. To execute, sign and deliver any documents, including pledge agreements and promissory
agreements and other agreements or instruments of a like nature with
respect to the Credits, and


Assignment
of Credits





 









 







any other orders, documents or instruments as may be required under Portuguese law for the purposes
of effecting, perfecting and enforcing such pledge over the Credits.




3. In general, to execute all documents and to do and perform all acts and things necessary or
appropriate for the carrying out and fulfilment of the foregoing powers, the Grantor hereby
ratifying and confirming any and all acts the Attorney may do or purport to do under, and for the
purposes of the full performance of, the mandate granted hereby.


The Grantor authorizes the Attorney to be replaced by any third party, for purpose of the exercise
of any of the powers granted herein. The powers granted hereunder may be exercised by the Attorney
one or more times and the Grantor hereby expressly grants its consent to the Attorney, under and
for the purposes of article 261 of the Portuguese Civil Code, to the exercise of any of the powers
granted hereby in connection with the pledge over the Credits (or any part thereof) in favour of
the Attorney itself (“negócio consigo mesmo”).



This power of attorney is granted also in the interest of the Attorney and is therefore irrevocable
pursuant to article 265, nr. 3, of the Portuguese Civil Code.



This power of attorney shall be governed by the Portuguese law.




Assignment
of Credits





 











 





Exhibit M-10




NOVELIS INC. (CANADA)




as Pledgor



and



BANK OF AMERICA, N.A.,



as French Collateral Agent and Beneficiary



and



THE REVOLVING CREDIT SECURED PARTIES



(as defined herein)



and



NOVELIS FOIL FRANCE S.A.S.



NOVELIS PAE S.A.S.



NOVELIS LAMINES FRANCE S.A.S.



as Securities Accounts Holders



relating to shares in




NOVELIS FOIL FRANCE S.A.S.



NOVELIS PAE S.A.S.



and



NOVELIS LAMINES FRANCE S.A.S.



 




SECOND PRIORITY PLEDGES AGREEMENT



(ACTE DE NANTISSEMENT DE COMPTES



TITRES DE SECOND RANG)



 








 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 
	CLAUSE	 	 	 	PAGE
	1.	 	 	DEFINITION AND INTERPRETATION
	 	 	3	 
	2.	 	 	AGREEMENT TO PLEDGE
	 	 	7	 
	3.	 	 	CREATION OF THE PLEDGES
	 	 	8	 
	4.	 	 	VOTING RIGHTS AND CASH DISTRIBUTIONS
	 	 	9	 
	5.	 	 	REPAYMENT OR REDEMPTION OF PLEDGED SECURITIES
	 	 	10	 
	6.	 	 	TERM OF THE PLEDGES
	 	 	10	 
	7.	 	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 	 	11	 
	8.	 	 	COVENANT FOR FURTHER ASSURANCE
	 	 	16	 
	9.	 	 	REMEDIES UPON DEFAULT
	 	 	17	 
	10.	 	 	EFFECTIVENESS OF COLLATERAL
	 	 	18	 
	11.	 	 	EXPENSES, COSTS, TAXES AND INDEMNITY
	 	 	19	 
	12.	 	 	CURRENCY CONVERSION
	 	 	20	 
	13.	 	 	ASSIGNMENT
	 	 	21	 
	14.	 	 	NOTICES
	 	 	21	 
	15.	 	 	GOVERNING LAW
	 	 	21	 
	16.	 	 	REVOLVING CREDIT AGREEMENT GOVERNS
	 	 	21	 
	17.	 	 	INTERCREDITOR AGREEMENT GOVERNS
	 	 	22	 
	18.	 	 	JURISDICTION
	 	 	22	 
	19.	 	 	ELECTION OF DOMICILE
	 	 	22	 






i









 






SCHEDULES




	 	 	 	 	 	 	 

	Schedule 1
	 	DETAILS OF THE PLEDGED ACCOUNTS	 	 	24	 
	Schedule A
	 	DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS	 	 	26	 
	Schedule A bis
	 	ATTESTATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS	 	 	32	 
	Schedule B
	 	DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS	 	 	36	 
	Schedule B bis
	 	ATTESTATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS	 	 	42	 
	Schedule C
	 	DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS	 	 	46	 
	Schedule C bis
	 	ATTESTATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS	 	 	52	 
	Schedule D
	 	MODELE DE NOTIFICATION DE LA
SURVENANCE D’UN CAS DE DEFAUT AU TENEUR DU COMPTE ESPECES	 	 	56	 






ii









 






SECOND PRIORITY PLEDGES AGREEMENT




(ACTE DE NANTISSEMENT DE COMPTES TITRES DE SECOND RANG)



AMONG:



NOVELIS INC., a corporation formed under the Canadian Business Corporations Act (the “Pledgor”);




AND



BANK OF AMERICA, N.A., a company having its principal place of business at 135 South LaSalle
Street, Suite 425, Chicago, Illinois 60603 (United States of America), acting in its capacity as
French Collateral Agent (as defined below) on its own behalf and for the account and on behalf of
the Revolving Credit Secured Parties (as defined below) (the “French Collateral Agent”);



THE REVOLVING CREDIT SECURED PARTIES (including Bank of America, N.A., in its capacity as Revolving
Credit Collateral Agent under the parallel debt provisions set forth in the Revolving Credit
Agreement and any person which may from time to time become a Revolving Credit Secured Party in
accordance with the provisions of the Revolving Credit Agreement) (as each of these capitalized
terms is defined below)), represented by the French Collateral Agent for the purposes of this
Agreement;




AND



EACH OF THE COMPANIES designated in Schedule 1 hereto.




WHEREAS:



Pursuant to the Revolving Credit Agreement, the Lenders and the Issuing Banks have agreed to extend
credit in the form of Loans or Letters of Credit on the terms referred to in the Revolving Credit
Agreement and for the purposes therein mentioned (as each of these capitalized terms is defined in
the Revolving Credit Agreement).



Pursuant to clause 11.24 (Parallel Debt) of the Revolving Credit Agreement, the Pledgor has
undertaken to pay the Revolving Credit Collateral Agent as a separate and independent obligation an
amount equal to, and in the currency of, each amount owed by it to the Revolving Credit Secured
Parties under the Revolving Credit Agreement and the other Loan Documents (as defined below).



Pursuant to the Revolving Credit Agreement, it is a condition precedent to the Credit Extension (as
defined in the Revolving Credit Agreement) that the Pledgor as security for the due performance of
the Revolving Credit Secured Obligations (as defined below) grants for the benefit of the Revolving
Credit Collateral Agent and the other






1









 







Revolving Credit Secured Parties a second priority pledge over the Pledged Accounts (as defined
below).



Pursuant to the Appointment Agreement, the Beneficiaries have appointed the French Collateral Agent
in order that the French Collateral Agent be entitled to register, perform and enforce any security
interest (sûreté réelle) granted by the Pledgor in accordance with Article 2328-1 of the French
Code Civi








2









 








IT HAS BEEN AGREED AS FOLLOWS:





	1.	 	DEFINITION AND INTERPRETATION






	1.1	 	In this agreement (the “Agreement”):






	 	 	“Appointment Agreement” means that certain agreement dated on or about the date hereof by
and between, among others, Bank of America, N.A., as Revolving Credit Administrative Agent
and Revolving Credit Collateral Agent and Bank of America, N.A., as Term Loan
Administrative Agent and Term Loan Collateral Agent, Novelis Inc. as Administrative
Borrower and Novelis PAE S.A.S. (as each of these capitalized terms is defined in the
Intercreditor Agreement) (as the same may be amended, restated, supplemented or otherwise
modified from time to time).






	 	 	“Cash Accounts” (or “Comptes Espèces Spéciaux”) means in relation to the Securities
Accounts the special bank accounts (comptes espèces spéciaux) set out in Schedule 1 opened
in the name of the Pledgor with the Cash Account Holder and which, pursuant to article L.
211-20 of the Code monétaire et financier, form part of the Pledged Accounts.






	 	 	“Cash Account Holder” means the credit institution with which the Pledgor has opened in its
name the Cash Accounts and the details of which are set forth in Schedule 1 hereto.






	 	 	“Cash Distributions” means all amounts payable in respect of the Pledged Securities (fruits
et produits), such as dividends paid in cash (dividendes en numéraire), distributions of
reserves, interest and other income paid in cash.






	 	 	“Certificate of Pledge” means the certificate in the form set out in Schedule A BIS, B BIS
or C BIS as applicable (Attestation de Nantissement de Compte Titres).






	 	 	“Companies” means each of the Companies designated in Schedule 1 hereto.






	 	 	“Event of Default” has the meaning ascribed to it in the Revolving Credit Agreement.






	 	 	“First Priority Pledges” means the First Priority Pledges created over the Pledged Accounts
pursuant to the First Priority Pledges Agreement.




3









 












	 	 	“First Priority Pledges Agreement” means the First Priority Pledges Agreement dated as of
December 17, 2010, among Novelis Inc., as Pledgor, Bank of America, N.A., as French
Collateral Agent and Beneficiary, the Term Loan Secured Parties and the Securities Accounts
Holders (as each of these capitalized terms is defined therein).






	 	 	“French Collateral Agent” (or “Agent des Sûretés Français”) means BANK OF AMERICA, N.A., or
any person which becomes French Collateral Agent in accordance with the provisions of the
Revolving Credit Agreement.






	 	 	“Governmental Authority” has the meaning ascribed to it in the Revolving Credit Agreement.






	 	 	“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the
date hereof by and among the parties thereto, the Administrative Agent, the Collateral
Agent, the Administrative Agent under the Revolving Credit Agreement and the Collateral
Agent under the Revolving Credit Agreement, and such other persons as may become party
thereto from time to time pursuant to the terms thereof, as the same may be amended,
restated, supplemented or otherwise modified from time to time.






	 	 	“Legal Reservations” means:






	 	(a)	 	the limitation of enforcement by laws relating to bankruptcy, insolvency,
liquidation, reorganization, court schemes, moratoria, administration and other laws
generally affecting the rights of creditors; and






	 	(b)	 	any general principles of law limiting obligations which are specifically
referred to in any French law opinion delivered pursuant to Section 4.01 of the
Revolving Credit Agreement.






	 	 	“Loan Documents” has the meaning ascribed to it in the Revolving Credit Agreement.







	 	 	“Pledge” means each second priority pledge (nantissement de second rang) created over the
relevant Pledged Account pursuant to this Agreement.







	 	 	
“Pledged Account” means each of the Securities Accounts together with the corresponding
Cash Account whose details are provided in Schedule 1 hereto (Details of the Pledged
Accounts).







	 	 	
“Pledged Assets” means the Pledged Securities together with any Cash Distributions.







4









 











	 	 	“Pledged Securities” means all financial securities (Titres financiers) standing to the
credit of a Pledged Account from time to time during the term of this Agreement.










	 	 	“Revolving Credit Agreement” (or “Convention de Crédit Revolving”) means the Credit
Agreement dated on or about the date of this Agreement (as amended, restated or otherwise
modified from time to time) between, amongst others, Novelis Inc., as “Canadian Borrower”,
Novelis Corporation, as “U.S. Borrower”, and 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”, Novelis North America Holdings, Inc., and Novelis Acquisitions LLC as
“Borrowers”, AV METALS INC., as “Parent Guarantor”, the “Other Guarantors” party thereto,
the lenders party thereto, and Bank of America, N.A., as “U.S./European Issuing Bank”,
“U.S. Swingline Lender”, “Administrative Agent” and “Collateral Agent” (all as defined
therein).









	 	 	“Revolving Credit Collateral Agent” means the “Revolving Credit Collateral Agent” as
defined in the Intercreditor Agreement.









	 	 	“Revolving Credit Secured Obligations” (or “Obligations Garanties”) means the “Secured
Obligations” as defined in the Revolving Credit Agreement, including all present and future
obligations and liabilities of the Pledgor as a Loan Party to the Revolving Credit
Collateral Agent under clause 11.24 (Parallel Debt) of the Revolving Credit Agreement. For
the avoidance of doubt, the Revolving Credit Secured Obligations shall be limited pursuant
to section 7.15 (French Guarantor) of the Revolving Credit Agreement.









	 	 	“Revolving Credit Secured Parties” (“Beneficiary” or “Bénéficiaires”) means, collectively,
the Revolving Credit Claimholders(as defined in the Intercreditor Agreement).









	 	 	“Securities Account” (or “Compte titres”) means each of the securities accounts (comptes
titres) within the meaning of article L. 211-20 of the Code monétaire et financier
described in Schedule I hereto, opened and maintained by the relevant Securities Account
Holder in its books in the name of the Pledgor.









	 	 	“Securities Account Holder” means the Companies.









	 	 	“Security” means any security (valeur mobilière) (or splitting of a security)
representative of a portion of the share capital of a Company or giving rights, immediately
or in the future, by means of conversion, exchange, reimbursement, presentation of a
warrant or in any manner whatsoever, to the attribution of a security representative of a
portion of the share capital of such Company.







5











 






	 	 	“Statement of Pledge” means, for each Pledge, a statement of pledge over the relevant
Pledged Account in the form set out in Schedule A, B or C (Déclaration de Nantissement de
Compte Titres Financiers).
	 
	1.2	 	Terms defined in the Revolving Credit Agreement
	 
	 	 	Unless defined in this Agreement or the context otherwise requires, a term defined in the
Revolving Credit Agreement has the same meaning in this Agreement, as if all references in
such defined terms to the Revolving Credit Agreement were a reference to this Agreement.
	 
	1.3	 	Construction
	 
	1.3.1	 	Unless a contrary indication appears any reference in this Agreement to:






	 	(a)	 	a “Revolving Credit Secured Party” or a “Loan Party” shall include its
assigns and successors and such assigns and successors shall be treated as initial
parties to the Revolving Credit Agreement or this Agreement, as the case may be, as if
they had been party to such agreement at the time of its execution;






	 	(b)	 	“authorization” means an authorization, consent, approval, licence,
exemption, filing, notarisation or registration;






	 	(c)	 	“assets” includes present and future properties, revenues and rights of every
description;






	 	(d)	 	“financial securities” means any titres financiers as defined in article L.
211-1, II of the Code monétaire et financier;






	 	(e)	 	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;






	 	(f)	 	a “Loan Document” or any other agreement or instrument is a reference to that
Loan Document or other agreement or instrument as amended, varied, novated or
supplemented;






	 	(g)	 	a “person” includes any person, firm, company, corporation, government, state
or agency of a state or any grouping (whether or not having separate legal
personality) or two or more of the foregoing;




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	 	(h)	 	a “regulation” includes any regulation, rule, official directive, request or
guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organization;






	 	(i)	 	a “successor” of a person includes its permitted assignees, persons
subrogated to its rights and any person who, under the laws of its jurisdiction of
incorporation or domicile, succeeds to its rights and obligations under this Agreement
or the Revolving Credit Agreement by operation of law (in particular by virtue of a
fusion or apport partiel d’actif); and






	 	(j)	 	a provision of law is a reference to that provision as amended or re-enacted.






	1.3.2	 	Section, Clause and Schedule headings are for ease of reference only.
	 
	1.3.3	 	An Event of Default is continuing if it has not been waived.
	 
	1.3.4	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In
the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the
terms and provisions of the Revolving Credit Agreement shall govern and control.
	 
	1.3.5	 	This Agreement is designated a Loan Document for the purposes of the Revolving Credit
Agreement.
	 
	1.3.6	 	Capitalized terms used in this Agreement (including the Recitals) and not otherwise defined
herein shall have the meaning ascribed thereto in the Revolving Credit Agreement and shall be
interpreted and construed in accordance therewith.
	 
	2.	 	AGREEMENT TO PLEDGE
	 
	2.1	 	In order to secure the payment of the Revolving Credit Secured Obligations, the Pledgor
hereby agrees to grant in favor of the French Collateral Agent for the benefit of the
Revolving Credit Collateral Agent and the other Revolving Credit Secured Parties a second
priority pledge (nantissement de second rang) of each Pledged Account. In accordance with the
provisions of the Intercreditor Agreement, each such pledge shall rank junior in right,
priority,




7









 












	 	 	operation, effect and all other respects to the First Priority Pledges of each relevant
Pledged Account.
	 
	2.2	 	In accordance with article L. 211-20 of the Code monétaire et financier, each Pledge extends
to:
	 
	2.2.1	 	any financial securities credited to the relevant Pledged Account from time to time after
the execution of the Statement of Pledge (and such financial securities will be deemed to be
part of the Pledge and will be treated as Pledged Securities from the date of execution of the
Statement of Pledge);






	2.2.2	 	all financial securities to which the Pledge extends by reason of their having been
substituted for, or added to, the Pledged Securities (including by reason of the
transformation, merger or other similar operation affecting the relevant Company); and






	2.2.3	 	the Cash Distributions.
	 
	2.3	 	The Pledgor shall cause each Securities Account Holder, and each Securities Account Holder
undertakes accordingly, to credit to the relevant Pledged Account:






	2.3.1	 	all shares issued by the Company of which it becomes the owner so that at all times during
the term of this Agreement, all of its participation in the share capital of the Company is
always subject to the relevant Pledge;






	2.3.2	 	and more generally all Securities, other than shares, issued by the Company of which it
becomes the owner.
	 
	2.3.3	 	The Pledged Securities shall include at all time during this Agreement all the shares and
other Securities, if any, issued by the Companies and outstanding from time to time.
	 
	3.	 	CREATION OF THE PLEDGES
	 
	 	 	On the date of this Agreement the Pledgor shall execute each of the Statements of Pledge
and deliver to the French Collateral Agent an original copy of the same.
	 
	3.1	 	The Pledgor shall also deliver to each Securities Account Holder an original executed copy of
the relevant Statement of Pledge and a copy of this




8









 












	 	 	Agreement and shall cause such Securities Account Holder, who hereby agrees, to:
	 
	3.1.1	 	open and identify the relevant Securities Account;






	3.1.2	 	credit to the relevant Securities Account the relevant Pledged Securities existing at the
date hereof, being all the shares of the issued share capital of the relevant Company in the
number provided under Schedule 1;
	 
	3.1.3	 	open a Cash Account in the Cash Account Holder’s books; and
	 
	3.1.4	 	promptly deliver to the French Collateral Agent a Certificate of Pledge of those initially
Pledged Securities.
	 
	3.2	 	Promptly upon becoming owner of any shares or other Securities referred to in Clause 2.3, the
Pledgor shall cause the relevant Securities Account Holder, who hereby agrees, to:
	 
	3.2.1	 	credit such shares or other Securities to the relevant Securities Account; and
	 
	3.2.2	 	promptly deliver to the French Collateral Agent a Certificate of Pledge of those
subsequently Pledged Securities.
	 
	3.3	 	Each Securities Account Holder shall take all necessary steps so that the Pledge over the
Pledged Account and the Pledged Securities is reflected in the relevant Company’s register of
shareholders.
	 
	4.	 	VOTING RIGHTS AND CASH DISTRIBUTIONS
	 
	4.1	 	Use of voting rights :
	 
	 	 	The Pledgor shall not vote for any resolution of the shareholders’ meetings of a Company in
a way which would be likely to prejudice the value of the shares of such Company or
otherwise prejudice the value of or the ability of the Revolving Credit Secured Parties to
realize the security over the relevant Pledged Securities. Upon the occurrence of an Event
of Default which is continuing, the Pledgor shall not exercise any voting rights in the
Companies without the prior consent of the French Collateral Agent.
	 
	4.2	 	Cash Distributions




9









 












	 	 	Until the term of the Pledges (as set forth in Clause 6 below), all Cash Distributions
denominated in any currency arising from the Pledged Securities from time to time shall
immediately be credited to the relevant Cash Account, which the relevant Securities Account
Holder agrees to do.
	 
	4.2.1	 	Availability of Cash Distributions prior to an Event of Default
	 
	 	 	For so long as no Event of Default has occurred and is continuing, the Pledgor shall be
free, subject to the terms of, and the limitations set forth in, the Revolving Credit
Agreement, to use any amounts standing to the credit of a Cash Account, provided however
that such Cash Account may never present a debit balance.
	 
	4.2.2	 	Unavailability of Cash Distributions after an Event of Default
	 
	 	 	Upon the occurrence of an Event of Default which is continuing, the amounts standing to the
credit of the Cash Accounts will become unavailable to the Pledgor and the Cash Account
Holder will be entitled to block such Cash Accounts. To that effect, the French Collateral
Agent will be entitled (and the Pledgor hereby expressly gives mandate to the French
Collateral Agent to that effect) to notify the same to the Cash Account Holder by notice, a
form of which is set out in Schedule D hereto, requesting it to freeze the Cash Accounts
until a notification to the contrary is received from the French Collateral Agent, or until
the French Collateral Agent requests the transfer to its benefit of the amounts standing to
the credit of such Cash Accounts in accordance with Clause 9 (Remedies upon an Event of
Default), in each case in accordance with and subject to the terms of the Intercreditor
Agreement.
	 
	5.	 	REPAYMENT OR REDEMPTION OF PLEDGED SECURITIES
	 
	 	 	Any amounts resulting from the repayment or redemption of any Pledged Securities permitted
under the Revolving Credit Agreement, and more generally, any amounts paid to the Pledgor
which represent, by way of substitution, all or a portion of the Pledged Securities, shall
immediately be credited to the relevant Cash Account. Notwithstanding the provisions
contained at Clause 4.2.1 (Availability of Cash Distributions prior to an Event of
Default), such amounts will be and remain unavailable to the Pledgor until the expiration
of the term of the Pledges (set forth in Clause 6 below).
	 
	6.	 	TERM OF THE PLEDGES






	 	(a)	 	The Pledges will remain in full force and effect until the date of the
occurrence of the Discharge of Senior Lien Secured Obligations (as defined in the
Intercreditor Agreement). At the request of the Pledgor




10









 












	 	 	 	made after that date, the French Collateral Agent will, at the cost of the
Pledgor, promptly execute any documents necessary to release the Pledges.
	 
	 	(b)	 	If the French Collateral Agent is authorized to release in whole or in part
the Pledged Accounts under the Revolving Credit Agreement, the French Collateral Agent
is authorized to release such collateral under this Agreement.






	7.	 	PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS
	 
	7.1	 	Representations
	 
	 	 	The Pledgor makes the following representations and warranties to the French Collateral
Agent and the Revolving Credit Secured Parties and acknowledges that the French Collateral
Agent and the Revolving Credit Secured Parties have become a party to this Agreement in
reliance on these representations and warranties:
	 
	7.1.1	 	Status






	 	(a)	 	It is a corporation, duly incorporated and validly existing under the laws of
its jurisdiction of incorporation.






	 	(b)	 	It has the power to own its assets and carry on its business as it is being
conducted.






	7.1.2	 	Power and Authority






	 	(a)	 	It has the power to enter into, perform, and has taken or will as soon as
reasonably practicable and in any case by the time required take all necessary action
to authorize its entry into, performance and delivery of this Agreement and the
transactions contemplated by this Agreement.






	 	(b)	 	No limit on its powers will be exceeded as a result of the granting of
security contemplated by this Agreement.




11









 












	7.1.3	 	Binding Obligations
	 
	 	 	Subject to the Legal Reservations, the obligations expressed to be assumed by it in this
Agreement are legal, valid, binding and enforceable obligations; once the Statement of
Pledge has been signed by the Pledgor, a valid nantissement (pledge) will be created in
favor of the French Collateral Agent for the benefit of the Revolving Credit Collateral
Agent and the Revolving Credit Secured Parties over the relevant Pledged Account and
Pledged Assets to secure the Revolving Credit Secured Obligations.






	7.1.4	 	Second Priority Pledges
	 
	 	 	Each of the Pledges creates a pledge ranking above the rights that any other Person may
have over the relevant Pledged Assets and the proceeds of any sale of the relevant Pledged
Securities, save for statutorily preferred exceptions and the rights conferred by the First
Priority Pledges Agreement to the Term Loan Secured Parties (as defined therein) under the
First Priority Pledges.






	7.1.5	 	Non-conflict with other obligations
	 
	 	 	The entry into and performance by it of, and the transactions contemplated by, this
Agreement do not and will not:






	 	(a)	 	conflict with:






	 	(i)	 	any law or regulation applicable to it;






	 	(ii)	 	its constitutional documents; or






	 	(iii)	 	any agreement or other instrument binding upon it or its
properties except (with respect to this item (iii) only) for any conflict
that could not reasonably be expected to result in a Material Adverse Effect;
or






	 	(b)	 	result in the existence of, or oblige it to create, any security over the
Pledged Assets.




12









 












	7.1.6	 	No Claims
	 
	 	 	No claims or proceedings are to the Pledgor’s knowledge, pending or threatened before
courts or arbitration panels in France or abroad, in connection with any of the Pledged
Assets.
	 
	7.1.7	 	Ownership of Pledged Assets
	 
	 	 	It is the sole owner of all the Pledged Assets and, except for the First Priority Pledges,
has not created any other nantissement (pledge) and has not sold or disposed of, or granted
any options or pre-emption rights in respect of any of its rights in, any of the Pledged
Assets (other than as permitted under the Loan Documents).
	 
	7.1.8	 	Shares fully paid up
	 
	 	 	The shares of each Company, initially pledged and listed in the relevant Statement of
Pledge, are fully paid up and represent all of the issued share capital of each such
Company.
	 
	7.1.9	 	No Issuance of Shares
	 
	 	 	There is no purchase option outstanding or in existence in relation to all or part of the
Pledged Securities, no scheme exists for the purchase or subscription of shares in the
Companies, and more generally there exists no agreement by which any of the Companies has
undertaken to issue new shares or securities giving access to its share capital.
	 
	7.1.10	 	Authorizations
	 
	 	 	Save as provided in Clause 7.1.3 (Binding Obligations), all authorizations required or
desirable:






	 	(a)	 	to enable it lawfully to enter into, exercise its rights and comply with its
obligations under this Agreement; and






	 	(b)	 	to make this Agreement admissible in evidence in its jurisdiction of
incorporation,






	 	 	have been obtained by the Pledgor.




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	7.1.11	 	No limitations to transferability of the Pledged Securities
	 
	 	 	There is in the constitutive documents (statuts) of the Companies, or in any other
corporate document or in any shareholder agreement or any other agreement between
shareholders and third parties (other than the First Priority Pledges Agreement), no
restriction on the transfer or the registration of the transfer of the Pledged Securities
(such as for instance pre-emption clauses (clauses de préemption) or approval clauses
(clauses d’agrément) or clauses prohibiting the transfer of the Pledged Securities for a
given waiting period).
	 
	7.1.12	 	Choice of law
	 
	 	 	Subject to the Legal Reservations:






	 	(a)	 	the choice of French law as the governing law of this Agreement will be
recognized and enforced in its jurisdiction of incorporation;






	 	(b)	 	any judgment obtained in France in relation to this Agreement will be
recognized and enforced in its jurisdiction of incorporation.






	7.1.13	 	Deduction of Taxes
	 
	 	 	It is not required under the laws of its jurisdiction of incorporation to make any
deduction for or on account of Taxes from any payment it may make under this Agreement.
	 
	7.1.14	 	Repetition
	 
	 	 	The representations set out in Clauses 7.1.1 (Status) to 7.1.13 (Deduction of Tax) shall
survive the execution and delivery of this Agreement and shall continue in full force and
effect until the expiry of the term set forth in Section 11.05 of the Revolving Credit
Agreement.
	 
	7.2	 	Undertakings
	 
	7.2.1	 	Authorizations
	 
	 	 	The Pledgor shall promptly:




14









 












	 	(a)	 	obtain, comply with and do all that is necessary to maintain in full force
and effect; and






	 	(b)	 	supply certified copies to the French Collateral Agent of,






	 	 	any authorization required under any law or regulation of its jurisdiction of incorporation
to (1) enable it to perform its obligations under this Agreement, (2) ensure the legality,
validity, enforceability or admissibility in evidence in its jurisdiction of incorporation
of this Agreement and to (3) enable it to own its property and assets and to carry on its
business, trade and ordinary activities as currently conducted except (for this item (3)
only) to the extent such failure to do so would not reasonably be expected to have a
Material Adverse Effect.
	 
	7.2.2	 	Disposals and Negative Pledge
	 
	 	 	The Pledgor shall not enter into a single transaction or a series of transactions (whether
related or not) and whether voluntarily or involuntarily, sell, lease, transfer or
otherwise dispose of the whole or any part of the Pledged Assets and shall not create or
permit to subsist any nantissement (pledge) on any part of the Pledged Assets or otherwise
deal with any part of the Pledged Assets, except for the First Priority Pledges or as
otherwise permitted under this Agreement or the Loan Documents. If any such transaction is
so permitted, the French Collateral Agent shall promptly sign if needed all documents and
instruments necessary for the requisite part of the Pledged Assets to be transferred or
encumbered.
	 
	7.2.3	 	Share Capital Percentage
	 
	 	 	The Pledgor shall maintain the percentage of share capital in each Company which the
relevant Pledged Securities represent at the date of this Agreement (i.e., 100%). For this
purpose, the Pledgor shall procure that no new shares are issued by the Companies, no
securities giving access to the capital of the Companies are issued and, more generally, no
change in the share capital of the Companies occurs, except as legally required pursuant to
a mandatory provision of law or otherwise with the prior written consent of the French
Collateral Agent and subject in any event to compliance with all other provisions of this
Agreement.
	 
	7.2.4	 	Shares fully paid up
	 
	 	 	In the event new shares are issued by a Company, the Pledgor shall pay all amounts due and
payable by it in respect of such new shares issued by such




15









 












	 	 	Company which it subscribes, as and when requested to do so by the appropriate
shareholders’ meeting resolution decision.
	 
	7.2.5	 	Claims
	 
	 	 	The Pledgor shall take all necessary steps to defend its rights in respect of the Pledged
Assets against any claim or demand of any person (other than the French Collateral Agent
and the Term Loan Secured Parties under the First Priority Pledges Agreement and the
pledges created therein) in order to protect the rights of the French Collateral Agent and
the Revolving Credit Secured Parties over the Pledged Assets, and shall promptly keep the
French Collateral Agent informed of any such claim or demand.
	 
	7.2.6	 	Pledged Accounts
	 
	 	 	The Pledgor shall not close or transfer a Securities Account unless a new Securities
Account Holder has been approved by the French Collateral Agent and has agreed in writing
to be bound by the terms of this Agreement; the Pledgor shall not close or transfer a Cash
Account unless a new Cash Account Holder has been approved by the French Collateral Agent.
	 
	7.2.7	 	Information
	 
	 	 	The Pledgor shall direct that the Securities Account Holder or the Cash Account Holder
provide to the French Collateral Agent, upon demand, any such information, reports and
records as the French Collateral Agent may require in respect of the relevant Securities
Account or Cash Account, and the Pledgor shall sign all documents and take all actions
necessary in relation thereto.
	 
	8.	 	COVENANT FOR FURTHER ASSURANCE
	 
	 	 	The Pledgor will promptly at its own cost do all such acts or execute all such documents as
the French Collateral Agent may specify (and in such form as the French Collateral Agent
may require) to:
	 
	8.1	 	perfect the security created or intended to be created in respect of the Pledged Assets or
for the exercise of the rights, powers and remedies of the French Collateral Agent and the
Revolving Credit Secured Parties provided by or pursuant to this Agreement or by law,
	 
	8.2	 	facilitate the realization of any of the Pledged Assets,




16









 












	 	 	without such operation constituting in any manner a novation of the rights or security
granted under this Agreement,






	8.3	 	change a Securities Account from nominatif pur to nominatif administré.






	 	 	Promptly upon a request to that effect from the French Collateral Agent, the Pledgor shall
at its own cost nominate a bank or financial institution acting as intermédiaire financier
habilité to operate on its behalf the relevant Securities Account which shall accordingly
be transferred from the relevant Company’s register of shareholders to an account opened
with such intermédiaire financier habilité; provided however that such new Securities
Account Holder shall be approved by the French Collateral Agent and has agreed in writing
to be bound by the terms of this Agreement. For the avoidance of doubt, such operation
shall not constitute in any manner a novation of the rights or security granted under this
Agreement.






	9.	 	REMEDIES UPON DEFAULT






	9.1	 	Exercise of its rights by the French Collateral Agent






	 	 	At any time after an Event of Default has occurred, and in accordance with and subject to
the terms of the Intercreditor Agreement, the French Collateral Agent, acting for its own
account and for the account and on behalf of the Revolving Credit Secured Parties, shall be
entitled to exercise all rights, and take all actions in relation to the Pledged Assets as
may be permitted by applicable law in France and, in particular, may:






	 	(a)	 	in accordance with the provisions of article 2348 of the French Civil Code,
upon five (5) days’ prior written notice (mise en demeure) sent by recorded delivery
to the Pledgor, and without requesting judicial attribution (attribution judiciaire),
enforce the Pledges by becoming the owner of the Securities;






	 	(b)	 	at any time after all or part of the Revolving Credit Secured Obligations
have become due and payable (créance certaine, liquide et exigible), and after a
period of three (3) clear days (jours francs) starting on the date on which upon five
(5) days’ prior written notice (mise en demeure), complying with the provisions of
paragraph V of article L. 211-20 of the Code monétaire et financier and of articles D.
211-1 and following of the same code, sent by recorded delivery to the Pledgor, the
relevant Securities Account Holder and the Cash Account Holder, require the transfer
to it of the amounts standing to the credit of the relevant Cash Account, up to the
amount of the Revolving Credit Secured Obligations.




17









 












	 	 	The value of the relevant Pledged Securities will be estimated at the date of the transfer
of title thereto to the French Collateral Agent by an expert appointed in good faith by the
French Collateral Agent and the Pledgor within eight (8) days following transfer of title
on the list of experts listed on the register of the Court of Appeal of Paris (liste des
experts près la Cour d’appel de Paris), under section “Economie et Finance”, sub-section
“Comptabilité” or “Finances” and the specialization of which is the valuation of shares
(“évaluation de droits sociaux — fusions, scissions et apports”), or any list coming to
replace such list. If the parties fail to agree on the name of the expert within this
period, the expert will be nominated by the President of the Commercial Court of Paris
(statuant en référé) seized by any of the parties.
	 
	9.2	 	Rights of the French Collateral Agent discretionary
	 
	 	 	The French Collateral Agent, acting on its behalf and on behalf of the Revolving Credit
Secured Parties, and in accordance with, and subject to the terms of, the Intercreditor
Agreement, may elect to exercise, or not, at the time of its choice and at its discretion,
the rights conferred upon the French Collateral Agent and the Revolving Credit Secured
Parties by this Clause 9 as well as all other rights or actions in relation to any of the
Pledged Assets as may then be permitted by applicable law in France. In particular, in
respect of any of the Pledged Securities, the French Collateral Agent, acting on its behalf
and on behalf of the Revolving Credit Secured Parties, may elect at its choice not to
exercise the rights conferred upon it and the Revolving Credit Secured Parties by paragraph
9.1 but rather to request the public sale (vente publique) of such Pledged Securities
pursuant to article L. 521-3 of the Code de commerce, or the attribution by a court of such
Pledged Securities pursuant to article 2347 of the Code civil.
	 
	10.	 	EFFECTIVENESS OF COLLATERAL
	 
	10.1	 	No Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the French Collateral
Agent or the Revolving Credit Secured Parties, any right, power or remedy of the French
Collateral Agent or the Revolving Credit Secured Parties provided by this Agreement or by
law shall operate as a waiver, nor shall any single or partial exercise of that right,
power or remedy prevent any further or other exercise of that or any other right, power or
remedy of the French Collateral Agent or the Revolving Credit Secured Parties provided by
this Agreement or by law.
	 
	10.2	 	Illegality, Invalidity, Unenforceability




18









 






	 
	 	 	If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Agreement nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction will
in any way be affected or impaired.
	 
	10.3	 	Additional security
	 
	 	 	The Pledges are in addition to, and are not in any way prejudiced by, any other security
now or hereafter held by the French Collateral Agent and the Revolving Credit Secured
Parties to secure all or part of the Revolving Credit Secured Obligations. The French
Collateral Agent and the Revolving Credit Secured Parties shall not be obliged, before
exercising any rights conferred on them by this Agreement or by law, to exercise or enforce
any other rights or security they may have or hold in respect of all or part of the
Revolving Credit Secured Obligations.
	 
	10.4	 	Amendment to Revolving Credit Secured Obligations
	 
	 	 	The Pledges secure the Revolving Credit Secured Obligations as amended from time to time by
any amendment agreement to the Revolving Credit Agreement, including where such amendment
relates to the amount of credit extended pursuant to the Revolving Credit Agreement. The
Pledgor shall at its own cost sign all documents and take all actions necessary to that
effect.
	 
	11.	 	EXPENSES, COSTS, TAXES AND INDEMNITY
	 
	11.1	 	Expenses
	 
	 	 	The Pledgor shall promptly pay the French Collateral Agent and the Revolving Credit Secured
Parties on demand the amount of all costs and expenses (including legal fees and value
added taxes and other taxes incurred in respect of these costs and expenses) reasonably
incurred by the French Collateral Agent and the Revolving Credit Secured Parties in
connection with the negotiation, preparation and execution of this Agreement and the
completion of the transactions and perfection of the security contemplated by this
Agreement.
	 
	11.2	 	The Pledgor shall, within three (3) Business Days of demand pay the French Collateral Agent
for all the costs and expenses (including legal fees and value added taxes and other taxes
incurred in respect of these costs and expenses) reasonably incurred by it or the Revolving
Credit Secured Parties in connection with:




19









 












	11.2.1	 	an amendment of or a waiver of their rights under this Agreement;
	 
	11.2.2	 	the preparation and execution of any Statement of Pledge; and
	 
	11.2.3	 	the preservation and/or enforcement of any of their rights, powers or remedies under this
Agreement or any of the Pledges or any proceedings instituted by or against any of them as a
consequence of taking or holding the security created by the Pledges or the total or partial
release of the Pledges.
	 
	11.3	 	Taxes
	 
	 	 	The Pledgor shall pay all stamp, registration and other Taxes to which this Agreement, the
Pledges or any judgment given in connection with it is or at any time may be subject and
shall, from time to time, indemnify the French Collateral Agent and the Revolving Credit
Secured Parties on demand against any liabilities, costs, claims and expenses resulting
from any failure to pay or delay in paying any such Tax.
	 
	11.4	 	Indemnity
	 
	 	 	The Pledgor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the French Collateral Agent and the Revolving Credit Secured Parties
and their attorneys against any action which any of it may sustain as a consequence of any
breach by the Pledgor of the provisions of this Agreement, the exercise or purported
exercise of any of the rights and powers conferred on any of it by this Agreement or
otherwise relating to any of the Pledged Assets.
	 
	12.	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Revolving Credit Secured
Obligations and subject to the provisions of the Revolving Credit Agreement, the French
Collateral Agent and the Revolving Credit Secured Parties may convert any money received,
recovered or realized or subject to application by them under this Agreement from one
currency to another, as they think fit, and any such conversion shall be effected at the
French Collateral Agent’s and the relevant Revolving Credit Secured Party’s spot rate of
exchange for the time being for obtaining such other currency with the first currency.
	 
	13.	 	ASSIGNMENT
	 
	13.1	 	Permitted Successors




20









 






	 
	 	 	This Agreement shall be binding upon and shall inure to the benefit of each party and its
direct or subsequent successors.
	 
	13.2	 	Disclosure
	 
	 	 	The French Collateral Agent and the Revolving Credit Secured Parties shall be entitled to
disclose such information concerning the Pledgor or any other person and this Agreement as
the French Collateral Agent and the Revolving Credit Secured Parties consider appropriate
to any actual or proposed direct or indirect successor or to any person to whom information
may be required to be disclosed by applicable law.
	 
	13.3	 	Novation
	 
	 	 	In case of a novation (novation) of the Revolving Credit Secured Obligations, the Revolving
Credit Agreement or any other Loan Document, the Revolving Credit Secured Parties expressly
maintain, in accordance with article 1278 of the Code civil, the benefit of the Pledges,
which will therefore remain in full force and effect in favor of the French Collateral
Agent for the benefit of the Revolving Credit Secured Parties or any successor.
	 
	14.	 	NOTICES
	 
	 	 	Each communication to be made under or in connection with this Agreement shall be made in
accordance with Clause 11.01 (Notices) of the Revolving Credit Agreement.
	 
	15.	 	GOVERNING LAW
	 
	 	 	This Agreement is governed by French law.
	 
	16.	 	REVOLVING CREDIT AGREEMENT GOVERNS
	 
	 	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is
the intention of the parties hereto that such terms and provisions in such documents shall
be read together and construed, to the fullest extent possible, to be in concert with each
other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of the Revolving Credit Agreement shall govern and
control.




21









 












	17.	 	INTERCREDITOR AGREEMENT GOVERNS






	 	 	Notwithstanding anything herein to the contrary, the liens and security interests granted
in favor of the French Collateral Agent for the benefit of the Revolving Credit Secured
Parties pursuant to this Agreement and the exercise of any right or remedy by the French
Collateral Agent and the Revolving Credit 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. Except as provided for in this
paragraph, notwithstanding anything herein to the contrary, the Revolving Credit Agreement,
including Article X thereof, shall govern and control the exercise of the remedies by the
French Collateral Agent.






	18.	 	JURISDICTION






	 	 	For the benefit of the Revolving Credit Secured Parties, the Pledgor agrees that the
Tribunal de Commerce of Paris shall have jurisdiction to settle any dispute arising out of
or in connection with this Agreement (including a dispute regarding the existence or the
validity of the Pledges). This Clause 17 is for the benefit of the French Collateral Agent
and the Revolving Credit Secured Parties only. As a result, the French Collateral Agent
and the Revolving Credit Secured Parties shall not be prevented from taking proceedings
against the Pledgor in any other courts with jurisdiction. To the extent allowed by law,
the French Collateral Agent and the Revolving Credit Secured Parties may take concurrent
proceedings in any number of jurisdictions. The parties agree that the French courts are
the most appropriate and convenient courts to settle disputes and accordingly no party will
argue to the contrary.






	19.	 	ELECTION OF DOMICILE






	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Pledgor
irrevocably elects domicile at its principal place of business, for the purpose of serving
any judicial or extra-judicial documents in relation to any action or proceedings.




22









 











Signed on December 17, 2010

in five (5) original copies.




NOVELIS INC.

The Pledgor




Signature:                                         

By:

Capacity:

Duly authorised for the purpose of this Agreement




BANK OF AMERICA, N.A., as

French Collateral Agent

Acting on its own behalf and on behalf of the Revolving Credit Secured Parties




Signature:                                         

By: Peter M. Walther

Capacity: Senior Vice President




NOVELIS FOIL FRANCE S.A.S.

A Securities Account Holder




Signature:                                         

By:

Capacity:

Duly authorised for the purpose of this Agreement




NOVELIS PAE S.A.S.

A Securities Account Holder




Signature:                                         


By:

Capacity:

Duly authorised for the purpose of






NOVELIS LAMINES FRANCE S.A.S.

A Securities Account Holder




Signature:                                         

By :

Capacity:

Duly authorised for the purpose of this Agreement




23









 





SCHEDULE 1




DETAILS OF THE PLEDGED ACCOUNTS




	(A)	 	Financial securities Accounts





	 	 	 	 	 	 	 	 	 
	 	 	 	 	Percentage	 	 	 	 
	 	 	 	 	Represented (into	 	 	 	Identification
	 	 	Number of	 	the issued share	 	Securities	 	Number of
	 	 	Securities on Each	 	capital of the	 	Account	 	Securities
	Companies	 	Account	 	Company)	 	Holders	 	Accounts
	Novelis Foil France S.A.S., a French société par actions simplifiée
unipersonnelle,
with registered
address at Moulin à
Papier 27250
Rugles, France,
with a share
capital of
8.198.725 euros,
registered with the
Evreux Trade and
Companies Register
under the number
414 870 121.
	 	5.502.500 shares of Novelis Foil France S.A.S.	 	100%	 	Novelis Foil France S.A.S.	 	6 quater
	 
	 	 	 	 	 	 	 	 
	Novelis PAE S.A.S., a French société par actions
simplifiée
unipersonnelle with
registered address
at 725 rue Aristide
Bergès, 38340
Voreppe, France,
with a share
capital of
4.040.000 euros,
registered with the
Grenoble Trade and
Companies Register
under the number
421 528 555.
	 	8.000 shares of Novelis PAE S.A.S.	 	100%	 	Novelis PAE S.A.S.	 	13 quater
	
	 		 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Novelis Laminés France S.A.S., a French société par actions simplifiée
unipersonnelle with
registered address
at 8-10-12 allée
Prométhée, Les
Propylées II,
28.000 Chartres,
France, with a
share capital of
3.100.000 euros,
registered with the
Chartres Trade and
Companies Register
under the number
343 066 403.
	 	200.000 shares of Novelis Laminés France S.A.S.	 	100%	 	Novelis Laminés France S.A.S.	 	30 quater
	
	 	 	 	 	 	 	 	 






24









 







	(B)	 	Cash Accounts





	 	 	 	 	 	 	 
	 	 	 	 	Identification	 	 
	Cash Account	 	 	 	number of the Cash	 	Corresponding pledged Financial
	Holder	 	Address	 	Account	 	Securities Account
	Commerzbank 

Aktiengesellschaft,

Succursale de Paris

	 	3 place de l’Opéra,
BP 442, 75002 

Paris
	 	
	 	Novalis Foil France S.A.S. / # 6 quater
	 
	 	 	 	 	 	 
	Commerzbank 

Aktiengesellschaft,

Succursale de Paris

	 	3 place de l’Opéra,
BP 442, 75002

 Paris
	 	
	 	Novalis PAE S.A.S. / # 13 quater
	 
	 	 	 	 	 	 
	Commerzbank 

Aktiengesellschaft,

Succursale de Paris

	 	3 place de l’Opéra,
BP 442, 75002

 Paris
	 	
	 	Novalis Lamines France S.A.S. / # 30
quater






25









 






SCHEDULE A




DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS


(Soumise aux dispositions de l’article L. 211-20 du Code monétaire et financier)





	1.	 	Constituant du Gage






	 	 	NOVELIS INC., une société de droit Canadien relevant du “Canada Business Corporations Act”,
constitue un nantissement de second rang sur le compte titres financiers décrit ci-dessous,
selon les termes et conditions de l’acte de nantissement de comptes titres financiers de
second rang intitulé Second Priority Pledges Agreement signé le 17 décembre 2010 en langue
anglaise entre le Constituant du nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE
S.A.S. et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Émettrice et
Teneur de Compte, les parties financières (Revolving Credit Secured Parties) agissant en
tant que Bénéficiaires des nantissements de second rang et Bank of America, N.A., agissant
pour son compte en tant que Bénéficiaire et au nom et pour le compte des Bénéficiaires en
tant qu’Agent des Sûretés Français (French Collateral Agent) (l’“Acte de Nantissement de
Second Rang”).






	2.	 	Société Emettrice






	 	 	NOVELIS FOIL FRANCE S.A.S., une société par actions simplifiée unipersonnelle, dont le
siège social est situé au Moulin à Papier 27250 Rugles, France, et immatriculée au registre
du commerce et des sociétés d’Evreux sous le numéro 414 870 121.
	 
	3.	 	Eléments d’identification du compte spécial constitué en gage prévu à l’article L. 211-20 du
Code monétaire et financier






	 	(a)	 	Compte titres financiers






	 	-	 	Teneur de Compte : la Société Emettrice
	 
	 	-	 	Numéro de compte : 6 quater






	 	(b)	 	Compte espèces pour les fruits et produits






	 	-	 	Teneur de compte : Commerzbank Aktiengesellschaft, Succursale de Paris
	 
	 	-	 	Numéro de compte : 00118414200 EUR




26









 












	4.	 	Titres financiers définis par l’article L. 211-1, II du Code monétaire et financier
initialement inscrits dans le compte spécial constitué en gage






	 	-	 	Nature : actions
	 
	 	-	 	Forme : nominative
	 
	 	-	 	Nombre : 5.502.500






	5.	 	Bénéficiaires






	 	 	L’Agent des Sûretés Français (French Collateral Agent), l’Agent des Prêteurs
(Administrative Agent), chaque autre Agent (Agent), les Prêteurs (Lenders), les Banques
Émettrices (Issuing Banks), toute personne fournissant des produits bancaires (Secured Bank
Product Provider), ainsi que tout autre représentant, mandataire ou délégué (Delegate,
Receiver) et toute autre personne désignée en tant que Secured Party en vertu de la
Convention de Crédit Revolving visée ci-dessous (tel que chacun de ces termes y est
défini).






	6.	 	Obligations Garanties
	 
	 	 	
(a) Toutes les obligations de paiement quelles qu’elles soient, décrites sous le terme
“Obligations Garanties” (Revolving Credit Secured Obligations) dans l’Acte de Nantissement
de Second Rang, d’un montant en principal de 800.000.000 USD (huit cent millions de dollars
américains), tel qu’ajusté de temps à autres en application de la Convention de Crédit
Revolving (telle que définie ci-dessous), augmenté des intérêts, intérêts de retard,
commissions, frais et accessoires, du Constituant envers les Bénéficiaires (Revolving
Credit Secured Parties), au titre d’une convention de crédit intitulée Credit Agreement
(telle qu’amendée, complétée ou modifiée de temps à autre), conclue en date du [_] décembre
2010, entre Novelis Inc., Novelis Corporation, certains affiliés de droit américain de
Novelis Inc., Novelis UK Ltd, Novelis AG, NOVELIS NORTH AMERICA HOLDINGS, INC. et NOVELIS
ACQUISITIONS LLC en tant qu’Emprunteurs (Borrowers), AV METALS Inc., en tant que Garant
(Parent Guarantor) et certains de ses affiliés en tant que Filiales Garantes (Subsidiary
Guarantors), les parties agissant en tant que Prêteurs (Lenders), BANK OF AMERICA, N.A., en
tant qu’Agent des Sûretés (Collateral Agent) et Prêteur (U.S. Swingline Lender) et Agent
des Prêteurs (Administrative Agent), et THE ROYAL BANK OF SCOTLAND PLC en tant que Prêteur
(European Swingline Lender), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, en tant
qu’Arrangeurs (Lead Arrangers) et MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
CITIGROUP GLOBAL MARKETS, INC., J.P. MORGAN SECURITIES LLC, RBS SECURITIES, INC., UBS
SECURITIES LLC, en tant que teneurs de Livres (Joint Bookmanagers), en ce compris les
autres documents (Loan Documents) prévus par cette convention (la “Convention de Crédit
Revolving”); et, sans duplication,







27









 






(b) toutes les obligations de paiement, quelles qu’elles soient, du Constituant envers
l’Agent des Sûretés du Prêt Revolving (Revolving Credit Collateral Agent), au titre de la
clause 11.24 (Parallel Debt) de la Convention de Crédit Revolving, augmentées des intérêts
de retard, commissions, frais et accessoires encourus au titre de l’exercice de ses droits
aux termes des Documents de Crédit (Loan Documents) ou de tout autre document relatif à, ou
garantissant, ces obligations.



Le 17 décembre 2010,




en trois (3) exemplaires originaux.




NOVELIS INC.




représentée par :



Signature :                                         







28









 








Translation for information purposes only




STATEMENT OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT



(Subject to the provisions of article L. 211-20 of the French Financial and Monetary Code (Code
monétaire et financier))





	1	 	Pledgor






	 	 	NOVELIS INC., a company formed under the Canadian Business Corporations Act (the
“Pledgor”), hereby grants a second priority pledge over the special financial securities
account described below pursuant to the terms and conditions of the Second Priority Pledges
Agreement, dated as of December [-], 2010, by and among the Pledgor, NOVELIS FOIL FRANCE
S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing Company and
Securities Account Holder, the Revolving Credit Secured Parties as beneficiaries of the
Second Priority Pledges, andBank of America, N.A., acting on its behalf as beneficiary and
for the account and on behalf of the Revolving Credit Secured Parties as French Collateral
Agent (the “Second Priority Pledges Agreement”).






	2	 	Issuing Company






	 	 	NOVELIS FOIL FRANCE S.A.S., a société par actions simplifiée unipersonnelle whose
registered office is located Le Moulin à Papier 27250 Rugles, France, registered with the
Evreux Trade and Companies Register under the number 414 870 121.






	3	 	Details concerning the special account set up for the pledge as required by article L. 211-20
of the French Financial and Monetary Code






	 	(a)	 	Financial securities account






	 	-	 	Account Holder: the Issuing Company
	 
	 	-	 	Account number: 6 quater






	 	(b)	 	Cash account






	 	-	 	Cash account holder: Commerzbank Aktiengesellschaft, Succursale de Paris
	 
	 	-	 	Account number: 00118414200 EUR





29









 






	4	 	Financial securities defined by article L. 211-1, II of the French Financial and Monetary
Code initially registered in the special pledged account






	 	-	 	Type: shares
	 
	 	-	 	Form: registered
	 
	 	-	 	Number: 5,502,500






	5.	 	Revolving Credit Secured Parties
	 
	 	 	
The Administrative Agent, the Collateral Agent, each other Agent, the Lenders, the Issuing
Banks, any Secured Bank Product Provider, Receiver or Delegate and any other Person which
is or becomes a “Secured Party” within the meaning of the Revolving Credit Agreement (as
each of these capitalized terms is defined in the Revolving Credit Agreement defined
below).

	 
	6.	 	Revolving Credit Secured Obligations
	 
	 	 	

(a) All the payment obligations described as the “Revolving Credit Secured Obligations” in
the Second Priority Pledges Agreement being USD 800,000,000 (eight hundred USD millions) in
principal (as adjusted from time to time in accordance with the provisions of the Revolving
Credit Agreement defined below), plus interest, interest for late payment, fees, costs and
expenses and any other sums owed by the Pledgor to the Revolving Credit Secured Parties
under that certain credit agreement dated as of December [-], 2010 among the Loan Parties,
the Lenders, and BANK OF AMERICA, N.A. as Collateral Agent, BANK OF AMERICA, N.A., as US
Swingline Lender and Administrative Agent, and THE ROYAL BANK OF SCOTLAND PLC, as European
Swingline Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Lead Arrangers and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS, INC., J.P.
MORGAN SECURITIES, RBS SECURITIES, INC., UBS SECURITIES LLC, as Joint Bookmanagers as
amended, restated, supplemented or modified from time to time, to the extent permitted by
this agreement and the Intercreditor Agreement, and the other Loan Documents (the
“Revolving Credit Agreement”); and, without duplication,

	 
	 	 	
(b) All present and future obligations and liabilities owing or incurred by the Pledgor as
a Loan Party to the Revolving Credit Collateral Agent under clause 11.24 (Parallel Debt) of
the Revolving Credit Agreement, including all costs, charges and expenses incurred by the
Revolving Credit Collateral Agent in connection with the protection, preservation or
enforcement of its rights under the Loan Documents (as the case may be) or any other
document evidencing or securing any such liabilities.








on December 17, 2010,



in three (3) original copies







30









 








Novelis INC.




represented by:




Signature:                                         








31









 








SCHEDULE A BIS




ATTESTATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS


(Soumise aux dispositions de l’article L. 211-20 du Code monétaire et financier)





	1.	 	Novelis Foil France S.A.S., représentée par son Président, agissant en qualité de Société
Emettrice et de Teneur du Compte Nanti, certifie et atteste, par la présente, que :






	1.1	 	les 5.502.500 actions de Novelis Foil France S.A.S. détenues par Novelis Inc. (le
“Constituant”),






	 	-	 	désignées dans la déclaration de nantissement de compte titres financiers signée le
17 décembre, 2010 par le Constituant (la “Déclaration de Nantissement”),






	 	-	 	représente la totalité des actions émises par la Société Emettrice, et






	 	-	 	ont été virées au compte spécial de nantissement n° 6 quater ouvert au nom du
Constituant sur nos livres (le “Compte Nanti”) ;






	1.2	 	ledit compte titres financiers fait l’objet d’un nantissement de second rang en faveur de
l’Agent des Sûretés Français (French Collateral Agent) pour le compte des Bénéficiaires
(Revolving Credit Secured Parties) en garantie des Obligations Garanties (Revolving Credit
Secured Obligations) telles que définies dans l’acte de nantissement de comptes titres
financiers de second rang intitulé Second Priority Pledges Agreement signé le 17 décembre 2010
en langue anglaise entre le Constituant du nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS
PAE S.A.S. et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Émettrice et
Teneur de Compte, les parties financières (Revolving Credit Secured Parties) agissant en tant
que Bénéficiaires des nantissements de second rang et BANK OF AMERICA, N.A. agissant pour son
compte en tant que Bénéficiaire et au nom et pour le compte des Bénéficiaires en tant qu’Agent
des Sûretés Français (French Collateral Agent) (l’“Acte de Nantissement de Second Rang”) et
porte mention expresse dudit nantissement de second rang; et
	 
	1.3	 	aucun autre nantissement n’est inscrit à la date de la présente attestation sur les
titres désignés dans la Déclaration de Nantissement, en dehors d’un nantissement de premier
rang inscrit en faveur des bénéficiaires identifiés dans un acte de nantissement de comptes
titres financiers de premier rang signé le 17 décembre, 2010, en langue anglaise entre NOVELIS
INC., en tant que Constituant du nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE S.A.S.
et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Emettrice et Teneur de
Compte, les parties financières (Term Loan Secured Parties) agissant en tant que bénéficiaires
des nantissements de premier rang etBank of America, N.A., agissant pour son compte en tant
que bénéficiaire et au nom et pour le compte des bénéficiaires en tant qu’Agent des Sûretés
Français (French Collateral Agent).




32









 












	2.	 	Une copie certifiée conforme de ce compte spécial faisant apparaître ce virement est
annexée à la présente attestation de constitution de nantissement.
	 
	3.	 	Nous accusons réception de l’Acte de Nantissement de Second Rang et de la Déclaration de
Nantissement et prenons acte du fait que :






	 	-	 	les dividendes en numéraire et les intérêts afférents aux titres financiers
figurant au Compte Nanti, ainsi que le produit du remboursement ou de l’amortissement
desdits instruments financiers, devront être versés sur le compte bancaire spécial
visé dans la Déclaration de Nantissement;
	 
	 	-	 	le Constituant n’est pas autorisé à disposer des titres financiers inscrits dans le
Compte Nanti.






	4.	 	En notre qualité de Teneur de Compte, nous acceptons d’exercer la mission de contrôle
résultant de ce qui précède.





le 17 décembre, 2010




en un (1) exemplaire original.




Novelis Foil France S.A.S.




Teneur de Compte




représentée par :




Signature:                                         




P.J. Copie du compte spécial d’actionnaire








33









 








Translation for information purposes only




CERTIFICATE OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT



(Subject to the provisions of article L. 211-20 of the French Financial and Monetary Code (Code
monétaire et financier))





	1.	 	Novelis Foil France S.A.S., represented by its President, acting in its capacity as
Issuing Company and Securities Account Holder, hereby certifies and attests that:
	 
	1.1	 	the 5,502,500 shares of Novelis Foil France S.A.S. held by Novelis Inc. (the “Pledgor”)






	 	-	 	referred to in the statement of pledge over a financial securities account signed
on December 17, 2010 by the Pledgor (the “Statement of Pledge”),






	 	-	 	represent all of the outstanding shares issued by the Issuing Company, and






	 	-	 	have been registered in the special account n° 6 quater opened in our books in the
name of the Pledgor (the “Pledged Account”);






	1.2	 	the said financial securities account is subject to a second priority pledge in favor of
the French Collateral Agent for the benefit of the Revolving Credit Secured Parties as
security for the Revolving Credit Secured Obligations as defined in the Second Priority
Pledges Agreement dated as of December 17, 2010, by and among the Pledgor, NOVELIS FOIL FRANCE
S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing Company and
Securities Account Holder, the Revolving Credit Secured Parties as beneficiaries of the Second
Priority Pledges and BANK OF AMERICA, N.A., acting on its behalf as beneficiary and for the
account and on behalf of the Revolving Credit Secured Parties as French Collateral Agent (the
“Second Priority Pledges Agreement”) and that the Second Priority Pledge is expressly
mentioned on that account;
	 
	1.3	 	no other security interest is registered on the financial securities mentioned in the
Statement of Pledge at the date hereof, save the First Priority Pledge registered in favor of
the Term Loan Secured Parties identified in the First Priority Pledges Agreement dated as of
December 17, 2010 among NOVELIS INC. as Pledgor, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE
S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing Company and Securities Account
Holder, the Term Loan Secured Parties as beneficiary of the First Priority Pledges andBank of
Ameriaca, N.A., acting on its behalf as Beneficiary and for the account and on behalf of the
Term Loan Secured Parties as French Collateral Agent.
	 
	2.	 	A copy certified as a true copy of the share register evidencing this transfer is
attached to the present Certificate of Pledge.




34









 












	3.	 	We hereby acknowledge receipt of the Statement of Pledge and the Second Priority Pledges
Agreement and we also acknowledge that:






	 	-	 	all interests and dividends paid in cash in respect of the financial securities
registered in the Pledged Account, together with the proceeds resulting from the
repayment or redemption thereof, shall be paid to the special bank account the details
of which are set forth in the Statement of Pledge;






	 	-	 	the Pledgor is not authorized to dispose of the financial securities registered in
the Pledged Account.






	4.	 	In our capacity as Securities Account Holder of the Pledged Account, we hereby give our
consent to the above.





Made as of December 17, 2010




in one (1) original copy




Novelis Foil France S.A.S.




Account Holder




Represented by:




Signature:                                         




Attachment: copy of the special shareholder account








35









 








SCHEDULE B




DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS


(Soumise aux dispositions de l’article L.211-20 du Code monétaire et financier)





	1.	 	Constituant du Gage






	 	 	NOVELIS INC., une société de droit Canadien relevant du “Canada Business Corporations Act”,
constitue un nantissement de second rang sur le compte titres financiers décrit ci-dessous,
selon les termes et conditions de l’acte de nantissement de comptes titres financiers de
second rang intitulé Second Priority Pledges Agreement signé le 17 décembre 2010 en langue
anglaise entre le Constituant du nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE
S.A.S. et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Émettrice et
Teneur de Compte, les parties financières (Revolving Credit Secured Parties) agissant en
tant que Bénéficiaires des nantissements de second rang et BANK OF AMERICA, N.A., agissant
pour son compte en tant que Bénéficiaire et au nom et pour le compte des Bénéficiaires en
tant qu’Agent des Sûretés Français (French Collateral Agent) (l’“Acte de Nantissement de
Second Rang”).






	2	 	Société Emettrice






	 	 	NOVELIS PAE S.A.S., une société par actions simplifiée unipersonnelle, dont le siège social
est situé 725 rue Aristide Bergès, 38340 Voreppe, France, et immatriculée au registre du
commerce et des sociétés de Grenoble sous le numéro 421 528 555.






	3.	 	Eléments d’identification du compte spécial constitué en gage prévu à l’article L. 211-20 du
Code monétaire et financier






	 	(a)	 	Compte titres financiers






	 	-	 	Teneur de Compte : la Société Emettrice
	 
	 	-	 	Numéro de compte : 13 quater






	 	(b)	 	Compte espèces pour les fruits et produits






	 	-	 	Teneur de compte : Commerzbank Aktiengesellschaft, Succursale de Paris






	 	-	 	Numéro de compte : 00118415900 EUR





36









 











	4	 	Titres financiers définis par l’article L. 211-1, II du Code monétaire et financier
initialement inscrits dans le compte spécial constitué en gage






	 	-	 	Nature : actions
	 
	 	-	 	Forme : nominative
	 
	 	-	 	Nombre : 8.000






	5.	 	Bénéficiaires
	 
	 	 	

L’Agent des Sûretés (Collateral Agent), l’Agent des Prêteurs (Administrative Agent),
l’Agent Administratif Canadien (Canadian Administrative Agent), chaque autre Agent (Agent),
les Prêteurs (Lenders), les Banques Émettrices (Issuing Banks), toute personne fournissant
des produits bancaires (Secured Bank Product Provider), ainsi que tout autre représentant,
mandataire ou délégué (Delegate, Receiver) et toute autre personne désignée en tant que
Secured Party en vertu de la Convention de Crédit Revolving visée ci-dessous (tel que
chacun de ces termes y est défini).








	6.	 	Obligations Garanties
	 
	 	 	
(a) Toutes les obligations de paiement quelles qu’elles soient, décrites sous le terme
“Obligations Garanties” (Revolving Credit Secured Obligations) dans l’Acte de Nantissement
de Second Rang, d’un montant en principal de 800.000.000 USD (huit cent millions de dollars
américains), tel qu’ajusté de temps à autres en application de la Convention de Crédit
Revolving (telle que définie ci-dessous), augmenté des intérêts, intérêts de retard,
commissions, frais et accessoires, du Constituant envers les Bénéficiaires (Revolving
Credit Secured Parties), au titre d’une convention de crédit intitulée Credit Agreement
(telle qu’amendée, complétée ou modifiée de temps à autre), conclue en date du 17 décembre
2010, entre NOVELIS INC., NOVELIS CORPORATION, certains affiliés de droit américain de
NOVELIS INC., NOVELIS UK LTD, NOVELIS AG, NOVELIS NORTH AMERICA HOLDINGS, INC. et NOVELIS
ACQUISITIONS LLC en tant qu’Emprunteurs (Borrowers), AV METALS INC., en tant que Garant
(Parent Guarantor) et certains de ses affiliés en tant que Filiales Garantes (Subsidiary
Guarantors), les parties agissant en tant que Prêteurs (Lenders), BANK OF AMERICA, N.A., en
tant qu’Agent des Sûretés (Collateral Agent), Prêteur (U.S. Swingline Lender) et Agent des
Prêteurs (Administrative Agent), et THE ROYAL BANK OF SCOTLAND PLC en tant que Prêteur
(European Swingline Leader), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, en tant
qu’Arrangeurs (Lead Arrangers) et MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
CITIGROUP GLOBAL MARKETS, INC., J.P. MORGAN SECURITIES LLC, RBS SECURITIES, INC., UBS
SECURITIES LLC, en tant que teneurs de Livres (Joint Bookmanagers), en ce compris les
autres documents financiers (Loan Documents) prévus par cette convention (la “Convention de
Crédit Revolving”); et, sans duplication,







37









 




(b) toutes les obligations de paiement, quelles qu’elles soient, du Constituant envers l’Agent des
Sûretés du Prêt Revolving (Revolving Credit Collateral Agent), au titre de la clause 11.24
(Parallel Debt) de la Convention de Crédit Revolving, augmentées des intérêts de retard,
commissions, frais et accessoires encourus au titre de l’exercice de ses droits aux termes des
Documents de Crédit (Loan Documents) ou de tout autre document relatif à, ou garantissant, ces
obligations.




Le 17 décembre 2010,




en trois (3) exemplaires originaux.




NOVELIS INC.




représentée par :




Signature :                                         







38









 








Translation for information purposes only




STATEMENT OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT



(Subject to the provisions of article L. 211-20 of the French Financial and Monetary Code (Code
monétaire et financier))





	1.	 	Pledgor






	 	 	NOVELIS INC., a company formed under the Canadian Business Corporations Act (the
“Pledgor”), hereby grants a second priority pledge over the special financial securities
account described below pursuant to the terms and conditions of the Second Priority Pledges
Agreement, dated as of December 17, 2010, by and among the Pledgor, NOVELIS FOIL FRANCE
S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing Company and
Securities Account Holder, the Revolving Credit Secured Parties as beneficiaries of the
Second Priority Pledges, and BANK OF AMERICA, N.A., acting on its behalf as beneficiary and
for the account and on behalf of the Revolving Credit Secured Parties as French Collateral
Agent (the “Second Priority Pledges Agreement”).






	2.	 	Issuing Company






	 	 	NOVELIS PAE S.A.S., a société par actions simplifiée unipersonnelle whose registered office
is located at 725 rue Aristide Bergès, 38340 Voreppe, France, registered with the Grenoble
Trade and Companies Register under the number 421 528 555.






	3.	 	Details concerning the special account set up for the pledge as required by article L. 211-20
of the French Financial and Monetary Code






	 	(a)	 	Financial securities account






	 	-	 	Account Holder: the Issuing Company
	 
	 	-	 	Account number: 13 quater






	 	(b)	 	Cash account






	 	-	 	Cash account holder: Commerzbank Aktiengesellschaft, Succursale de Paris






	 	-	 	Account number: 00118415900 EUR




39









 












	4.	 	Financial securities defined by article L. 211-1, II of the French Financial and Monetary
Code initially registered in the special pledged account






	 	-	 	Type: shares
	 
	 	-	 	Form: registered
	 
	 	-	 	Number: 8,000






	5.	 	Revolving Credit Secured Parties
	 
	 	 	The Administrative Agent, the Collateral Agent, each other Agent, the Lenders, the Issuing
Banks, any Secured Bank Product Provider, Receiver or Delegate and any other Person which
is or becomes a “Secured Party” within the meaning of the Revolving Credit Agreement (as
each of these capitalized terms is defined in the Revolving Credit Agreement defined
below).








	6.	 	Revolving Credit Secured Obligations
	 
	 	 	(a) All the payment obligations described as the “Revolving Credit Secured Obligations” in
the Second Priority Pledges Agreement being USD 800,000,000 (eight hundred USD millions) in
principal (as adjusted from time to time in accordance with the provisions of the Revolving
Credit Agreement defined below), plus interest, interest for late payment, fees, costs and
expenses and any other sums owed by the Pledgor to the Revolving Credit Secured Parties
under that certain credit agreement dated as of December 17, 2010 among the Loan Parties,
the Revolving Credit Lenders, and BANK OF AMERICA, N.A. as Collateral Agent, BANK OF
AMERICA, N.A., as US Swingline Lender and Administrative Agent, and THE ROYAL BANK OF
SCOTLAND PLC as European Swingline Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Lead Arrangers and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
CITIGROUP GLOBAL MARKETS, INC., J.P. MORGAN SECURITIES, RBS SECURITIES, INC., UBS
SECURITIES LLC, as Joint Bookmanagers, as amended, restated, supplemented or modified from
time to time, to the extent permitted by this agreement and the Intercreditor Agreement,
and the other Loan Documents (the “Revolving Credit Agreement”); and, without duplication,

	 
	 	 	
(b) All present and future obligations and liabilities owing or incurred by the Pledgor as
a Loan Party to the Revolving Credit Collateral Agent under clause 11.24 (Parallel Debt) of
the Revolving Credit Agreement, including all costs, charges and expenses incurred by the
Revolving Credit Collateral Agent in connection with the protection, preservation or
enforcement of its rights under the Loan Documents (as the case may be) or any other
document evidencing or securing any such liabilities.







on December 17, 2010,







40









 







in three (3) original copies




Novelis INC.




represented by:




Signature:                                         








41









 








SCHEDULE B BIS




ATTESTATION DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS


(Soumise aux dispositions de l’article L. 211-20 du Code monétaire et financier)





	1.	 	Novelis PAE S.A.S., représentée par son Président, agissant en qualité de Société
Emettrice et de Teneur du Compte Nanti, certifie et atteste, par la présente, que :






	1.1	 	les 8.000 actions de Novelis PAE S.A.S. détenues par Novelis Inc. (le “Constituant”),






	 	-	 	désignées dans la déclaration de nantissement de compte titres financiers signée le
17 décembre 2010 par le Constituant (la “Déclaration de Nantissement”),






	 	-	 	représente la totalité des actions émises par la Société Emettrice, et






	 	-	 	ont été virées au compte spécial de nantissement n° 13 quater ouvert au nom du
Constituant sur nos livres (le “Compte Nanti”) ;






	1.2	 	ledit compte titres financiers fait l’objet d’un nantissement de second rang en faveur de
l’Agent des Sûretés Français (French Collateral Agent) pour le compte des Bénéficiaires
(Revolving Credit Secured Parties) en garantie des Obligations Garanties (Revolving Credit
Secured Obligations) telles que définies dans l’acte de nantissement de compte titres
financiers de second rang intitulé Second Priority Pledge Agreement signé le 17 décembre 2010
en langue anglaise entre le Constituant du Nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS
PAE S.A.S. ET NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Émettrice et
Teneur de Compte, et les parties financières (Revolving Credit Secured Parties) agissant en
tant que Bénéficiaires des nantissements de second rang et BANK OF AMERICA, N.A., agissant
pour son compte en tant que Bénéficiaire et au nom et pour le compte des Bénéficiaires en tant
qu’Agent des Sûretés Français (French Collateral Agent) (l’“Acte de Nantissement de Second
Rang”) et porte mention expresse dudit nantissement de second rang; et






	1.3	 	aucun autre nantissement n’est inscrit à la date de la présente attestation sur les
titres désignés dans la Déclaration de Nantissement, en dehors d’un nantissement de premier
rang inscrit en faveur des bénéficiaires identifiés dans un acte de nantissement de comptes
titres financiers de premier rang signé le 17 décembre 2010, en langue anglaise entre NOVELIS
INC., en tant que Constituant du nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE S.A.S.
et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Emettrice et Teneur de
Compte, les parties financières (Term Loan Secured Parties) agissant en tant que bénéficiaires
des nantissements de premier rang et Bank of America, N.A., agissant pour son compte en tant
que bénéficiaire et au nom et pour le compte des Bénéficiaires en tant qu’Agent des Sûretés
Français (French Collateral Agent).




42









 












	2.	 	Une copie certifiée conforme de ce compte spécial faisant apparaître ce virement est
annexée à la présente attestation de constitution de nantissement.
	 
	3.	 	Nous accusons réception de l’Acte de Nantissement de Second Rang et de la Déclaration de
Nantissement et prenons acte du fait que :






	 	-	 	les dividendes en numéraire et les intérêts afférents aux titres financiers
figurant au Compte Nanti, ainsi que le produit du remboursement ou de l’amortissement
desdits titres financiers, devront être versés sur le compte bancaire spécial dont les
coordonnées seront communiquées à l’Agent des Sûretés et à la Société Emettrice;






	 	-	 	le Constituant n’est pas autorisé à disposer des titres financiers inscrits dans le
Compte Nanti.






	4.	 	En notre qualité de Teneur de Compte, nous acceptons d’exercer la mission de contrôle
résultant de ce qui précède.





le 17 décembre, 2010




en un (1) exemplaire original.




Novelis PAE S.A.S.




Teneur de Compte




représentée par :




Signature:                                         




P.J. Copie du compte spécial d’actionnaire








43









 








Translation for information purposes only




CERTIFICATE OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT



(Subject to the provisions of article L. 211-20 of the French Financial and Monetary Code (Code
monétaire et financier))





	1.	 	Novelis PAE S.A.S., represented by its President, acting in its capacity as Issuing
Company and Securities Account Holder, hereby certifies and attests that:






	1.1	 	the 8,000 shares of Novelis PAE S.A.S. held by Novelis Inc. (the “Pledgor”)






	 	-	 	referred to in the statement of pledge over a financial securities account signed
on December 17, 2010 by the Pledgor (the “Statement of Pledge”),






	 	-	 	represent all of the outstanding shares issued by the Issuing Company, and






	 	-	 	have been registered in the special account n° 13 quater opened in our books in the
name of the Pledgor (the “Pledged Account”);






	1.2	 	the said financial securities account is subject to a second priority pledge in favor of
the French Collateral Agent for the benefit of the Revolving Credit Secured Parties as
security for the Revolving Credit Secured Obligations as defined in the Second Priority
Pledges Agreement entered into on December 17, 2010, by and among the Pledgor, NOVELIS FOIL
FRANCE S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing Company
and Securities Account Holder, and BANK OF AMERICA, N.A., acting on its behalf as beneficiary
and for the account and on behalf of the Revolving Credit Secured Parties as French Collateral
Agent (the “The Second Priority Pledges Agreement”) and that the Second Priority Pledges is
expressly mentioned on that account;






	1.3	 	no other security interest is registered on the financial securities mentioned in the
Statement of Pledge at the date hereof, save the First Priority Pledge registered in favor of
the Term Loan Secured Parties identified in the First Priority Pledge Agreement of financial
securities dated December 17, 2010 entered into among NOVELIS INC. acting as Pledgor, NOVELIS
FOIL FRANCE S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing
Company and Securities Account Holder, the Term Loan Secured Parties as beneficiaries of the
First Priority Pledges and 17, acting on its behalf as Beneficiary and for the account and on
behalf of the Term Loan Secured Parties as French Collateral Agent.






	2.	 	A copy certified as a true copy of the share register evidencing this transfer is
attached to the present Certificate of Pledge.






	3.	 	We hereby acknowledge receipt of the Statement of Pledge and the Pledge Agreement and we
also acknowledge that:




44









 












	 	-	 	all interests and dividends paid in cash in respect of the financial securities
registered in the Pledged Account, together with the proceeds resulting from the
repayment or redemption thereof, shall be paid to the special bank account the details
of which are set forth in the Statement of Pledge;






	 	-	 	the Pledgor is not authorized to dispose of the financial securities registered in
the Pledged Account.






	4.	 	In our capacity as Securities Account Holder of the Pledged Account, we hereby give our
consent to the above.





Made as of December 17, 2010




in one (1) original copy




Novelis PAE S.A.S.




Account Holder




Represented by:




Signature:                                         




Attachment: copy of the special shareholder account








45









 








SCHEDULE C




DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS


(Soumise aux dispositions de l’article L.211-20 du Code monétaire et financier)





	1.	 	Constituant du Gage






	 	 	NOVELIS INC., une société de droit Canadien relevant du “Canada Business Corporations Act”,
constitue un nantissement de second rang sur le compte titres financiers décrit ci-dessous,
selon les termes et conditions de l’acte de nantissement de comptes titres financiers de
second rang intitulé Second Priority Pledges Agreement signé le 17 décembre 2010 en langue
anglaise entre le Constituant du nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE
S.A.S. et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Émettrice et
Teneur de Compte, les parties financières (Revolving Credit Secured Parties) agissant en
tant que Bénéficiaires des nantissements de second rang et BANK OF AMERICA, N.A., agissant
pour son compte en tant que Bénéficiaire et au nom et pour le compte des Bénéficiaires en
tant qu’Agent des Sûretés Français (French Collateral Agent) (l’“Acte de Nantissement de
Second Rang”).






	2.	 	Société Emettrice






	 	 	NOVELIS LAMINES FRANCE S.A.S., une société par actions simplifiée unipersonnelle, dont le
siège social est situé 8-10-12 allée Prométhée, Les Propylées II, 28.000 Chartres, France,
et immatriculée au registre du commerce et des sociétés de Chartres sous le numéro 343 066
403.






	3.	 	Eléments d’identification du compte spécial constitué en gage prévu à l’article L. 211-20 du
Code monétaire et financier






	 	(a)	 	Compte titres financiers






	 	-	 	Teneur de Compte : la Société Emettrice
	 
	 	-	 	Numéro de compte : 30 quater






	 	(b)	 	Compte espèces pour les fruits et produits






	 	-	 	Teneur de compte : Commerzbank Aktiengesellschaft, Succursale de Paris






	 	-	 	Numéro de compte : 00118413400 EUR




46









 












	4.	 	Titres financiers définis par l’article L. 211-1 II du Code monétaire et financier
initialement inscrits dans le compte spécial constitué en gage






	 	-	 	Nature : actions
	 
	 	-	 	Forme : nominative
	 
	 	-	 	Nombre : 200.000






	5.	 	Bénéficiaires
	 
	 	 	
L’Agent des Sûretés (Collateral Agent), l’Agent des Prêteurs (Administrative Agent), chaque
autre Agent (Agent), les Prêteurs (Lenders), les Banques Émettrices (Issuing Banks), toute
personne fournissant des produits bancaires (Secured Bank Product Provider), ainsi que tout
autre représentant, mandataire ou délégué (Delegate, Receiver) et toute autre personne
désignée en tant que Secured Party en vertu de la Convention de Crédit Revolving visée
ci-dessous (tel que chacun de ces termes y est défini).








	6.	 	Obligations Garanties
	 
	 	 	
(a) Toutes les obligations de paiement quelles qu’elles soient, décrites sous le terme
“Obligations Garanties” (Revolving Credit Secured Obligations) dans l’Acte de Nantissement
de Second Rang, d’un montant en principal de 800. 000.000 USD (huit cent millions de
dollars américains), tel qu’ajusté de temps à autres en application de la Convention de
Crédit Revolving (telle que définie ci-dessous), augmenté des intérêts, intérêts de retard,
commissions, frais et accessoires, du Constituant envers les Bénéficiaires (Revolving
Credit Secured Parties), au titre d’une convention de crédit intitulée Credit Agreement
(telle qu’amendée, complétée ou modifiée de temps à autre), conclue en date du 17 décembre
2010, entre NOVELIS INC., NOVELIS CORPORATION, certains affiliés de droit américain de
NOVELIS INC., NOVELIS UK LTD, NOVELIS AG, NOVELIS NORTH AMERICA HOLDINGS, INC. et NOVELIS
ACQUISITIONS LLC en tant qu’Emprunteurs (Borrowers), AV METALS INC., en tant que Garant
(Parent Guarantor) et certains de ses affiliés en tant que Filiales Garantes (Subsidiary
Guarantors), les parties agissant en tant que Prêteurs (Lenders), BANK OF AMERICA, N.A., en
tant qu’Agent des Sûretés (Collateral Agent), Prêteur (U.S. Swingline Lender) et Agent des
Prêteurs (Administrative Agent), et THE ROYAL BANK OF SCOTLAND en tant que Prêteur
(European Swingline Lender), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, en tant
qu’Arrangeurs (Lead Arrangers) et MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
CITIGROUP GLOBAL MARKETS, INC., J.P. MORGAN SECURITIES LLC, RBS SECURITIES, INC., UBS
SECURITIES LLC, en tant que teneurs de Livres (Joint Bookmanagers), en ce compris les
autres documents financiers (Loan Documents) prévus par cette convention (la “Convention de
Crédit Revolving”); et, sans duplication,







47









 







	 	 	(b) toutes les obligations de paiement, quelles qu’elles soient, du Constituant envers
l’Agent des Sûretés du Prêt Revolving (Revolving Credit Collateral Agent), au titre de la
clause 11.24 (Parallel Debt) de la Convention de Crédit Revolving, augmentées des intérêts
de retard, commissions, frais et accessoires encourus au titre de l’exercice de ses droits
aux termes des Documents de Crédit (Loan Documents) ou de tout autre document relatif à, ou
garantissant, ces obligations.







Le 17 décembre 2010,




en trois (3) exemplaires originaux.




NOVELIS INC.




représentée par :




Signature :                                         







48









 








Translation for information purposes only




STATEMENT OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT



(Subject to the provisions of article L. 211-20 of the French Financial and Monetary Code (Code
monétaire et financier))





	1.	 	Pledgor






	 	 	NOVELIS INC., a company formed under the Canadian Business Corporations Act (the
“Pledgor”), hereby grants a second priority pledge over the special financial securities
account described below pursuant to the terms and conditions of the Second Priority Pledges
Agreement, dated as of December 17, 2010, by and among the Pledgor, NOVELIS FOIL FRANCE
S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing Company and
Securities Account Holder, the Revolving Credit Secured Parties as beneficiaries of the
Second Priority Pledges, and BANK OF AMERICA, N.A., acting on its behalf as beneficiary
and for the account and on behalf of the Revolving Credit Secured Parties as French
Collateral Agent (the “Second Priority Pledges Agreement”).






	2.	 	Issuing Company






	 	 	NOVELIS LAMINES FRANCE S.A.S., a société par actions simplifiée unipersonnelle whose
registered office is located at 8-10-12 allée Prométhée, Les Propylées II, 28.000 Chartres,
France, registered with the Chartres Trade and Companies Register under the number 343 066
403.






	3.	 	Details concerning the special account set up for the pledge as required by article L. 211-20
of the French Financial and Monetary Code






	 	(a)	 	Financial securities account






	 	-	 	Account Holder: the Issuing Company
	 
	 	-	 	Account number: 30 quater






	 	(b)	 	Cash account






	 	-	 	Cash account holder: Commerzbank Aktiengesellschaft, Succursale de Paris






	 	-	 	Account number: 00118413400 EUR




49









 












	4.	 	Financial securities defined by article L. 211-1, II of the French Financial and Monetary
Code initially registered in the special pledged account






	 	-	 	Type: shares
	 
	 	-	 	Form: registered
	 
	 	-	 	Number: 200.000






	5.	 	Revolving Credit Secured Parties
	 
	 	 	
The Administrative Agent, the Collateral Agent, each other Agent, the Lenders, the Issuing
Banks, any Secured Bank Product Provider, Receiver or Delegate and any other Person which
is or becomes a “Secured Party” within the meaning of the Revolving Credit Agreement (as
each of these capitalized terms is defined in the Revolving Credit Agreement defined
below).








	6.	 	Revolving Credit Secured Obligations
	 
	 	 	
(a) All the payment obligations described as the “Revolving Credit Secured Obligations” in
the Second Priority Pledges Agreement being USD 800,000,000 (eight hundred USD millions) in
principal (as adjusted from time to time in accordance with the provisions of the Revolving
Credit Agreement defined below), plus interest, interest for late payment, fees, costs and
expenses and any other sums owed by the Pledgor to the Revolving Credit Secured Parties
under that certain credit agreement dated as of December 17, 2010 among the Loan Parties
thereto, the Revolving Credit Lenders, and BANK OF AMERICA, N.A. as Collateral Agent, BANK
OF AMERICA, N.A., US Swingline Lender and Administrative Agent, and THE ROYAL BANK OF
SCOTLAND PLC, as European Swingline Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as Joint Lead Arrangers and MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, CITIGROUP GLOBAL MARKETS, INC., J.P. MORGAN SECURITIES, RBS SECURITIES, INC.,
UBS SECURITIES LLC, as Joint Bookmanagers, as amended, restated, supplemented or modified
from time to time, to the extent permitted by this agreement and the Intercreditor
Agreement, and the other Loan Documents (the “Revolving Credit Agreement”); and, without
duplication,

	 
	 	 	
(b) All present and future obligations and liabilities owing or incurred by the Pledgor as
a Loan Party to the Revolving Credit Collateral Agent under clause 11.24 (Parallel Debt) of
the Revolving Credit Agreement, including all costs, charges and expenses incurred by the
Revolving Credit Collateral Agent in connection with the protection, preservation or
enforcement of its respective rights under the Loan Documents (as the case may be) or any
other document evidencing or securing any such liabilities.







on December 17, 2010,







50









 







in three (3) original copies




Novelis INC.




represented by:




Signature:                                         








51









 








SCHEDULE C BIS




ATTESTATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS


(Soumise aux dispositions de l’article L. 211-20 du Code monétaire et financier)





	1.	 	Novelis Laminés France S.A.S., représentée par son Président, agissant en qualité de
Société Emettrice et de Teneur du Compte Nanti, certifie et atteste, par la présente, que :






	1.1	 	les 200.000 actions de Novelis Laminés France S.A.S. détenues par Novelis Inc. (le
“Constituant”),






	 	-	 	désignées dans la déclaration de nantissement de compte titres financiers signée le
17 décembre 2010 par le Constituant (la “Déclaration de Nantissement”),






	 	-	 	représente la totalité des actions émises par la Société Emettrice, et






	 	-	 	ont été virées au compte spécial de nantissement n° 30 quater ouvert au nom du
Constituant sur nos livres (le “Compte Nanti”) ;






	1.2	 	ledit compte titres financiers fait l’objet d’un nantissement de second rang en faveur de
l’Agent des Sûretés Français (French Collateral Agent) pour le compte des Bénéficiaires
(Revolving Credit Secured Parties) en garantie des Obligations Garanties (Revolving Credit
Secured Obligations) telles que définies dans l’acte de nantissement de compte titres
financiers de second rang intitulé Second Priority Pledge Agreement signé le 17 décembre 2010
en langue anglaise entre le Constituant du Nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS
PAE S.A.S. ET NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Émettrice et
Teneur de Compte, et les parties financières (Revolving Credit Secured Parties) agissant en
tant que Bénéficiaires des nantissements de second rang et BANK OF AMERICA, N.A., agissant
pour son compte en tant que Bénéficiaire et au nom et pour le compte des Bénéficiaires en tant
qu’Agent des Sûretés Français (French Collateral Agent) (l’“Acte de Nantissement de Second
Rang”) et porte mention expresse dudit nantissement de second rang; et






	1.3	 	aucun autre nantissement n’est inscrit à la date de la présente attestation sur les
titres désignés dans la Déclaration de Nantissement, en dehors d’un nantissement de premier
rang inscrit en faveur des bénéficiaires identifiés dans un acte de nantissement de comptes
titres financiers de premier rang signé le 17 décembre 2010, en langue anglaise entre NOVELIS
INC., en tant que Constituant du nantissement, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE S.A.S.
et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Emettrice et Teneur de
Compte, les parties financières (Term Loan Secured Parties) agissant en tant que bénéficiaires
des nantissements de premier rang et Bank of America, N.A., agissant pour son compte en tant
que bénéficiaire et au nom et pour le compte des bénéficiaires en tant qu’Agent des Sûretés
Français (French Collateral Agent).




52









 












	2.	 	Une copie certifiée conforme de ce compte spécial faisant apparaître ce virement est
annexée à la présente attestation de constitution de nantissement.






	3.	 	Nous accusons réception de l’Acte de Nantissement de Second Rang et de la Déclaration de
Nantissement et prenons acte du fait que :






	 	-	 	les dividendes en numéraire et les intérêts afférents aux titres financiers
figurant au Compte Nanti, ainsi que le produit du remboursement ou de l’amortissement
desdits instruments financiers, devront être versés sur le compte bancaire spécial
dont les coordonnées seront communiquées à l’Agent des Sûretés et à la Société
Emettrice;






	 	-	 	le Constituant n’est pas autorisé à disposer des titres financiers inscrits dans le
Compte Nanti.






	4.	 	En notre qualité de Teneur de Compte, nous acceptons d’exercer la mission de contrôle
résultant de ce qui précède.





le 17 décembre, 2010




en un (1) exemplaire original.




Novelis
LAMINES FRANCE S.A.S.




Teneur de Compte




représentée par :




Signature:                                         




P.J. Copie du compte spécial d’actionnaire








53









 








Translation for information purposes only




CERTIFICATE OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT



(Subject to the provisions of article L. 211-20 of the French Financial and Monetary Code (Code
monétaire et financier))





	1.	 	Novelis Laminés France S.A.S., represented by its President, acting in its capacity as
Issuing Company and Securities Account Holder, hereby certifies and attests that:






	1.1	 	the 200,000 shares of Novelis Laminés France S.A.S. held by Novelis Inc. (the “Pledgor”)






	 	-	 	referred to in the statement of pledge over a financial securities account signed
on December 17, 2010 by the Pledgor (the “Statement of Pledge”),






	 	-	 	represent all of the outstanding shares issued by the Issuing Company, and






	 	-	 	have been registered in the special account n° 30 ter opened in our books in the
name of the Pledgor (the “Pledged Account”);






	1.2	 	the said financial securities account is subject to a second priority pledge in favor of
the French Collateral Agent and for the benefit of the Revolving Credit Secured Parties as
security for the Revolving Credit Secured Obligations as defined in the Second Priority
Pledges Agreement entered into on December 17, 2010, by and among the Pledgor, NOVELIS FOIL
FRANCE S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing Company
and Securities Account Holder, and BANK OF AMERICA, N.A. acting on its behalf as beneficiary
and for the account and on behalf of the Revolving Credit Secured Parties as French Collateral
Agent (the “The Second Priority Pledges Agreement”) and that the Second Priority Pledges is
expressly mentioned on that account;






	1.3	 	no other security interest is registered on the financial securities mentioned in the
Statement of Pledge at the date hereof, save the First Priority Pledges registered in favor of
the Term Loan Secured Parties identified in the First Priority Pledges Agreement of financial
securities dated December 17, 2010 entered into among NOVELIS INC. acting as Pledgor, NOVELIS
FOIL FRANCE S.A.S., NOVELIS PAE S.A.S. and NOVELIS LAMINES FRANCE S.A.S., each as Issuing
Company and Securities Account Holder, the Term Loan Secured Parties as beneficiaries of the
First Priority Pledges and Bank of America, N.A., acting on its behalf as Beneficiary and for
the account and on behalf of the Term Loan Secured Parties as French Collateral Agent.






	2.	 	A copy certified as a true copy of the share register evidencing this transfer is
attached to the present Certificate of Pledge.




54









 












	3.	 	We hereby acknowledge receipt of the Statement of Pledge and the Pledge Agreement and we
also acknowledge that:






	 	-	 	all interests and dividends paid in cash in respect of the financial securities
registered in the Pledged Account, together with the proceeds resulting from the
repayment or redemption thereof, shall be paid to the special bank account the details
of which are set forth in the Statement of Pledge;






	 	-	 	the Pledgor is not authorized to dispose of the financial securities registered in
the Pledged Account.






	4.	 	In our capacity as Securities Account Holder of the Pledged Account, we hereby give our
consent to the above.





Made as of December 17, 2010




in one (1) original copy




Novelis
LAMINES FRANCE S.A.S.




Account Holder




Represented by:




Signature:                                         




Attachment: copy of the special shareholder account








55









 








SCHEDULE D




MODELE DE NOTIFICATION DE LA SURVENANCE D’UN CAS DE DEFAUT AU TENEUR DU COMPTE ESPECES


A Commerzbank Aktiengesellschaft, Succursale de Paris, agissant en qualité de Teneur du Compte
Espèces





	 	-	 	Déclaration de nantissement de compte titres financiers en date du [-] décembre
2010 (la “Déclaration de Nantissement”).






	 	-	 	Compte bancaire spécial n° [ ] ouvert dans vos livres (le “Compte Espèces”).




Messieurs,





	1.	 	Nous nous référons à l’acte de nantissement de comptes titres financiers de second rang
intitulé Second Priority Pledges Agreement signé le [-] décembre 2010 en langue anglaise entre
NOVELIS INC., en tant que Constituant du Nantissement, NOVELIS FRANCE S.A.S., NOVELIS PAE
S.A.S. et NOVELIS LAMINES FRANCE S.A.S., agissant chacune en tant que Société Émettrice et
Teneur de Compte, les parties financières (Revolving Credit Secured Parties) agissant en tant
que Bénéficiaires des nantissements de second rang et BANK OF AMERICA, N.A., agissant pour son
compte en tant que Bénéficiaire et au nom et pour le compte des Bénéficiaires en tant qu’Agent
des Sûretés Français (French Collateral Agent) (l’“Acte de Nantissement de Second Rang”),
ainsi qu’à la Déclaration de Nantissement mentionnée ci-dessus.






	2.	 	Les termes figurant en majuscules dans la présente notification ont la signification qui
leur est donnée dans l’Acte de Nantissement de Second Rang.
	 
	3.	 	Nous vous notifions la survenance d’un Cas de Défaut (Event of Default) au titre des
Obligations Garanties (Revolving Credit Secured Obligations) en vertu de l’Acte de
Nantissement de Second Rang.
	 
	4.	 	A compter du [•], le Constituant n’est donc plus autorisé à effectuer de débit sur le
Compte Espèces mentionné ci-dessus et toute somme figurant au crédit du Compte Espèces doit
être bloquée jusqu’à notification contraire de notre part.





Par [•]




Qualité [•]




Signature :                                         




56









 





Translation for information purposes only




FORM OF NOTIFICATION OF THE OCCURRENCE OF AN EVENT OF DEFAULT TO THE CASH ACCOUNT HOLDER



To Commerzbank Aktiengesellschaft, Succursale de Paris, as Cash Account Holder





	 	-	 	Statement of Pledge over a financial securities account dated December [-], 2010
(the “Statement of Pledge”).






	 	-	 	Cash Account no. [ ] opened in your books (the “Cash Account”).




Dear Sirs,





	1.	 	We refer to the Second Priority Pledges Agreement entered into on December [-], 2010 by
and among NOVELIS INC., as Pledgor, NOVELIS FOIL FRANCE S.A.S., NOVELIS PAE S.A.S. and NOVELIS
LAMINES FRANCE S.A.S., each as Issuing Company and Securities Account Holder, the Revolving
Credit Secured Parties as beneficiaries of the Second Priority Pledges, and BANK OF AMERICA,
N.A., acting as French Collateral Agent on its behalf as beneficiary and for the account and
on behalf of the Revolving Credit Secured Parties (the “Second Priority Pledges Agreement”) as
well as to the Statement of Pledge.






	2.	 	Capitalized terms used in this notification shall have the meaning ascribed to them in
the First Priority Pledges Agreement.
	 
	3.	 	We hereby notify you of the occurrence of an Event of Default in relation to the
Revolving Credit Secured Obligations pursuant to the First Priority Pledges Agreement.
	 
	4.	 	As from the date of [•], the Pledgor will therefore cease to be entitled to make any
payments from the Cash Account referred to above, and all the amounts held in such Cash
Account shall be frozen until notification to the contrary is given by us.





By [•]




In my capacity as [•]




Signature:                                         





57











 





December 17, 2010




AMONG



NOVELIS PAE S.A.S.

as Pledgor



BANK OF AMERICA, N.A.

as French Collateral Agent and Beneficiary



and



THE TERM LOAN SECURED PARTIES AND

THE REVOLVING CREDIT SECURED PARTIES

as Beneficiaries



This Agreement is entered into with the benefit of and subject to the terms of an Intercreditor

Agreement dated December 17, 2010



 





BANK ACCOUNTS PLEDGE AGREEMENT

(Acte de Nantissement de

Comptes Bancaires)

 





 









 






INDEX




	 	 	 	 	 

	1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	2. PLEDGE
	 	 	6	 
	3. OPERATION OF THE PLEDGED ACCOUNTS
	 	 	6	 
	4. PRESERVATION OF SECURITY
	 	 	7	 
	5. REPRESENTATIONS AND WARRANTIES
	 	 	7	 
	6. UNDERTAKINGS
	 	 	9	 
	7. ENFORCEMENT OF THE PLEDGE
	 	 	10	 
	8. APPLICATION OF PROCEEDS
	 	 	10	 
	9. LIABILITY TO PERFORM
	 	 	10	 
	10. COVENANT TO RELEASE
	 	 	10	 
	11. CERTIFICATES
	 	 	11	 
	12. NOTICES TO ACCOUNT HOLDERS AND COSTS
	 	 	11	 
	13. CURRENCY CONVERSION
	 	 	11	 
	14. CHANGES TO THE PARTIES
	 	 	11	 
	15. COSTS, EXPENSES, INDEMNITIES AND TAXES
	 	 	12	 
	16. NOTICES
	 	 	12	 
	17. SEVERABILITY
	 	 	13	 
	18. WAIVER, REMEDIES CUMULATIVE
	 	 	13	 
	19. ELECTION OF DOMICILE
	 	 	13	 
	20. PREVAILING AGREEMENT
	 	 	13	 
	21. LANGUAGE
	 	 	13	 
	22. DURATION
	 	 	13	 
	23. INTERCREDITOR AGREEMENT GOVERNS
	 	 	14	 
	24. GOVERNING LAW AND JURISDICTION
	 	 	14	 






i









 






SCHEDULES




	 	 	 	 	 

	SCHEDULE 1 PLEDGED ACCOUNTS
	 	 	15	 
	SCHEDULE 2 FORM OF BLOCKAGE NOTICE
	 	 	1	 
	SCHEDULE 3 FORM OF NOTIFICATION
	 	 	2	 






ii









 






THIS AGREEMENT IS MADE BY AND AMONG:





	1.	 	NOVELIS PAE S.A.S., a French société par actions simplifiée having its registered office at
725 rue Aristide Bergès, 38340 Voreppe, France, registered with the Grenoble Trade and
Companies Register under number 421 528 555, represented by a duly authorized signatory for
the purpose of this Agreement (as “Pledgor”);
	 
	2.	 	BANK OF AMERICA, N.A., a company having its principal place of business at 135 South LaSalle
Street, Suite 425, Chicago, Illinois 60603 (United States of America), acting in its capacity
as French Collateral Agent (as defined below) on its own behalf and for the account and on
behalf of the Beneficiaries (as defined below) (the “French Collateral Agent”);
	 
	3.	 	THE TERM LOAN SECURED PARTIES (including Bank of America, N.A., in its capacity as Term Loan
Collateral Agent under the parallel debt provisions set forth in the Term Loan Credit
Agreement and any person which may from time to time become a Term Loan Secured Party in
accordance with the provisions of the Term Loan Credit Agreement) (as each of these
capitalized terms is defined below), represented by the French Collateral Agent for the
purposes of this Agreement;
	 
	4.	 	THE REVOLVING CREDIT SECURED PARTIES (including Bank of America, N.A, in its capacity as
Revolving Credit Collateral Agent under the parallel debt provisions set forth in the
Revolving Credit Agreement and any person which may from time to time become a Revolving
Credit Secured Party in accordance with the provisions of the Revolving Credit Agreement) (as
each of these capitalized terms is defined below) represented by the French Collateral Agent
for the purposes of this Agreement.





WHEREAS:





	(A)	 	Pursuant to the Term Loan Credit Agreement, the Lenders have agreed to extend credit to the
Borrower in the form of Loans on the terms referred to in the Term Loan Credit Agreement and
for the purposes therein mentioned (as each of these capitalized terms is defined in the Term
Loan Credit Agreement).
	 
	(B)	 	Pursuant to clause 11.24 (Parallel Debt) of the Term Loan Credit Agreement, the Pledgor has
undertaken to pay the Term Loan Collateral Agent (as defined in the Intercreditor Agreement)
as a separate and independent obligation an amount equal to, and in the currency of, each
amount owed by it to the Term Loan Secured Parties under the Term Loan Credit Agreement and
the other Loan Documents (as defined below).
	 
	(C)	 	Pursuant to the Revolving Credit Agreement, the Lenders and the Issuing Banks have agreed to
extend credit in the form of Loans or Letters of Credit on the terms referred to in the
Revolving Credit Agreement and for the purposes therein mentioned (as each of these
capitalized terms is defined in the Revolving Credit Agreement).
	 
	(D)	 	Pursuant to clause 11.24 (Parallel Debt) of the Revolving Credit Agreement, the Pledgor has
undertaken to pay the Revolving Credit Collateral Agent (as defined in




1









 






	 	 	the Intercreditor Agreement) as a separate and independent obligation an amount equal to,
and in the currency of, each amount owed by it to the Revolving Credit Secured Parties under
the Revolving Credit Agreement and the other Loan Documents (as defined below).
	 
	(E)	 	Pursuant to the Revolving Credit Agreement, it is a condition precedent to the Credit
Extension (as defined in the Revolving Credit Agreement) that the Pledgor as security for the
due performance of the Revolving Credit Secured Obligations (as defined below) grants for the
benefit of Revolving Credit Collateral Agent and the other Revolving Credit Secured Parties a
second priority pledge over the Pledged Accounts (as defined below).
	 
	(F)	 	Pursuant to the Term Loan Credit Agreement, it is a condition precedent to the availability
of the facilities under the Term Loan Credit Agreement that the Pledgor as security for the
due performance of the Term Loan Secured Obligations (as defined below) grants for the benefit
of Term Loan Credit Collateral Agent and the other Term Loan Secured Parties a first priority
pledge over the Pledged Accounts.
	 
	(G)	 	Pursuant to the Appointment Agreement, the Beneficiaries have appointed the French Collateral
Agent in order that the French Collateral Agent be entitled to register, perform and enforce
any security interest (sûreté réelle) granted by the Pledgor in accordance with Article 2328-1
of the French Civil Code (Code Civil).





NOW, IT IS HEREBY AGREED AS FOLLOWS,





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	(a)	 	In this Agreement (including the recitals), unless otherwise specified, capitalized terms and
expressions shall have the meaning given to them in the Clause or paragraph of this Agreement
where they first appear.
	 
	(b)	 	The following terms and expressions shall have the meaning given to them below:
	 
	 	 	“Account Holder” means the bank with which the Pledgor holds a Pledged Account.
	 
	 	 	“Agreement” (or “Acte de Nantissement”) means this agreement (acte de nantissement de
comptes bancaires) together with the schedules hereto, as amended or supplemented from time
to time.
	 
	 	 	“Appointment Agreement” means that certain agreement dated on or about the date hereof by
and between, among others, Bank of America, N.A., as Revolving Credit Administrative Agent,
Revolving Credit Collateral Agent and Bank of America, N.A., as Term Loan Administrative
Agent and Term Loan Collateral Agent, Novelis Inc. as Administrative Borrower and Novelis
PAE S.A.S. (as each of these capitalized terms is defined in the Intercreditor Agreement)
(as the same may be amended, restated, supplemented or otherwise modified from time to
time).
	 
	 	 	“Beneficiaries” (or “Bénéficiaires”) means:




2









 












     (i) Bank of America as Term Loan Collateral Agent and Revolving Loan Collateral Agent,





     (ii) the other Term Loan Secured Parties, and 



     (iii) the other Revolving Credit Secured Parties.




	 	 	“Blockage Notice” means a blockage notice in the form of Schedule 2.
	 
	 	 	“Discharge Date” means the date of the occurrence of the Discharge of Senior Lien Secured
Obligations, as defined in the Intercreditor Agreement.
	 
	 	 	“Event of Default” (or “Cas de Défaut”) means an “Event of Default” as defined in the Term
Loan Credit Agreement or an “Event of Default” as defined in the Revolving Credit Agreement,
as applicable.
	 
	 	 	“French Collateral Agent” (or “Agent des Sûretés Français”) means BANK OF AMERICA N.A., or
any person which becomes French Collateral Agent in accordance with the provisions of the
Revolving Credit Agreement or the Term Loan Credit Agreement, as applicable.
	 
	 	 	“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the
date hereof by and among the parties thereto, the Administrative Agent, the Collateral
Agent, the Administrative Agent under the Revolving Credit Agreement and the Collateral
Agent under the Revolving Credit Agreement, and such other persons as may become party
thereto from time to time pursuant to the terms thereof, as the same may be amended,
restated, supplemented or otherwise modified from time to time..
	 
	 	 	“Loan Documents” shall have the meaning set forth in the Term Loan Credit Agreement and the
Revolving Credit Agreement, as applicable.
	 
	 	 	“Loan Parties” means the persons designated as Loan Parties under the Term Loan Credit
Agreement and the Revolving Credit Agreement.
	 
	 	 	“Pledge” means the pledge (nantissement) created over the Pledged Accounts by virtue of this
Agreement.
	 
	 	 	“Pledged Accounts” means the bank accounts maintained by the Pledgor with the Account
Holders, the references of which are set out in Schedule 1 hereto.
	 
	 	 	“Revolving Credit Agreement” (or “Convention de Crédit Revolving”) means the Credit
Agreement dated on or about the date of this Agreement (as amended, restated or otherwise
modified from time to time) between, amongst others, Novelis Inc., as “Parent Borrower”,
Novelis Corporation, as “U.S. Borrower”, and the other U.S. Subsidiaries of Parent Borrower
party thereto as “U.S. Borrowers”, Novelis UK Ltd, as “U.K. Borrower”, Novelis AG, as “Swiss
Borrower”, Novelis North America Holdings, Inc., and Novelis Acquisitions LLC as
“Borrowers”, AV METALS INC., as “Parent Guarantor”, the “Other Guarantors” party thereto,
the lenders party thereto, and Bank of America, N.A., as “Issuing Bank”, “U.S. Swingline
Lender”, “Administrative Agent” and “Collateral Agent” (all as defined therein).




3









 






	 	 	“Revolving Credit Secured Obligations” means the “Secured Obligations” as defined in the
Revolving Credit Agreement, including all present and future obligations and liabilities of
the Pledgor as a Loan Party to the Revolving Credit Collateral Agent under clause 11.24
(Parallel debt) of the Revolving Credit Agreement. For the avoidance of doubt, the
Revolving Credit Secured Obligations shall be limited pursuant to section 7.15 (French
Guarantor) of the Revolving Credit Agreement.
	 
	 	 	“Revolving Credit Secured Parties” means, collectively, the Revolving Credit Claimholders
(as defined in the Intercreditor Agreement).
	 
	 	 	“Secured Obligations” (or “Obligations Garanties”) means the Revolving Credit Secured
Obligations and the Term Loan Secured Obligations.
	 
	 	 	“Security Period” means the period beginning on the date hereof and ending on the Discharge
Date.
	 
	 	 	“Term Loan Credit Agreement” (or “Convention de Prêt à Terme”) means the Credit Agreement
dated on or about the date of this Agreement (as amended, restated or otherwise modified
from time to time) between, amongst others, Novelis Inc., as “Borrower”, AV METALS INC., as
“Holdings”, the “Other Guarantors” party thereto, the lenders party thereto and Bank of
America, N.A. as “Administrative Agent” and “Collateral Agent” (all as defined therein).
	 
	 	 	“Term Loan Secured Obligations” means the “Secured Obligations” as defined in the Term Loan
Credit Agreement, including all present and future obligations and liabilities of the
Pledgor as a Loan Party to the Term Loan Collateral Agent under clause 11.24 (Parallel Debt)
of the Revolving Credit Agreement. For the avoidance of doubt, the Term Loan Secured
Obligations shall be limited pursuant to section 7.15 (French Guarantor) of the Term Loan
Credit Agreement.
	 
	 	 	“Term Loan Secured Parties” means, collectively, the Term Loan Secured Parties (as defined
in the Intercreditor Agreement).
	 
	(c)	 	Capitalized terms used in this Agreement (including the recitals) and not otherwise defined
herein shall have the meaning ascribed thereto in the Term Loan Credit Agreement or the
Revolving Credit Agreement, as the context may require, and shall be interpreted and construed
in accordance therewith.
	 
	1.2	 	Construction
	 
	(a)	 	In this Agreement, unless the contrary intention appears, a reference to:






	 	(i)	 	“assets” includes properties, business, undertakings, revenues and rights of
every description, present, future and contingent (including uncalled share capital)
and every kind of interest in an asset;
	 
	 	(ii)	 	“authorization” means an authorization, consent, approval, license, exemption,
filing, notarization or registration;




4









 






	 	(iii)	 	 “indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(iv)	 	a “regulation” includes any regulation, rule, order, official directive,
request or guideline (whether or not having the force of law) of any governmental body,
agency, department or regulatory, self-regulatory or other authority or organization;
	 
	 	(v)	 	a “Clause” or a “Schedule” is, unless otherwise specified, a reference to a
clause or a schedule to this Agreement;
	 
	 	(vi)	 	a provision of a law is a reference to that provision as applied, amended or
re-enacted;
	 
	 	(vii)	 	a “person” includes any person, firm, company, corporation, government, state
or agency of a state or any grouping (whether or not having separate legal personality)
or two or more of the foregoing;
	 
	 	(viii)	 	a “successor” of a person includes its permitted assignees, persons subrogated to its
rights and any persons who, under the laws of its jurisdiction of incorporation or
domicile, succeeds to its rights and obligations under this Agreement by operation of
law (in particular by virtue of a fusion or apport partiel d’actifs);
	 
	 	(ix)	 	a time of day is a reference to Paris time;
	 
	 	(x)	 	words importing the plural shall include the singular and vice versa;
	 
	 	(xi)	 	a “party” to this Agreement or other person includes, unless otherwise provided
in this Agreement, such party’s or person’s permitted successors, assignees,
transferees or substitutes;
	 
	 	(xii)	 	an “agreement” or “document” is a reference to that agreement or document as
amended, varied, novated or supplemented from time to time.






	(b)	 	The index to and the headings in this Agreement are for convenience only and are to be
ignored in construing this Agreement.
	 
	(c)	 	An Event of Default is continuing if it has not been remedied or waived.
	 
	(d)	 	Any reference to the French Collateral Agent shall be deemed as a reference to the French
Collateral Agent, acting in its own name and in the name and for the account of the
Beneficiaries in accordance with the provisions of the Loan Documents. Any reference to the
Collateral Agent shall be deemed a reference to the Term Loan Collateral Agent and the
Revolving Credit Collateral Agent (as defined in the Intercreditor Agreement).
	 
	(e)	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Term Loan Credit Agreement or the
Revolving Credit Agreement, it is the intention of the parties hereto that such terms and
provisions in such documents shall be read together and




5









 






	 	 	construed, to the fullest extent possible, to be in concert with each other. In the event of
any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and
provisions of the Term Loan Credit Agreement or the Revolving Credit Agreement, as
applicable, shall govern and control.
	 
	(f)	 	This Agreement is entered into with the benefit of and subject to the terms 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.
	 
	(g)	 	This Agreement is designated a Loan Document for the purposes of the Term Loan Credit
Agreement and the Revolving Credit Agreement.






	2.	 	PLEDGE
	 
	 	 	As security for the full payment, discharge and performance by the Pledgor of the Secured
Obligations, the Pledgor irrevocably agrees to pledge in favor of the French Collateral
Agent for the benefit of the Collateral Agent and the other Beneficiaries any receivables it
has or will have against the Account Holders under the credit balance of each Pledged
Account (including any interests generated by such credit balances), as well as any rights
and incidentals under each of the Pledged Accounts, in accordance with the provisions of
Articles 2355 et seq. of the French Code Civil and Articles L. 521-1 et seq. of the French
Code de Commerce.
	 
	3.	 	OPERATION OF THE PLEDGED ACCOUNTS
	 
	3.1	 	Operation before blockage
	 
	 	 	For so long as no Event of Default has occurred, the Pledgor shall be free, subject to the
terms of the Loan Documents and this Agreement, to credit and debit the Pledged Accounts and
to use any amounts standing to the credit thereof, provided that the Pledged Accounts shall
never present a debit balance.
	 
	3.2	 	Operation after blockage
	 
	(a)	 	Upon the occurrence of an Event of Default, the French Collateral Agent shall be entitled to
serve a Blockage Notice to each Account Holder in respect of any Pledged Account opened with
such Account Holder, with a copy to the Pledgor, and give instructions to such Account Holder
to block any such Pledged Account. Upon receipt of such Blockage Notice, no debit movement
shall be registered in such Pledged Account, except for the settlement of pending transactions
and only credit movements in such Pledged Account shall be registered.
	 
	(b)	 	It is specified that the steps set out in paragraph (a) above are not intended to close the
relevant Pledged Account: upon receipt by the Account Holder of the Blockage Notice, such
Account Holder shall no longer register debit movements on such Pledged Account, except for:






	 	(i)	 	pending transactions initiated before the receipt of the Blockage Notice and
settled after the receipt of the Blockage Notice; and
	 
	 	(ii)	 	transactions referred to in Clause 7.1.




6









 












	(c)	 	It is expressly agreed that, if and when the Event of Default mentioned in paragraph (a)
above is remedied by the Pledgor or waived by the French Collateral Agent, the relevant
Blockage Notice shall be withdrawn by the French Collateral Agent, and such Pledged Account
shall be operated freely by the Pledgor in accordance with Clause 3.1.
	 
	4.	 	PRESERVATION OF SECURITY
	 
	4.1	 	Continuing security
	 
	 	 	The security interest (nantissement) constituted by the Pledge created hereby shall extend
until the Discharge Date.
	 
	4.2	 	Additional security
	 
	 	 	This Agreement and the Pledge created hereby are in addition and without prejudice to any
other guarantees or security interests existing or to be created or granted either by the
Pledgor or any other person pursuant to the terms of the Loan Documents.
	 
	4.3	 	Security transfer
	 
	 	 	In the event of any assignment, transfer, novation or disposal of a part or all of its
rights and obligations by any Beneficiary under each and any of the Loan Documents to which
such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Pledgor
accepts, all its rights and privileges hereunder for the benefit of its successor, in
accordance with the terms of Article 1278 of the French Civil Code (Code civil) so that the
Pledge herein created will secure the Secured Obligations to the benefit of such successor,
without further formalities.
	 
	4.4	 	Amendment to the Loan Documents or the Secured Obligations
	 
	 	 	This Agreement and the Pledge created hereby is irrevocable and will remain in force until
the Discharge Date notwithstanding any amendment, restatement, renewal or extension of the
term of the Term Loan Credit Agreement, the Revolving Credit Agreement or any other Loan
Document, or any waiver thereunder or any change in the amount of credit granted pursuant to
the Loan Documents.
	 
	5.	 	REPRESENTATIONS AND WARRANTIES
	 
	5.1	 	Representations and Warranties
	 
	 	 	The Pledgor hereby represents and warrants to the French Collateral Agent and the
Beneficiaries that:
	 
	(a)	 	the Pledgor is a société par actions simplifiée duly incorporated and validly existing under
the laws of France;
	 
	(b)	 	the entry into, execution and delivery of this Agreement by the Pledgor, and the performance
of its obligations hereunder, have been duly authorized by the relevant corporate bodies and
all necessary steps have been taken to ensure such a result;




7









 






	(c)	 	the entry into, execution and delivery of this Agreement and the Pledgor’s obligations
relating thereto, do not conflict neither with any clauses of its by-laws (statuts), nor with
the provisions of any agreement to which it is a party or the applicable laws and regulations;
	 
	(d)	 	the Pledgor does not benefit from any immunity of jurisdiction or enforcement (including,
without limitation, any immunity permitting it to escape any protective measures or means of
enforcement), whether for itself or for one of its assets;
	 
	(e)	 	the Pledgor is not in a situation of suspension of payment (cessation des paiements) and no
action, measure or proceedings whatsoever have been taken or commenced or, to the Pledgor’s
knowledge, contemplated by any person for the purpose of (a) carrying out or requesting the
suspension of payments, dissolution, judicial reorganization (procédure de sauvegarde or
redressement judiciaire) or judicial liquidation or appointment of an official receiver or a
conciliator of the Pledgor or any of its assets, or (b) opening, negotiating and/or
instituting any out-of-court conciliation (amicable conciliation, ad hoc mandate) relating to
the Pledgor’s debts or any procedure of the same type or having the same purpose as provided
for by the law n°2005-845 of July 26, 2005 on the safeguard of companies;
	 
	(f)	 	any licenses or permits, and any opinions, registrations or approvals required by any
governmental authority whatsoever, necessary for the execution, validity or effectiveness of
this Agreement have been obtained, put into place, and are in full force;
	 
	(g)	 	the execution and creation of this Pledge is in the Pledgor’s corporate interest;
	 
	(h)	 	the information relating to the Pledged Accounts which is contained in this Agreement is
accurate and complete;
	 
	(i)	 	the Pledged Accounts are wholly owned by the Pledgor and are not subject to any pledge,
encumbrance, attachment, sequestration lien, delegation, assignment or any other encumbrance
or security interest of any kind (other than the Pledge or as otherwise permitted by the Loan
Documents);
	 
	(j)	 	the Pledgor is and shall remain (subject to the terms of the Loan Documents) the owner of the
sums that are or will be credited to the Pledged Accounts;
	 
	(k)	 	there are no claim or proceedings and, to its knowledge, no claim or proceedings are pending
or threatened, before any courts or arbitration panels in France or abroad with respect to the
Pledged Accounts that are not permitted under the Loan Documents; and
	 
	(l)	 	the Pledged Accounts are not subject to any other legal, contractual or judicial restriction
that are not permitted under the Loan Documents which could affect the rights of the
Beneficiaries with respect to the Pledge.




8









 






	5.2	 	Time for making representations and warranties
	 
	 	 	The representations and warranties set out in Clause 5.1 (Representations and warranties)
shall survive the execution and delivery of this Agreement and shall continue in full force
and effect until the Discharge Date.
	 
	6.	 	UNDERTAKINGS
	 
	 	 	The Pledgor hereby undertakes to the French Collateral Agent and the Beneficiaries, as from
the date hereof and throughout the Security Period:
	 
	(a)	 	to promptly provide to the French Collateral Agent all information, reports and documents in
respect of the Pledged Accounts as the French Collateral Agent may from time to time
reasonably request;
	 
	(b)	 	to promptly inform the French Collateral Agent of any disputes relating to a Pledged Account
or any other occurrence which is likely to adversely affect the Pledged Account in order to
allow the French Collateral Agent to effectively ensure that the efficacy of the Pledge is
maintained;
	 
	(c)	 	not to violate any material provision of law or any order of court or any rule, regulation or
order of any governmental agency, authority, instrumentality or regulatory body applicable to
the Pledged Accounts to which the Pledgor is a party or by which the Pledgor is bound;
	 
	(d)	 	not create, incur or permit to subsist any security interest, encumbrance or other right in
favour of third parties (other than the Pledge or as otherwise permitted under the Loan
Documents) whatsoever over any Pledged Account;
	 
	(e)	 	prior to the transfer or disposal of all or part of the Pledged Accounts to any other bank
account, to subject such new account to a bank account pledge agreement substantially in the
form of this Agreement or such other form as agreed in writing by the French Collateral Agent;
	 
	(f)	 	to promptly inform the French Collateral Agent of any attachment or any conservatory measure,
in particular any avis à tiers détenteur relating to a Pledged Account;
	 
	(g)	 	not to close the Pledged Accounts unless any remaining balance in the Account to be closed is
transferred to another bank account pledged to the Beneficiaries prior to closure and the
French Collateral Agent is notified thereof;
	 
	(h)	 	to defend its rights in respect of the Pledged Accounts against any claim or demand of any
person in order to protect the rights of the Beneficiaries over the Pledged Accounts, and to
promptly keep the French Collateral Agent informed of any such claim or demand; and
	 
	(i)	 	to, at its own expense, promptly following request by the French Collateral Agent, execute
such agreements and otherwise take whatever action the Beneficiary may reasonably require:






	 	(i)	 	to perfect the Pledge;




9









 






	 	(ii)	 	to facilitate the realisation or enforcement of the Pledge;
	 
	 	(iii)	 	to facilitate the exercise of any of the Beneficiaries’ rights, powers or
discretions under this Agreement.






	7.	 	ENFORCEMENT OF THE PLEDGE
	 
	 	 	Subject to the provisions of the Intercreditor Agreement:
	 
	7.1	 	Upon the occurrence of an Event of Default which is continuing, the French Collateral Agent
acting for its own account and for the account and on behalf of the Beneficiaries, shall be
entitled to exercise over the Pledged Accounts (or any of them) all rights, remedies and
actions whatsoever that are available to secured creditors under French law and to enforce the
Pledge in accordance with applicable laws and regulations. In particular, the French
Collateral Agent, acting for its own account and for the account and on behalf of the
Beneficiaries, shall be entitled to instruct the Account Holders (or any of them) to transfer
to it, upon its first demand, the amounts standing to the credit of the Pledged Accounts up to
the amounts that the French Collateral Agent will indicate are being due in respect of the
Secured Obligations.
	 
	7.2	 	The French Collateral Agent acting for its own account and for the account and on behalf of
the Beneficiaries shall be entitled to exercise any of the rights referred to in Clause 7.1
without being required to enforce any other rights that the French Collateral Agent and the
Beneficiaries may hold against the Pledgor or any other person under any other security
interest.
	 
	8.	 	APPLICATION OF PROCEEDS
	 
	 	 	All moneys received or recovered by the French Collateral Agent and the Beneficiaries
pursuant to this Agreement shall be applied to the repayment of the Secured Obligations, as
set out and in the order and priority set forth under the Intercreditor Agreement. The
French Collateral Agent and the Beneficiaries shall in no case be liable for the value
retained for the enforcement of the Pledge.
	 
	9.	 	LIABILITY TO PERFORM
	 
	 	 	It is expressly agreed that, notwithstanding anything to the contrary herein, the Pledgor
shall remain liable to observe and perform all of the conditions and obligations assumed by
it respectively in respect of the Pledged Accounts, and the Beneficiaries and the French
Collateral Agent shall not be under any obligation or liability by reason of, or arising out
of, this Agreement unless otherwise expressly specified herein. The Beneficiaries and the
French Collateral Agent shall not be required in any manner to perform or fulfil any
obligation of the Pledgor in respect of the Pledged Accounts, or to make any payment or to
present or file any claim or take any other action to collect or enforce the payment of any
amount to which it may have been or to which it may be entitled hereunder at any time or
times.
	 
	10.	 	COVENANT TO RELEASE
	 
	(a)	 	On or, as soon as practicable, after the Discharge Date, the Beneficiaries shall, at the cost
of the Pledgor, execute and do all such deeds, acts and things as may be




10









 






	 	 	necessary to release and discharge the Pledgor from its liability hereunder and grant a
release of the Pledge.
	 
	(b)	 	If the French Collateral Agent is authorized to release in whole or in part the Pledged
Accounts under both the Term Loan Credit Agreement and the Revolving Credit Agreement, the
French Collateral Agent is authorized to release such collateral under this Agreement.
	 
	(c)	 	The Pledge shall extend to the ultimate balance of the Secured Obligations, regardless of any
intermediate payment or discharge. The French Collateral Agent and the Beneficiaries shall be
entitled not to release the Pledge until they have been paid of all sums owed to them by the
Pledgor which are due and payable.
	 
	11.	 	CERTIFICATES
	 
	 	 	Any certification or determination by the French Collateral Agent setting forth an amount
under this Agreement is, in the absence of manifest error, prima facie evidence of the
matters to which it relates.
	 
	12.	 	NOTICES TO ACCOUNT HOLDERS AND COSTS
	 
	 	 	The Pledge shall be notified to each Account Holder pursuant to Article 2362 of the French
Code civil, by the French Collateral Agent and at the expense of the Pledgor. However, by
exception to Article 2363 of the French Code civil, until a Blockage Notice is delivered in
respect of a Pledged Account pursuant to Clause 3.2, such Pledged Account shall continue to
be operated freely and the Pledgor shall be entitled to freely credit and debit the Pledged
Account subject to the terms of the Term Loan Documents, the Revolving Credit Loan Documents
and this Agreement. This notification shall be in the form of Schedule 3.
	 
	13.	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Secured Obligations and subject to
the provisions of the Loan Documents, the French Collateral Agent and the Beneficiaries may
convert any money received, recovered or realized or subject to application by them under
this Agreement from one currency to another, as they think fit, and any such conversion
shall be effected at the relevant Beneficiary’s spot rate of exchange for the time being for
obtaining such other currency with the first currency.
	 
	14.	 	CHANGES TO THE PARTIES
	 
	(a)	 	All the rights, privileges, powers, discretions and authorities of the French Collateral
Agent and the Beneficiaries hereunder will benefit their respective successors and assignees
and all terms, conditions, representations and warranties and undertakings of the Pledgor
hereunder shall oblige its respective successors and assignees in the same manner, it being
agreed and understood that:






	 	(i)	 	the Pledgor shall not assign, transfer, novate or dispose of any of, or any
interest in its rights and/or obligations under this Agreement except as permitted
under the Loan Documents, and




11









 






	 	(ii)	 	the Beneficiaries and the French Collateral Agent shall be entitled to assign,
transfer, novate or dispose of any of, or any interest in their rights and/or
obligations hereunder to any successor in accordance with the provisions of the
relevant Loan Documents.






	(b)	 	The provisions of this Agreement and the rights arising therefrom shall remain in full force
and effect and benefit to any successors, transferees or assignees of the French Collateral
Agent or any Beneficiary, without any specific notice, registration or reiteration, in case,
inter alios, of any sale, merger, demerger, spin-off or assets contribution which the French
Collateral Agent or any Beneficiary may decide to proceed. It is expressly agreed that an
asset contribution or a partial merger within the meanings of articles L. 236-1 et sequitur of
the French Commercial Code shall be deemed to be a transfer for the purpose of the present
provision.
	 
	(c)	 	The French Collateral Agent and the Beneficiaries shall be entitled to disclose such
information concerning the Pledgor or any other person and this Agreement as they consider
appropriate to any actual or proposed direct or indirect successor or to any person to whom
information may be required to be disclosed by applicable law.
	 
	15.	 	COSTS, EXPENSES, INDEMNITIES AND TAXES
	 
	15.1	 	The Pledgor shall bear any expense which the French Collateral Agent or any Beneficiary may
incur in connection with the preparation and execution of this Agreement, as well as any
expenses incurred in connection with the preservation or enforcement of the Beneficiaries’
rights under this Agreement and the Pledge, all in accordance with the terms of the Term Loan
Credit Agreement (in respect of the Term Loan Secured Parties) and the Revolving Credit
Agreement (in respect of the Revolving Credit Secured Parties).
	 
	15.2	 	The Pledgor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the French Collateral Agent and the Beneficiaries against any action which
any of it may sustain as a consequence of any breach by the Pledgor of the provisions of this
Agreement, the exercise or purported exercise of any of the rights and powers conferred on any
of it by this Agreement or otherwise relating to any of the Pledged Accounts.
	 
	15.3	 	The Pledgor shall pay all stamp, registration and other taxes to which this Agreement, the
Pledge or any judgment given in connection with it is or at any time may be subject and shall,
from time to time, indemnify the French Collateral Agent and the Beneficiaries on demand
against any liabilities, costs, claims and expenses resulting from any failure to pay or delay
in paying any such tax.
	 
	16.	 	NOTICES
	 
	 	 	Except as specifically provided otherwise in this Agreement, all notices or other
communications under or in connection with this Agreement shall be given to each party as
specified in Section 11.01 (Notices) of the Term Loan Credit Agreement (in respect of the
Term Loan Secured Parties) and Section 11.01 (Notices) of the Revolving Credit Agreement (in
respect of the Revolving Credit Secured Parties).




12









 






	17.	 	SEVERABILITY
	 
	(a)	 	If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or
impaired.
	 
	(b)	 	In any case, if such illegality, invalidity or enforceability occurs, the parties shall
negotiate in good faith with a view to agree on the replacement of such provision by a
provision which is legal, valid and enforceable and which is to the extent applicable in
accordance with the intents and purposes of this Agreement and which in its economic effect
come as close as practicable to the provision being replaced.
	 
	18.	 	WAIVER, REMEDIES CUMULATIVE
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of any Beneficiary, any
right or remedy under this Agreement shall operate as a waiver, nor shall any single or
partial exercise of any right or remedy prevent any further or other exercise of that right
or remedy or the exercise of any other right or remedy. The rights and remedies provided in
this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
The Beneficiaries and the French Collateral Agent shall not assume any responsibility
towards the Pledgor or its legal successors, individually or generally, due to the late
exercise or failure to exercise the rights and prerogatives conferred to them by this
Agreement.
	 
	19.	 	ELECTION OF DOMICILE
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Pledgor
irrevocably elects domicile at its registered office for the purpose of serving any judicial
or extra-judicial documents in relation to any action or proceedings.
	 
	20.	 	NO AMENDMENT
	 
	 	 	The parties to this Agreement recognize that this Agreement has the sole purpose of
establishing the present security for the benefit of the French Collateral Agent and the
Beneficiaries and does not have the purpose or effect of modifying the rights and
obligations set out in any other Loan Document.
	 
	21.	 	LANGUAGE
	 
	 	 	This Agreement is executed in the English language. Notwithstanding the foregoing, all
notifications to the Account Holders shall be made in the French language only. In case of
discrepancy between the forms of notification and this Agreement, the latter shall prevail
unless this would invalidate or impair the Pledge.
	 
	22.	 	DURATION
	 
	 	 	The Pledge created pursuant to this Agreement shall remain in force until the earlier of the
following dates: (i) the Discharge Date or (ii) the date on which the French Collateral
Agent shall release the Pledge.




13









 






	23.	 	INTERCREDITOR AGREEMENT GOVERNS
	 
	 	 	Notwithstanding anything herein to the contrary, the liens and security interests granted
for the benefit of the French Collateral Agent, the Term Loan Secured Parties and the
Revolving Credit Secured Parties pursuant to this Agreement and the exercise of any right or
remedy by the French Collateral Agent and the Beneficiaries 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. Except as provided for in this
paragraph, notwithstanding anything herein to the contrary, the Term Loan Credit Agreement
and the Revolving Credit Agreement, as applicable, including Article X thereof, shall govern
and control the exercise of the remedies by the French Collateral Agent.
	 
	24.	 	GOVERNING LAW AND JURISDICTION
	 
	24.1	 	Governing Law
	 
	 	 	This Agreement and the Form of Notification shall be governed by and construed in accordance
with French law.
	 
	24.2	 	Jurisdiction
	 
	 	 	For the benefit of the French Collateral Agent and the Beneficiaries, the Pledgor agrees
that the courts of France shall have jurisdiction to settle any disputes in connection with
this Agreement and the Pledge, and accordingly submit any such disputes to the jurisdiction
of the Commercial Court of Paris (Tribunal de commerce de Paris). This Clause 24.2 is for
the benefit of the French Collateral Agent and the Beneficiaries only. As a result, nothing
in this Clause shall limit the right of any Beneficiary to bring proceedings against the
Pledgor in connection with this Agreement and/or the Pledge in any other court of competent
jurisdiction. To the extent allowed by law, the French Collateral Agent and the
Beneficiaries may take concurrent proceedings in any number of jurisdictions.





[LEFT INTENTIONALLY BLANK]



14









 





Signed in _________

On December 17, 2010


In as many original copies as parties to this Agreement




NOVELIS PAE S.A.S.

The Pledgor




Signature: ____________________




By:

Capacity:

Duly authorized for the purpose of this Agreement





BANK OF AMERICA, N.A., as

French Collateral Agent

acting on its own behalf and on behalf of the Beneficiaries




Signature: ____________________




By: r

Capacity:




15









 





SCHEDULE 1




PLEDGED ACCOUNTS



Deposit Accounts, Securities Accounts and Commodity Accounts



The information contained in this schedule represents current information as of September 30, 2010.




	 	 	 	 	 	 	 
	 	 	TYPE OF ACCOUNT	 	BANK OR INTERMEDIARY	 	ACCOUNT NUMBERS
	NOVELIS PAE

	 	EUR — Current Account
	 	BNP Paribas
	 	
	 

	 	 	 	Agence Paris La Défense	 	 
	 

	 	 	 	7, place La Défense	 	 
	 

	 	 	 	92974 Paris La Défense cedex	 	 
	 

	 	 	 	FRANCE	 	 
	 
	 	 	 	 	 	 
	NOVELIS PAE

	 	USD — Current Account
	 	HSBC
	 	
	 

	 	 	 	Agence Grands Clients	 	 
	 

	 	 	 	103, avenue des Champs Elysées	 	 
	 

	 	 	 	75149 Paris cedex 08	 	 
	 

	 	 	 	FRANCE	 	 
	 
	 	 	 	 	 	 
	NOVELIS PAE

	 	CAD — Treasury A/C
	 	HSBC
	 	
	 

	 	 	 	Agence Grands Clients	 	 
	 

	 	 	 	103, avenue des Champs Elysées	 	 
	 

	 	 	 	75149 Paris cedex 08	 	 
	 

	 	 	 	FRANCE	 	 
	 
	 	 	 	 	 	 
	NOVELIS PAE

	 	GPB — Treasury A/C
	 	HSBC
	 	
	 

	 	 	 	Agence Grands Clients	 	 
	 

	 	 	 	103, avenue des Champs Elysées	 	 
	 

	 	 	 	75149 Paris cedex 08	 	 
	 

	 	 	 	FRANCE	 	 






1









 






SCHEDULE 2




FORM OF BLOCKAGE NOTICE



To: [________], as Account Holder




Date: [________]





			
	Re:	 	






			
	-	 	Bank accounts pledge agreement dated December 17, 2010






			
	-	 	Pledged Account n° [_____________________] opened by
[________] in the books of [___________] (the “Pledged
Account”)




Dear Sirs,





	1.	 	We refer to the bank accounts pledge agreement dated December 17, 2010 (the “Agreement”) by
and among Novelis PAE S.A.S. as Pledgor, BANK OF AMERICA N.A. as French Collateral Agent and
Beneficiary and the Term Loan Secured Parties and the Revolving Credit Secured Parties as
Beneficiaries. Capitalized terms used in the Agreement shall bear the same meaning when used
herein.
	 
	2.	 	We inform you of the occurrence of an Event of Default as defined in the Agreement.
	 
	3.	 	In accordance with Clause 3.2 (Operation after Blockage) of the Agreement, we instruct you
to block the Pledged Account.
	 
	4.	 	Please note that upon receipt of this Blockage Notice, in accordance with Clause 3.2
(Operation after Blockage) of the Agreement, the Pledged Account will only register credit
movements, except for (i) the settlement of pending transactions at the date of receipt by you
of this Blockage Notice and (ii) of the provisions of Clause 7.1 of the Agreement.
	 
	5.	 	This Blockage Notice will only be withdrawn on receipt by the Account Holder of a written
notice from the French Collateral Agent that the Pledged Account can be operated freely in
accordance with Clause 3.l (Operation before blockage) of the Agreement.





Yours sincerely,




THE BENEFICIARY:




________________________

[_______________]




By: [________]




1









 





SCHEDULE 3




FORM OF NOTIFICATION



PART 1 — FORM OF NOTIFICATION





			
		 	






			
	De:	 	 BANK OF AMERICA, N.A.






			
		 	135 South LaSalle Street, Suite 425, Chicago, Illinois 60603, Etats-Unis

(“l’Agent des Sûretés”)






			
	A :	 	 [DENOMINATION SOCIALE]
Adresse]

(le “Teneur de Compte”)






			
	Date :	 	 [_____]





Objet : Convention de nantissement de comptes bancaires en date du 17 décembre 2010



Messieurs,





	1.	 	Nous nous référons à la convention de nantissement de comptes bancaires conclue le 17
décembre 2010 (la “Convention de Nantissement”) entre NOVELIS PAE S.A.S., en qualité de
constituant (le “Constituant”), BANK OF AMERICA, N.A. en qualité d’Agent des Sûretés Français
et Bénéficiaire et les autres personnes qui y sont désignées en tant que Bénéficiaires,
portant sur le nantissement des soldes de certains comptes bancaires ouverts au nom du
Constituant (incluant notamment le comptes bancaires numéro [_____] clé RIB [_____] (le
“Compte Nanti”) ouvert dans les livres du Teneur de Compte), pour sûreté et garantie du
paiement de toutes sommes dues en sa qualité de garant au titre d’une convention en langue
anglaise intitulée Term Loan Credit Agreement en date du 17 décembre 2010 d’un montant en
principal de 1500 millions de dollars américains (la “Convention de Crédit à Terme”) et d’une
convention en langue anglaise intitulée Revolving Credit Agreement en date du 17 décembre 2010
d’un montant en principal de 800 millions de dollars américains (la “Convention de Crédit
Revolving”).
	 
	2.	 	Conformément à l’article 2362 du Code civil, nous vous notifions par la présente le
nantissement constitué aux termes de la Convention de Nantissement dont une copie est jointe à
la présente.
	 
	3.	 	Il est demandé à la banque Teneur de Compte d’approuver les stipulations de la Convention de
Nantissement et en particulier les stipulations de l’Article 3.1 aux termes duquel tant qu’un
Compte Nanti n’aura pas fait l’objet d’un Avis de Blocage conformément à l’Article 3.2, ce
Compte Nanti fonctionnera librement et le Constituant pourra créditer et débiter ce Compte
Nanti librement sous réserve des stipulations de la Convention de Nantissement, de la
Convention de Crédit à Terme et de la Convention de Crédit Revolving.




2









 






	4.	 	Le Teneur de Compte devra fournir à l’Agent des Sûretés les informations portant sur le
Compte Nanti que l’Agent des Sûretés agissant de façon raisonnable pourront lui demander tout
moment.
	 
	5.	 	Le Teneur de Compte du Compte Nanti, jusqu’à réception par celui-ci d’un Avis de Blocage (qui
n’a pas été annulé conformément à 1’Article 3.2 de la Convention de Nantissement), n’est pas
tenu de surveiller ou de s’assurer que le fonctionnement du Compte Nanti est conforme à la
Convention de Crédit à Terme, à la Convention de Crédit Revolving et à la Convention de
Nantissement.
	 
	6.	 	Sans affecter les stipulations de 1’Article 3.2 de la Convention de Nantissement, le Teneur
de Compte devra, dans un délai raisonnable suivant la réception d’un Avis de Blocage ou de
toutes autres instructions écrites de l’Agent des Sûretés, agir conformément à cet Avis de
Blocage, ou à ces instructions écrites, visant à bloquer, créditer ou débiter le Compte Nanti
(le cas échéant).
	 
	7.	 	Le Teneur de Compte ne consentira à aucune modification de la convention d’ouverture de
compte portant sur le Compte Nanti sans avoir préalablement obtenu l’accord de l’Agent des
Sûretés.
	 
	8.	 	L’Agent des Sûretés ne sera pas tenu responsable pour les pertes (notamment, les pertes
indirectes), coûts, charges, indemnités, frais, dettes qui pourraient résulter de son action
ou inaction au titre de la Convention de Nantissement, sauf en cas de faute lourde,
intentionnelle ou dolosive ou de fraude de sa part.
	 
	9.	 	Le Teneur de Compte ne sera pas tenu responsable pour les pertes (notamment, les pertes
indirectes), coûts, charges, indemnités, frais, dettes qui pourraient résulter de son action
ou inaction au titre de la présente notification, sauf en cas de faute lourde, intentionnelle
ou dolosive ou de fraude de sa part.
	 
	10.	 	Le Teneur de Compte accepte de renoncer à tout droit de compensation qu’il pourrait avoir à
l’encontre du Constituant sur le Compte Nanti.
	 
	11.	 	A sa meilleure connaissance, le Teneur de Compte n’a reçu aucun avis le notifiant que le
Compte Nanti fait l’objet d’autres sûretés réelles.
	 
	12.	 	Les instructions et les autorisations contenues dans la présente lettre demeureront en
vigueur et produiront leurs pleins effets jusqu’à ce que 1’Agent des Sûretés vous délivre un
avis écrit les révoquant.
	 
	13.	 	La présente lettre est soumise au droit français.
	 
	14.	 	Nous vous remercions de bien vouloir accuser réception de la présente et d’approuver les
stipulations de la Convention de Nantissement et vous remercions de nous retourner l’un des
deux exemplaires de la présente notification à cet effet.
	 
	15.	 	Les termes en majuscule non définis dans la présente lettre auront la signification qui leur
est donnée dans la Convention de Nantissement.




Nous vous prions d’agréer, Messieurs, l’expression de nos sentiments distingués.







3









 








En deux (2) exemplaires,

Le [_____].




BANK OF AMERICA, N.A.



_____________________




L’AGENT DES SURETES



Par [__________________]



Pour accusé de réception :



____________________




LE TENEUR DE COMPTE



Par : [__________________]







4









 








PART 2 — FORM OF NOTIFICATION

(TRANSLATION FOR INFORMATION PURPOSE ONLY)





			
	From :	 	BANK OF AMERICA, N.A.,

135 South LaSalle Street, Suite 425, Chicago, Illinois 60603, United States of America

(The “French Collateral Agent”)






			
	To :	 	 [CORPORATE NAME]

[Address]

(The“Account Holder”)






			
		 	Date : [_____]





Object : Bank accounts pledge agreement dated [_____]



Dear Sirs,





	1.	 	We refer to the bank accounts pledge agreement dated [_____] (the “Pledge Agreement”) entered
into between, inter alia, NOVELIS PAE S.A.S., as Pledgor, BANK OF AMERICA N.A. as French
Collateral Agent and Beneficiary, the Term Loan Secured Parties and the Revolving Credit
Secured Parties as Beneficiaries, relating to the pledge of certain bank accounts opened in
the name of the Pledgor (including bank account n° [_____] RIB key [_____] (the “Pledged
Account”), opened in the books of the Account Holder, as security for the full payment of any
sums due as borrower under a credit agreement dated [_____]of a principal amount of [_____]
(the “Credit Agreement”).
	 
	2.	 	In accordance with Article 2362 of the French Civil Code, we hereby notify you the pledge
granted under the Pledge Agreement, a copy of which is attached to this letter.
	 
	3.	 	The Account Holder is requested to agree to the provisions of the Pledge Agreement, and in
particular the provisions of Clause 3.1 which provide that until a Blockage Notice is
delivered in respect of a Pledged Account pursuant to Clause 3.2, such Pledged Account shall
continue to be operated freely and the Pledgor shall be entitled to freely credit and debit
the Pledged Account, subject to terms of the Pledge Agreement and the Credit Agreement.
	 
	4.	 	The Account Holder will disclose to the French Collateral Agent such information relating to
the Pledged Account as the French Collateral Agent may, at any time and from time to time
reasonably, request the Account Holder to disclose to it.
	 
	5.	 	The Account Holder of the Pledged Account is under no obligation to monitor or to ensure
compliance of the operation of the Pledged Account with the Loan Documents and the Pledge
Agreement at any time prior to the Account Holders’ receipt of a Blockage Notice which has not
been withdrawn in accordance with Clause 3.2 of the Pledge Agreement.




5









 






	6.	 	Without affecting the provisions of Clause 3.2 of the Pledge Agreement, the Account Holder
will within a reasonable time of receipt of a Blockage Notice or any other written
instructions from the French Collateral Agent, act in accordance with such Blockage Notice or
written instructions to block, credit or debit the Pledged Account (as the case may require).
	 
	7.	 	The Account Holder will not agree any change to the agreement for the operation of the
Pledged Account without the written consent of the French Collateral Agent.
	 
	8.	 	The French Collateral Agent will not be responsible for any loss (including but not limited
to, indirect loss), costs, charges, damages, expenses and liabilities which may result as a
consequence of it taking any action or failing to take action under the Pledge Agreement,
except such as arises as result of any gross negligence, wilful default or fraud on the part
of the French Collateral Agent.
	 
	9.	 	The Account Holder will not be responsible for any loss (including, but not limited to,
indirect loss), costs, charges, damages, expenses and liabilities which may result as a
consequence of it taking any action or failing to take action under this notice, except such
as arises as result of any gross negligence or wilful default on the part of the Account
Holder.
	 
	10.	 	The Account Holder agrees to waive any rights of set off it may have against the Pledgor over
the Pledged Account.
	 
	11.	 	To the best of its knowledge, the Account Holder has not received notice of any other
security interest over the Pledged Account.
	 
	12.	 	The instructions and authorisations which are contained in this letter shall remain in full
force and effect until the French Collateral Agent gives you written notice revoking them;
	 
	13.	 	This letter is governed by the laws of the Republic of France.
	 
	14.	 	Please acknowledge receipt of this letter and agree to the provisions of the Pledge Agreement
by sending us back two copies of this notification.
	 
	15.	 	For the purpose of this letter, all capitalised terms defined in the Pledge Agreement shall
have the same meaning when used herein.




Yours sincerely,



In two original copies,



On [________]







6









 








BANK OF AMERICA, N.A.



_______________________________




THE FRENCH COLLATERAL AGENT



By: [________]



______________________________




THE ACCOUNT HOLDER



By: [________]





7












 





December 17, 2010




AMONG




NOVELIS PAE S.A.S.

as Chargor




BANK OF AMERICA, N.A.

as French Collateral Agent and Beneficiary




and




THE TERM LOAN SECURED PARTIES AND

THE REVOLVING CREDIT SECURED PARTIES

as Beneficiaries




This Agreement is entered into with the benefit of and subject to the terms of an Intercreditor

Agreement dated December 17, 2010




 





CHARGE OVER BUSINESS

(Acte de Nantissement de Fonds de Commerce)




 










 









 








INDEX




	 	 	 	 	 

	1. DEFINITIONS AND INTERPRETATION
	 	 	2	 
	2. CHARGE
	 	 	6	 
	3. PRESERVATION OF SECURITY
	 	 	6	 
	4. DESCRIPTION OF THE CHARGED BUSINESS
	 	 	7	 
	5. INSURANCE
	 	 	8	 
	6. REPRESENTATIONS AND WARRANTIES
	 	 	8	 
	7. UNDERTAKINGS
	 	 	10	 
	8. COVENANTS FOR FURTHER ASSURANCE
	 	 	13	 
	9. CHARGE UNDERTAKING
	 	 	13	 
	10. OBLIGATION TO PERFORM
	 	 	13	 
	11. ENFORCEMENT
	 	 	14	 
	12. APPLICATION OF PROCEEDS
	 	 	14	 
	13. CERTIFICATES
	 	 	14	 
	14. CURRENCY CONVERSION
	 	 	14	 
	15. CHANGES TO THE PARTIES
	 	 	14	 
	16. COSTS, EXPENSES, TAXES AND INDEMNITY
	 	 	15	 
	17. FILINGS — REGISTRATION
	 	 	15	 
	18. TERM AND RELEASE
	 	 	16	 
	19. MISCELLANEOUS
	 	 	16	 
	20. NOTICES
	 	 	17	 
	21. ELECTION OF DOMICILE
	 	 	17	 
	22. PREVAILING AGREEMENT
	 	 	17	 
	23. LANGUAGE
	 	 	17	 
	24. GOVERNING LAW AND JURISDICTION
	 	 	18	 
	25. INTERCREDITOR AGREEMENT GOVERNS
	 	 	18	 






i









 






SCHEDULES




	 	 	 	 	 

	SCHEDULE 1 LIST OF INTELLECTUAL PROPERTY RIGHTS
	 	 	21	 
	SCHEDULE 2 LIST OF PREMISES
	 	 	45	 
	SCHEDULE 3 DESCRIPTION OF FURNITURE, EQUIPMENTS,

                    MATERIALS AND TOOLS AS OF DECEMBER 10, 2010
	 	 	46	 






ii









 






THIS AGREEMENT IS MADE BY AND AMONG:





	1.	 	NOVELIS PAE S.A.S., a French société par actions simplifiée having its registered office at
725 rue Aristide Bergès, 38340 Voreppe, France, registered with the Grenoble Trade and
Companies Register under number 421 528 555, represented by a duly authorized signatory for
the purpose of this Agreement (as “Chargor”);
	 
	2.	 	BANK OF AMERICA N.A., a company having its principal place of business at 135 South LaSalle
Street, Suite 425, Chicago, Illinois 60603 (United States of America), acting in its capacity
as French Collateral Agent (as defined below) on its own behalf and for its own account and
for the account and on behalf of the Beneficiaries (as defined below) (the “French Collateral
Agent”);
	 
	3.	 	THE TERM LOAN SECURED PARTIES (including Bank of America, N.A., in its capacity as Term Loan
Collateral Agent under the parallel debt provisions set forth in the Term Loan Agreement and
any person which may from time to time become a Term Loan Secured Party in accordance with the
provisions of the Term Loan Credit Agreement) (as each of these capitalized terms is defined
below), represented by the French Collateral Agent for the purposes of this Agreement;
	 
	4.	 	THE REVOLVING CREDIT SECURED PARTIES (including Bank of America, N.A. in its capacity as
Revolving Credit Collateral Agent under the parallel debt provisions set forth in the
Revolving Credit Agreement and any person which may from time to time become a Revolving
Credit Secured Party in accordance with the provisions of the Revolving Credit Agreement) (as
each of these capitalized terms is defined below), represented by the French Collateral Agent
for the purposes of this Agreement.





WHEREAS:





	(A)	 	Pursuant to the Term Loan Credit Agreement, the Lenders have agreed to extend credit to the
Borrower in the form of Loans on the terms referred to in the Term Loan Credit Agreement and
for the purposes therein mentioned (as each of these capitalized terms is defined in the Term
Loan Credit Agreement).
	 
	(B)	 	Pursuant to clause 11.24 (Parallel Debt) of the Term Loan Credit Agreement, the Chargor has
undertaken to pay the Term Loan Collateral Agent (as defined in the Intercreditor Agreement)
as a separate and independent obligation an amount equal to, and in the currency of, each
amount owed by it to the Term Loan Secured Parties under the Term Loan Credit Agreement and
the other Loan Documents (as defined below).
	 
	(C)	 	Pursuant to the Revolving Credit Agreement, the Lenders and the Issuing Banks have agreed to
extend credit in the form of Loans or Letters of Credit on the terms referred to in the
Revolving Credit Agreement and for the purposes therein mentioned (as each of these
capitalized terms is defined in the Revolving Credit Agreement).
	 
	(D)	 	Pursuant to clause 11.24 (Parallel Debt) of the Revolving Credit Agreement, the Chargor has
undertaken to pay the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) as a separate and independent obligation an amount




1









 






	 	 	equal to, and in the currency of, each amount owed by it to the Revolving Credit Secured
Parties under the Revolving Credit Agreement and the other Loan Documents (as defined
below).


	(E)	 	Pursuant to the Term Loan Credit Agreement, it is a condition precedent to the availability
of the facilities under the Term Loan Credit Agreement that the Chargor as security for the
due performance of the Term Loan Secured Obligations (as defined below) grants for the benefit
of the Term Loan Collateral Agent and the other Term Loan Secured Parties a first priority
charge over its business (fonds de commerce).
	 
	(F)	 	Pursuant to the Revolving Credit Agreement, it is a condition precedent to the Credit
Extension (as defined in the Revolving Credit Agreement) that the Chargor as security for the
due performance of the Revolving Credit Secured Obligations (as defined below) grants for the
benefit of the Revolving Credit Collateral Agent and the other Revolving Credit Secured
Parties a second priority charge over its business (fonds de commerce).
	 
	(G)	 	Pursuant to the Appointment Agreement, the Beneficiaries have appointed the French Collateral
Agent in order that the French Collateral Agent be entitled to register, perform and enforce
any security interest (sûreté réelle) granted by the Chargor in accordance with Article 2328-1
of the French Code Civil.





NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	(a)	 	In this Agreement (including the recitals), unless otherwise specified, capitalized terms and
expressions shall have the meaning given to them in the Clause or paragraph of this Agreement
where they first appear.
	 
	(b)	 	The following terms and expressions shall have the meaning given to them below:
	 
	 	 	“Agreement” (or “Acte de Nantissement”) means this agreement (acte de nantissement de fonds
de commerce) together with the schedules hereto, as amended or supplemented from time to
time.
	 
	 	 	“Appointment Agreement” means that certain agreement dated on or about the date hereof by
and between, among others, Bank of America, N.A., as Revolving Credit Administrative Agent
and Revolving Credit Collateral Agent and Bank of America, N.A., as Term Loan Administrative
Agent and Term Loan Collateral Agent, Novelis Inc. as Administrative Borrower and Novelis
PAE S.A.S. (as each of these capitalized terms is defined in the Intercreditor Agreement)
(as the same may be amended, restated, supplemented or otherwise modified from time to
time).
	 
	 	 	“Beneficiaries” (or “Bénéficiaires”) means:






     (i) Bank of America as Term Loan Collateral Agent and Revolving Loan Collateral Agent,



2









 






     (ii) the other Term Loan Secured Parties, and




     (iii) the other Revolving Credit Secured Parties.




	 	 	“Charge” means the charge over the Charged Business (nantissement de fonds de commerce) as
defined in Clause 2 (Charge) of this Agreement.
	 
	 	 	“Charged Business” means the on-going business of the Chargor as defined in Clause 4 of this
Agreement.
	 
	 	 	“Discharge Date” means the date of the occurrence of the Discharge of Senior Lien Secured
Obligations, as defined in the Intercreditor Agreement.
	 
	 	 	“Event of Default” (or “Cas de Défaut”) means an “Event of Default” as defined in the Term
Loan Credit Agreement or an “Event of Default” as defined in the Revolving Credit Agreement,
as applicable.
	 
	 	 	“French Collateral Agent” (or “Agent des Sûretés Français”) means BANK OF AMERICA N.A., or
any person which becomes French Collateral Agent in accordance with the provisions of the
Term Loan Credit Agreement or the Revolving Credit Agreement, as applicable.
	 
	 	 	“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the
date hereof by and among the parties thereto, the Administrative Agent, the Collateral
Agent, the Administrative Agent under the Revolving Credit Agreement and the Collateral
Agent under the Revolving Credit Agreement, and such other persons as may become party
thereto from time to time pursuant to the terms thereof, as the same may be amended,
restated, supplemented or otherwise modified from time to time.
	 
	 	 	“Loan Documents” shall have the meaning set forth in the Term Loan Credit Agreement and the
Revolving Credit Agreement, as applicable.
	 
	 	 	“Loan Parties” means the persons designated as Loan Parties under the Term Loan Credit
Agreement and the Revolving Credit Agreement.
	 
	 	 	“Intellectual Property Rights” means the intellectual property rights listed in Schedule 1
hereto as well as any other intellectual property rights now owned or later acquired by the
Chargor from time to time during the term of this Agreement.
	 
	 	 	“Premises” means the premises listed in Schedule 2 on which the Charged Business is operated
by the Chargor.
	 
	 	 	“Revolving Credit Agreement” (or “Convention de Crédit Revolving”) means the Credit
Agreement dated on or about the date of this Agreement (as amended, restated or otherwise
modified from time to time) between, amongst others, Novelis Inc., as “Parent Borrower”,
Novelis Corporation, as “U.S. Borrower”, and the other U.S. Subsidiaries of Parent Borrower
party thereto as “U.S. Borrowers”, Novelis UK Ltd, as “U.K. Borrower”, Novelis AG, as “Swiss
Borrower”, AV METALS INC., as “Parent Guarantor”, the “Other Guarantors” party thereto, the
lenders party thereto, and Bank of America, N.A., as “Issuing Bank”, “U.S. Swingline
Lender”, “Administrative Agent” and “Collateral Agent” (all as defined therein).




3









 






	 	 	“Revolving Credit Secured Obligations” means the “Secured Obligations” as defined in the
Revolving Credit Agreement, including all present and future obligations and liabilities of
the Chargor as a Loan Party to the Revolving Credit Collateral Agent under clause 11.24
(Parallel Debt) of the Revolving Credit Agreement. For the avoidance of doubt, the Revolving
Credit Secured Obligations shall be limited pursuant to section 7.15 (French Guarantor) of
the Revolving Credit Agreement.
	 
	 	 	“Revolving Credit Secured Parties” means, collectively, the Revolving Credit Claimholders
(as defined in the Intercreditor Agreement).
	 
	 	 	“Secured Obligations” (or “Obligations Garanties”) means the Revolving Credit Secured
Obligations and the Term Loan Secured Obligations.
	 
	 	 	“Security Interest” means any mortgage, pledge, lien charge (whether fixed or floating),
assignment, hypothecation or security interest or any other agreement or arrangement having
the effect of conferring security.
	 
	 	 	“Security Period” means the period beginning on the date hereof and ending on the Discharge
Date.
	 
	 	 	“Term Loan Credit Agreement” (or “Convention de Prêt à Terme”) means the Credit Agreement
dated on or about the date of this Agreement (as amended, restated, supplemented or
otherwise modified from time to time) between, amongst others, Novelis Inc., as “Borrower”,
AV METALS INC., as “Holdings”, the “Other Guarantors” party thereto, the lenders party
thereto and Bank of America, N.A. as “Administrative Agent” and “Collateral Agent” (all as
defined therein).
	 
	 	 	“Term Loan Secured Obligations” means the “Secured Obligations” as defined in the Term Loan
Credit Agreement, including all present and future obligations and liabilities of the
Chargor as a Loan Party to the Term Loan Collateral Agent under clause 11.24 (Parallel Debt)
of the Term Loan Credit Agreement. For the avoidance of doubt, the Term Loan Secured
Obligations shall be limited pursuant to section 7.15 (French Guarantor) of the Term Loan
Credit Agreement.
	 
	 	 	“Term Loan Secured Parties” means, collectively, the Term Loan Secured Parties (as defined
in the Intercreditor Agreement).
	 
	(c)	 	Capitalized terms used in this Agreement (including the recitals) and not otherwise defined
herein shall have the meaning ascribed thereto in the Term Loan Credit Agreement or the
Revolving Credit Agreement, as the context may require, and shall be interpreted and construed
in accordance therewith.
	 
	1.2	 	Construction
	 
	(a)	 	In this Agreement, unless the contrary intention appears, a reference to:






	 	(i)	 	“assets” includes properties, business, undertakings, revenues and rights of
every description present, future and contingent (including uncalled share capital) and
every kind of interest in an asset;




4









 












	 	(ii)	 	“authorization” means an authorization, consent, approval, license, exemption,
filing, notarization or registration;
	 
	 	(iii)	 	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(iv)	 	a “regulation” includes any regulation, rule, order, official directive,
request or guideline (whether or not having the force of law) of any governmental body,
agency, department or regulatory, self-regulatory or other authority or organization;
	 
	 	(v)	 	a “Clause” or a “Schedule” is, unless otherwise specified, a reference to a
clause or a schedule to this Agreement;
	 
	 	(vi)	 	a provision of a law is a reference to that provision as applied, amended or
re-enacted;
	 
	 	(vii)	 	a “person” includes any person, firm, company, corporation, government, state
or agency of a state or any grouping (whether or not having separate legal personality)
or two or more of the foregoing;
	 
	 	(viii)	 	a “successor” of a person includes its permitted assignees, persons subrogated to its
rights and any persons who, under the laws of its jurisdiction of incorporation or
domicile, succeeds to its rights and obligations under this Agreement by operation of
law (in particular by virtue of a fusion or apport partiel d’actifs);
	 
	 	(ix)	 	a time of day is a reference to Paris time;
	 
	 	(x)	 	words importing the plural shall include the singular and vice versa;
	 
	 	(xi)	 	a party to this Agreement or other person includes, unless otherwise provided
in this Agreement, such party’s or person’s permitted successors, assignees,
transferees or substitutes;
	 
	 	(xii)	 	an “agreement” or “document” is a reference to that agreement or document as
amended, varied, novated or supplemented from time to time.






	(b)	 	The index to and the headings in this Agreement are for convenience only and are to be
ignored in construing this Agreement.
	 
	(c)	 	An Event of Default is continuing if it has not been remedied or waived.
	 
	(d)	 	Any reference to the French Collateral Agent shall be deemed as a reference to the French
Collateral Agent acting in its own name and for its own account and in the name and for the
account of the Beneficiaries in accordance with the provisions of the Loan Documents. Any
reference to the Collateral Agent shall be deemed a reference to the Term Loan Collateral
Agent and the Revolving Credit Collateral Agent (as defined in the Intercreditor Agreement).




5









 






	(e)	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Term Loan Credit Agreement or the
Revolving Credit Agreement, it is the intention of the parties hereto that such terms and
provisions in such documents shall be read together and construed, to the fullest extent
possible, to be in concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions of the Term Loan
Credit Agreement or the Revolving Credit Agreement, as applicable, shall govern and control.
	 
	(f)	 	This Agreement is entered into with the benefit of and subject to the terms 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.
	 
	(g)	 	This Agreement is designated a Loan Document for the purposes of the Term Loan Credit
Agreement and the Revolving Credit Agreement.
	 
	2.	 	CHARGE
	 
	 	 	As security for the full payment, discharge and performance by the Chargor of the Secured
Obligations, the Chargor hereby creates in favor of the French Collateral Agent for the
benefit of the Collateral Agent and the other Beneficiaries a Security Interest over the
Charged Business (nantissement de fonds de commerce) pursuant to the provisions of Article
L. 142-1 et seq. of the French Commercial Code (Code de commerce).
	 
	3.	 	PRESERVATION OF SECURITY
	 
	3.1	 	Continuing security
	 
	 	 	The Security Interest (nantissement) constituted by the Charge created hereby shall extend
until the Discharge Date.
	 
	3.2	 	Additional security
	 
	 	 	This Agreement and the Charge created hereby are in addition and without prejudice to any
other guarantees or security interests existing or to be created or granted either by the
Chargor or any other person pursuant to the terms of the Loan Documents.
	 
	3.3	 	Security transfer
	 
	 	 	In the event of any assignment, transfer, novation or disposal of a part or all of its
rights and obligations by any Beneficiary under each and any of the Loan Documents to which
such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Chargor
accepts, all its rights and privileges hereunder for the benefit of its successor, in
accordance with the terms of Article 1278 of the French Civil Code (Code civil) so that the
Charge herein created will secure the Secured Obligations to the benefit of such successor,
without further formalities.




6









 












	3.4	 	Amendment to the Loan Documents or the Secured Obligations
	 
	 	 	This Agreement and the Charge created hereby is irrevocable and will remain in force until
the Discharge Date notwithstanding any amendment, restatement, renewal or extension of the
term of the Term Loan Credit Agreement, the Revolving Credit Agreement or any other Loan
Document, or any waiver thereunder or any change in the amount of credit granted pursuant to
the Loan Documents.
	 
	4.	 	DESCRIPTION OF THE CHARGED BUSINESS
	 
	(a)	 	The security hereby granted is in respect of all of the tangible and intangible assets
comprised in the Charged Business.
	 
	(b)	 	The Charged Business is operated by the Chargor at its main office (établissement principal)
located at 725 rue Aristide Bergès, 38340 Voreppe, France, listed in Schedule 2, for which the
Chargor is registered with the Trade and Companies Registry of Grenoble under number 421 528
555.
	 
	(c)	 	The Charged Business comprises:






	 	(i)	 	the business sign (enseigne) and the business name (nom commercial) under which
the Charged Business is operated;
	 
	 	(ii)	 	all present and future Intellectual Property Rights throughout the world
including licenses over such Intellectual Property Rights (the “Charged Intellectual
Property Rights”), owned, held or used by the Chargor in connection with the operation
of the Charged Business, including all patents, trademarks and service marks, trade
names, copyrights, drawings, trade secrets, patterns and domain names, whether or not
registered, together with all registrations and applications to register the same,
including the Intellectual Property Rights listed in Schedule 1 and all income fees,
royalties, damages and payments now or hereafter due and payable with respect thereto
and rights to sue for past and present or future infringements, dilutions or other
violations thereof;
	 
	 	(iii)	 	the know-how (including, but not limited to, all manufacturing methods and
processes, technical information and corresponding documentation) from time acquired by
the Chargor in connection with its business activities;
	 
	 	(iv)	 	customers (clientèle) and goodwill relating to the Charged Business
(achalandage);
	 
	 	(v)	 	all furniture (mobilier), equipment (matériel), materials and tools
(outillage), which at present or in the future form part of, and are used in connection
with, the Charged Business and all additions, replacements or modifications which may
occur hereafter to any of these items. A list of all furniture, equipment, materials
and tools which from part of the Charged Business as of the date hereof is set forth in
Schedule 3 hereto;
	 
	 	(vi)	 	leasehold rights (droits au bail) relating to the Premises, and the Charge
shall extend to (i) any renewals or extensions thereof, (ii) the rental of any new
premises on which the Charged Business shall be operated, and (iii) those premises to
which the operation of the Charged Business may subsequently be




7









 






	 	 	 	transferred, subject to the prior written agreement of the French Collateral Agent;
and


	 	(vii)	 	all software licences (droits d’exploitation de logiciels).






	(d)	 	The rights of the French Collateral Agent and the Beneficiaries shall extend to all insurance
indemnities and other indemnities resulting from a requisition or expropriation, and any other
damages or payment which may be substituted by way of subrogation for all or any part of the
constituents of the Charged Business. As further security, the Chargor undertakes to the
French Collateral Agent and the Beneficiaries to carry out, at its own expenses, all the
formalities that may be necessary or useful to make the charge on these indemnities and
receipts enforceable against third parties.
	 
	(e)	 	The Chargor delivered to the French Collateral Agent a copy of a registry of security
interests (état des inscriptions) in connection with the Charged Business as of December 8,
2010.
	 
	5.	 	INSURANCE
	 
	5.1	 	Tangible assets
	 
	 	 	The Chargor represents that, as at the date hereof, the tangible assets used in connection
with the Charged Business are insured, in accordance with the Chargor’s standard business
practice and to the extent required under the Loan Documents, by Zurich Insurance Ireland
LTD France represented by Marsh SA under insurance policy number 00008302750D.
	 
	5.2	 	Event of Default
	 
	 	 	In the event that an Event of Default has occurred, the French Collateral Agent shall notify
the insurance company mandated to insure the Charged Business, in order to oppose payment
(faire opposition) of the insurance indemnities to the Chargor.
	 
	5.3	 	Subrogation of the Beneficiaries in the Event of a Claim
	 
	 	 	In case of damages incurred on any of the tangible assets of the Charged Business, the
French Collateral Agent and the Beneficiaries shall be subrogated in all rights and
privileges of the Chargor arising from any insurance indemnities related to the Charged
Business, without requiring any specific delegation, pursuant to Article L. 121-13 of the
French Insurance Code (Code des assurances), and shall be able, in the event of an Event of
Default, to recover the said indemnities directly, up to the amount that is due to the
French Collateral Agent and the Beneficiaries in respect of the Secured Obligations.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and Warranties
	 
	(a)	 	The Chargor hereby represents and warrants to the French Collateral Agent and the
Beneficiaries that:




8









 












	 	(i)	 	the Chargor is a société par actions simplifiée duly incorporated and validly
existing under the laws of France;
	 
	 	(ii)	 	the entry into, execution, delivery and performance by the Chargor of this
Agreement have been duly authorized by the relevant corporate bodies and all necessary
steps have been taken to ensure such a result;
	 
	 	(iii)	 	each obligation of the Chargor under the Agreement constitutes a valid
undertaking enforceable in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganisation, moratorium or other laws affecting creditors’
rights generally;
	 
	 	(iv)	 	the entry into and delivery of and the exercise of its rights and the
performance of its obligations under this Agreement do not breach or conflict with its
by-laws (statuts) nor with the provisions of any agreement to which it is a party or
the applicable laws or regulations;
	 
	 	(v)	 	the Chargor does not benefit from any immunity of jurisdiction or enforcement
(including, without limitation, any immunity permitting it to escape any protective
measures or means of enforcement), whether for itself or for one of its assets;
	 
	 	(vi)	 	the Chargor is not in a situation of suspension of payment (cessation des
paiments) and no action, measure or proceedings whatsoever have been taken or commenced
or, to the Chargor’s knowledge, contemplated by any person for the purpose of (a)
carrying out or requesting the suspension of payments, dissolution, judicial
reorganization (procédure de sauvegarde or redressement judiciaire) or judicial
liquidation or appointment of an official receiver or a conciliator of the Chargor or
one of its assets or (b) opening, negotiating and/or instituting any out-of-court
conciliation (amicable conciliation, ad hoc mandate) relating to the Chargor’s debts or
any procedure of the same type or having the same purpose as provided for by the law
n°2005-845 of July 26, 2005 on the safeguard of companies;
	 
	 	(vii)	 	the Chargor is the registered owner of the Charged Business and of its
constitutive assets, and the registered holder of the licenses included in the Charged
Business, its operations having started on December 31, 2004, on the premises located
725 rue Aristide Bergès, 38340 Voreppe, France;
	 
	 	(viii)	 	the Charged Business is insured for an adequate amount in accordance with the terms
of the Loan Documents;
	 
	 	(ix)	 	the Charged Business and the assets forming part of the Charged Business are
not subject, at the date hereof, to any Security Interest which is not permitted under
the Loan Documents;
	 
	 	(x)	 	once the requisite formalities have been complied with, the Charge created by
this Agreement shall constitute a Security Interest over the Charged Business
(conferring upon the Beneficiaries the lien set forth in articles L. 142-1 and seq. of
the French Code de commerce), valid, binding and enforceable against the Chargor and
third parties, to secure the Secured Obligations, subject to




9









 






	 	 	 	applicable bankruptcy, insolvency, reorganisation, moratorium or other laws
affecting creditors’ rights generally;


	 	(xi)	 	subject to Clause 17 hereunder, any licenses or permits, and any opinions,
registrations or approvals required by any governmental authority whatsoever, necessary
for the execution, validity or effectiveness of this Agreement have been obtained, put
into place and are in full force;
	 
	 	(xii)	 	the Charged Business constitutes the only business asset of the Chargor. As
of the date hereof, there are no other assets, secondary establishments or branches
that could be made the subject of a charge of business under this Agreement;
	 
	 	(xiii)	 	except as permitted under the Loan Documents, there are no claims or proceedings with
respect to the ownership or the validity of the assets constituting the Charged
Business and, to its knowledge, no claim or proceedings are pending or threatened
before any courts or arbitration panels in France or abroad with respect to the Charged
Business, and the Chargor has not received any notice that the Charged Intellectual
Property Rights may be void or claimed by a third party or prejudice any intellectual
property rights of any third party and, to the Chargor’s knowledge, no facts exist that
could result in such a claim;
	 
	 	(xiv)	 	except as permitted under the Loan Documents, the Charged Business is not
subject to any other legal, contractual or judicial restrictions which could affect the
transferability or the value of the Charged Business, or any portion thereof, or the
rights of the French Collateral Agent and the Beneficiaries with respect to the Charge;
	 
	 	(xv)	 	the execution and creation of this Charge is in the Chargor’s corporate
interest; and
	 
	 	(xvi)	 	the list of Intellectual Property Rights appearing as Schedule 1 hereto is
exhaustive and correct as of the date hereof.






	6.2	 	Time for making representations and warranties
	 
	 	 	The representations and warranties set forth in Clause 6.1 (Representations and Warranties)
will remain in effect after the execution and delivery of this Agreement and shall remain
applicable and in full force and effect until the Discharge Date.
	 
	7.	 	UNDERTAKINGS
	 
	 	 	The Chargor hereby undertakes to the French Collateral Agent and the Beneficiaries that, as
from the date hereof and throughout the Security Period:
	 
	(a)	 	the Chargor will not assign, transfer or otherwise dispose of the whole or any part of the
Charged Business or any of its rights whatsoever by virtue of the Charged Business, except as
permitted under the Loan Documents;
	 
	(b)	 	the Chargor will give notice, as soon as possible, to the French Collateral Agent of any
attachment or other protective measure relating to the Charged Business or to any




10









 






	 	 	of its component assets; and more generally, it will promptly notify the French Collateral
Agent of any occurrence, including any dispute, which is likely to materially affect any of
the assets forming part of the Charged Business in order to allow the French Collateral
Agent to effectively ensure that the value and efficacy of this Security Interest is
maintained;


	(c)	 	the Chargor will maintain the Security Interest created by this Agreement as a Security
Interest having a first ranking subject to Liens permitted under the Loan Documents;
	 
	(d)	 	the Chargor will keep in good condition and in full all of the materials, fixtures and
accessories of the Charged Business indicated above, subject to the normal wear and tear of
such materials caused by normal use, in each case to the extent required under the Loan
Documents;
	 
	(e)	 	the Chargor will maintain the current value of the Charged Business by ensuring (i) its
continuing operation, (ii) supply, and (iii) the upkeep of its equipment in each case to the
extent required under the Loan Documents;
	 
	(f)	 	the Chargor will not create or allow the creation of any Security Interest whatsoever, other
than the Charge, over the Charged Business or any of its elements, except those permitted
under the terms of the Loan Documents, if applicable;
	 
	(g)	 	the Chargor will notify the French Collateral Agent as soon as possible of the occurrence of
any event which is likely to have a negative effect on the rights of the French Collateral
Agent and the Beneficiaries under this Agreement or which could jeopardize the realization of
the Charge;
	 
	(h)	 	except as otherwise permitted under the Loan Documents, with respect to Charged Intellectual
Property Rights it will take all such reasonable steps and do all such acts as may be
reasonably necessary to preserve and maintain the existence and validity of any such Charged
Intellectual Property Rights and not knowingly use or permit any such Charged Intellectual
Property Rights to be used in a way which would be reasonably likely to prejudice the
interests of the French Collateral Agent and the Beneficiaries in relation to the Charged
Intellectual Property Rights;
	 
	(i)	 	except as otherwise permitted under the Loan Documents, the Chargor will not grant a license
on the Charged Intellectual Property Rights other than those that are strictly necessary to
its normal operation and that do not materially impair the value of the Charged Intellectual
Property Rights;
	 
	(j)	 	except as otherwise permitted under the Loan Documents, the Chargor will continue to carry
out the Charged Business on the Premises;
	 
	(k)	 	the Chargor will promptly inform the French Collateral Agent of the creation of any secondary
office of the Charged Business;
	 
	(l)	 	the Chargor will grant a Security Interest substantially on the terms set out herein in favor
of the French Collateral Agent and the Beneficiaries as security for the Secured Obligations
over the business of any secondary office or branch of the Charged Business opened by the
Chargor after the date hereto;




11









 






	(m)	 	in the event of a sale of the Charged Business, permitted under the Loan Documents, or
enforcement of the Charge, the Chargor shall, promptly and at its own expense, take any
actions that the French Collateral Agent may reasonably require in order to protect all or any
of the rights, powers, and remedies under all the lease agreements relating to the premises
where the Charged Business is operated;
	 
	(n)	 	the Chargor will comply with all applicable laws and regulations, where failure to comply
with such laws may affect its capacity to execute its obligations pursuant to this Agreement;
	 
	(o)	 	the Chargor will promptly provide to the French Collateral Agent all information relating to
the Charged Business which the French Collateral Agent may from time to time reasonably
require;
	 
	(p)	 	the Chargor will pay all taxes due with respect to the Charged Business, except where such
payment may in good faith be contested or where payment can lawfully be withheld and where
proper provisions have been made for such taxes in its accounts;
	 
	(q)	 	the Chargor shall take all commercially reasonable steps necessary to defend its rights in
respect of the Charged Business against any claim or demand of any person in order to protect
the rights of the French Collateral Agent and the Beneficiaries over the Charged Business, and
shall promptly keep the French Collateral Agent informed of any such claim or demand;
	 
	(r)	 	the Chargor will register the licenses over the Intellectual Property Rights with the
National Industrial Property Registry (Institut National de la Propriété Industrielle) and/or
any other relevant authority, and in general will make whatever is necessary to ensure the
enforcement of such licenses with respect to third parties, no later than thirty (30) days
following the signature of this Agreement; and
	 
	(s)	 	the Chargor shall execute from time to time any amendment to this Agreement and/or any other
document which may be reasonably required by the French Collateral Agent, acting for its own
account and on behalf of the Beneficiaries, in order to reconfirm or restate the Charge herein
constituted and to include as beneficiary of such Charge any successor or assignee, including
any person party to the Loan Documents, in the event of a substitution, merger or
restructuring in any form whatsoever of the French Collateral Agent, the Beneficiaries, the
Chargor or any entity assuming the obligations of the Chargor.
	 
	8.	 	LICENSE
	 
	 	 	For the purpose of enabling the French Collateral Agent, during the continuance of an Event
of Default, to exercise rights and remedies hereunder at such time as the French Collateral
Agent shall be lawfully entitled to exercise such rights and remedies, and for no other
purpose, the Chargor hereby grants to the French Collateral Agent an irrevocable,
non-exclusive license and, to the extent permitted under the intellectual property licenses
granting the Chargor rights in Intellectual Property Rights, sublicense (in each case,
exercisable without payment of royalties or other compensation to the Chargor) to use,
license or sublicense any of the Intellectual Property Rights now owned or hereafter
acquired by the Chargor, wherever the same may be located; provided that the quality of any
products in connection with which




12









 






	 	 	the Intellectual Property Rights 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.


	9.	 	COVENANTS FOR FURTHER ASSURANCE
	 
	 	 	The Chargor shall from time to time, at its own expenses, promptly execute and deliver all
further instruments and documents and take all further action that the French Collateral
Agent may reasonably request, in order to perfect, protect or enforce any Security Interest
to be granted or purported to be granted hereunder or to enable or facilitate the French
Collateral Agent and the Beneficiaries to exercise and enforce their rights, powers and
remedies hereunder with respect to the Charged Business. In this respect, the Chargor shall
in particular execute all documents or instruments and give all notices, orders and
directions and carry out all registrations which the French Collateral Agent may reasonably
request.
	 
	10.	 	CHARGE UNDERTAKING
	 
	10.1	 	Without prejudice to its obligations pursuant to the Loan Documents, the Chargor irrevocably
undertakes, at its own expense and at the French Collateral Agent’s first request, to take all
necessary steps and complete all necessary formalities in order to extend the effects of the
Charge to any asset newly acquired, constituted, installed or used, which are similar to any
of the assets listed in Clause 4 above and relating to any existing branch of the Chargor or
to any branch of the Chargor established after the date of this Agreement or more generally
after any commercial lease entered into during the operation of the Charged Business, provided
that the value of each single asset exceeds an amount of €15,000 and that the value of all
assets newly acquired, constituted, installed of used within a given fiscal year exceeds in
the aggregate an amount of €50,000 .
	 
	10.2	 	The extension of the effects of the Charge as contemplated in the subclause above shall
become effective with the execution of a letter amending this Agreement, provided that the
execution of such letter does not entail a novation.
	 
	11.	 	OBLIGATION TO PERFORM
	 
	 	 	It is expressly agreed that, notwithstanding anything to the contrary herein, the Chargor
shall remain liable during the Security Period to observe and perform all of the conditions
and obligations assumed by it in respect of the Charged Business, and the Beneficiaries and
the French Collateral Agent shall be under no obligation or liability by reason of, or
arising out of, this Agreement unless otherwise expressly specified herein. The
Beneficiaries and the French Collateral Agent shall not be under any obligation to, or be
required in any manner to perform or fulfill any obligation of the Chargor in respect of the
Charged Business, or to make any payment or to present or file any claim or take any other
action to collect or enforce the payment of any amount to which it may have been or to which
it may be entitled hereunder at any time or times.




13









 






	12.	 	ENFORCEMENT
	 
	 	 	Subject to the provisions of the Intercreditor Agreement:
	 
	 	 	Upon the occurrence of an Event of Default, and at any time thereafter, the French
Collateral Agent, acting for its own account and on behalf of the Beneficiaries, will be
entitled, at its sole discretion, to enforce all rights and privileges conferred on them and
to procure the enforcement of the Charge hereunder, pursuant to Articles L. 142-1 et seq. of
the French commercial code (Code de commerce). In particular, and without limiting the
generality of the foregoing, the French Collateral Agent shall have the right to request a
court order, before the Commercial Court of Grenoble, for the judicial assignment of the
Charged Business pursuant to Articles L. 143-3 to L. 143-15 of the French Commercial Code
(Code de commerce).
	 
	13.	 	APPLICATION OF PROCEEDS
	 
	 	 	The proceeds from the sale or the retention of the Charged Business pursuant to the
enforcement of this Charge shall be applied to the repayment of the Secured Obligations, as
set out and in the order and priority set forth under the Intercreditor Agreement. The
French Collateral Agent and the Beneficiaries shall in no case be liable for the value
retained for the enforcement of the Charge.
	 
	14.	 	CERTIFICATES
	 
	 	 	Any certification or determination by the French Collateral Agent setting forth an amount
under this Agreement is, in the absence of manifest error, prima facie evidence of the
matters to which it relates.
	 
	15.	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Secured Obligations and subject to
the provisions of the Loan Documents, the French Collateral Agent and the Beneficiaries may
convert any money received, recovered or realized or subject to application by them under
this Agreement from one currency to another, as they think fit, and any such conversion
shall be effected at the relevant French Collateral Agent’s or the applicable Beneficiary’s
spot rate of exchange for the time being for obtaining such other currency with the first
currency.
	 
	16.	 	CHANGES TO THE PARTIES
	 
	(a)	 	All the rights, privileges, powers, discretions and authorities of the French Collateral
Agent and the Beneficiaries hereunder will benefit their respective successors and assignees
and all terms, conditions, representations and warranties and undertakings of the Chargor
hereunder shall oblige its respective successors and assignees in the same manner, it being
agreed and understood that:






	 	(i)	 	the Chargor shall not assign, transfer, novate or dispose of any of, or any
interest in its rights and/or obligations under this Agreement except as permitted
under the Loan Documents, and
	 
	 	(ii)	 	the Beneficiaries and the French Collateral Agent shall be entitled to assign,
transfer, novate or dispose of any of, or any interest in their rights and/or




14









 






	 	 	 	obligations hereunder to any successor in accordance with the provisions of the
relevant Loan Documents.






	(b)	 	The provisions of this Agreement and the rights arising therefrom shall remain in full force
and effect and benefit to any successors, transferees or assignees of the French Collateral
Agent or any Beneficiary, without any specific notice, registration or reiteration, in case,
inter alios, of any sale, merger, demerger, spin-off or assets contribution which the French
Collateral Agent or any Beneficiary may decide to proceed. It is expressly agreed that an
asset contribution or a partial merger within the meanings of Articles L. 236-1 et sequitur of
the French Commercial Code (Code de commerce) shall be deemed to be a transfer for the purpose
of the present provision.
	 
	(c)	 	The French Collateral Agent and the Beneficiaries shall be entitled to disclose such
information concerning the Chargor or any other person and this Agreement as they consider
appropriate to any actual or proposed direct successor or to any person to whom information
may be required to be disclosed by applicable law.
	 
	17.	 	COSTS, EXPENSES, TAXES AND INDEMNITY
	 
	(a)	 	The Chargor shall bear any expense which the French Collateral Agent or any Beneficiary may
incur in connection with the preparation and execution of this Agreement, as well as any
expenses incurred in connection with the preservation or enforcement of the French Collateral
Agent and the Beneficiaries’ rights under this Agreement and the Charge, all in accordance
with the terms of the Term Loan Credit Agreement (in respect of the Term Loan Secured Parties)
and the Revolving Credit Agreement (in respect of the Revolving Credit Secured Parties).
	 
	(b)	 	The Chargor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the French Collateral Agent and the Beneficiaries against any action which
any of it may sustain as a consequence of any breach by the Chargor of the provisions of this
Agreement, the exercise or purported exercise of any of the rights and powers conferred on any
of it by this Agreement or otherwise relating to the Charged Business.
	 
	(c)	 	The Chargor shall pay all stamp, registration and other taxes to which this Agreement, the
Charge or any judgment given in connection with it is or at any time may be subject and shall,
from time to time, indemnify the French Collateral Agent and the Beneficiaries on demand
against any liabilities, costs, claims and expenses resulting from any failure to pay or delay
in paying any such Tax.
	 
	18.	 	FILINGS — REGISTRATION
	 
	(a)	 	In accordance with the provisions of Article L. 142-3 of the French Commercial Code (Code de
Commerce), this Agreement shall be registered by the French Collateral Agent with the relevant
French tax authorities (Recette des Impôts) within fifteen (15) days following the date
hereof.
	 
	(b)	 	In accordance with the provisions of Article L. 142-4 of the French Commercial Code (Code de
commerce), no later than fifteen (15) days following the execution of this Agreement, the
French Collateral Agent will register the Security Interest hereby




15









 






	 	 	granted over the Charged Business with the clerk’s office of the relevant Commercial Court
(Greffe du Tribunal de Commerce).


	(c)	 	In accordance with the provisions of Article L. 143-17 of the French commercial code (Code de
commerce), no later than fifteen (15) days following the registration referred to in Clause 17
(b) of this Agreement, the French Collateral Agent will register the Intellectual Property
Rights listed in Schedule 1 hereto with the National Industrial Property Registry (Institut
National de la Propriété Industrielle) and/or with any other registry offices.
	 
	(d)	 	Any holder of an original of this Agreement is hereby granted all powers necessary in order
to complete the registration formalities contemplated by this Agreement.
	 
	19.	 	TERM AND RELEASE
	 
	(a)	 	This Agreement shall come into force as at the date hereof and shall remain in full force and
effect until the end of the Security Period, it being specified that, in accordance with the
provisions of Article L. 143-19 of the French Commercial Code (Code de commerce) the Charge
shall be registered with the clerk office of the relevant commercial court(s) (greffe du ou
des tribunaux de commerce) for a period of ten (10) years.
	 
	(b)	 	The Chargor irrevocably and unconditionally undertakes to renew the registration of the
present Charge if, upon the expiry of the Charge, any of the Secured Obligations remains
unpaid, is not performed or discharged and the Chargor irrevocably accepts such a renewal of
the registration and, in the common interest of the parties, gives the French Collateral Agent
the irrevocable authority and power to sign all deeds and documents and complete all necessary
formalities to this end.
	 
	(c)	 	As soon as practicable after the Security Period and at the request of the Chargor, the
Beneficiaries shall execute, at the expense of the Chargor, any deed of release releasing the
Chargor from all its obligations and responsibilities under this Agreement.
	 
	(d)	 	If the French Collateral Agent is authorized to release in whole or in part the Charged
Business under both the Term Loan Credit Agreement and the Revolving Credit Agreement, the
French Collateral Agent is authorized to release such collateral under this Agreement.
	 
	(e)	 	The Charge shall extend to the ultimate balance of the Secured Obligations, regardless of any
intermediate payment or discharge. The French Collateral Agent and the Beneficiaries shall be
entitled not to release the Charge until they have been paid of all sums owed to them by the
Chargor which are due and payable.
	 
	20.	 	MISCELLANEOUS
	 
	(a)	 	No failure to exercise, nor any delay in exercising, on the part of the French Collateral
Agent or any Beneficiary, any right or remedy under this Agreement shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any further or other
exercise of that right or remedy or the exercise of any other right or remedy. The rights and
remedies provided in this Agreement are cumulative and not




16









 






	 	 	exclusive of any rights or remedies provided by law. The Beneficiaries and the French
Collateral Agent shall not assume any responsibility towards the Chargor or its legal
successors, individually or generally, due to the late exercise or failure to exercise the
rights and prerogatives conferred to them by this Agreement.


	(b)	 	The French Collateral Agent and the Beneficiaries shall not assume any responsibility for any
damage arising from the enforcement of the Agreement, or for any default or omission in the
exercise of rights under this Agreement.
	 
	(c)	 	The French Collateral Agent and the Beneficiaries shall not assume any responsibility towards
the Chargor or its legal successors, individually or generally, due to the late exercise or
the failure to exercise the rights conferred on them by this Agreement.
	 
	(d)	 	If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or
impaired.
	 
	(e)	 	In any case, if such illegality, invalidity or enforceability occurs, the parties shall
negotiate in good faith with a view to agree on the replacement of such provision by a
provision which is legal, valid and enforceable and which is to the extent applicable in
accordance with the intents and purposes of this Agreement and which in its economic effect
come as close as practicable to the provision being replaced.
	 
	21.	 	NOTICES
	 
	 	 	Except as specifically provided otherwise in this Agreement, all notices or other
communications under or in connection with this Agreement shall be given to each party as
specified in Section 11.01 (Notices) of the Term Loan Credit Agreement (in respect of the
Term Loan Secured Parties) and Section 11.01 (Notices) of the Revolving Credit Agreement (in
respect of the Revolving Credit Secured Parties).
	 
	22.	 	ELECTION OF DOMICILE
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Chargor
irrevocably elects domicile at its registered office for the purpose of serving any judicial
or extra-judicial documents in relation to any action or proceedings.
	 
	23.	 	NO AMENDMENT
	 
	 	 	The parties to this Agreement recognize that this Agreement has the sole purpose of
establishing the present security for the benefit of the French Collateral Agent and the
Beneficiaries and does not have the purpose or effect of modifying the rights and
obligations set out in any other Loan Document.
	 
	24.	 	LANGUAGE
	 
	(a)	 	This Agreement is executed in French for the purpose of the registration and filing
formalities. An English translation is provided hereto for information purposes. In the
event of any conflict between the English version and the French version, the




17









 






	 	 	French version of this Agreement shall prevail, irrespective of whether the English
translation has been signed or initialed by any of the parties to this Agreement.


	(b)	 	All notices and documents delivered under this Agreement (except, for the avoidance of
doubts, any bordereau de nantissement de fonds de commerce) shall be in English or be
accompanied by a translation into English and the party to whom any such translation is
addressed shall be entitled to rely on it as being true and correct.
	 
	25.	 	GOVERNING LAW AND JURISDICTION
	 
	25.1	 	Governing Law
	 
	 	 	This Agreement and the Charge shall be governed by and construed in accordance with French
law.
	 
	25.2	 	Jurisdiction
	 
	 	 	For the benefit of the French Collateral Agent and the Beneficiaries, the Chargor agrees
that the courts of France shall have jurisdiction to settle any disputes in connection with
this Agreement and the Charge, and accordingly, except as provided in Clause 12 hereto,
submit any such disputes to the jurisdiction of the Commercial Court of Paris (Tribunal de
commerce de Paris). This Clause 25.2 is for the benefit of the French Collateral Agent and
the Beneficiaries only. As a result, nothing in this Clause shall limit the right of any
Beneficiary to bring proceedings against the Chargor in connection with this Agreement
and/or the Charge in any other court of competent jurisdiction. To the extent allowed by
law, the French Collateral Agent and the Beneficiaries may take concurrent proceedings in
any number of jurisdictions.
	 
	26.	 	INTERCREDITOR AGREEMENT GOVERNS
	 
	 	 	Notwithstanding anything herein to the contrary, the liens and security interests granted
for the benefit of the French Collateral Agent, the Term Loan Secured Parties and the
Revolving Credit Secured Parties pursuant to this Agreement and the exercise of any right or
remedy by the French Collateral Agent and the Beneficiaries 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. Except as provided for in this
paragraph, notwithstanding anything herein to the contrary, the Term Loan Credit Agreement
and the Revolving Credit Agreement, as applicable, including Article X thereof, shall govern
and control the exercise of the remedies by the French Collateral Agent.





[LEFT INTENTIONALLY BLANK]








18









 







Executed in _______________



On December 17, 2010,



In six (6) originals including 1 original for the purposes of registration of the Security Interest
over the Charged Business with the clerk of the Commercial Court of Grenoble (Greffe du Tribunal de
Commerce), and 2 originals for the purposes of registration of the Security Interest over the
Charged Business at the National Industrial Property Registry (Institut National de la Propriété
Industrielle).




[LEFT INTENTIONALLY BLANK]







19









 








NOVELIS PAE S.A.S.,

The Chargor



Signature: _______________




By:

Capacity:

Duly authorised for the purpose of this Agreement




BANK OF AMERICA, N.A., as

French Collateral Agent

Acting on its own behalf and on behalf of the Beneficiaries



Signature: _______________




By:

Capacity:




20









 





SCHEDULE 1




LIST OF INTELLECTUAL PROPERTY RIGHTS



Trademarks



UNITED STATES TRADEMARKS:



Registrations:




	 	 	 	 	 	 	 
	OWNER NAME	 	REGISTRATION NUMBER	 	TRADEMARK	 	CASE NUMBER
	NOVELIS PAE CORPORATION
	 	1744280	 	ALPUR	 	NTM0005
	NOVELIS PAE SAS
	 	2490097	 	JUMBO 3CM	 	NTM0007





Applications: None




CANADIAN TRADEMARKS:



Registrations:




	 	 	 	 	 
	 	 	REGISTRATION	 	 
	OWNER NAME	 	NUMBER	 	TRADEMARK
	NOVELIS PAE SAS
	 	414440	 	ALPUR
	PECHINEY RHENALU
	 	179317	 	3C & DEVICE





Applications: None








21









 








OTHER COUNTRY TRADEMARKS:



Registrations:




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Trademark
	Owner Name	 	Country Name	 	Registration Number	 	Name
	PECHINEY RHENALU
	 	Algeria
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Algeria
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Australia
	 	238314
	 	3C & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Australia
	 	238315
	 	3C & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Austria
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Austria
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Austria
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Benelux
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Benelux
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Benelux
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Brazil
	 	819364991
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	China (People’s Republic)
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Czech Republic
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Denmark
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Denmark
	 	1557-84
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Egypt
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Egypt
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Finland
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Finland
	 	87869
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	France
	 	1662864
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	France
	 	94518261
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	France
	 	1389803
	 	JUMBO’S-3C (& DEVICE)
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	France
	 	013108022
	 	THINNER, WIDER, FASTER
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	France
	 	94524159
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	France
	 	003046640
	 	ALPLA
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	France
	 	093632675
	 	JETCLEANER
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	France
	 	093632676
	 	IRMA
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	France
	 	093632673
	 	AUTOPAK
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	France
	 	093680821
	 	PDBF
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Germany
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Germany
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Germany
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Greece
	 	148552
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Greece
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Greece
	 	69681
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Hungary
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Hungary
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Hungary
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	India
	 	640121
	 	ALPUR
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	India
	 	640122
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	India
	 	327162
	 	JUMBO’S-3C (& DEVICE)






22









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Trademark
	Owner Name	 	Country Name	 	Registration Number	 	Name
	PECHINEY RHENALU
	 	India
	 	265399B
	 	3C & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	India
	 	265400B
	 	3C & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Int’l Registration — Madrid Agreement / Protocol
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Int’l Registration — Madrid Agreement / Protocol
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Int’l Registration — Madrid Agreement / Protocol
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Int’l Registration — Madrid Agreement / Protocol
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Int’l Registration — Madrid Protocol Only
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Ireland
	 	103458
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Ireland
	 	103459
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Italy
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Italy
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Italy
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Japan
	 	4044101
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Japan
	 	2609703
	 	JUMBO’S-3C (& DEVICE)
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Korea, Democratic People’s Republic of
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Korea, Republic of
	 	343890
	 	ALPUR
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Korea, Republic of
	 	330558
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Liechtenstein
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Liechtenstein
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Monaco
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Monaco
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Morocco
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Morocco
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	New Zealand
	 	221245
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	New Zealand
	 	221246
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Norway
	 	82170
	 	3C & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Norway
	 	115155
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Poland
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Poland
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Portugal
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Portugal
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Romania
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Romania
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Russian Federation
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Russian Federation
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Russian Federation
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Russian Federation
	 	392045
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	San Marino
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	San Marino
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Serbia (Old Code)
	 	464250
	 	ALPLA






23









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Trademark
	Owner Name	 	Country Name	 	Registration Number	 	Name
	PECHINEY RHENALU
	 	Serbia (Old Code)
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Spain
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Spain
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Sweden
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Sweden
	 	188353
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Switzerland
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Switzerland
	 	637995
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Switzerland
	 	463652
	 	FLEXAL & DEVICE
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Taiwan
	 	700429
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Taiwan
	 	685927
	 	ALPUR
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Thailand
	 	84215
	 	ALPUR
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Thailand
	 	88798
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	United Kingdom
	 	753236
	 	ALPLA
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	United Kingdom
	 	2024864
	 	JUMBO 3CM
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Venezuela
	 	169162
	 	ALPUR
	 	 	 	 	 	 	 
	NOVELIS PAE SAS
	 	Venezuela
	 	197397
	 	ALPUR
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Venezuela
	 	67356
	 	3C & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Venezuela
	 	66677
	 	3C & DEVICE
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Viet Nam
	 	464250
	 	ALPLA
	 	 	 	 	 	 	 
	PECHINEY RHENALU
	 	Viet Nam
	 	463652
	 	FLEXAL & DEVICE





Applications:




	 	 	 	 	 	 	 
	 	 	 	 	APPLICATION	 	 
	OWNER	 	COUNTRY	 	NUMBER	 	TRADEMARK
	NOVELIS PAE SAS
	 	China (People’s Republic)	 	6965897	 	ALPUR
	NOVELIS PAE SAS
	 	India	 	1732234	 	JUMBO 3CM






24









 






Licenses



US Patents




	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Invention Title
	Novelis Inc.

	 	 	5028035	 	 	APPARATUS FOR GAS TREATMENT OF A LIQUID ALUMINUM BATH
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	5409054	 	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	5476249	 	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	5494265	 	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	6060013	 	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	6331269	 	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	6576184	 	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	6527042	 	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	6517646	 	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	7364690	 	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 
	Novelis Casthouse Technology

	 	 	5846479	 	 	Apparatus for de-gassing molten metal






25









 





Canada Patents




	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Invention Title
	Novelis Inc.

	 	 	2069802	 	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2175073	 	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2176136	 	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2251230	 	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2296749	 	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL






26









 





Other countries patents




	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	1403	 	 	African Regional Industrial Property Organization
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	648667	 	 	Australia
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	676621	 	 	Australia
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	680703	 	 	Australia
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	714284	 	 	Australia
	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	773684	 	 	Australia
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	NOT AVAIL
	 	Australia
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0517629	 	 	Austria
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0725840	 	 	Austria
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0998588	 	 	Austria
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	1133372	 	 	Austria
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	1218128	 	 	Austria
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT






27









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	1184474	 	 	Austria
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Austria
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0517629	 	 	Belgium
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0725840	 	 	Belgium
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0728222	 	 	Belgium
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0998588	 	 	Belgium
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	1133372	 	 	Belgium
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Belgium
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Belgium
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Belgium
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	PI9914503-0
	 	Brazil
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	PI0014546-7
	 	Brazil
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	64171	 	 	Bulgaria
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	45256	 	 	China
	 	PROCESS FOR PRODUCING A THIN SHEET SUITABLE FOR MAKING UP CONSTITUENT ELEMENTS OF CANS






28









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	1378490	 	 	China
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	01814794.1	 	 	China
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	02804677.3	 	 	China
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	P20020391	 	 	Croatia
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	295163	 	 	Czech Republic
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	296422	 	 	Czech Republic
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Czech Republic
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Denmark
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Denmark
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Finland
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0419378	 	 	France
	 	APPARATUS FOR GAS TREATMENT OF A LIQUID ALUMINUM BATH
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	2677284	 	 	France
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0517629	 	 	France
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2707669	 	 	France
	 	PROCESS FOR PRODUCING A THIN SHEET SUITABLE FOR MAKING UP CONSTITUENT ELEMENTS OF CANS






29









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	2711560	 	 	France
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0725840	 	 	France
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0728222	 	 	France
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0761343	 	 	France
	 	METHOD AND APPARATUS FOR STARTING A CONTINUOUS ROLL CASTER INSTALLATION
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	2742165	 	 	France
	 	METHOD FOR MAKING THIN, HIGH-STRENGTH HIGHLY FORMABLE ALUM ALLOY STRIPS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2763602	 	 	France
	 	METHOD FOR MAKING ALUMINIUM ALLOY STRIPS BY CONTINUOUS THIN GAUGE TWIN-ROLL CASTING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2766209	 	 	France
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1056560	 	 	France
	 	ALUMINIUM ALLOY STRIPS WITH HIGH SURFACE HOMOGENEITY AND METHOD FOR MAKING SAME
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1062065	 	 	France
	 	METHOD AND DEVICE FOR CONTROLLING THE THICKNESS PROFILE OF A METAL STRIP RESULTING FROM CONTINUOUS CASTING
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	1133372	 	 	France
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	2784608	 	 	France
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	France
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2799399	 	 	France
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2805827	 	 	France
	 	Method for the production of an aluminium alloy for the fabrication of drink can bodies with enhanced resistance to sidewall abuse






30









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	1184474	 	 	France
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2813316	 	 	France
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2820350	 	 	France
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	France
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2836154	 	 	France
	 	THIN STRIPS MADE OF ALUMINIUM-IRON ALLOY
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1483422	 	 	France
	 	THIN STRIPS MADE OF ALUMINIUM-IRON ALLOY
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2839518	 	 	France
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	France
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2843974	 	 	France
	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	France
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0523205	 	 	France
	 	MEASUREMENT DEVICE FOR ROLL GAP CONTROL AND PROCESS FOR ITS OPERATION
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0625387	 	 	France
	 	STRIP CASTING MACHINE FOR METALS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0517629	 	 	Germany
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0725840	 	 	Germany
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING






31









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	0728222	 	 	Germany
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0916066	 	 	Germany
	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0998588	 	 	Germany
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1133372	 	 	Germany
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Germany
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Germany
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Germany
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1483422	 	 	Germany
	 	THIN STRIPS MADE OF ALUMINIUM-IRON ALLOY
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Germany
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Germany
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0517629	 	 	Greece
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0725840	 	 	Greece
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1133372	 	 	Greece
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Greece
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT






32









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	1184474	 	 	Greece
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Greece
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Greece
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	224556	 	 	Hungary
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0013891	 	 	Indonesia
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	27886	 	 	Iran
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0517629	 	 	Italy
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0725840	 	 	Italy
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0728222	 	 	Italy
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0761343	 	 	Italy
	 	METHOD AND APPARATUS FOR STARTING A CONTINUOUS ROLL CASTER INSTALLATION
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0916066	 	 	Italy
	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0998588	 	 	Italy
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1056560	 	 	Italy
	 	ALUMINIUM ALLOY STRIPS WITH HIGH SURFACE HOMOGENEITY AND METHOD FOR MAKING SAME






33









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Pechiney Rhenalu

	 	 	1133372	 	 	Italy
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	1218128	 	 	Italy
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Italy
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	1358029	 	 	Italy
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Italy
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Italy
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0309394	 	 	Italy
	 	ROLLING MILL STAND OR CONTINUOUS CASTING STAND
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	3107912	 	 	Japan
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	3754069	 	 	Japan
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	3790543	 	 	Japan
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	698335	 	 	Korea, Republic of
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0517629	 	 	Liechtenstein
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0725840	 	 	Liechtenstein
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0916066	 	 	Liechtenstein
	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH






34









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	1133372	 	 	Liechtenstein
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Liechtenstein
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Liechtenstein
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Liechtenstein
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Liechtenstein
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Liechtenstein
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1133372	 	 	Luxembourg
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Luxembourg
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Luxembourg
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Luxembourg
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Luxembourg
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	MY122535A
	 	Malaysia
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	224959	 	 	Mexico
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	233818	 	 	Mexico
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE






35









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0517629	 	 	Netherlands
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0725840	 	 	Netherlands
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	0728222	 	 	Netherlands
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1133372	 	 	Netherlands
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Netherlands
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Netherlands
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Netherlands
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	302868	 	 	Norway
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	309577	 	 	Norway
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	322601	 	 	Norway
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	196009	 	 	Poland
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	198450	 	 	Poland
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Poland
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI






36









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	1504130	 	 	Portugal
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Portugal
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Romania
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Romania
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2252106	 	 	Russia
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2254392	 	 	Russia
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2288068	 	 	Russia
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2301274	 	 	Russia
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	 	 	 	Russia
	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0725840	 	 	Slovenia
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Slovenia
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Slovenia
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2002/2644	 	 	South Africa
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2006/00425	 	 	South Africa
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI






37









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0517629	 	 	Spain
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0725840	 	 	Spain
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0728222	 	 	Spain
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	0998588	 	 	Spain
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1133372	 	 	Spain
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Spain
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Spain
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Spain
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Spain
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Spain
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Sweden
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Sweden
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0517629	 	 	Switzerland
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0725840	 	 	Switzerland
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING






38









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	0916066	 	 	Switzerland
	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1133372	 	 	Switzerland
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	Switzerland
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Switzerland
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Switzerland
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1504130	 	 	Switzerland
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	Switzerland
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	200200918	 	 	Turkey
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	Turkey
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	Turkey
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0517629	 	 	United Kingdom
	 	PROCESS AND PLANT FOR AUTOMATIC CASTING OF SEMI-FINISHED PRODUCTS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0725840	 	 	United Kingdom
	 	LADLE FOR THE FILTRATION OF LIQUID METAL OVER A FILTER MEDIUM WITH IMPROVED HEATING
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0728222	 	 	United Kingdom
	 	LADLE FOR PROCESSING MOLTEN METAL WITH MINIMAL SPACE REQUIREMENTS AND IMPROVED PERFORMANCE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0916066	 	 	United Kingdom
	 	ROTARY GAS DISPERSION DEVICE FOR TREATING A LIQUID ALUMINIUM BATH






39









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Patent Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	0998588	 	 	United Kingdom
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1133372	 	 	United Kingdom
	 	TILTING TANK FOR PROCESSING LIQUID METAL AND DEVICE FOR SEALED CONNECTION WITH FIXED CHUTE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1218128	 	 	United Kingdom
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1184474	 	 	United Kingdom
	 	Method for manufacturing very thin aluminum-iron Alloy strips
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1358029	 	 	United Kingdom
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1483422	 	 	United Kingdom
	 	THIN STRIPS MADE OF ALUMINIUM-IRON ALLOY
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	1644545	 	 	United Kingdom
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI






40









 





US applications




	 	 	 	 	 
	Registered Owner	 	Application Number	 	Invention Title
	Novelis Inc.

	 	10/514165
	 	DEVICE FOR THE IN-LINE TREATMENT OF
LIQUID METAL BY MEANS OF GAS AND
FILTRATION
	 
	 	 	 	 
	Novelis Inc.

	 	10/565219
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI






41









 





Canada applications




	 	 	 	 	 	 	 
	Registered Owner	 	Application Number	 	Invention Title
	Novelis Inc.

	 	 	2532585	 	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2495766	 	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 
	Novelis Casthouse Technology

	 	 	2205336	 	 	APPARATUS FOR DE-GASSING MOLTEN METALl
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2386372	 	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2438038	 	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 
	Novelis Inc.

	 	 	2354828	 	 	METHOD FOR MANUFACTURING VERY THIN ALUMINUM-IRON ALLOY STRIPS






42









 





Other countries applications




	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Application Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	225-02	 	 	Venezuela
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	250/2003	 	 	United Arab Emirates
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	102/2002	 	 	United Arab Emirates
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	P374638	 	 	Poland
	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	20060508	 	 	Norway
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	20021602	 	 	Norway
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	20030932	 	 	Norway
	 	METHOD FOR MANUFACTURING VERY THIN ALUMINUM-IRON ALLOY STRIPS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	20033477	 	 	Norway
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2005/002119	 	 	Mexico
	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	2004-532234	 	 	Japan
	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2006/520859	 	 	Japan
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu & Aluminium Pechiney

	 	 	2000-503251	 	 	Japan
	 	INERT TANK FOR TREATING OXIDABLE LIQUID METAL
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	2001-527943	 	 	Japan
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT






43









 






	 	 	 	 	 	 	 	 	 
	Registered Owner	 	Application Number	 	Country	 	Invention Title
	Novelis Inc.

	 	 	156732	 	 	Israel
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	2002-00645	 	 	India
	 	ROLL FOR THE CONTINUOUS CASTING OF METAL STRIPS COMPRISING A COOLING CIRCUIT
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	367/DELNP/06
	 	India
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	0308864	 	 	France
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	03758283.0	 	 	European Patent Convention
	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	 	200480021003.8	 	 	China
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	PI0207027-8
	 	Brazil
	 	METHOD AND DEVICE FOR REFRACTORY DRESSING OF ROLLS OF A METAL STRIP CONTINUOUS CASTING MACHINE
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	PI0113532-5
	 	Brazil
	 	METHOD FOR MANUFACTURING VERY THIN ALUMINUM-IRON ALLOY STRIPS
	 
	 	 	 	 	 	 	 	 
	Novelis Inc.

	 	PI0412775-7
	 	Brazil
	 	FOILS OR THIN SHEETS OF ALLOY AL-FE-SI
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	PI0310028-6
	 	Brazil
	 	DEVICE FOR THE IN-LINE TREATMENT OF LIQUID METAL BY MEANS OF GAS AND FILTRATION
	 
	 	 	 	 	 	 	 	 
	Pechiney Rhenalu

	 	 	2003274293	 	 	Australia
	 	DEVICE FOR INJECTING A TREATMENT GAS INTO A MOLTEN METAL







44









 





SCHEDULE 2




LIST OF PREMISES



	 	 	 
	Adress of the Premises	 	Clerk’s office of the
	of the Chargor	 	relevant Commercial Court
	725 rue Aristide Bergès
	 	Nouveau Palais de Justice
	38340 Voreppe
	 	Place Firmin Gautier BP 150
	France
	 	38019 Grenoble Cedex 1
	 
	 	France






45









 






SCHEDULE 3




DESCRIPTION OF FURNITURE, EQUIPMENTS, MATERIALS AND TOOLS AS OF DECEMBER 10, 2010



Intangibles




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	10,12,10	 
	 	 	 	 	 	 	Net book value	 
	 	 	 	 	 	 	EUR	 
	 	61660729	 	 	GAP SENSOR
	 	 	1 482,56	 
	 	61660730	 	 	ALLIGATOR NOZZLE
	 	 	2 321,87	 
	 	61660969	 	 	GENERAFI COMPTA
	 	 	55,10	 
	 	61661002	 	 	AUTOCAD LT 2007 BE
	 	 	280,59	 
	 	61661021	 	 	RSLOGIX 5000 RSVIEW
	 	 	1 247,27	 
	ADONIX	 	ADONIX Licences
	 	 	6 620,83	 
	ADONIX	 	Adonix frais développement
	 	 	121 576,43	 
	 	61661029	 	 	ADONIX Avt 2 - 5% fin recette
	 	 	2 823,01	 
	 	61661027	 	 	SAGE — sessions secondaires
	 	 	6 115,41	 
	 	61661028	 	 	SAGE — sessions secondaires
	 	 	323,94	 
	 	61661030	 	 	ADONIX - 5% fin Garantie
	 	 	1 715,65	 
	 	61661031	 	 	VISUAL STUDIO 2010 PROFESSIONAL
	 	 	569,67	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	TOTAL:
	 	 	145 132,34	 






Tangibles




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	10,12,10	 
	 	 	 	 	 	 	Net book value	 
	 	 	 	 	 	 	EUR	 
	 	61660987	 	 	CONTREFORME GOULOTTE JET CLEANER
	 	 	2 148,60	 
	 	61661023	 	 	Outillage PDBF -mise conformité contreforme
	 	 	5 585,40	 
	 	61661025	 	 	Contreforme PDBF 5T/H
	 	 	3 582,18	 
	 	61661024	 	 	Outillage CFF 9” & 12”
	 	 	2 064,02	 
	 	61661034	 	 	DEFIBRILATEUR
	 	 	905,39	 
	 	61661026	 	 	PE2900 III QUAD CORE XEON
	 	 	1 166,67	 
	 	61661027	 	 	CILMATISEUR SERVEUR
	 	 	2 353,94	 
	 	61661031	 	 	DELL E5400 ordinateur
	 	 	371,18	 
	 	61661032	 	 	DELL E5401ordinateur
	 	 	742,36	 
	 	61661033	 	 	DELL E5510 ordinateur
	 	 	1 262,00	 
	 	61661034	 	 	DELL E5510 ordinateur
	 	 	1 262,00	 
	 	61661035	 	 	DELL E5510 ordinateur
	 	 	1 262,00	 
	 	61661036	 	 	DELL E5510 ordinateur
	 	 	1 262,00	 
	 	61661037	 	 	DELL E5510 ordinateur
	 	 	1 262,00	 
	 	61661038	 	 	OPTIFLEX 780 SF écran+ordinateur
	 	 	823,00	 






46









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	10,12,10	 
	 	 	 	 	 	 	Net book value	 
	 	 	 	 	 	 	EUR	 
	 	61661039	 	 	OPTOMA VIDEOPROJECTEUR E18
	 	 	1 312,00	 
	 	61660961	 	 	MOBILIER SALLE REUNION E18
	 	 	1 869,50	 
	 	61660963	 	 	ETANCHEITE SALLE REUNION E18 (Agencement)
	 	 	899,49	 
	 	61660964	 	 	EXTRACTION SALLE REUNION E18 (système ventilation)
	 	 	434,41	 
	 	61660965	 	 	EQUIPT ELECTR-INFORM SALLE REUNION E18
	 	 	2 915,39	 
	 	61660966	 	 	PEINTURE SALLE REUNION E18
	 	 	3 610,82	 
	 	61660967	 	 	STORES SALLE REUNION E19
	 	 	367,97	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	TOTAL:
	 	 	37 462,32	 







47











 





December 17, 2010




AMONG




NOVELIS PAE S.A.S.

as Pledgor




BANK OF AMERICA, N.A.

as French Collateral Agent and Beneficiary




and




THE TERM LOAN SECURED PARTIES and

THE REVOLVING CREDIT SECURED PARTIES

as Beneficiaries




This Agreement is entered into with the benefit of and subject to the terms of an Intercreditor

Agreement dated December 17, 2010




 





PLEDGE OF RECEIVABLES

(Acte de Nantissement de

Créances)



 





 









 





INDEX




	 	 	 	 	 	 	 

	1.
	 	DEFINITION AND INTERPRETATION	 	 	2	 
	2.
	 	PLEDGE	 	 	7	 
	3.
	 	UNDERTAKING TO PLEDGE	 	 	7	 
	4.
	 	PRESERVATION OF SECURITY	 	 	7	 
	5.
	 	NOTICE TO DEBTORS; COLLECTION AND RECOVERY	 	 	8	 
	6.
	 	REPRESENTATIONS AND WARRANTIES	 	 	9	 
	7.
	 	UNDERTAKINGS	 	 	10	 
	8.
	 	COVENANTS FOR FURTHER ASSURANCE	 	 	12	 
	9.
	 	LIABILITY TO PERFORM	 	 	12	 
	10.
	 	ENFORCEMENT OF THE PLEDGE	 	 	13	 
	11.
	 	APPLICATION OF PROCEEDS	 	 	13	 
	12.
	 	DELIVERY OF DOCUMENTS	 	 	13	 
	13.
	 	COVENANT TO RELEASE	 	 	13	 
	14.
	 	CERTIFICATES	 	 	14	 
	15.
	 	COSTS, EXPENSES, INDEMNITIES AND TAXES	 	 	14	 
	16.
	 	CURRENCY CONVERSION	 	 	15	 
	17.
	 	CHANGES TO THE PARTIES	 	 	15	 
	18.
	 	SEVERABILITY	 	 	15	 
	19.
	 	NOTICES	 	 	16	 
	20.
	 	PREVAILING AGREEMENT	 	 	16	 
	21.
	 	LANGUAGE	 	 	16	 
	22.
	 	WAIVERS, REMEDIES CUMULATIVE	 	 	16	 






i









 






	 	 	 	 	 	 	 

	23.
	 	DURATION	 	 	17	 
	24.
	 	ELECTION OF DOMICILE	 	 	17	 
	25.
	 	INTERCREDITOR AGREEMENT GOVERNS	 	 	17	 
	26.
	 	GOVERNING LAW AND JURISDICTION	 	 	17	 






ii









 






SCHEDULES




	 	 	 	 	 	 	 

	SCHEDULE 1
	 	LIST OF PLEDGED RECEIVABLES	 	 	20	 
	SCHEDULE 2
	 	FORM OF SUPPLEMENTAL PLEDGE AGREEMENT	 	 	22	 
	SCHEDULE 3
	 	FORM OF NOTICE OF THE PLEDGE OF RECEIVABLES AND OF THE OCCURRENCE OF AN EVENT OF DEFAULT	 	 	29	 






iii









 






THIS AGREEMENT IS MADE BY AND AMONG:





	1.	 	NOVELIS PAE S.A.S., a French société par actions simplifiée having its registered office at
725 rue Aristide Bergès, 38340 Voreppe, France, registered with the Grenoble Trade and
Companies Register under number 421 528 555, represented by a duly authorized signatory for
the purpose of this Agreement (acting the “Pledgor”);
	 
	2.	 	BANK OF AMERICA, N.A., a company having its principal place of business at 135 South LaSalle
Street, Suite 425, Chicago, Illinois 60603 (United States of America), acting in its capacity
as French Collateral Agent (as defined below) on its own behalf and for the account and on
behalf of the Beneficiaries (as defined below) (the “French Collateral Agent”);
	 
	3.	 	THE TERM LOAN SECURED PARTIES (including Bank of America, N.A., in its capacity as Term Loan
Collateral Agent under the parallel debt provision set forth in the Term Loan Credit Agreement
and any person which may from time to time become a Term Loan Secured Party in accordance with
the provisions of the Term Loan Credit Agreement) (as each of these capitalized terms is
defined below), represented by the French Collateral Agent for the purposes of this Agreement;
	 
	4.	 	THE REVOLVING CREDIT SECURED PARTIES (including Bank of America, N.A., in its capacity as
Revolving Credit Collateral Agent under the parallel debt provisions set forth in the
Revolving Credit Agreement and any person which may from time to time become a Revolving
Credit Secured Party in accordance with the provisions of the Revolving Credit Agreement) (as
each of these capitalized terms is defined below), represented by the French Collateral Agent
for the purposes of this Agreement.





WHEREAS:





	(A)	 	Pursuant to the Term Loan Credit Agreement, the Lenders have agreed to extend credit to the
Borrower in the form of Loans on the terms referred to in the Term Loan Credit Agreement, and
for the purposes therein mentioned (as each of these capitalized terms is defined in the Term
Loan Credit Agreement).
	 
	(B)	 	Pursuant to clause 11.24 (Parallel Debt) of the Term Loan Credit Agreement, the Pledgor has
undertaken to pay the Term Loan Collateral Agent (as defined in the Intercreditor Agreement)
as a separate and independent obligation an amount equal to, and in the currency of, each
amount owed by it to the Term Loan Secured Parties under the Term Loan Credit Agreement and
the other Loan Documents (as defined below).
	 
	(C)	 	Pursuant to the Revolving Credit Agreement, the Lenders and the Issuing Banks have agreed to
extend credit in the form of Loans or Letters of Credit on the terms referred to in the
Revolving Credit Agreement and for the purposes therein mentioned (as each of these
capitalized terms is defined in the Revolving Credit Agreement).




1









 












	(D)	 	Pursuant to clause 11.24 (Parallel Debt) of the Revolving Credit Agreement, the Pledgor has
undertaken to pay the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) as a separate and independent obligation an amount equal to, and in the currency
of, each amount owed by it to the Revolving Credit Secured Parties under the Revolving Credit
Agreement and the other Loan Documents (as defined below).
	 
	(E)	 	Pursuant to the Term Loan Credit Agreement, it is a condition precedent to the availability
of the facilities under the Term Loan Credit Agreement that the Pledgor as security for the
due performance of the Term Loan Secured Obligations (as defined below) grants for the benefit
of the Term Loan Collateral Agent and the other Term Loan Secured Parties a first priority
pledge over the Receivables (as defined below) acquired since the date of execution of the
previous pledge over receivables.
	 
	(F)	 	Pursuant to the Revolving Credit Agreement, it is a condition precedent to the Credit
Extension (as defined in the Revolving Credit Agreement) that the Pledgor as security for the
due performance of the Revolving Credit Secured Obligations (as defined below) grants for the
benefit of the Revolving Credit Collateral Agent and the other Revolving Credit Secured
Parties a second priority pledge over the Receivables (as defined below) acquired since the
date of execution of the previous pledge over receivables.
	 
	(G)	 	Pursuant to the Appointment Agreement, the Beneficiaries have appointed the French Collateral
Agent in order that the French Collateral Agent be entitled to register, perform and enforce
any security interest (sûreté réelle) granted by the Pledgor in accordance with Article 2328-1
of the French Civil Code (Code civil).





NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	DEFINITION AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	(a)	 	In this Agreement (including the recitals), unless otherwise specified, capitalized terms and
expressions shall have the meaning given to them in the Clause or paragraph of this Agreement
where they first appear.
	 
	(b)	 	The following terms and expressions shall have the meaning given to them below:
	 
	 	 	“Agreement” (or “Acte de Nantissement”) means this agreement (acte de nantissement) together
with the schedules hereto, as amended or supplemented from time to time.
	 
	 	 	“Appointment Agreement” means that certain agreement dated on or about the date hereof by
and between, among others, Bank of America, N.A., as Revolving Credit Administrative Agent
and Revolving Credit Collateral Agent, Bank of America, N.A., as Term Loan Collateral Agent
and Term Loan Administrative Agent, Novelis Inc. as Administrative Borrower and Novelis PAE
S.A.S. (as each of these capitalized terms is




2









 






	 	 	defined in the Intercreditor Agreement) (as the same may be amended, restated, supplemented
or otherwise modified from time to time).






“Beneficiaries” (or “Bénéficiaires”) means:




(i) Bank of America as Term Loan Collateral Agent and Revolving Loan Collateral Agent,




(ii) the other Term Loan Secured Parties, and




(iii) the other Revolving Credit Secured Parties.




“Debtor” means in respect of any Receivable, the debtor of the Pledgor in respect of that
Receivable and “Debtors” means all of such debtors.




“Discharge Date” means the date of the occurrence of the Discharge of Senior Lien Secured
Obligations, as defined in the Intercreditor Agreement.




“Event of Default” (or “Cas de Défaut”) means an “Event of Default” as defined in the Term
Loan Credit Agreement or an “Event of Default” as defined in the Revolving Credit Agreement,
as applicable.




“French Collateral Agent” (or “Agent des Sûretés Français”) means BANK OF AMERICA, N.A., or
any person which becomes French Collateral Agent in accordance with the provisions of the
Revolving Credit Agreement or the Term Loan Credit Agreement, as applicable.




“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the
date hereof by and among the parties thereto, the Administrative Agent, the Collateral
Agent, the Administrative Agent under the Revolving Credit Agreement and the Collateral
Agent under the Revolving Credit Agreement, and such other persons as may become party
thereto from time to time pursuant to the terms thereof, as the same may be amended,
restated, supplemented or otherwise modified from time to time..




“Loan Documents” shall have the meaning set forth in the Term Loan Credit Agreement and the
Revolving Credit Agreement, as applicable.




“Loan Parties” means the persons designated as Loan Parties under the Term Loan Credit
Agreement and the Revolving Credit Agreement.




“Pledge” means the pledge (nantissement) created over the Pledged Receivables by virtue of
this Agreement or any Supplemental Pledge Agreement.




“Pledged Receivables” means at any time collectively all the Receivables which are pledged
by the Pledgor to the French Collateral Agent and the Beneficiaries, under the terms and
subject to the conditions of this Agreement or any Supplemental Pledge Agreement, including
the Receivables that are pledged on the date of execution of this Agreement and that are
listed in Schedule 1 hereto.



3









 






“Receivables” means any debt whose value exceeds an amount of € 20,000 and which is held by
the Pledgor against (a) any legal person, or any natural person originating from the sale of
spare parts and consumables, equipments for transformations of aluminum and associated
services (créances commerciales ou de prestations de services) to any customer or (b) any
person holding, directly or indirectly, an Equity Interest in the Pledgor or any person in
which the Pledgor holds, directly or indirectly, an Equity Interest (excluding any business
debt for which the Pledgor has made reserves for doubtful accounts), with a term greater
than 25 Business Days and which is either:




(a)  actual and of a determined amount, or





	 	(b) 	 	future or provisional provided that on the date of pledge of such debt, (i) its
debtor and place of payment are known and (ii) its amount is known, or may be assessed
and which, pursuant to its terms and any applicable law, may be pledged by the Pledgor.











For the purposes hereof (i) a “future debt” shall mean any debt owed to the Pledgor
resulting from an agreement already entered into but not yet performed and (ii) a
“provisional debt” shall mean any debt owed to the Pledgor resulting from an agreement not
yet entered into but for which a reasonable degree of certainty exists that it will be
entered into in the future.




“Revolving Credit Agreement” (or “Convention de Crédit Revolving”) means the Credit
Agreement dated on or about the date of this Agreement (as amended, restated or otherwise
modified from time to time) between, amongst others, Novelis Inc., as “Parent Borrower”,
Novelis Corporation, as “U.S. Borrower”, and the other U.S. Subsidiaries of Parent Borrower
party thereto as “U.S. Borrowers”, Novelis UK Ltd, as “U.K. Borrower”, Novelis AG, as “Swiss
Borrower”, Novelis North America Holdings, Inc., and Novelis Acquisitions LLC as “Borrowers”
AV METALS INC., as “Parent Guarantor”, the “Other Guarantors” party thereto, the lenders
party thereto, and Bank of America, N.A., as “Issuing Bank”, “U.S. Swingline Lender”,
“Administrative Agent” and “Collateral Agent” (all as defined therein).




“Revolving Credit Secured Obligations” means the “Secured Obligations” as defined in the
Revolving Credit Agreement, including all present and future obligations and liabilities of
the Pledgor as a Loan Party to the Revolving Credit Collateral Agent under clause 11.24
(Parallel Debt) of the Revolving Credit Agreement. For the avoidance of doubt, the
Revolving Credit Secured Obligations shall be limited pursuant to section 7.15 (French
Guarantor) of the Revolving Credit Agreement.




“Revolving Credit Secured Parties” means, collectively, the Revolving Credit Claimholders
(as defined in the Intercreditor Agreement).




“Secured Obligations” (or “Obligations Garanties”) means the Revolving Credit Secured
Obligations and the Term Loan Secured Obligations.



4









 






“Supplemental Pledge Agreement” means any supplemental pledge agreement to be executed and
delivered by the Pledgor pursuant to Clause 3 in the form set forth in Schedule 2.




“Term Loan Credit Agreement” (or “Convention de Prêt à Terme”) means the Credit Agreement
dated on or about the date of this Agreement (as amended, restated or otherwise modified
from time to time) between, amongst others, Novelis Inc., as “Borrower”, AV METALS INC., as
“Holdings”, the “Other Guarantors” party thereto, the lenders party thereto and Bank of
America, N.A. as “Administrative Agent” and “Collateral Agent” (all as defined therein).




“Term Loan Secured Obligations” means the “Secured Obligations” as defined in the Term Loan
Credit Agreement, including all present and future obligations and liabilities of the
Pledgor as a Loan Party to the Term Loan Collateral Agent under clause 11.24 (Parallel Debt)
of the Term Loan Credit Agreement. For the avoidance of doubt, the Term Loan Secured
Obligations shall be limited pursuant to section 7.15 (French Guarantor) of the Term Loan
Credit Agreement.




“Term Loan Secured Parties” means, collectively, the Term Loan Secured Parties (as defined
in the Intercreditor Agreement).




“Underlying Agreement” means the agreements having given rise to the Pledge Receivables.




	(c)	 	Capitalized terms used in this Agreement (including the recitals) and not otherwise defined
herein shall have the meaning ascribed thereto in the Term Loan Credit Agreement or the
Revolving Credit Agreement, as the context may require, and shall be interpreted and construed
in accordance therewith.
	 
	1.2	 	Construction
	 
	(a)	 	In this Agreement, unless the contrary intention appears, a reference to:






	 	(i)	 	“assets” includes properties, business, undertakings, revenues and rights of
every description present, future and contingent (including uncalled share capital) and
every kind of interest in an asset;
	 
	 	(ii)	 	“authorization” means an authorization, consent, approval, license, exemption,
filing, notarization or registration;
	 
	 	(iii)	 	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(iv)	 	a “regulation” includes any regulation, rule, order, official directive,
request or guideline (whether or not having the force of law) of any governmental body,
agency, department or regulatory, self-regulatory or other authority or organization;




5









 












	 	(v)	 	a “Clause” or a “Schedule” is, unless otherwise specified, a reference to a
clause or a schedule to this Agreement;
	 
	 	(vi)	 	a provision of a law is a reference to that provision as applied, amended or
re-enacted;
	 
	 	(vii)	 	a “person” includes any person, firm, company, corporation, government, state
or agency of a state or any grouping (whether or not having separate legal personality)
or two or more of the foregoing;
	 
	 	(viii)	 	a “successor” of a person includes its permitted assignees, persons subrogated to its
rights and any person who, under the laws of its jurisdiction of incorporation or
domicile, succeeds to its rights and obligations under this Agreement or the Facility
Agreement by operation of law (in particular by virtue of a fusion or apport partiel
d’actif);
	 
	 	(ix)	 	a time of day is a reference to Paris time;
	 
	 	(x)	 	words importing the plural shall include the singular and vice versa;
	 
	 	(xi)	 	a “party” to this Agreement or other person includes, unless otherwise provided
in this Agreement, such party’s or person’s permitted successors, assignees,
transferees or substitutes; and
	 
	 	(xii)	 	an “agreement” or “document” is a reference to that agreement or document as
amended, varied, novated or supplemented from time to time.






	(b)	 	The index to and the headings in this Agreement are for convenience only and are to be
ignored in construing this Agreement.
	 
	(c)	 	An Event of Default is continuing if it has not been remedied or waived.
	 
	(d)	 	Any reference to the French Collateral Agent shall be deemed as a reference to the French
Collateral Agent acting in its own name and for its own account and in the name and for the
account of the Beneficiaries in accordance with the provisions of the Loan Documents. Any
reference to the Collateral Agent shall be deemed a reference to the Term Loan Collateral
Agent and the Revolving Credit Collateral Agent (as defined in the Intercreditor Agreement).
	 
	(e)	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Term Loan Credit Agreement or the
Revolving Credit Agreement, it is the intention of the parties hereto that such terms and
provisions in such documents shall be read together and construed, to the fullest extent
possible, to be in concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions of the Term Loan
Credit Agreement or the Revolving Credit Agreement, as applicable, shall govern and control.




6









 












	(f)	 	This Agreement is entered into with the benefit of and subject to the terms 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.
	 
	(g)	 	This Agreement is designated a Loan Document for the purposes of the Term Loan Credit
Agreement and the Revolving Credit Agreement.
	 
	2.	 	PLEDGE
	 
	 	 	As security for the full payment, discharge and performance by the Pledgor of the Secured
Obligations, the Pledgor hereby irrevocably and unconditionnaly grants a pledge over the
Receivables listed in Schedule 1 hereto in favor of the French Collateral Agent for the
benefit of the Collateral Agent and the Beneficiaries, pursuant to the provisions of Article
2355 et seq. of the French Civil Code (Code civil) and Articles L. 521-1 et seq. of the
French Commercial Code (Code de commerce).
	 
	3.	 	UNDERTAKING TO PLEDGE
	 
	(a)	 	The Pledgor hereby irrevocably and unconditionally undertakes to pledge in favor of the
French Collateral Agent and the Beneficiaries any Receivables owed to the Pledgor after the
date hereof so that the provisions of this Agreement shall automatically extend to such
Receivables.
	 
	(b)	 	Accordingly, during the term of this Agreement, the Pledgor undertakes on the 1st
Business Day of each quarter (i) to pledge Receivables that have not already been pledged
pursuant to this Agreement or any Supplemental Pledge Agreement in favor of the French
Collateral Agent and the Beneficiaries by entering into a Supplemental Pledge Agreement in the
form set forth in Schedule 2, and (ii) to provide the French Collateral Agent with an updated
list of the Pledged Receivables which shall be true, complete and accurate, as provided in
Clause 7(g) below.
	 
	(c)	 	Upon execution of a Supplemental Pledge Agreement, the Receivables identified in such
agreement shall automatically be deemed Pledged Receivables for the purposes of this
Agreement.
	 
	4.	 	PRESERVATION OF SECURITY
	 
	4.1	 	Continuing security
	 
	 	 	The security interest (nantissement) constituted by the Pledge created hereby shall extend
until the Discharge Date.
	 
	4.2	 	Additional security
	 
	 	 	This Agreement and the Pledge created hereby are in addition and without prejudice to any
other guarantees or security interests existing or to be created or granted either by the
Pledgor or any other person pursuant to the terms of the Loan Documents.




7









 












	4.3	 	Security transfer
	 
	 	 	In the event of any assignment, transfer, novation or disposal of a part or all of its
rights and obligations by any Beneficiary under each and any of the Loan Documents to which
such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Pledgor
accepts, all its rights and privileges hereunder for the benefit of its successor, in
accordance with the terms of Article 1278 of the French Civil Code (Code civil) so that the
Pledge herein created will secure the Secured Obligations to the benefit of such successor,
without further formalities.
	 
	4.4	 	Amendment to the Loan Documents or the Secured Obligations
	 
	 	 	This Agreement, the Supplemental Pledge Agreements and the Pledge created hereby are
irrevocable and will remain in force until the Discharge Date notwithstanding any amendment,
restatement, renewal or extension of the term of the Term Loan Credit Agreement, the
Revolving Credit Agreement or any other Loan Document, or any waiver thereunder or any
change in the amount of credit granted pursuant to the Loan Documents.
	 
	5.	 	NOTICE TO DEBTORS; COLLECTION AND RECOVERY
	 
	5.1	 	Before an Event of Default
	 
	 	 	For so long as no Event of Default has occurred and, subject to the terms of this Agreement,
the Pledgor shall continue to receive the amounts due by the Debtors under the Pledged
Receivables in accordance with the provisions of the Underlying Agreements.
	 
	5.2	 	Collection and recovery after the occurrence of an Event of Default
	 
	 	 	In accordance with Article 2362 of the French Civil Code (Code civil), the French Collateral
Agent, acting for its own account and on behalf and for the account of the other
	 
	 	 	Beneficiaries, will immediately upon the occurrence of an Event of Default notify the Pledge
to the Debtors hereunder by a notice in the form of Schedule 3 (Form of Notice of the Pledge
of Receivables and of the occurrence of an Even of Default).
	 
	 	 	Upon the occurrence of an Event of Default which is continuing:
	 
	(a)	 	The Pledgor shall no longer be entitled to receive any amount due by the Debtors under the
Pledged Receivables and;
	 
	(b)	 	The French Collateral Agent will notify the Debtors by a notice substantially in the form of
Schedule 3 (Form of Notice of the Pledge of Receivables and of the occurrence of an Event of
Default) informing them that (i) the Pledgor shall cease to receive any amount paid under the
Pledged Receivables and (ii) the Debtors shall pay any amounts due under




8









 






	 	 	the Pledged Receivables directly to the benefit of the French Collateral Agent and the
Beneficiaries to such account as the French Collateral Agent shall have notified.






	(c)	 	It is expressly agreed that, if and when the Event of Default mentioned in paragraph (a)
above is remedied by the Pledgor or waived by the French Collateral Agent, all the amounts
paid under the Pledged Receivables by the Debtors to the benefit of the French Collateral
Agent and the Beneficiaries shall be promptly repaid to such account as the Pledgor shall have
notified.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and Warranties
	 
	 	 	The Pledgor hereby represents and warrants to the French Collateral Agent and the
Beneficiaries that:
	 
	(a)	 	the Pledgor is a société par actions simplifiée duly incorporated and validly existing under
the laws of France;
	 
	(b)	 	the entry into, execution and delivery of this Agreement by the Pledgor, and the performance
of its obligations hereunder, have been duly authorized by the relevant corporate bodies and
all necessary steps have been taken to ensure such a result;
	 
	(c)	 	the entry into and delivery of and the exercise of its rights and the performance of its
obligations under this Agreement do not breach or conflict with its by-laws (statuts) nor with
the provisions of any agreement to which it is a party or the applicable laws or regulations;
	 
	(d)	 	the Pledgor does not benefit from any immunity of jurisdiction or enforcement (including,
without limitation, any immunity permitting it to escape any protective measures or means of
enforcement), whether for itself or for one of its assets;
	 
	(e)	 	the Pledgor is not in a situation of suspension of payment (cessation des paiements) and no
action, measure or proceedings whatsoever have been taken or commenced or, to the Pledgor’s
knowledge, contemplated by any person for the purpose of (a) carrying out or requesting the
suspension of payments, dissolution, judicial reorganization (procédure de sauvegarde or
redressement judiciaire) or judicial liquidation or appointment of an official receiver or a
conciliator of the Pledgor or any of its assets, or (b) opening, negotiating and/or
instituting any out-of-court conciliation (amicable conciliation, ad hoc mandate) relating to
the Pledgor’s debts or any procedure of the same type or having the same purpose as provided
for by the law n°2005-845 of July 26, 2005, on the safeguard of companies;
	 
	(f)	 	any licenses or permits, and any opinions, registrations or approvals required by any
governmental authority whatsoever, necessary for the execution, validity or effectiveness of
this Agreement have been obtained, put into place, and are in full force;




9









 












	(g)	 	the Pledgor is the sole owner of the Pledged Receivables, and such Pledged Receivables are
free and clear of any charge, pledge, encumbrance, lien or security interest (other than the
Pledge created hereby or otherwise permitted under the Loan Documents);
	 
	(h)	 	this Agreement creates a valid, binding and perfected pledge over the Pledged Receivables,
enforceable against the Pledgor in accordance with its terms;
	 
	(i)	 	all identification data in respect of the Pledged Receivables listed in this Agreement are
true, accurate and complete in all material respects as of the date of execution of this
Agreement (or the relevant Supplemental Pledge Agreement);
	 
	(j)	 	all the Receivables which can be pledged as of the date hereof have been pledged hereunder
and such Pledge will not result in any breach or default under any instrument to which the
Pledgor is bound except for violations or defaults that could not reasonably be expected to
result in a material adverse effect;
	 
	(k)	 	the execution of this Pledge is in the Pledgor’s corporate interest;
	 
	(l)	 	none of the Pledged Receivables has, in whole or in part, been the subject of any delegation,
subrogation, seizure or opposition or any other legal challenge that would create any obstacle
to the pledge hereof to the French Collateral Agent and the Beneficiaries;
	 
	(m)	 	each of the Pledged Receivables constitutes valid and legally binding claims of the Pledgor,
enforceable against the relevant Debtor in accordance with the terms thereof, and result from
legal, valid, binding and enforceable obligations of the Pledgor to the Debtors, subject to
applicable bankruptcy, insolvency, reorganisation, moratorium or other laws affecting
creditors’ rights generally; and
	 
	(n)	 	the Pledgor has complied with its material obligations under each of the Underlying
Agreements having given rise to the Pledged Receivables; consequently no Debtor is entitled to
raise any valid objection to full payment of the amounts due in respect of the relevant
Pledged Receivable, except as permitted under the Loan Documents; and
	 
	(o)	 	none of the Pledged Receivables results from the delivery of goods or the supply of services
effected by a person other than the Pledgor granting such person a direct payment action
against the Debtor.
	 
	6.2	 	Time for making representations and warranties
	 
	 	 	The representations and warranties set out in Clause 6.1 (Representations and warranties)
shall survive the execution and delivery of this Agreement and shall continue in full force
and effect until the Discharge Date.
	 
	7.	 	UNDERTAKINGS
	 
	 	 	The Pledgor hereby undertakes to the French Collateral Agent and the Beneficiaries that, as
from the date hereof and until the Discharge Date:




10









 












	(a)	 	the Pledgor undertakes not to assign or otherwise dispose of the Pledged Receivables or
create, incur or permit to exist any pledge, security interest or encumbrance in favor of any
person with respect to any of the Pledged Receivables or any interest therein, except as
permitted under this Agreement or the Loan Documents;
	 
	(b)	 	the Pledgor shall take all commercial reasonable steps necessary to defend its rights in
respect of the Pledged Receivables against any claim or demand of any person in order to
protect the rights of the French Collateral Agent and the Beneficiaries over the Pledged
Receivables, and shall promptly keep the French Collateral Agent informed of any such claim or
demand;
	 
	(c)	 	the Pledgor shall promptly furnish to the French Collateral Agent such information, reports
and records in respect of the Pledged Receivables as the French Collateral Agent may
reasonably request from time to time;
	 
	(d)	 	the Pledgor shall furnish the French Collateral Agent (promptly upon receipt) with a copy of
any notice or material document which is given or received by it in respect of the Pledged
Receivables;
	 
	(e)	 	the Pledgor shall, as soon as reasonably practicable, give notice in writing to the French
Collateral Agent of the occurrence of any event which may materially affect the Pledged
Receivables (taken as a whole);
	 
	(f)	 	the Pledgor shall inform the French Collateral Agent, of any event or proceedings which is or
might reasonably be expected to constitute with the passing of time a termination event of any
of the Underlying Agreements;
	 
	(g)	 	the Pledgor shall within 21 days following the end of each quarterly accounting period
provide the French Collateral Agent with a true, complete and accurate list of new Receivables
(such list shall contain details with respect to (i) the name of the relevant Debtor, (ii) to
the extent applicable, (a) the agreement from which the relevant Receivable derives, its
execution date and the name of the parties thereto or (b) the references of the invoice or any
other document relating to the relevant Receivable, (iii) the amount being pledged and (iv)
the maturity date of the relevant Receivable), and shall proceed within the same period of
time with the execution of a Supplemental Pledge Agreement in respect thereof, all as further
provided for under Clause 3 hereof;
	 
	(h)	 	the Pledgor shall perform, except as permitted under the Loan Documents, its own obligations
resulting from the Underlying Agreements save where the Pledgor is excused from performance in
accordance with the terms hereunder or of the applicable agreement or contract or by
applicable law or regulation;
	 
	(i)	 	the Pledgor shall take all steps that a reasonably prudent merchant would take in respect of
the recovery of all amounts due in respect of the Pledged Receivables, in a manner equivalent
to that which it would take to recover amounts due in respect of its own receivables;




11









 












	(j)	 	the Pledgor shall, at its sole cost, take such measures and sign all documents which may
reasonably be required by the French Collateral Agent at any time in order to prove, render
enforceable against third parties, preserve or enforce the rights of the French Collateral
Agent and the Beneficiaries hereunder and under the Pledged Receivables, provided that no
notice of the Pledge created hereunder shall be required to be delivered to any Debtor unless
an Event of Default has occurred;
	 
	(k)	 	after the occurrence of an Event of Default that is continuing, the Pledgor shall not and
shall ensure that the Debtors will not set-off any receivable which the Debtors may own
against the Pledgor with the Pledged Receivables without the prior written consent of the
French Collateral Agent acting on behalf and for the account of the Beneficiaries subject to
applicable law;
	 
	(l)	 	the Pledgor shall not amend or modify any of the terms of the Underlying Agreements, in a
manner which may be expected to reduce the amount of the Pledged Receivables or postpone the
date of payment of any Pledged Receivable, without the prior written consent of the Collateral
Agent; and
	 
	(m)	 	the Pledgor shall not modify in any manner, directly or indirectly, the scope of the rights,
security interests, actions and ancillary rights related to the Pledged Receivables; provided
that the foregoing shall not alter or impair the ability of the Pledgor to manage the Pledged
Receivables on a day-to-day basis under the same terms and conditions as those prevailing
prior to the date of execution of this Agreement or any Supplemental Pledge Agreement.
	 
	8.	 	COVENANTS FOR FURTHER ASSURANCE
	 
	 	 	The Pledgor shall from time to time, at its own expense, promptly execute and deliver all
further instruments and documents and take all further action that the French Collateral
Agent may reasonably request, in order to perfect, protect or enforce any security interest
to be granted or purported to be granted hereunder or to enable or facilitate the French
Collateral Agent and the Beneficiaries to exercise and enforce their rights, powers and
remedies hereunder with respect to the Pledged Receivables. In this respect, the Pledgor
shall in particular execute all documents or instruments and give all notices, orders and
directions and make all registrations which the French Collateral Agent may reasonably
request. Notwithstanding the foregoing, it is acknowledged and agreed that no notice of the
security interest hereunder shall be provided to any Debtor unless an Event of Default has
occurred.
	 
	9.	 	LIABILITY TO PERFORM
	 
	 	 	It is expressly agreed that, notwithstanding anything to the contrary herein, the Pledgor
shall remain liable to observe and perform all of the conditions and obligations assumed by
it respectively in respect of the Pledged Receivables, and the Beneficiaries and the French
Collateral Agent shall not be under any obligation or liability by reason of, or arising out
of, this Agreement unless otherwise expressly specified herein. The Beneficiaries and the
French Collateral Agent shall not be required in any manner to




12









 






	 	 	perform or fulfil any obligation of the Pledgor in respect of the Pledged Receivables, or to
make any payment or to present or file any claim or take any other action to collect or
enforce the payment of any amount to which it may have been or to which it may be entitled
hereunder at any time or times.






	10.	 	ENFORCEMENT OF THE PLEDGE
	 
	 	 	Subject to the provisions of the Intercreditor Agreement:
	 
	10.1	 	Upon the occurrence of an Event of Default which is continuing, the French Collateral Agent,
acting for its own account and for the account and on behalf of the Beneficiaries, shall be
entitled to exercise in respect of the Pledged Receivables all rights, remedies and actions
that are available to secured creditors under French law, and in particular may:
	 
	(a)	 	request the attribution by a court of the Pledged Receivables in accordance with Article 2365
of the French Civil Code (Code civil) and exercise its rights under the Pledged Receivables;
	 
	(b)	 	request the public sale (vente publique) of the Pledged Receivables in accordance with
Article L. 521-3 of the French Commercial Code (Code de commerce); or
	 
	(c)	 	allocate the Pledged Receivables to the payment of the Secured Obligations in accordance with
Article 2365 of the French Civil Code (Code civil) and exercise its rights under the Pledged
Receivables.
	 
	10.2	 	The French Collateral Agent shall be entitled to exercise any of the rights referred to in
Clause 10.1 without being required to enforce other rights that the French Collateral Agent
and the Beneficiaries may hold against the Pledgor or any other person under any other
security interest.
	 
	11.	 	APPLICATION OF PROCEEDS
	 
	 	 	All moneys received or recovered by the French Collateral Agent and the Beneficiaries
pursuant to this Agreement shall be applied to the repayment of the Secured Obligations, as
set out and in the order and priority set forth under the Intercreditor Agreement. The
French Collateral Agent and the Beneficiaries shall in no case be liable for the value
retained for the enforcement of the Pledge.
	 
	12.	 	DELIVERY OF DOCUMENTS
	 
	 	 	The French Collateral Agent hereby undertakes to keep in a safe place the documents received
in order to be able to return such documents in accordance with the provisions of Clause 13
(Covenant to Release) below.
	 
	13.	 	COVENANT TO RELEASE
	 
	(a)	 	On or, as soon as practicable, after the Discharge Date, the French Collateral Agent shall,
at the cost of the Pledgor, execute and do all such deeds, acts and things as may be




13









 






	 	 	necessary to release and discharge the Pledgor from its liability hereunder and grant a
release of the Pledge.






	(b)	 	If the French Collateral Agent is authorized to release in whole or in part the Pledged
Receivables under both the Term Loan Credit Agreement and the Revolving Credit Agreement, the
French Collateral Agent is authorized to release such collateral under this Agreement.
	 
	(c)	 	The Pledge shall extend to the ultimate balance of the Secured Obligations, regardless of any
intermediate payment or discharge. The French Collateral Agent and the Beneficiaries shall be
entitled not to release the Pledge until they have been paid of all sums owed to them by the
Pledgor which are due and payable.
	 
	(d)	 	Upon release of the Pledge, the French Collateral Agent shall return the certified copy of
the Underlying Agreements to the Pledgor.
	 
	14.	 	CERTIFICATES
	 
	 	 	Any certification or determination by the French Collateral Agent setting forth an amount
under this Agreement is, in the absence of manifest error, prima facie evidence of the
matters to which it relates.
	 
	15.	 	COSTS, EXPENSES, INDEMNITIES AND TAXES
	 
	(a)	 	The Pledgor shall bear any expense which the French Collateral Agent or any Beneficiary may
incur in connection with the preparation and execution of this Agreement and the Supplemental
Pledge Agreements, as well as any expenses incurred in connection with the preservation or
enforcement of the French Collateral Agent and the Beneficiaries’ rights under this Agreement
and the Pledge, all in accordance with the terms of the Term Loan Credit Agreement (in respect
of the Term Loan Secured Parties) and the Revolving Credit Agreement (in respect of the
Revolving Credit Secured Parties).
	 
	(b)	 	The Pledgor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the French Collateral Agent and the Beneficiaries against any action which
any of it may sustain as a consequence of any breach by the Pledgor of the provisions of this
Agreement or the Supplemental Pledge Agreements, the exercise or purported exercise of any of
the rights and powers conferred on any of it by this Agreement or otherwise relating to any of
the Pledged Receivables.
	 
	(c)	 	The Pledgor shall pay all stamp, registration and other taxes to which this Agreement or the
Supplemental Pledge Agreements, the Pledge or any judgment given in connection with it is or
at any time may be subject and shall, from time to time, indemnify the Beneficiaries on demand
against any liabilities, costs, claims and expenses resulting from any failure to pay or delay
in paying any such tax.




14









 












	16.	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Secured Obligations and subject to
the provisions of the Loan Documents, the French Collateral Agent and the Beneficiaries may
convert any money received, recovered or realized or subject to application by them under
this Agreement from one currency to another, as they think fit, and any such conversion
shall be effected at the relevant French Collateral Agent’s and the Beneficiary’s spot rate
of exchange for the time being for obtaining such other currency with the first currency.
	 
	17.	 	CHANGES TO THE PARTIES
	 
	(a)	 	All the rights, privileges, powers, discretions and authorities of the French Collateral
Agent and the Beneficiaries hereunder will benefit their respective successors and assignees
and all terms, conditions, representations and warranties and undertakings of the Pledgor
hereunder shall oblige its respective successors and assignees in the same manner, it being
agreed and understood that:






	 	(i)	 	the Pledgor shall not assign, transfer, novate or dispose of any of, or any
interest in its rights and/or obligations under this Agreement except as permitted
under the Loan Documents, and
	 
	 	(ii)	 	the Beneficiaries and the French Collateral Agent shall be entitled to assign,
transfer, novate or dispose of any of, or any interest in their rights and/or
obligations hereunder to any successor in accordance with the provisions of the
relevant Loan Documents.






	(b)	 	The provisions of this Agreement and the rights arising therefrom shall remain in full force
and effect and benefit to any successors, transferees or assignees of the French Collateral
Agent or any Beneficiary, without any specific notice, registration or reiteration, in case,
inter alios, of any sale, merger, demerger, spin-off or assets contribution which a the French
Collateral Agent or a Beneficiary may decide to proceed. It is expressly agreed that an asset
contribution or a partial merger within the meanings of articles L. 236-1 et sequitur of the
French Commercial Code (Code de Commerce) shall be deemed to be a transfer for the purpose of
the present provision.
	 
	(c)	 	The French Collateral Agent and the Beneficiaries shall be entitled to disclose such
information concerning the Pledgor or any other person and this Agreement as they consider
appropriate to any actual or proposed direct or indirect successor or to any person to whom
information may be required to be disclosed by applicable law.
	 
	18.	 	SEVERABILITY
	 
	(a)	 	If, at any time, any provision of this Agreement or the Supplemental Pledge Agreements is or
becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor




15









 






	 	 	the legality, validity or enforceability of such provision under the law of any other
jurisdiction will in any way be affected or impaired.






	(b)	 	In any case, if such illegality, invalidity or enforceability occurs, the parties shall
negotiate in good faith with a view to agree on the replacement of such provision by a
provision which is legal, valid and enforceable and which is to the extent applicable in
accordance with the intents and purposes of this Agreement and which in its economic effect
come as close as practicable to the provision being replaced.
	 
	19.	 	NOTICES
	 
	 	 	Except as specifically provided otherwise in this Agreement, all notices or other
communications under or in connection with this Agreement shall be given to each party as
specified in Section 11.01 (Notices) of the Term Loan Credit Agreement (in respect of the
Term Loan Secured Parties) and Section 11.01 (Notices) of the Revolving Credit Agreement (in
respect of the Revolving Credit Secured Parties).
	 
	20.	 	NO AMENDMENT
	 
	 	 	The parties to this Agreement recognize that this Agreement or the Supplemental Pledge
Agreements has the sole purpose of establishing the present security for the benefit of the
French Collateral Agent and the Beneficiaries and does not have the purpose or effect of
modifying the rights and obligations set out in any other Loan Document.
	 
	21.	 	LANGUAGE
	 
	 	 	This Agreement is executed in the English language. Notwithstanding the foregoing, all
notifications to the Debtors shall be made in the French language only. In case of
discrepancy between the forms of notification of the Pledge and this Agreement, the latter
shall prevail unless this would invalidate or impair the Pledge.
	 
	22.	 	WAIVERS, REMEDIES CUMULATIVE
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the French Collateral
Agent or any Beneficiary, any right or remedy under this Agreement or the Supplemental
Pledge Agreements shall operate as a waiver, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise of that right or remedy or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
and the Supplemental Pledge Agreements are cumulative and not exclusive of any rights or
remedies provided by law. The Beneficiaries and the French Collateral Agent shall not
assume any responsibility towards the Pledgor or its legal successors, individually or
generally, due to the late exercise or failure to exercise the rights and prerogatives
conferred to them by this Agreement and the Supplemental Pledge Agreements.




16









 












	23.	 	DURATION
	 
	 	 	The Pledge created pursuant to this Agreement and the Supplemental Pledged Agreements shall
remain in force until the earlier of the following dates: (i) the Discharge Date or (ii) the
date on which the Collateral Agent shall release the Pledge.
	 
	24.	 	ELECTION OF DOMICILE
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Pledgor
irrevocably elects domicile at its registered office for the purpose of serving any judicial
or extra-judicial documents in relation to any action or proceedings.
	 
	25.	 	INTERCREDITOR AGREEMENT GOVERNS
	 
	 	 	Notwithstanding anything herein to the contrary, the liens and security interests granted
for the benefit of the French Collateral Agent, the Term Loan Secured Parties and the
Revolving Credit Secured Parties pursuant to this Agreement and the exercise of any right or
remedy by the French Collateral Agent and the Beneficiaries 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. Except as provided for in this
paragraph, notwithstanding anything herein to the contrary, the Term Loan Credit Agreement
and the Revolving Credit Agreement, as applicable, including Article X thereof, shall govern
and control the exercise of the remedies by the French Collateral Agent.
	 
	26.	 	GOVERNING LAW AND JURISDICTION
	 
	26.1	 	Governing law
	 
	 	 	This Agreement and the Supplemental Pledge Agreements shall be governed by and construed in
accordance with French law.
	 
	26.2	 	Jurisdiction
	 
	 	 	For the benefit of the French Collateral Agent and the Beneficiaries, the Pledgor agrees
that the courts of France shall have jurisdiction to settle any disputes in connection with
this Agreement, the Supplemental Pledge Agreements and the Pledge, and accordingly submit
any such disputes to the jurisdiction of the Commercial Court of Paris (Tribunal de commerce
de Paris). This Clause 26.2 is for the benefit of the French Collateral Agent and the
Beneficiaries only. As a result, nothing in this Clause shall limit the right of any
Beneficiary to bring proceedings against the Pledgor in connection with this Agreement
and/or the Pledge in any other court of competent jurisdiction. To the extent allowed by
law, the French Collateral Agent and the Beneficiaries may take concurrent proceedings in
any number of jurisdictions.




17









 











[LEFT INTENTIONALLY BLANK]






18









 







Signed in __________



On December 17, 2010



In as many original copies as parties to this Agreement




NOVELIS PAE S.A.S.

The Pledgor



Signature: ________________________________________



By:



Capacity:



duly authorized for the purpose of this Agreement




BANK OF AMERICA, N.A., as

French Collateral Agent



acting on its own behalf and on behalf of the Beneficiaries




Signature: ________________________________________

By:



Capacity:










19









 








SCHEDULE 1




LIST OF PLEDGED RECEIVABLES




NOVELIS PAE PLEDGED RECEIVABLES AS OF 10/12/2010



	 	 	 	 	 	 	 	 	 
	Products	 	Customer Address	 	Price	 	Bank account	 	Payment
 Date
	Technical Services
	 	OJSC Siberian-Urals 

Aluminim Company 

4 Industrialnaya Street 

Shelekhov City 

666034 Irkutsk Region 

Russia

	 	49 200,00€
	 		 	16/12/2010
	 	 	 
	 	 	 	 	 	 
	Spare parts and
consumables
	 	Alcan International Network USA 


Inc. 


333 Ludlow Street 


06902 Stamford CT 


USA

	 	22 446,40€
	 		 	27/12/2010
	 	 	 
	 	 	 	 	 	 
	Spare parts and
consumables
	 	Elval SA 


Athens — Lamia 


National Road 57 km 


32011 Inofita — Viotias 


Grèce

	 	62 595,60€
	 		 	31/12/2010
	 	 	 
	 	 	 	 	 	 
	Spare parts and
consumables
	 	Lamifil 

Naamloze Vennootschap 

Frederic Sheidlaan 

2620 Hemiksem 

Belgique

	 	26 292,71€
	 		 	31/12/2010
	 	 	 
	 	 	 	 	 	 
	Spare parts and
consumables
	 	Speedline Aluminiuim Giesserei 

Illwinkel 2

6824 Schlins 

Austria

	 	36 196,30€
	 		 	05/01/2011
	 	 	 
	 	 	 	 	 	 
	Spare parts and
consumables
	 	Alcan Aluminium Valais SA 


Fonderie de Steg 


Zentralmagazin — Steg 


Alustrasse 


CH-3940 Steg 


Suisse

	 	24 311,50€
	 		 	10/02/2011
	 	 	 
	 	 	 	 	 	 
	Equipment (Alpur

TS35)
	 	Alcan CRV 

725 rue Aristide Bergès 

38340 Voreppe 

Fance

	 	133 000,00€
	 		 	at acceptance

certificate
	 	 	 
	 	 	 	 	 	 
	Equipment (Alpur

S1000)
	 	Zarmen Sp. Z.o.o. 


Ul. Chlodna 51


00-867 Warszawa 


Poland

	 	186 750,00€
	 		 	at acceptance

certificate






20









 






	 	 	 	 	 	 	 	 	 
	Products	 	Customer Address	 	Price	 	Bank account	 	Payment
 Date
	Equipment (3CM

casters + SC3500

Alpur + CFF + PDBF)
	 	Yunnan Metallurgical Group Bldg 


The Milky Way Avenue 


North Area of Kunming City 


650224 Kunming 


Chine

	 	595 724,00€
	 	

	 	at acceptance

certificate
	 	 	 
	 	 	 	 	 	 
	Equipment (3CM

caster)
	 	GKSS Forschungszentrum 

Institute for Materials Research 

Max Plannck Strasse 1

21502 Geesthacht 

Allemagne

	 	137 900,00€
	 	
	 	at acceptance

certificate
	 	 	 
	 	 	 	 	 	 
	Equipment (Alpur

TS35 + CFF)
	 	Fonderie Pandolfo s.r.l. 


Galleria Berchet, 4


35131 Padova 


Italie

	 	110 000,00€
	 	
	 	at acceptance

certificate
	 	 	 
	 	 	 	 	 	 
	Retrofit (Aluminium

Casting machine)
	 	Aluminium Werke Wutoschingen
Ag and Co. Kg
Postfach 1120
79793 Wutoschingen
Allemagne

	 	149 700,00€
	 	
	 	at acceptance

certificate
	 	 	 
	 	 	 	 	 	 
	Total value 30
September 2010
	 	 

	 	1 534 116,51€	 	 	 	 






21









 






SCHEDULE 2




FORM OF SUPPLEMENTAL PLEDGE AGREEMENT



THIS AGREEMENT IS MADE BY AND AMONG:





	1.	 	NOVELIS PAE S.A.S., a French société par actions simplifiée unipersonnelle having its
registered office at 725 rue Aristide Bergès, 38340 Voreppe, France, registered with the
Grenoble Trade and Companies Register under number 421 528 555, represented by a duly
authorized signatory for the purpose of this Agreement (acting the “Pledgor”);
	 
	2.	 	BANK OF AMERICA, N.A., a company having its registered office at 135 South LaSalle Street,
Suite 425, Chicago, Illinois 60603 (United States of America), acting in its capacity as
French Collateral Agent on its own behalf and for the account and on behalf of the
Beneficiaries (as defined below) (the “French Collateral Agent”);
	 
	3.	 	THE TERM LOAN SECURED PARTIES (including Bank of America, N.A., in its capacity as Term Loan
Collateral Agent under the parallel debt provision set forth in the Term Loan Credit Agreement
and any person which may from time to time become a Term Loan Secured Party in accordance with
the provisions of the Term Loan Credit Agreement) (as each of these capitalized terms is
defined below), represented by the French Collateral Agent for the purposes of this Agreement;
	 
	4.	 	THE REVOLVING CREDIT SECURED PARTIES (including Bank of America, N.A., in its capacity as
Revolving Credit Collateral Agent under the parallel debt provisions set forth in the
Revolving Credit Agreement and any person which may from time to time become a Revolving
Credit Secured Party in accordance with the provisions of the Revolving Credit Agreement) (as
each of these capitalized terms is defined below), represented by the French Collateral Agent
for the purposes of this Agreement.
	 
	 	 	hereinafter individually referred to as a “Party” and collectively as the “Parties”.





WHEREAS:





	(A)	 	The Pledgor, the French Collateral Agent and the Beneficiaries are parties to a pledge of
receivables dated as of 17 December 2010 (the “Pledge of Receivables”) pursuant to which the
Pledgor has agreed to pledge its Receivables in favor of the French Collateral Agent for the
benefit of the Collateral Agent and the other Beneficiaries as security for the full
performance of the Secured Obligations (as each of these capitalized terms is defined in the
Pledge of Receivables).




22









 












	(B)	 	Pursuant to Clause 3 of the Pledge of Receivables, the Pledgor has undertaken to pledge in
favor of French Collateral Agent for the benefit of the Collateral Agent and the other
Beneficiaries any future Receivable resulting from agreements entered into by the Pledgor
after the date of execution of the Pledge of Receivables.
	 
	(C)	 	The Parties have agreed to pledge supplemental Receivables on the terms and conditions of
this supplemental pledge agreement (the “Supplemental Pledge Agreement”) and to amend
accordingly the Pledge of Receivables.
	 
	 	 	In this Supplemental Pledge Agreement, unless otherwise specified, capitalized terms and
expressions shall have the meaning given to them in the Pledge of Receivables.





NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	PLEDGE
	 
	(a)	 	As security for the full payment, discharge and performance by the Pledgor of the Secured
Obligations, the Pledgor irrevocably and unconditionally grants a pledge over the Receivables
listed in Exhibit 2 hereto in favor of the French Collateral Agent for the benefit of the
Collateral Agent and the other Beneficiaries, pursuant to the provisions of Article 2355 et
seq. of the French Civil Code (Code civil) and Articles L. 521-1 et seq. of the French
Commercial Code (Code de commerce).
	 
	(b)	 	The Parties expressly agree that the Pledged Receivables pledged under the Pledge of
Receivables shall remain pledged in favour of the French Collateral Agent for the benefit of
the Collateral Agent and the other Beneficiaries in accordance with the Pledge of Receivables
as amended by this Supplemental Pledge Agreement and any other Supplemental Pledge Agreement.
	 
	2.	 	AMENDMENTS
	 
	 	 	The Pledge of Receivables together with Schedule 2 thereto shall be amended with effect as
of the date hereof so that (i) any reference to the “Pledge” or the “Pledged Receivables” as
defined in Clause 1 of the Pledge of Receivables shall include the Receivables pledged
pursuant to this Supplemental Pledge Agreement, and (ii) any reference to the “Pledge of
Receivables” or “Agreement” shall be construed as a reference to the Pledge of Receivables
as amended by this Supplemental Pledge Agreement.
	 
	3.	 	NO NOVATION
	 
	(a)	 	This Supplemental Pledge Agreement amends the Pledge of Receivables. However, this
Supplemental Pledge Agreement shall in no event be construed as a novation of the Pledge of
Receivables or of the Pledgor’s obligations thereunder or of any other document or instrument
governing the Pledgor’s obligations pursuant to the Pledge of Receivables.




23









 












	(b)	 	This Supplemental Pledge Agreement forms part of the Pledge of Receivables and the provisions
of the Pledge of Receivables, including for the avoidance of doubt the provisions of Clause 15
(Costs, Expenses, Indemnities and Taxes) thereof, shall also apply to this Supplemental Pledge
Agreement.
	 
	4.	 	REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR
	 
	 	 	In addition to the representation and warranties of the Pledgor set forth in the Pledge of
Receivables, the Pledgor hereby represents and warrants to the French Collateral Agent and
the Beneficiaries that:
	 
	(c)	 	the Pledgor is at the date hereof the owner of the Receivables listed in Exhibit 2 to this
Supplemental Pledge Agreement, such Receivables being free and clear of any charge, pledge,
security, lien or encumbrance (other than the pledge created hereunder or otherwise permitted
under the Loan Documents);
	 
	(d)	 	all identification data in respect of the Pledged Receivables listed in Exhibit 2 to this
Supplemental Pledge Agreement are true, accurate and complete in all material respects as of
the date hereof; and
	 
	(e)	 	all the Receivables which can be pledged as of the date hereof have been pledged hereunder
and such Pledge will not result in any breach or default under any instrument to which the
Pledgor is bound except for violations or defaults that could not reasonably be expected to
result in a material adverse effect.
	 
	5.	 	NOTIFICATION, COLLECTION AND RECOVERY
	 
	(f)	 	For so long as no Event of Default has occurred and subject to the terms of this Agreement,
the Pledgor shall continue to receive the amounts due by the Debtors under the Pledged
Receivables in accordance with the provisions of the Underlying Agreements.
	 
	(g)	 	Upon the occurrence of an Event of Default which is continuing, the Pledgor shall no longer
be entitled to receive any amount due by the Debtors under the Pledged Receivables.
	 
	(h)	 	In accordance with Article 2362 of the French Civil Code (Code civil), the French Collateral
Agent will notify the Debtors by a notice substantially in the form of Schedule 3 (Form of
Notice of the Pledge of Receivables and of the occurrence of an Event of Default) to the
Pledge of Receivables informing them that (i) the Pledgor shall cease to receive any amount
paid under the Pledged Receivables and (ii) the Debtors shall pay any amounts due under the
Pledged Receivables directly to the benefit of the Beneficiaries to such account as the French
Collateral Agent shall have notified.
	 
	6.	 	INCORPORATION OF TERMS
	 
	 	 	The provisions of Clause 6 (Representation and Warranties), Clause 7 (Undertakings) and
Clause 10 (Enforcement of the Pledge) of the Pledge of Receivables Agreement shall




24









 






	 	 	be incorporated into this Supplemental Pledge as if set out in full in this Agreement and as
if references in those clauses to “this Agreement” were references to this Supplemental
Pledge.






	7.	 	GOVERNING LAW AND JURISDICTION
	 
	(i)	 	This Supplemental Pledge Agreement shall be governed by, and construed in accordance with,
French law.
	 
	(j)	 	The Pledgor agrees that the courts of France shall have jurisdiction to settle any disputes
in connection with this Supplemental Pledge Agreement and the Pledge, and accordingly submit
to the jurisdiction of the Commercial Court of Paris (Tribunal de commerce de Paris). This
Clause 7 is for the benefit of the French Collateral Agent and the Beneficiaries only. As a
result, nothing in this Clause shall limit the right of any Beneficiary to bring proceedings
against the Pledgor in connection with any other Loan Documents, Revolving Credit Loan
Documents or any other matter in any other court of competent jurisdiction. To the extent
allowed by law, the French Collateral Agent and the Beneficiaries may take concurrent
proceedings in any number of jurisdictions.





[LEFT INTENTIONALLY BLANK]



25









 





Made in [__________]

On [__________]



In as many original copies as parties to this Agreement




NOVELIS PAE S.A.S.

The Pledgor




By:______________________________________________________

duly authorised for the purpose

of this agreement




BANK OF AMERICA, N.A., as

French Collateral Agent

Acting on its own behalf and for the account and on behalf of the Beneficiaries

[_______________]




By: ______________________________________________________

duly authorised for the purpose

of this agreement




26









 





EXHIBIT 1




LIST OF BENEFICIARIES AS OF THE SIGNING DATE



27









 





EXHIBIT 21




LIST OF PLEDGED RECEIVABLES



28









 





SCHEDULE 3




FORM OF NOTICE OF THE PLEDGE OF RECEIVABLES AND OF THE

OCCURRENCE OF AN EVENT OF DEFAULT



	 	 	 

	De :

	 	BANK OF AMERICA, N.A., en qualité d’Agent des Sûretés (l“Agent des Sûretés”)
	 
	 	 
	A :

	 	[Debtor]
	 
	 	 
	Copie :

	 	Novelis PAE S.A.S., en qualité de constituant (le “Constituant”)






Lettre recommandée avec accusé de réception




[DATE]



Messieurs,




Nantissement de créances en date du [•] décembre 2010 entre le Constituant, les Bénéficiaires et




l’Agent des Sûretés





	1.	 	Nous nous référons à un acte de nantissement de créances en date du [•] décembre 2010 entre
Novelis PAE S.A.S., en qualité de Constituant, les personnes désignées en tant que
Bénéficiaires, BANK OF AMERICA, N.A., en qualité d’Agent des Sûretés Français et Bénéficiaire,
et les autres Bénéficiaires (le “Nantissement de Créances”), dont une copie figure ci-joint en
annexe
	 
	2.	 	Nous vous informons par la présente, que le Constituant a, en vertu du Nantissement de
Créances, nanti à notre profit, conformément aux articles 2355 et suivants du Code civil, les
créances (les “Créances Nanties”) (Pledged Receivables) qu’il détient à votre encontre au
titre de [contrat] en date du [•] conclu entre vous-même en qualité de [•] et [le Constituant]
en qualité de [•].
	 
	3.	 	Nous vous informons également, en vertu du Nantissement de Créances, qu’un Cas de Défaut
(Event of Default) est survenu.
	 
	4.	 	Par conséquent à compter de la date de réception de la présente et conformément aux termes du
Nantissement de Créances :






	 	(a)	 	vous devez cesser de payer les sommes dues par votre société au titre des
Créances Nanties au Constituant ;




29









 












	 	(b)	 	vous devez payer les sommes dues par votre société au titre des Créances
Nanties directement aux l’Agent des Sûretés et aux autres Bénéficiaires, au crédit du
compte bancaire dont les références sont : [•]






	5.	 	Enfin, nous vous informons qu’aucun amendement ou modification des stipulations du
Nantissement de Créances, dont pourrait résulter une réduction du montant des Créances Nanties
ou une prorogation de la date de paiement d’une quelconque des Créances Nanties, ne pourront
être conclus sans notre accord préalable écrit et qu’il vous est interdit de compenser le
paiement de cette créance avec toute autre créance que vous pourriez avoir contre le
Constituant.




Nous vous prions d’agréer, Messieurs, l’expression de nos sentiments distingués.


 




Au nom et pour le compte de BANK OF AMERICA, N.A.,




 







Par :

Qualité :



P.J. copie du Nantissement de Créances






30









 








Translation for information purposes only




	 	 	 

	From:

	 	BANK OF AMERICA, N.A., as French Collateral Agent (the “French
Collateral Agent”)
	 
	 	 
	To:

	 	[Debtor] as debtor (the “Debtor”)
	 
	 	 
	Copy:

	 	Novelis PAE S.A.S., as pledgor (the “Pledgor”)






Recorded delivery letter with confirmation of receipt




[DATE]



Sirs,




Pledge of Receivables dated [•] December 2010 among the Pledgor, the Beneficiaries and the French




Collateral Agent





	1.	 	We refer to that certain Pledge of Receivables dated [•]December 2010, by and among Novelis
PAE S.A.S., as Pledgor, the persons party thereto as Beneficiaries and BANK OF AMERICA, N.A.,
as French Collateral Agent (the “Pledge of Receivables”), and a copy of which is attached
hereto.
	 
	2.	 	We hereby inform you that, in accordance with Articles 2355 and seq. of the French Code
civil, and by virtue of the Pledge of Receivables, the Pledgor has pledged the receivables
(the “Pledged Receivables”) held by the Pledgor against your company under the [•] entered
into on [•] between [•] as [•] and [the Pledgor] as [•].
	 
	3.	 	We also inform you that an Event of Default, by virtue of the Pledge of Receivables, has
occurred.
	 
	5.	 	As a result, starting from the date of receipt of this notification and in accordance with
the terms and conditions of the Pledge of Receivables:






	 	(a)	 	you must cease payment of the amounts due by your company pursuant to the
Pledged Receivables to the Pledgor;
	 
	 	(b)	 	you must pay the amounts due by your company pursuant to the Pledged
Receivables directly to the French Collateral Agent and the Beneficiaries, by crediting
such amounts to the following bank account: [•]






	5.	 	We inform you that no amendment or modification of the terms and conditions of the Pledged
Receivables which may be expected to reduce the amount of the Pledged Receivables or postpone
the date of payment of any Pledged Receivable can be concluded




31









 






	 	 	without our prior written consent and that you are not entitled to set off the Pledged
Receivables with any other receivables you may hold against the Pledgor.




Yours faithfully,



  




For and on behalf of BANK OF AMERICA, N.A.



 




By:

Title:



Encl.: Copy of the Pledge of Receivables _______________________





32











 





December 17, 2010




AMONG



NOVELIS PAE S.A.S.

as Pledgor



and



BANK OF AMERICA, N.A.

as French Collateral Agent and Beneficiary



and



THE TERM LOAN SECURED PARTIES and

THE REVOLVING CREDIT SECURED PARTIES

as Beneficiaries



This Agreement is entered into with the benefit of and subject to the terms of an Intercreditor

Agreement dated December 17, 2010



 






PLEDGE OF STOCK WITHOUT DISPOSSESSION

(Contrat de Gage sans Deposession)



 





 









 





INDEX




	 	 	 

	1.   DEFINITIONS AND INTERPRETATION
	 	2
	2.   PLEDGE
	 	6
	3.   PRESERVATION OF SECURITY INTEREST
	 	6
	4.   DESCRIPTION OF THE PLEDGED STOCK
	 	7
	5.   INSURANCE
	 	7
	6.   REPRESENTATIONS AND WARRANTIES
	 	8
	7.   UNDERTAKINGS
	 	10
	8.   COVENANTS FOR FURTHER ASSURANCE
	 	11
	9.   PLEDGE UNDERTAKING
	 	11
	10. OBLIGATION TO PERFORM
	 	11
	11. REGISTER AND OBLIGATION TO INFORM
	 	11
	12. ENFORCEMENT
	 	12
	13. APPLICATION OF PROCEEDS
	 	13
	14. CERTIFICATES
	 	13
	15. CURRENCY CONVERSION
	 	13
	16. CHANGES TO THE PARTIES
	 	13
	17. COSTS, EXPENSES, TAXES AND INDEMNITY
	 	14
	18. REGISTRATION
	 	14
	19. TERM AND RELEASE
	 	14
	20. MISCELLANEOUS
	 	15
	21. NOTICES
	 	16
	22. ELECTION OF DOMICILE
	 	16
	23. PREVAILING AGREEMENT
	 	 
	24. LANGUAGE
	 	16
	25. INTERCREDITOR AGREEMENT GOVERNS
	 	16
	26. GOVERNING LAW AND JURISDICTION
	 	17






i









 






SCHEDULES




	 	 	 

	SCHEDULE 1 DESCRIPTION OF THE PLEDGED STOCK
	 	19
	SCHEDULE 2 FRENCH VERSION OF THIS AGREEMENT
	 	39






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THIS PLEDGE OF STOCK IS MADE BY AND AMONG THE UNDERSIGNED:





	1.	 	NOVELIS PAE S.A.S., a French société par actions simplifiée having its registered office at
725 rue Aristide Bergès, 38340 Voreppe, France, registered with the Grenoble Trade and
Companies Register under number 421 528 555, represented by a duly authorized signatory for
the purpose of this Agreement (as “Pledgor”);
	 
	2.	 	BANK OF AMERICA N.A., a company having its principal place of business at 135 South LaSalle
Street, Suite 425, Chicago, Illinois 60603 (United States of America), acting in its capacity
as French Collateral Agent (as defined below) on its own behalf and for the account and on
behalf of the Beneficiaries (as defined below) (the “French Collateral Agent”);
	 
	3.	 	THE TERM LOAN SECURED PARTIES (including Bank of America, N.A., in its capacity as Term Loan
Collateral Agent under the parallel debt provisions set forth in the Term Loan Agreement and
any person which may from time to time become a Term Loan Secured Party in accordance with the
provisions of the Term Loan Credit Agreement) (as each of these capitalized terms is defined
below), represented by the French Collateral Agent for the purposes of this Agreement;
	 
	4.	 	THE REVOLVING CREDIT SECURED PARTIES (including Bank of America, N.A. in its capacity as
Revolving Credit Collateral Agent under the parallel debt provisions set forth in the
Revolving Credit Agreement and any person which may from time to time become a Revolving
Credit Secured Party in accordance with the provisions of the Revolving Credit Agreement) (as
each of these capitalized terms is defined below), represented by the French Collateral Agent
for the purposes of this Agreement.




WHEREAS:





	(A)	 	Pursuant to the Term Loan Credit Agreement, the Lenders have agreed to extend credit to the
Borrower in the form of Loans on the terms referred to in the Term Loan Credit Agreement, and
for the purposes therein mentioned (as each of these capitalized terms is defined in the Term
Loan Credit Agreement).
	 
	(B)	 	Pursuant to clause 11.24 (Parallel Debt) of the Term Loan Credit Agreement, the Pledgor has
undertaken to pay the Term Loan Collateral Agent (as defined in the Intercreditor Agreement)
as a separate and independent obligation an amount equal to, and in the currency of, each
amount owed by it to the Term Loan Secured Parties under the Term Loan Credit Agreement and
the other Loan Documents (as defined below).
	 
	(C)	 	Pursuant to the Revolving Credit Agreement, the Lenders and the Issuing Banks have agreed to
extend credit in the form of Loans or Letters of Credit on the terms referred to in the
Revolving Credit Agreement and for the purposes therein mentioned (as each of these
capitalized terms is defined in the Revolving Credit Agreement).
	 
	(D)	 	Pursuant to clause 11.24 (Parallel Debt) of the Revolving Credit Agreement, the Pledgor has
undertaken to pay the Revolving Credit Collateral Agent (as defined in




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	 	 	the Intercreditor Agreement) as a separate and independent obligation an amount equal to,
and in the currency of, each amount owed by it to the Revolving Credit Secured Parties under
the Revolving Credit Agreement and the other Loan Documents (as defined below).
	 
	(E)	 	Pursuant to the Term Loan Credit Agreement, it is a condition precedent to the availability
of the facilities under the Term Loan Credit Agreement that the Pledgor as security for the
due performance of the Term Loan Secured Obligations (as defined below) grants for the benefit
of the Term Loan Collateral Agent and the other Term Loan Secured Parties a first priority
pledge over its Stock.
	 
	(F)	 	Pursuant to the Revolving Credit Agreement, it is a condition precedent to the Credit
Extension (as defined in the Revolving Credit Agreement) that the Pledgor as security for the
due performance of the Revolving Credit Secured Obligations (as defined below) grants for the
benefit of the Revolving Credit Collateral Agent and the other Revolving Credit Secured
Parties a second priority pledge over its Stock (as defined below).
	 
	(G)	 	Pursuant to the Appointment Agreement, the French Collateral Agent is appointed in order that
the French Collateral Agent be entitled to register, perform and enforce any security interest
(sûreté réelle) granted by the Pledgor in accordance with Article 2328-1 of the French Code
Civil.





NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions






	(a)	 	In this Agreement (including the recitals), unless otherwise specified, capitalized terms and
expressions shall have the meaning given to them in the Clause or paragraph of this Agreement
in which they first appear.
	 
	(b)	 	The following terms and expressions shall have the meaning given to them below:
	 
	 	 	“Agreement” (“Contrat de Gage”) means this pledge of stock agreement (contrat de gage de
stocks) together with the schedules hereto, as amended or supplemented from time to time.
	 
	 	 	“Appointment Agreement” means that certain agreement dated on or about the date hereof by
and between among others Bank of America, N.A., as Revolving Credit Administrative Agent and
Revolving Credit Collateral Agent and Bank of America, N.A., as Term Loan Administrative
Agent and Term Loan Collateral Agent, Novelis Inc. as Administrative Borrower and Novelis
Pae S.A.S. (as each of these capitalized terms is defined in the Intercreditor Agreement)
(as the same may be amended, restated, supplemented or otherwise modified from time to
time).
	 
	 	 	“Beneficiaries” (or “Bénéficiaires”) means:




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     (i) Bank of America as Term Loan Collateral Agent and Revolving Loan Collateral Agent,




     (ii) the other Term Loan Secured Parties, and




     (iii) the other Revolving Credit Secured Parties.




	 	 	“Discharge Date” means the date of the occurrence of the Discharge of Senior Lien Secured
Obligations, as defined in the Intercreditor Agreement.
	 
	 	 	“Event of Default” (or “Cas de Défaut”) means an “Event of Default” as defined in the Term
Loan Credit Agreement or an “Event of Default” as defined in the Term Loan Credit Agreement
or the Revolving Credit Agreement, as applicable.
	 
	 	 	“French Collateral Agent” (or “Agent des Sûretés Français”) means BANK OF AMERICA, N.A., or
any person which becomes French Collateral Agent in accordance with the provisions of the
Revolving Credit Agreement.
	 
	 	 	“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the date
hereof by and among the parties thereto, the Administrative Agent, the Collateral Agent, the
Administrative Agent under the Revolving Credit Agreement and the Collateral Agent under the
Revolving Credit Agreement, and such other persons as may become party thereto from time to
time pursuant to the terms thereof, as the same may be amended, restated, supplemented or
otherwise modified from time to time.
	 
	 	 	“Loan Documents” shall have the meaning set forth in the Term Loan Credit Agreement and the
Revolving Credit Agreement, as applicable.
	 
	 	 	“Loan Parties” means the persons designated as Loan Parties under the Term Loan Credit
Agreement and the Revolving Credit Agreement.
	 
	 	 	“Pledge” means this first priority pledge (gage) over the Pledged Stock as defined in Clause
2 (Pledge) of this Agreement.
	 
	 	 	“Pledged Stock” means the Stock pledged by the Pledgor in favor of the Beneficiaries in
accordance with Clause 2 of this Agreement.
	 
	 	 	“Products” means the end products (produits finis), raw materials (matières premières),
components (pièces détachées), spare parts (pièces de rechange) and all elements used for
manufacturing the goods sold by the Pledgor.
	 
	 	 	“Revolving Credit Agreement” (or “Convention de Crédit Revolving”) means the Credit
Agreement dated on or about the date of this Agreement (as amended, restated or otherwise
modified from time to time) between, amongst others, Novelis Inc., as “Parent Borrower”,
Novelis Corporation, as “U.S. Borrower”, and the other U.S. Subsidiaries of Parent Borrower
party thereto as “U.S. Borrowers”, Novelis UK Ltd, as “U.K. Borrower”, Novelis AG, as “Swiss
Borrower”, Novelis North America Holdings, Inc., and Novelis Acquisitions LLC as
“Borrowers”, AV METALS INC., as “Parent Guarantor”, the “Other Guarantors” party thereto,
the lenders party thereto, and Bank of America, N.A., as “Issuing Bank”, “U.S. Swingline
Lender”, “Administrative Agent” and “Collateral Agent” (all as defined therein).




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	 	 	“Revolving Credit Secured Obligations” means the “Secured Obligations” as defined in the
Revolving Credit Agreement, including all present and future obligations and liabilities of
the Pledgor as a Loan Party to the Revolving Credit Collateral Agent under clause 11.24 of
the Revolving Credit Agreement. For the avoidance of doubt, the Revolving Credit Secured
Obligations shall be limited pursuant to section 7.15 (French Guarantor) of the Revolving
Credit Agreement.
	 
	 	 	“Revolving Credit Secured Parties” means, collectively, the Revolving Credit Claimholders
(as defined in the Intercreditor Agreement).
	 
	 	 	“Secured Obligations” (or “Obligations Garanties”) means the Revolving Credit Secured
Obligations and the Term Loan Secured Obligations.
	 
	 	 	“Security Interest” means any mortgage, pledge, lien charge (whether fixed or floating),
assignment, hypothecation or security interest or any other agreement or arrangement having
the purpose or effect of conferring security.
	 
	 	 	“Security Period” means the period beginning on the date hereof and ending on the Discharge
Date.
	 
	 	 	“Stock” means the Products held or stocked in the Stocking Zone at any time.
	 
	 	 	“Stocking Zone” means the zone where the Products are stored and stocked, located in the
locations identified in Schedule 1 hereto, as well as all equipment (e.g. containers,
storage, vessels, vats, trailers) used for their transportation.
	 
	 	 	“Term Loan Credit Agreement” (or “Convention de Prêt à Terme”) means the Credit Agreement
dated on or about the date of this Agreement (as amended, restated or otherwise modified
from time to time) between, amongst others, Novelis Inc., as “Borrower”, AV METALS INC., as
“Holdings”, the “Other Guarantors” party thereto, the lenders party thereto and Bank of
America, N.A. as “Administrative Agent” and “Collateral Agent” (all as defined therein).
	 
	 	 	“Term Loan Secured Obligations” means the “Secured Obligations” as defined in any of the
Term Loan Credit Agreement, including all present and future obligations and liabilities of
the Pledgor as a Loan Party to the Term Loan Collateral Agent under clause 11.24 of the Term
Loan Credit Agreement. For the avoidance of doubt, the Term Loan Secured Obligations shall
be limited pursuant to section 7.15 (French Guarantor) of the Term Loan Credit Agreement.
	 
	 	 	“Term Loan Secured Parties” means collectively, the Term Loan Secured Parties (as defined
in the Intercreditor Agreement).






	(a)	 	Capitalized terms used in this Agreement (including the recitals) and not otherwise defined
herein shall have the meaning ascribed thereto in the Term Loan Credit Agreement or the
Revolving Credit Agreement, as the context may require, and shall be interpreted and construed
in accordance therewith.




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	1.2	 	Construction
	 
	(a)	 	In this Agreement, unless otherwise indicated, a reference to:






	 	(i)	 	“assets” includes properties, business, undertakings, revenues and rights of
every description present, future and contingent (including uncalled share capital) and
every kind of interest in an asset;
	 
	 	(ii)	 	“authorization” means an authorization, consent, approval, license, exemption,
filing, notarization or registration, including any obligation to produce an
authenticated deed;
	 
	 	(iii)	 	“indebtedness” includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money, whether present or future, actual or
contingent;
	 
	 	(iv)	 	a “regulation” includes any regulation, rule, order, official directive,
request or guideline (whether or not having the force of law) of any governmental body,
agency, department or regulatory, self-regulatory or other authority or organization;
	 
	 	(v)	 	a “Clause” or a “Schedule” is, unless otherwise specified, a reference to a
clause or a schedule to this Agreement;
	 
	 	(vi)	 	a provision of a law is a reference to that provision as applied, amended or
re-enacted;
	 
	 	(vii)	 	a “person” includes any person, firm, company, corporation, government, state
or agency of a state or any grouping (whether or not having separate legal personality)
of two or more of the foregoing;
	 
	 	(viii)	 	a “successor” of a person includes its permitted assignees, persons subrogated to its
rights and any persons who, under the laws of its jurisdiction of incorporation or
domicile, succeeds to its rights and obligations under this Agreement by operation of
law (in particular by virtue of a fusion or apport partiel d’actifs);
	 
	 	(ix)	 	a time of day is a reference to Paris time;
	 
	 	(x)	 	words importing the plural shall include the singular and vice versa;
	 
	 	(xi)	 	a “party” to this Agreement or other person includes, unless otherwise provided
in this Agreement, such party’s or person’s permitted successors, assignees,
transferees or substitutes;
	 
	 	(xii)	 	an “agreement” or “document” is a reference to that agreement or document as
amended, varied, novated or supplemented from time to time.






	(b)	 	The index to and the headings in this Agreement are for convenience only and are to be
ignored in construing this Agreement.
	 
	(c)	 	An Event of Default is continuing if it has not been remedied or waived.




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	(d)	 	Any reference to the French Collateral Agent shall be deemed as a reference to the French
Collateral Agent acting in its own name and in the name and for the account of the
Beneficiaries in accordance with the provisions of the Loan Agreement. Any reference to the
Collateral Agent shall be deemed a reference to the Term Loan Collateral Agent and the
Revolving Credit Collateral Agent (as defined in the Intercreditor Agreement).
	 
	(e)	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Term Loan Credit Agreement or the
Revolving Credit Agreement, it is the intention of the parties hereto that such terms and
provisions in such documents shall be read together and construed, to the fullest extent
possible, to be in concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions of the Term Loan
Credit Agreement or the Revolving Credit Agreement, as applicable, shall govern and control.
	 
	(f)	 	This Agreement is entered into with the benefit of and subject to the terms 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.
	 
	(g)	 	This Agreement is designated a Loan Document for the purposes of the Term Loan Credit
Agreement and the Revolving Credit Agreement.






	2.	 	PLEDGE






	2.1	 	As security for the full payment, discharge and performance by the Pledgor of the Secured
Obligations, the Pledgor hereby creates a pledge without dispossession (gage sans dépossession
de premier rang) in favor of the French Collateral Agent for the benefit of the Collateral
Agent and the Beneficiaries pursuant to the provisions of articles 2333 et seq. of the French
Civil Code (Code civil) (the “Pledge”), over the Stock described in Clause 4 of this Agreement
(the “Pledged Stock”).
	 
	2.2	 	Pursuant to the provisions of article 2342 of the French Civil Code (Code civil), the Pledge
shall extend to any Stock substituted for or added to the Pledged Stock in the Stocking Zone
under the same terms and conditions as the Pledged Stock stocked in the Stocking Zone as of
the date of this Agreement.
	 
	2.3	 	The Pledgor waives any right it may have to require the French Collateral Agent or the
Beneficiaries to enforce any Security Interest with respect to any other person before
enforcing the rights granted hereby, and any other right the Pledgor may have to require the
Beneficiaries to enforce their rights in a specific order pursuant to this Agreement.
	 
	3.	 	PRESERVATION OF SECURITY INTEREST
	 
	3.1	 	Continuing security
	 
	 	 	The Security Interest constituted by the Pledge created hereby shall extend until the
Discharge Date.




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	3.2	 	Additional security
	 
	 	 	This Agreement and the Pledge created hereby are in addition and without prejudice to any
other guarantees or Security Interests existing or to be created or granted either by the
Pledgor or any other person pursuant to the terms of the Loan Documents.






	3.3	 	Security transfer
	 
	 	 	In the event of any assignment, transfer, novation or disposal of a part or all of its
rights and obligations by any Beneficiary under each and any of the Loan Documents to which
such Beneficiary is a party, such Beneficiary hereby expressly maintains, which the Pledgor
accepts, all its rights and privileges hereunder for the benefit of its successor, in
accordance with the terms of Article 1278 of the French Civil Code (Code civil) so that the
Pledge herein created will secure the Secured Obligations to the benefit of such successor,
without further formalities.






	3.4	 	Amendment to the Loan Documents or the Secured Obligations
	 
	 	 	This Agreement and the Pledge created hereby is irrevocable and will remain in force until
the Discharge Date notwithstanding any amendment, restatement, renewal or extension of the
term of the Term Loan Credit Agreement, Revolving Credit Agreement or any other Loan
Document, or any waiver thereunder or any change in the amount of credit granted pursuant to
the Loan Documents.






	4.	 	DESCRIPTION OF THE PLEDGED STOCK
	 
	 	 	The Pledged Stock has, as of the date hereof, the following characteristics, which are more
fully described in Annex 1:






	(a)	 	ownership: the Pledgor;
	 
	(b)	 	nature and type: (i) spare parts and consumables, (ii) in progress manufactured equipments
and (iii) delivered equipments on percentage of completion.
	 
	(c)	 	value: as of December 10, 2010, EUR 6,237,722.59; and
	 
	(d)	 	location: the Pledged Stock is located in the Stocking Zone.
	 
	5.	 	INSURANCE
	 
	5.1	 	Insurance of the Pledged Stock
	 
	 	 	The Pledgor represents that, as at the date hereof, the Pledged Stock is insured, in
accordance with the Pledgor’s standard business practice and to the extent required under
the Loan Documents, against destruction, loss, and fire, dispossession and expropriation
risks by Zurich Insurance Ireland LTD France represented by Marsh SA under insurance policy
number 00008302750D.




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	5.2	 	Event of Default
	 
	 	 	In the event that an Event of Default has occurred, the French Collateral Agent shall notify
the insurance company mandated to insure the Pledged Stock, in order to oppose payment
(faire opposition) of the insurance indemnities to the Pledgor.
	 
	5.3	 	Subrogation of the Beneficiaries in the Event of a Claim
	 
	 	 	In case of damages incurred on any of the Pledged Stock, the French Collateral Agent and the
Beneficiaries shall be subrogated in all rights and privileges of the Pledgor arising from
any insurance indemnities related to the Pledged Stock, without requiring any specific
delegation, pursuant to article L. 121-13 of the French Insurance Code (Code des
assurances), and shall be able, in the event of an Event of Default that has not been
remedied or waived, to recover the said indemnities directly, up to the amount that is due
to the French Collateral Agent and the Beneficiaries in respect of the Secured Obligations.
	 
	6.	 	REPRESENTATIONS AND WARRANTIES
	 
	6.1	 	Representations and Warranties
	 
	 	 	The Pledgor hereby represents and warrants to the French Collateral Agent and the
Beneficiaries that:






	 	(i)	 	the Pledgor is a société par actions simplifiée duly incorporated and validly
existing under the laws of France;
	 
	 	(ii)	 	the execution, delivery and performance by the Pledgor of this Agreement have
been duly authorized by the relevant corporate bodies of the Pledgor and all necessary
steps have been taken to ensure such a result;
	 
	 	(iii)	 	each obligation of the Pledgor under the Agreement constitutes a valid
undertaking enforceable in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganisation, moratorium or other laws affecting creditors’
rights generally;
	 
	 	(iv)	 	the entry into and delivery of and the exercise of its rights and the
performance of its obligations under this Agreement do not breach or conflict with its
by-laws (statuts) nor with the provisions of any agreement to which it is a party or
any applicable laws or regulations;
	 
	 	(v)	 	the Pledgor does not benefit from any immunity of jurisdiction or enforcement
(including, without limitation, any immunity permitting it to escape any protective
measures or means of enforcement), whether for itself or for one of its assets;
	 
	 	(vi)	 	the Pledgor is not in a situation of suspension of payment (cessation des
paiements) and no action, measure or proceedings whatsoever have been taken or
commenced or, to the Pledgor’s knowledge, contemplated by any person for the purpose of
(a) carrying out or requesting the suspension of payments, dissolution, judicial
reorganization (procédure de sauvegarde or redressement judiciaire) or judicial
liquidation or appointment of an official receiver or a




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	 	 	 	conciliator of the Pledgor or any of its assets, or (b) opening, negotiating and/or
instituting any out-of-court conciliation (amicable conciliation, ad hoc mandate)
relating to the Pledgor’s debts or any procedure of the same type or having the same
purpose as provided for by the law n°2005-845 of July 26, 2005 on the safeguard of
companies;
	 
	 	(vii)	 	the Pledgor is the rightful owner of the Pledged Stock and the Pledged Stock
is not subject to any Security Interest other than the Security Interests conferred
upon it by applicable law, this Agreement or as otherwise permitted under the Loan
Documents;
	 
	 	(viii)	 	the Pledged Stock is not subject, at the date hereof, to any Security Interest which
is not permitted under the Loan Documents;
	 
	 	(ix)	 	once the requisite formalities have been complied with, this Agreement shall
constitute a pledge without dispossession, valid and enforceable against the Pledgor
and third parties, to secure the Secured Obligations, subject to applicable bankruptcy,
insolvency, reorganisation, moratorium or other laws affecting creditors’ rights
generally;
	 
	 	(x)	 	subject to Clause 17 hereunder, any licenses or permits, and any opinions,
registrations or approvals required by any governmental authority whatsoever, necessary
for the execution, validity or effectiveness of this Pledge have been obtained, put
into place, and are in full force;
	 
	 	(xi)	 	the Pledged Stock constitutes the Pledgor’s only stock; as of the date hereof,
the Pledgor had no other stock that could be made the subject of a pledge under this
Agreement;
	 
	 	(xii)	 	there are no claims or proceedings with respect to the ownership of the
Pledged Stock and, to its knowledge, no claims or proceedings are pending or threatened
before any courts or arbitration panels in France or abroad with respect to the Pledged
Stock;
	 
	 	(xiii)	 	the Pledged Stock is not subject to any other legal, contractual or judicial
restriction that could affect the transferability or the value of the Pledged Stock or
any portion thereof, or the rights of the French Collateral Agent and the Beneficiaries
with respect to the Pledge;
	 
	 	(xiv)	 	the execution and creation of this Pledge is in the Pledgor’s corporate
interest; and
	 
	 	(xv)	 	the description of the Pledged Stock appearing as Schedule 1 hereto is
exhaustive and correct in all relevant respects as of the date hereof.






	6.2	 	Time for making representations and warranties
	 
	 	 	The representations and warranties set forth in Clause 5.1 (Representations and Warranties)
will remain in effect after the execution and delivery of this Agreement and shall remain
applicable and in full force and effect until the Discharge Date.




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	7.	 	UNDERTAKINGS
	 
	 	 	The Pledgor hereby undertakes to the French Collateral Agent and the Beneficiaries that, as
from the date hereof and until the Discharge Date:
	 
	(a)	 	the Pledgor will maintain the Pledged Stock with due care;
	 
	(b)	 	the Pledgor will not assign, transfer or otherwise dispose of the whole or any part of the
Pledged Stock or any of its rights whatsoever by virtue of the Pledged Stock, except as
permitted under the Loan Documents;
	 
	(c)	 	the Pledgor will give notice, as soon as possible, to the French Collateral Agent of any
attachment or other protective measure relating to the Pledged Stock or to any of its
component products; and more generally, it will promptly notify the French Collateral Agent of
any occurrence, including any dispute, which is likely to materially affect any of the
Products forming part of the Pledged Stock in order to allow the French Collateral Agent to
effectively ensure that the value and efficacy of this Security Interest is maintained;
	 
	(d)	 	the Pledgor will maintain the Security Interest created by this Agreement as a Security
Interest having a first ranking, subject to liens permitted under the Loan Documents;
	 
	(e)	 	the Pledgor will not create or allow the creation of any Security Interest whatsoever, other
than the Pledge, over the Pledged Stock or any of its elements, except those permitted under
the terms of the Loan Documents, if applicable;
	 
	(f)	 	the Pledgor will grant a Security Interest in favor of the French Collateral Agent and the
Beneficiaries, substantially on the terms set forth herein and as security for the Secured
Obligations, over any stock substituted for or added to the Pledged Stock after the date
hereof;
	 
	(g)	 	the Pledgor will comply with all applicable laws and regulations, where failure to comply
with such laws may affect its capacity to execute its obligations pursuant to this Agreement;
	 
	(h)	 	the Pledgor will promptly provide to the French Collateral Agent all information relating to
the Pledged Stock which the French Collateral Agent may from time to time reasonably require;
	 
	(i)	 	the Pledgor will maintain at the disposal of the French Collateral Agent a statement of the
existing Stock as well as the accounting records of any operations relating thereto. The
French Collateral Agent may at any time cause a statement of the Stock which is the subject
matter hereof to be effected;
	 
	(j)	 	the Pledgor will pay all taxes due with respect to the Pledged Stock, except where such
payment may in good faith be contested or where payment can lawfully be withheld and where
proper provisions have been made for such taxes in its accounts;
	 
	(k)	 	the Pledgor will take all commercially reasonable steps necessary to defend its rights in
respect of the Pledged Stock against any claim or demand of any person in order to protect the
rights of the French Collateral Agent and the Beneficiaries over the




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	 	 	Pledged Stock, and shall promptly keep the French Collateral Agent informed of any such
claim or demand; and
	 
	(l)	 	the Pledgor will execute any amendment to this Agreement and/or any other document that may
reasonably be requested by the French Collateral Agent, acting on its own behalf and on behalf
of the Beneficiaries, in order to reconfirm or restate the Pledge herein constituted and to
include as beneficiary of such Pledge any successor or assignee, including any person party to
the Loan Documents, in the event of a substitution, merger or restructuring in any form
whatsoever of any of the Beneficiaries, the Pledgor or any entity assuming the obligations of
the Pledgor.






	8.	 	COVENANTS FOR FURTHER ASSURANCE
	 
	 	 	The Pledgor shall from time to time, at its own expenses, promptly execute and deliver all
further instruments and documents and take all further action that the French Collateral
Agent may reasonably request, in order to protect the rights of the French Collateral Agent
and the Beneficiaries pursuant to this Agreement or facilitate the exercise and enforcement
of their rights, powers and remedies hereunder with respect to the Pledged Stock. To this
end, the Pledgor shall in particular execute all documents or instruments and give all
notices, orders and directions and carry out all registrations which the French Collateral
Agent may reasonably request.
	 
	9.	 	PLEDGE UNDERTAKING
	 
	9.1	 	Without prejudice to its obligations pursuant to the Loan Documents, the Pledgor irrevocably
undertakes, at its own expense and at the French Collateral Agent’s first request, to take all
necessary steps and complete all necessary formalities in order to extend the effects of the
Pledge to any newly acquired Stock.
	 
	9.2	 	The extension of the effects of the Pledge as contemplated in the Clause above shall become
effective with the execution of a letter amending this Agreement, provided that the execution
of such letter does not entail a novation.
	 
	10.	 	OBLIGATION TO PERFORM
	 
	 	 	It is expressly agreed that, notwithstanding anything to the contrary in this Agreement, the
Pledgor shall remain liable during the Security Period to observe and perform all of the
conditions and obligations assumed by it in respect of the Pledged Stock, and the
Beneficiaries and the French Collateral Agent shall be under no obligation or liability by
reason of, or arising out of, this Agreement. The Beneficiaries and the French Collateral
Agent shall not be under any obligation to, or be required in any manner to perform or
fulfill any obligation of the Pledgor in respect of the Pledged Stock, or to make any
payment or to present or file any claim or take any other action to collect or enforce the
payment of any amount to which it may have been or to which it may be entitled hereunder at
any time.
	 
	11.	 	REGISTER AND OBLIGATION TO INFORM
	 
	11.1	 	The Pledgor undertakes to maintain, during the Security Period, a register or statement of
the Pledged Stock in which any transactions with respect to the Pledged Stock shall be
recorded, and to allow free access to such register to the French




11









 






	 	 	Collateral Agent, acting for its own account and on behalf of the Beneficiaries, and to
provide to the French Collateral Agent, at its first request, any information that the
French Collateral Agent could reasonably request relative to the Pledged Stock.
	 
	11.2	 	Without prejudice to the obligation mentioned in Clause 11.1 above, the Pledgor undertakes to
send a report containing the information set forth in Clause 11.3 below, on the
21th day following the end of each quarter of the civil calendar, to the French
Collateral Agent, acting in the name and on behalf of the Beneficiaries.
	 
	11.3	 	The following information must appear in this report, in order to allow the French Collateral
Agent to identify the Pledged Stock, its value and its location:
	 
	(a)	 	the Stocking Zone;
	 
	(b)	 	the nature of the Pledged Stock; and
	 
	(c)	 	the quantity of Pledged Stock.
	 
	12.	 	ENFORCEMENT






	 	 	Subject to the provisions of the Intercreditor Agreement:
	 
	12.1	 	Upon the occurrence of an Event of Default, and at any time thereafter, the French Collateral
Agent, acting for its own account and for the account and on behalf of the Beneficiaries, will
be entitled, at its sole discretion and over all of the Products that comprise the Pledged
Stock, to enforce all rights and privileges that the French Collateral Agent and the
Beneficiaries may have by virtue of this Agreement or that belong to any other pledgor, to
realize the value of the Pledge, including by public sale, court-ordered sale or transfer of
all rights, in accordance with articles 2346, 2347 and 2348 et seq. of the French Civil Code
(Code civil), without prejudice of any other right or action that could be independently or
simultaneously enforced or engaged.
	 
	12.2	 	The Pledgor hereby undertakes to provide to the French Collateral Agent and the Beneficiaries
any assistance which may be necessary for the purpose of enforcing this Pledge, to execute any
deed or document and to accomplish any formalities which may be necessary for such purpose and
to indemnify the French Collateral Agent and the Beneficiaries against any losses, expenses or
any costs reasonably incurred by the French Collateral Agent and the Beneficiaries by virtue
of this Agreement or on account of such enforcement.
	 
	12.3	 	Upon the occurrence of an Event of Default and at any time thereafter, the French Collateral
Agent may declare the Pledge, by registered letter, to any insurance company with which the
Pledgor has taken out insurance policies with respect to the Pledged Stock in order to oppose
(faire opposition) the payment of the insurance indemnities to the Pledgor.
	 
	12.4	 	The Pledgor hereby expressly waives any right it may have to the beneficio excussionis and
beneficio divisionis provided for by Articles 2298 and 2303 respectively of the French Civil
Code (Code civil) and therefore shall not be entitled to require the French Collateral Agent
and the Beneficiaries to initiate proceedings against, enforce any rights or security, claim
payment from, or file any legal claim




12









 






	 	 	against any other Loan Party or any other guarantor whatsoever, before making a claim for
payment from the Pledgor pursuant to this Agreement.






	13.	 	APPLICATION OF PROCEEDS
	 
	 	 	The proceeds from the sale or the retention of the Pledged Stock pursuant to the enforcement
of this Pledge shall be applied to the repayment of the Secured Obligations, as set out and
in the order and priority set forth under the Intercreditor Agreement. The French
Collateral Agent and the Beneficiaries shall in no case be liable for the value retained for
the enforcement of the Pledge.






	14.	 	CERTIFICATES
	 
	 	 	Any certification or determination by the French Collateral Agent setting forth an amount
under this Agreement is, in the absence of manifest error, prima facie evidence of the
matters to which it relates.






	15.	 	CURRENCY CONVERSION
	 
	 	 	For the purpose of or pending the discharge of any of the Secured Obligations and subject to
the provisions of the Loan Documents, the French Collateral Agent and the Beneficiaries may
convert any money received, recovered or realized or subject to application by them under
this Agreement from one currency to another, as they think fit, and any such conversion
shall be effected at the relevant French Collateral Agent’s or the Beneficiary’s spot rate
of exchange for the time being for obtaining such other currency with the first currency.






	16.	 	CHANGES TO THE PARTIES
	 
	(a)	 	All the rights, privileges, powers, discretions and authorities of the French Collateral
Agent and the Beneficiaries hereunder will benefit their respective successors and assignees
and all terms, conditions, representations and warranties and undertakings of the Pledgor
hereunder shall oblige its respective successors and assignees in the same manner, it being
agreed and understood that:






	 	(i)	 	the Pledgor shall not assign, transfer, novate or dispose of any of, or any
interest in its rights and/or obligations under this Agreement except as permitted
under the Loan Documents, and
	 
	 	(ii)	 	the Beneficiaries and the French Collateral Agent shall be entitled to assign,
transfer, novate or dispose of any of, or any interest in their rights and/or
obligations hereunder to any successor in accordance with the provisions of the
relevant Loan Documents.






	(b)	 	The provisions of this Agreement and the rights arising therefrom shall remain in full force
and effect and benefit to any successors, transferees or assignees of the French Collateral
Agent or a Beneficiary, without any specific notice, registration or reiteration, in case,
inter alios, of any sale, merger, demerger, spin-off or assets contribution which the French
Collateral Agent or a Beneficiary may decide to proceed. It is expressly agreed that an asset
contribution or a partial merger within the




13









 






	 	 	meanings of Articles L. 236-1 et seq. of the French Commercial Code (Code de commerce) shall
be deemed to be a transfer for the purpose of the present provision.
	 
	(c)	 	The French Collateral Agent and the Beneficiaries shall be entitled to disclose such
information concerning the Pledgor or any other person and this Agreement as they consider
appropriate to any actual or proposed direct successor, or to any person to whom information
may be required to be disclosed pursuant to the laws and regulations in force.






	17.	 	COSTS, EXPENSES, TAXES AND INDEMNITY
	 
	(a)	 	The Pledgor shall bear any expense which the French Collateral Agent or any Beneficiary may
incur in connection with the preparation and execution of this Agreement, as well as any
expenses incurred in connection with the preservation or enforcement of the French Collateral
Agent and the Beneficiaries’ rights under this Agreement and the Pledge, all in accordance
with the terms of the Term Loan Credit Agreement (in respect of the Term Loan Secured Parties)
and the Revolving Credit Agreement (in respect of the Revolving Credit Secured Parties).
	 
	(b)	 	The Pledgor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the French Collateral Agent and the Beneficiaries against any action which
any of it may sustain as a consequence of any breach by the Pledgor of the provisions of this
Agreement, the exercise or purported exercise of any of the rights and powers conferred on any
of it by this Agreement or otherwise relating to the Pledged Stock.
	 
	(c)	 	The Pledgor shall pay all stamp, registration and other taxes to which this Agreement, the
Pledge or any judgment given in connection with it is or at any time may be subject and shall,
from time to time, indemnify the French Collateral Agent and the Beneficiaries on demand
against any liabilities, costs, claims and expenses resulting from any failure to pay or delay
in paying any such Tax.






	18.	 	REGISTRATION
	 
	(a)	 	The Pledge shall be registered on the special registry by the French Collateral Agent,
pursuant to article 2338 of the French Civil Code (Code civil), acting in the name and on
behalf of the Beneficiaries, in accordance with the terms of decree No. 2006-1804 of December
23, 2006 and the order (arrêté) of February 1, 2007 (published in the JO of February 10,
2007).
	 
	(b)	 	Any holder of an original of this Agreement is hereby granted all powers necessary in order
to complete the registration formalities contemplated by this Agreement.






	19.	 	TERM AND RELEASE
	 
	(a)	 	This Agreement shall come into force as at the date hereof and shall remain in full force and
effect until the end of the Discharge Date.
	 
	(b)	 	The Pledgor irrevocably and unconditionally undertakes to renew the registration of the
present Pledge if, upon the expiry of the Pledge, any of the Secured Obligations remains
unpaid, is not performed or discharged and the Pledgor irrevocably accepts




14









 






	 	 	such a renewal of the registration and, in the common interest of the parties, gives the
French Collateral Agent the irrevocable authority and power to sign all deeds and documents
and complete all necessary formalities to this end.
	 
	(c)	 	As soon as practicable after the Security Period and at the request and expense of the
Pledgor, the French Collateral Agent shall immediately take all steps in order to formalize
any deed of release releasing the Pledgor from all its obligations and responsibilities under
this Agreement.
	 
	(d)	 	If the French Collateral Agent is authorized to release in whole or in part the Pledged Stock
under both the Term Loan Credit Agreement and the Revolving Credit Agreement, the French
Collateral Agent is authorized to release such collateral under this Agreement.
	 
	(e)	 	The Pledge shall extend to the ultimate balance of the Secured Obligations, regardless of any
intermediate payment or discharge. The French Collateral Agent and the Beneficiaries shall be
entitled not to release the Pledge until they have been paid of all sums owed to them by the
Pledgor which are due and payable.






	20.	 	MISCELLANEOUS
	 
	(a)	 	No failure to exercise, nor any delay in exercising, on the part of the French Collateral
Agent or any Beneficiary, any right or remedy under this Agreement shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any further or other
exercise of that right or remedy or the exercise of any other right or remedy. The rights and
remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law. The Beneficiaries and the French Collateral Agent shall not assume any
responsibility towards the Pledgor or its legal successors, individually or generally, due to
the late exercise or failure to exercise the rights and prerogatives conferred to them by this
Agreement.
	 
	(b)	 	The French Collateral Agent and the Beneficiaries shall not assume any responsibility for any
damage arising from the enforcement of this Agreement, or for any default or omission in the
exercise of rights under this Agreement.
	 
	(c)	 	The French Collateral Agent and the Beneficiaries shall not assume any responsibility towards
the Pledgor or its legal successors, individually or generally, due to the late exercise or
the failure to exercise the rights conferred on them by this Agreement.
	 
	(d)	 	If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or
impaired.
	 
	(e)	 	In any case, if such illegality, invalidity or enforceability occurs, the parties shall
negotiate in good faith with a view to agree on the replacement of such provision by a
provision which is legal, valid and enforceable and which is to the extent applicable in
accordance with the intents and purposes of this Agreement and which in its economic effect
come as close as practicable to the provision being replaced.




15









 












	21.	 	NOTICES
	 
	 	 	Except as specifically provided otherwise in this Agreement, all notices or other
communications under or in connection with this Agreement shall be given to each party as
specified in Section 11.01 (Notices) of the Term Loan Credit Agreement (in respect of the
Term Loan Secured Parties) and Section 11.01 (Notices) of the Revolving Credit Agreement (in
respect of the Revolving Credit Secured Parties).
	 
	22.	 	ELECTION OF DOMICILE
	 
	 	 	Without prejudice to any other mode of service allowed under any relevant law, the Pledgor
irrevocably elects domicile at its registered office for the purpose of serving any judicial
or extra-judicial documents in relation to any action or proceedings.
	 
	23.	 	NO AMENDMENT
	 
	 	 	The parties to this Agreement recognize that this Agreement has the sole purpose of
establishing the Pledge in favor of the French Collateral Agent and the Beneficiaries and
does not have the purpose or effect of modifying the rights and obligations set out in any
other Loan Document.
	 
	24.	 	LANGUAGE
	 
	(a)	 	This Agreement is executed in French for the purpose of registration formalities. A French
version is set forth in Schedule 2. In the event of any conflict between the English version
and the French version, the French version of this Agreement shall prevail, irrespective of
whether the French translation has been signed or initialed by any of the parties to this
Agreement.
	 
	(b)	 	All notices and documents delivered under this Agreement shall be in English or be
accompanied by a translation into English and the party to whom any such translation is
addressed shall be entitled to rely on it as being true and correct.
	 
	25.	 	INTERCREDITOR AGREEMENT GOVERNS
	 
	 	 	Notwithstanding anything herein to the contrary, the liens and security interests granted
for the benefit of the French Collateral Agent, the Term Loan Secured Parties and the
Revolving Credit Secured Parties pursuant to this Agreement and the exercise of any right or
remedy by the French Collateral Agent and the Beneficiaries 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. Except as provided for in this
paragraph, notwithstanding anything herein to the contrary, the Term Loan Credit Agreement
and the Revolving Credit Agreement, as applicable, including Article X thereof, shall govern
and control the exercise of the remedies by the French Collateral Agent.




16









 












	26.	 	GOVERNING LAW AND JURISDICTION
	 
	26.1	 	Governing Law
	 
	 	 	This Agreement and the Pledge shall be governed by and construed in accordance with French
law.
	 
	26.2	 	Jurisdiction
	 
	 	 	For the benefit of the French Collateral Agent and the Beneficiaries, the Pledgor agrees
that the courts of France shall have jurisdiction to settle any disputes in connection with
this Agreement and the Pledge, and accordingly submit any such disputes to the jurisdiction
of the Commercial Court of Paris (Tribunal de commerce de Paris). This Clause 26.2 is for
the benefit of the French Collateral Agent and the Beneficiaries only. As a result, nothing
in this Clause shall limit the right of the French Collateral Agent or any Beneficiary to
bring proceedings against the Pledgor in connection with this Agreement and/or the Pledge in
any other court of competent jurisdiction. To the extent allowed by law, the French
Collateral Agent and the Beneficiaries may take concurrent proceedings in any number of
jurisdictions.





[LEFT INTENTIONALLY BLANK]






17









 









	 	 	Signed in ___________

On December 17, 2010
	 
	 	 	In three (3) originals including 1 original for the purposes of registration of the Pledge
with the clerk of the Commercial Court (Greffe du Tribunal de Commerce) of Grenoble.





NOVELIS PAE S.A.S.

The Pledgor



Signature: ____________________




By:

Capacity:

Duly authorised for the purpose of this Agreement




BANK OF AMERICA, N.A., as

French Collateral Agent



Acting on its own behalf and on behalf of the Beneficiaries



Signature: ____________________




By:

Capacity:





18











 





SCHEDULE 1




DESCRIPTION OF THE PLEDGED STOCK



Inventory : equipments at customers




	 	 	 	 	 
	Description of the	 	 	 	 
	Underlying Agreement	 	Identity of the Customer	 	Value 10/12/2010     EUR
	Equipment : DC Caster

	 	ALUMINIUM WERKE
 WUTÖSCHINGEN 

AG & CO.KG 

Postfach 1120

D-79793 WUTÖSCHINGEN
	 	1 345 716,06
	 
	 	 	 	 
	Equipment (SC3500 + PDBF + CFF + DC Caster )

	 	YUNNAN METALLURGICAL GROUP 
BUILDING 

The Milky Way Avenue 

North Area of Kunming City 

650224 Kunming
	 	1 992 677,00
	 
	 	 	 	 
	Equipment : DC Caster

	 	GKSS Forschungszentrum

Geesthaacht GmbH

Institute for Materials Research

Max-Planck-Strasse 1 DE
	 	192 252,00
	 
	 	 	 	 
	Equipment (TS75 + DC Caster )

	 	KAMENSK-URALSKY 
METALLURGICAL WORKS 

5 ZAVODSKAYA STR. 

623405 KAMENSK-URALSKY,
 SVERDLOVSK REGION
	 	930 156,00
	 
	 	 	 	 
	 

	 	TOTAL
	 	4 460 801,06






19









 







Etat stocks valorisés global




			
	 	 	 
	Marie-Laure Demontgolfier
	 	10/12/2010

11:14:37
	 





	 	 	 	 	 

	SELECTIONS :
	 	 	 	 
	Site :

	 	De: NEG
	 	à : STO
	Catégorie Article :

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	 	De:
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piéce :

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	 	De:
	 	à :
	 
	 	 	 	 
	Statut A :

	 	Oui	 	 
	Statut Q :

	 	Oui	 	 
	Statut R :

	 	Oui	 	 
	Stock
transfére :

	 	Oui	 	 
	 
	 	 	 	 
	CRITERE(S) DE TRI:
	 	 	 	 
	 
	 	 	 	 
	Site:

	 	Ascendant	 	 
	Catégorie Article:

	 	Ascendant	 	 
	Article:

	 	Ascendant	 	 






20









 








					
	 	 	 	 	 
	STOCK12G
	 	Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180
	 	 	 	11:14:37






Société : PAE Novelis PAE S.A.S.




	 	 	 

	Site : NEG Negoce

	 	Stock au: 10/12/2010






	 	 	 

	Catégorie : C2

	 	ARTICLE REAPPROVISIONNE






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	 
	010120003
	 	A STYRITE NON DURCIE 900X3	 	240,000000 UN	 	 	37,05	 	 	 	8 892,36	 	 	Prix moyen pondéré	 	 
	010120015
	 	B PAPYEX 1000 X 1000 X 1mm	 	2,000000 UN	 	 	101,00	 	 	 	202,00	 	 	Prix moyen pondéré	 	 
	1037510002
	 	B EMBOUT INJECTEUR	 	8,000000 UN	 	 	49,59	 	 	 	396,70	 	 	Prix moyen pondéré	 	 
	1037511801
	 	A JOINT	 	8,000000 UN	 	 	2,00	 	 	 	16,00	 	 	Prix moyen pondéré	 	 
	103982001
	 	B BUSETTES	 	20,000000 UN	 	 	22,63	 	 	 	452,61	 	 	Prix moyen pondéré	 	 
	216517003
	 	A VIS	 	1,000000 UN	 	 	19,13	 	 	 	19,13	 	 	Prix moyen pondéré	 	 
	359000206
	 	E VIS GRAPHITE	 	5,000000 UN	 	 	19,22	 	 	 	96,11	 	 	Prix moyen pondéré	 	 
	359000208
	 	C JOINT GRAPHITE EP1 mm	 	10,000000 UN	 	 	0,91	 	 	 	9,10	 	 	Prix moyen pondéré	 	 
	359000306
	 	GAINE DIAM 55 LG 1100	 	10,000000 UN	 	 	33,61	 	 	 	336,10	 	 	Prix moyen pondéré	 	 
	725507001
	 	A COLONNE TS LG 900	 	3,000000 UN	 	 	322,07	 	 	 	966,21	 	 	Prix moyen pondéré	 	 
	729503501
	 	JOINT PNEUMATIQUE	 	1,000000 UN	 	 	737,80	 	 	 	737,80	 	 	Prix moyen pondéré	 	 
	729507002
	 	B ROTOR ALPUR® TS	 	5,000000 UN	 	 	136,50	 	 	 	682,50	 	 	Prix moyen pondéré	 	 
	766512901
	 	C ENSEMBLE MISE A LA TERR1	 	1,000000 UN	 	 	229,00	 	 	 	229,00	 	 	Prix moyen pondéré	 	 
	769311007
	 	A   COLLIER	 	5,000000 UN	 	 	16,20	 	 	 	81,00	 	 	Prix moyen pondéré	 	 
	908301501
	 	BRAS PORTE QUENOUILLE	 	5,000000 UN	 	 	381,20	 	 	 	1 905,98	 	 	Prix moyen pondéré	 	 
	917517001
	 	JOINT GRAPHITE	 	10,000000 UN	 	 	10,10	 	 	 	101,00	 	 	Prix moyen pondéré	 	 







21









 






					
	 	 	 	 	 
	STOCK12G
	 	Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180
	 	 	 	11:14:37






Société : PAE Novelis PAE S.A.S.




	 	 	 

	Catégorie: C3

	 	ARTICLE SANS REAPPRO






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	 
	010120008
	 	A NAPPE ISOLANTE HUMIDE	 	3,000000 UN	 	 	51,63	 	 	 	154,89	 	 	Prix moyen pondéré	 	 
	1037512001
	 	AIGUILLE	 	3,000000 UN	 	 	105,00	 	 	 	315,00	 	 	Prix moyen pondéré	 	 
	1037512A01
	 	INJECTEUR JET ESSAI MECA	 	8,000000 UN	 	 	120,00	 	 	 	960,00	 	 	Prix moyen pondéré	 	 
	1037512A02
	 	INJECTEUR JET EMBOUT ESSAI	 	8,000000 UN	 	 	16,55	 	 	 	132,40	 	 	Prix moyen pondéré	 	 
	1046513000
	 	C CAPOT THERMOPLONGEUR	 	1,000000 UN	 	 	1 040,00	 	 	 	1 040,00	 	 	Prix moyen pondéré	 	 
	1046910801
	 	ELECTROVANNE POUR DISTRII	 	2,000000 UN	 	 	66,19	 	 	 	132,38	 	 	Prix moyen pondéré	 	 
	1064910801
	 	“A DISTRIBUTEUR 5/2 - G 1/2”	 	1,000000 UN	 	 	77,87	 	 	 	77,87	 	 	Prix moyen pondéré	 	 
	1064910804
	 	FILTRE	 	1,000000 UN	 	 	46,72	 	 	 	46,72	 	 	Prix moyen pondéré	 	 
	1089439001
	 	C COMBO-BAG 500x180x150mm	 	200,000000 UN	 	 	18,55	 	 	 	3 710,00	 	 	Prix moyen pondéré	 	 
	1089439501
	 	VIBREUR	 	5,000000 UN	 	 	178,00	 	 	 	890,00	 	 	Prix moyen pondéré	 	 
	1144510501
	 	B ENSEMBLE TUBE RADIANT	 	3,000000 UN	 	 	875,51	 	 	 	2 626,53	 	 	Prix moyen pondéré	 	 
	1197420001
	 	B BUSETTE / SPOUT	 	80,000000 UN	 	 	24,92	 	 	 	1 993,60	 	 	Prix moyen pondéré	 	 
	1197420002
	 	B QUENOUILLE / PLUG	 	90,000000 UN	 	 	18,96	 	 	 	1 706,40	 	 	Prix moyen pondéré	 	 
	1215910801
	 	BOBINE PR ELECTROVANNE	 	1,000000 UN	 	 	19,78	 	 	 	19,78	 	 	Prix moyen pondéré	 	 
	1322503000
	 	B GARNISSAGE CUVE	 	1,000000 UN	 	 	3 525,00	 	 	 	3 525,00	 	 	Prix moyen pondéré	 	 
	1346504Z01
	 	BASSIN PREFORME SC1500	 	1,000000 UN	 	 	6 469,00	 	 	 	6 469,00	 	 	Prix moyen pondéré	 	 
	136043800
	 	COURROIE CRANTEE	 	8,000000 UN	 	 	22,26	 	 	 	178,08	 	 	Prix moyen pondéré	 	 
	1489512806
	 	CLIPS RESISTOR	 	2,000000 UN	 	 	0,01	 	 	 	0,02	 	 	Prix moyen pondéré	 	 
	1526512806
	 	B KIT REPARATION PISTOLET	 	4,000000 UN	 	 	130,66	 	 	 	522,64	 	 	Prix moyen pondéré	 	 
	1540920X01
	 	TRANSMETTEUR 4114	 	1,000000 UN	 	 	111,76	 	 	 	111,76	 	 	Prix moyen pondéré	 	 
	247508501
	 	POULIE 72 DENTS	 	1,000000 UN	 	 	283,93	 	 	 	283,93	 	 	Prix moyen pondéré	 	 
	247508502
	 	POULIE 18 DENTS	 	1,000000 UN	 	 	72,21	 	 	 	72,21	 	 	Prix moyen pondéré	 	 
	419910828
	 	A VANNE DE REGLAGE FIN	 	2,000000 UN	 	 	138,69	 	 	 	277,38	 	 	Prix moyen pondéré	 	 
	531910806
	 	A RELAIS 20-30 VCC	 	1,000000 UN	 	 	123,00	 	 	 	123,00	 	 	Prix moyen pondéré	 	 
	581506801
	 	A BOBINE TRESSE 607MAX	 	2,000000 UN	 	 	181,51	 	 	 	363,01	 	 	Prix moyen pondéré	 	 
	638503802
	 	TUBE DE COLLE	 	4,000000 UN	 	 	16,30	 	 	 	65,19	 	 	Prix moyen pondéré	 	 
	690970802
	 	MODULE ACTIONNEUR	 	2,000000 UN	 	 	1 030,00	 	 	 	2 060,00	 	 	Prix moyen pondéré	 	 
	706902805
	 	TUBE FLEXIBLE LG 15m	 	2,000000 UN	 	 	197,90	 	 	 	395,80	 	 	Prix moyen pondéré	 	 
	718910804
	 	PRESSOSTAT NAUTILUS	 	2,000000 UN	 	 	51,96	 	 	 	103,92	 	 	Prix moyen pondéré	 	 
	725503501
	 	JOINT PNEUMATIQUE	 	1,000000 UN	 	 	1 144,00	 	 	 	1 144,00	 	 	Prix moyen pondéré	 	 
	729504802
	 	C MASTIC	 	4,000000 UN	 	 	21,20	 	 	 	84,80	 	 	Prix moyen pondéré	 	 
	766502004
	 	BRIDE TOURNANTE	 	2,000000 UN	 	 	329,65	 	 	 	659,30	 	 	Prix moyen pondéré	 	 
	766502005
	 	BRIDE FIXE	 	2,000000 UN	 	 	356,25	 	 	 	712,50	 	 	Prix moyen pondéré	 	 
	766502006
	 	INSERT (BRIDE FIXE)	 	2,000000 UN	 	 	340,00	 	 	 	680,00	 	 	Prix moyen pondéré	 	 
	766502007
	 	INSERT (BRIDE TOURNANTE)	 	2,000000 UN	 	 	280,00	 	 	 	560,00	 	 	Prix moyen pondéré	 	 
	766502008
	 	CONTRE-BRIDE	 	2,000000 UN	 	 	147,25	 	 	 	294,50	 	 	Prix moyen pondéré	 	 







22









 






					
	 	 	 	 	 
	STOCK12G
	 	Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180
	 	 	 	11:14:37






Société: PAE Novelis PAE S.A.S.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	 
	766502015
	 	A JOINT	 	2,000000 UN	 	 	29,70	 	 	 	59,40	 	 	Prix moyen pondéré	 	 
	766502016
	 	JOINT	 	4,000000 UN	 	 	0,01	 	 	 	0,04	 	 	Prix moyen pondéré	 	 
	767910801
	 	C DETENDEUR CHLORE	 	1,000000 UN	 	 	559,61	 	 	 	559,61	 	 	Prix moyen pondéré	 	 
	769311013
	 	ECROU	 	1,000000 UN	 	 	40,00	 	 	 	40,00	 	 	Prix moyen pondéré	 	 
	769350505
	 	LEVRE D’EXTREMITE GAUCHE	 	1,000000 UN	 	 	98,82	 	 	 	98,82	 	 	Prix moyen pondéré	 	 
	769350506
	 	LEVRE D’EXTREMITE DROITE	 	1,000000 UN	 	 	98,82	 	 	 	98,82	 	 	Prix moyen pondéré	 	 
	769525504
	 	B ENTRETOISE LATERALE	 	900,000000 UN	 	 	12,86	 	 	 	11 574,00	 	 	Prix moyen pondéré	 	 
	769525505
	 	ENTRETOISE CENTRALE	 	1 900,000000 UN	 	 	5,18	 	 	 	9 843,97	 	 	Prix moyen pondéré	 	 
	791501000
	 	ENSEMBLE CLOISON TS15	 	1,000000 UN	 	 	309,00	 	 	 	309,00	 	 	Prix moyen pondéré	 	 
	791501001
	 	C CLOISON SiC	 	1,000000 UN	 	 	524,52	 	 	 	524,52	 	 	Prix moyen pondéré	 	 
	793351801
	 	LOT DE 10 PLAQUES	 	4,000000 UN	 	 	128,70	 	 	 	514,80	 	 	Prix moyen pondéré	 	 
	836910801
	 	D DEBIMETRE ARGON	 	1,000000 UN	 	 	668,07	 	 	 	668,07	 	 	Prix moyen pondéré	 	 
	836971801
	 	A MOTEUR ASYNCHRONE TRIP	 	1,000000 UN	 	 	170,00	 	 	 	170,00	 	 	Prix moyen pondéré	 	 
	855501000
	 	A ENSEMBLE CLOISONS CUVE	 	1,000000 UN	 	 	870,55	 	 	 	870,55	 	 	Prix moyen pondéré	 	 
	878508001
	 	PLAQUE D’APPUI	 	8,000000 UN	 	 	14,00	 	 	 	112,00	 	 	Prix moyen pondéré	 	 
	878508801
	 	ECROU MOLETE	 	10,000000 UN	 	 	6,00	 	 	 	60,00	 	 	Prix moyen pondéré	 	 
	878521801
	 	VERIN PNEUMATIQUE	 	1,000000 UN	 	 	0,01	 	 	 	0,01	 	 	Prix moyen pondéré	 	 
	891350010
	 	B BORD GAUCHE	 	1,000000 UN	 	 	143,00	 	 	 	143,00	 	 	Prix moyen pondéré	 	 
	891350011
	 	B BORD DROIT	 	1,000000 UN	 	 	143,00	 	 	 	143,00	 	 	Prix moyen pondéré	 	 
	891350012
	 	C ELEMENT BAC GAUCHE	 	8,000000 UN	 	 	368,76	 	 	 	2 950,08	 	 	Prix moyen pondéré	 	 
	891350013
	 	C ELEMENT DROIT	 	8,000000 UN	 	 	368,76	 	 	 	2 950,08	 	 	Prix moyen pondéré	 	 
	891350014
	 	B ELEMENT BAC CENTRAL	 	2,000000 UN	 	 	615,54	 	 	 	1 231,08	 	 	Prix moyen pondéré	 	 
	898510804
	 	VIS A BOIS(BTE.100)	 	1,000000 UN	 	 	26,50	 	 	 	26,50	 	 	Prix moyen pondéré	 	 
	908300036
	 	BAGUE BARRAGE ACTIONNEUI	 	6,000000 UN	 	 	103,55	 	 	 	621,28	 	 	Prix moyen pondéré	 	 
	911522000
	 	ENS. GARNISSAGE BEC	 	1,000000 UN	 	 	754,00	 	 	 	754,00	 	 	Prix moyen pondéré	 	 
	911527000
	 	GARNISSAGE COURVERCLE& T	 	1,000000 UN	 	 	2 970,00	 	 	 	2 970,00	 	 	Prix moyen pondéré	 	 
	917503902
	 	BASSIN PREFORME TS35	 	1,000000 UN	 	 	8 140,00	 	 	 	8 140,00	 	 	Prix moyen pondéré	 	 
	927300804
	 	PANNEAUX ISOLANTS	 	2,000000 UN	 	 	112,48	 	 	 	224,96	 	 	Prix moyen pondéré	 	 
	927304801
	 	PANNEAU MICROTHERM	 	20,000000 UN	 	 	48,66	 	 	 	973,20	 	 	Prix moyen pondéré	 	 
	927351501
	 	LEVRE INTERMEDIAIRE	 	1,000000 UN	 	 	91,00	 	 	 	91,00	 	 	Prix moyen pondéré	 	 
	927351506
	 	LEVRE INTERMEDIAIRE	 	1,000000 UN	 	 	91,00	 	 	 	91,00	 	 	Prix moyen pondéré	 	 
	952914803
	 	A MANCHON SOUPLE (lg15M)	 	1,000000 UN	 	 	153,00	 	 	 	153,00	 	 	Prix moyen pondéré	 	 
	962525X01
	 	JEU D’INJECTEUR	 	20,000000 UN	 	 	535,33	 	 	 	10 706,58	 	 	Prix moyen pondéré	 	 
	995350501
	 	LEVRE INTERMEDIAIRE	 	1,000000 UN	 	 	120,00	 	 	 	120,00	 	 	Prix moyen pondéré	 	 
	995350502
	 	LEVRE INTERMEDIAIRE	 	1,000000 UN	 	 	118,60	 	 	 	118,60	 	 	Prix moyen pondéré	 	 
	995351501
	 	LEVRE INTERMEDIAIRE	 	1,000000 UN	 	 	152,20	 	 	 	152,20	 	 	Prix moyen pondéré	 	 
	Total site :
	 	NEG	 	3 705,00 UN	 	 	 	 	 	 	105 678,38	 	 	EUR	 	 






23









 






					
	 	 	 	 	 
	STOCK12G
	 	Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180
	 	 	 	11:14:37






Société : PAE Novelis PAE S.A.S.




	 	 	 

	Site : STO Stock Physique

	 	Stock au: 10/12/2010





24











 





	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 

	          Catégorie: C2

	 	ARTICLE REAPPROVISIONNE






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	000100026	 	A PLAQUE DE POIDS 110 X 60
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	000100027	 	A PLAQUE DE VITESSE 110 X 60
	 	6,000000 UN	 	 	13,57	 	 	 	81,42	 	 	Prix moyen pondéré	 	 
	000100028	 	A PLAQUE
ALU. LIQUIDE 160
	 	5,000000 UN	 	 	17,00	 	 	 	85,00	 	 	Prix moyen pondéré	 	 
	000100032	 	PLAQUE DE FIRME 116 X 79
	 	4,000000 UN	 	 	37,50	 	 	 	150,00	 	 	Prix moyen pondéré	 	 
	000100037	 	PLAQUE SENS DE ROTATION
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	000100038	 	PLAQUE ALUMINIUM LIQUID
	 	5,000000 UN	 	 	13,00	 	 	 	65,00	 	 	Prix moyen pondéré	 	 
	000878X01	 	MAQUETTE EN EAU JETCLEA
	 	1,000000 UN	 	 	1,00	 	 	 	1,00	 	 	Prix moyen pondéré	 	 
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	010120001	 	A STYRITE DURCIE 495X370 RA
	 	54,000000 UN	 	 	28,70	 	 	 	1 549,80	 	 	Prix moyen pondéré	 	 
	010120002	 	A PLAQUE REFRACTAIRE 1120
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	010120004	 	B PAPIER REFRACTAIRE
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	010120013	 	C PLAQUE POUR ENTRETOISE
	 	154,000000 UN	 	 	67,84	 	 	 	10 447,79	 	 	Prix moyen pondéré	 	 
	010120015	 	B PAPYEX 1000 X 1000 X 1mm
	 	11,000000 UN	 	 	99,72	 	 	 	1 096,91	 	 	Prix moyen pondéré	 	 
	010120046	 	BIDON 70KG
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	010120105	 	BIDON NEKOTE
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	010120106	 	BIDON 1KG AQUAGRAPH 77
	 	15,000000 UN	 	 	8,70	 	 	 	130,50	 	 	Prix moyen pondéré	 	 
	010120202	 	A PLAQUE STYRITE 1010 NON I
	 	20,000000 UN	 	 	1,00	 	 	 	20,00	 	 	Prix moyen pondéré	 	 
	010125007	 	PLAQUE INJECTEUR 1620X350
	 	15,000000 UN	 	 	1,00	 	 	 	15,00	 	 	Prix moyen pondéré	 	 
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	010125X01	 	PLAQUE INJ. NECO 1188X320 S
	 	30,000000 UN	 	 	1,00	 	 	 	30,00	 	 	Prix moyen pondéré	 	 
	1021110001	 	GRANDE GRILLE M1A
	 	27,000000 UN	 	 	858,23	 	 	 	23 172,08	 	 	Prix moyen pondéré	 	 
	1021110002	 	PETITE GRILLE M1A
	 	9,000000 UN	 	 	448,03	 	 	 	4 032,28	 	 	Prix moyen pondéré	 	 
	1037510002	 	B EMBOUT INJECTEUR
	 	289,000000 UN	 	 	49,64	 	 	 	14 346,17	 	 	Prix moyen pondéré	 	 
	1037511000	 	E INJECTEUR JETCLEANER®
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	103982001	 	B BUSETTES
	 	92,000000 UN	 	 	22,63	 	 	 	2 082,02	 	 	Prix moyen pondéré	 	 
	110511901	 	C DEMI BOUCHON EQUIPE
	 	9,000000 UN	 	 	57,68	 	 	 	519,12	 	 	Prix moyen pondéré	 	 
	124011060	 	B ARBRE + AILLETTES
	 	1,000000 UN	 	 	880,00	 	 	 	880,00	 	 	Prix moyen pondéré	 	 
	124011061	 	A ENSEMBLE BRIDE DE FIXAT
	 	2,000000 UN	 	 	117,00	 	 	 	234,00	 	 	Prix moyen pondéré	 	 
	127512801	 	MINI THERMOPLONGEUR
	 	9,000000 UN	 	 	3 500,00	 	 	 	31 500,00	 	 	Prix moyen pondéré	 	 
	134507001	 	D COLONNE ALPUR® 895
	 	14,000000 UN	 	 	326,66	 	 	 	4 573,24	 	 	Prix moyen pondéré	 	 
	1348504001	 	BASSIN JETCLEANER®
	 	7,000000 UN	 	 	1 416,40	 	 	 	9 914,81	 	 	Prix moyen pondéré	 	 
	1348504002	 	BEC JETCLEANER®
	 	9,000000 UN	 	 	350,24	 	 	 	3 152,17	 	 	Prix moyen pondéré	 	 
	1349512502	 	GAINE FOND PLAT
	 	1,000000 UN	 	 	2 234,71	 	 	 	2 234,71	 	 	Prix moyen pondéré	 	 
	1349512804	 	ATTACHE-TRESSE
	 	8,000000 UN	 	 	12,68	 	 	 	101,44	 	 	Prix moyen pondéré	 	 
	136042458	 	JOINT
	 	15,000000 UN	 	 	1,63	 	 	 	24,45	 	 	Prix moyen pondéré	 	 





25









 






	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	1390507801	 	MINI-THERMOPLONGEUR
	 	4,000000 UN	 	 	2 825,64	 	 	 	11 302,56	 	 	Prix moyen pondéré	 	 
	1545200X01	 	ACTIONNEUR C 100
	 	11,000000 UN	 	 	3 716,01	 	 	 	40 876,06	 	 	Prix moyen pondéré	 	 
	1545250000	 	BLOC MOTEUR ACTIONNEUR
	 	7,000000 UN	 	 	1 067,00	 	 	 	7 468,97	 	 	Prix moyen pondéré	 	 
	1546200001	 	A ENTRETOISE
	 	69,000000 UN	 	 	12,86	 	 	 	887,29	 	 	Prix moyen pondéré	 	 
	1546200002	 	PLAQUE FIRME ANODISEE BLE
	 	10,000000 UN	 	 	12,06	 	 	 	120,60	 	 	Prix moyen pondéré	 	 
	1546200X01	 	CAPTEUR C240
	 	10,000000 UN	 	 	4 737,46	 	 	 	47 374,60	 	 	Prix moyen pondéré	 	 
	1546250000	 	BLOC MOTEUR CAPTEUR
	 	1,000000 UN	 	 	1 067,00	 	 	 	1 067,00	 	 	Prix moyen pondéré	 	 
	1546700000	 	CHASSIS SUPPORT ANA-CNA
	 	1,000000 UN	 	 	505,00	 	 	 	505,00	 	 	Prix moyen pondéré	 	 
	1547340801	 	CABLE D’INTERFACE
	 	11,000000 UN	 	 	35,00	 	 	 	385,00	 	 	Prix moyen pondéré	 	 
	1547340802	 	MODULE ACTIONNEUR NUMER
	 	7,000000 UN	 	 	1 075,50	 	 	 	7 528,50	 	 	Prix moyen pondéré	 	 
	1547340902	 	MODULE CAPTEUR NUMERIQU
	 	7,000000 UN	 	 	1 164,90	 	 	 	8 154,30	 	 	Prix moyen pondéré	 	 
	1575500014	 	A TRANSITION PLATE 234
	 	36,000000 UN	 	 	38,42	 	 	 	1 383,12	 	 	Prix moyen pondéré	 	 
	1576307002	 	A BUSETTE/THIMBLE
	 	8,000000 UN	 	 	22,40	 	 	 	179,20	 	 	Prix moyen pondéré	 	 
	1576307003	 	A CONE DE BOUCHAGE
	 	240,000000 UN	 	 	2,94	 	 	 	705,20	 	 	Prix moyen pondéré	 	 
	1584500004	 	B TRANSITION PLATE BILL.290
	 	20,000000 UN	 	 	43,40	 	 	 	868,00	 	 	Prix moyen pondéré	 	 
	1584700007	 	B BAGUE HELICOIDALE
	 	20,000000 UN	 	 	112,00	 	 	 	2 240,00	 	 	Prix moyen pondéré	 	 
	1650350801	 	PLAQUE REFRACTAIRE 1120x62
	 	40,000000 UN	 	 	47,15	 	 	 	1 886,10	 	 	Prix moyen pondéré	 	 
	190300020	 	A SIEGE
	 	49,000000 UN	 	 	21,89	 	 	 	1 072,63	 	 	Prix moyen pondéré	 	 
	212941806	 	JOINT DN15
	 	2,000000 UN	 	 	1,01	 	 	 	2,02	 	 	Prix moyen pondéré	 	 
	216517002	 	A ROTOR INJECTEUR
	 	118,000000 UN	 	 	138,69	 	 	 	16 365,33	 	 	Prix moyen pondéré	 	 
	216517003	 	A VIS
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	 	17,000000 UN	 	 	59,45	 	 	 	1 010,65	 	 	Prix moyen pondéré	 	 
	232512003	 	B RONDELLE REFRACTAIRE IN
	 	18,000000 UN	 	 	10,81	 	 	 	194,66	 	 	Prix moyen pondéré	 	 
	232512004	 	B RONDELLE REFRACTAIRE SU
	 	84,000000 UN	 	 	8,15	 	 	 	684,61	 	 	Prix moyen pondéré	 	 
	232512005	 	B JOINT
	 	15,000000 UN	 	 	1,83	 	 	 	27,52	 	 	Prix moyen pondéré	 	 
	232512901	 	B ENSEMBLE DE MISE A LA TE
	 	4,000000 UN	 	 	127,00	 	 	 	508,00	 	 	Prix moyen pondéré	 	 
	246501001	 	CLOISON PARTIELLE
	 	32,000000 UN	 	 	123,20	 	 	 	3 942,29	 	 	Prix moyen pondéré	 	 
	246501002	 	CLOISON PARTIELLE
	 	25,000000 UN	 	 	112,00	 	 	 	2 800,00	 	 	Prix moyen pondéré	 	 
	246512002	 	D BOUCHON CALAGE RESISTO
	 	30,000000 UN	 	 	64,42	 	 	 	1 932,74	 	 	Prix moyen pondéré	 	 
	246512003	 	B JOINT
	 	16,000000 UN	 	 	1,30	 	 	 	20,86	 	 	Prix moyen pondéré	 	 
	246512901	 	B ENSEMBLE DE MISE A LA TE
	 	14,000000 UN	 	 	111,00	 	 	 	1 554,00	 	 	Prix moyen pondéré	 	 
	258943801	 	A JOINT
	 	7,000000 UN	 	 	0,46	 	 	 	3,22	 	 	Prix moyen pondéré	 	 
	267200003	 	B DISQUE PYREX
	 	45,000000 UN	 	 	29,00	 	 	 	1 305,00	 	 	Prix moyen pondéré	 	 
	267200005	 	B ENTRETOISE ISOLANTE
	 	27,000000 UN	 	 	66,96	 	 	 	1 807,92	 	 	Prix moyen pondéré	 	 
	267200007	 	B ENTRETOISE
	 	20,000000 UN	 	 	31,03	 	 	 	620,60	 	 	Prix moyen pondéré	 	 
	267200008	 	F BAGUE ISOLANTE MACOR
	 	31,000000 UN	 	 	139,24	 	 	 	4 316,44	 	 	Prix moyen pondéré	 	 
	267200009	 	A AXE DE REPRISE
	 	6,000000 UN	 	 	29,60	 	 	 	177,60	 	 	Prix moyen pondéré	 	 
	267200801	 	REDUCTEUR
	 	19,000000 UN	 	 	185,83	 	 	 	3 530,76	 	 	Prix moyen pondéré	 	 






26









 






	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	359000102	 	A GAINE CERAMIQUE LG 1000
	 	24,000000 UN	 	 	314,91	 	 	 	7 557,90	 	 	Prix moyen pondéré	 	 
	359000110	 	A RESISTOR U25
	 	10,000000 UN	 	 	310,25	 	 	 	3 102,48	 	 	Prix moyen pondéré	 	 
	359000111	 	D BOUCHON CALAGE RESISTO
	 	13,000000 UN	 	 	76,23	 	 	 	990,95	 	 	Prix moyen pondéré	 	 
	359000113	 	B PLAQUE FOND DE GAINE
	 	15,000000 UN	 	 	21,69	 	 	 	325,30	 	 	Prix moyen pondéré	 	 
	359000114	 	B PLAQUE FOND DE GAINE MC
	 	15,000000 UN	 	 	15,93	 	 	 	238,91	 	 	Prix moyen pondéré	 	 
	359000116	 	A GAINE
	 	54,000000 UN	 	 	23,19	 	 	 	1 252,01	 	 	Prix moyen pondéré	 	 
	359000118	 	THERMOCOUPLE
	 	106,000000 UN	 	 	17,54	 	 	 	1 859,24	 	 	Prix moyen pondéré	 	 
	359000120	 	D DEMI-BOUCHON EQUIPE
	 	10,000000 UN	 	 	60,50	 	 	 	605,03	 	 	Prix moyen pondéré	 	 
	359000122	 	A COSSE RESISTOR U38
	 	15,000000 UN	 	 	23,00	 	 	 	345,00	 	 	Prix moyen pondéré	 	 
	359000124	 	A COSSE RESISTOR U25
	 	39,000000 UN	 	 	20,00	 	 	 	780,04	 	 	Prix moyen pondéré	 	 
	359000151	 	A GAINE CARBURE DE SILICIU
	 	11,000000 UN	 	 	270,60	 	 	 	2 976,60	 	 	Prix moyen pondéré	 	 
	359000152	 	A RESISTOR U 38
	 	18,000000 UN	 	 	585,67	 	 	 	10 542,06	 	 	Prix moyen pondéré	 	 
	359000154	 	C PLAQUE FOND DE GAINE
	 	64,000000 UN	 	 	15,97	 	 	 	1 021,76	 	 	Prix moyen pondéré	 	 
	359000158	 	A GAINE
Æ12
	 	66,000000 UN	 	 	42,58	 	 	 	2 810,17	 	 	Prix moyen pondéré	 	 
	359000202	 	D COLONNE ALPUR® LG 745MI
	 	44,000000 UN	 	 	302,67	 	 	 	13 317,58	 	 	Prix moyen pondéré	 	 
	359000203	 	B COLONNE ALPUR® LG 645MI
	 	13,000000 UN	 	 	254,67	 	 	 	3 310,71	 	 	Prix moyen pondéré	 	 
	359000206	 	E VIS GRAPHITE
	 	147,000000 UN	 	 	19,22	 	 	 	2 825,69	 	 	Prix moyen pondéré	 	 
	359000208	 	C JOINT
GRAPHITE EP 1 mm
	 	131,000000 UN	 	 	0,91	 	 	 	119,21	 	 	Prix moyen pondéré	 	 
	359000212	 	B JOINT
GRAPHITE EP 3mm
	 	124,000000 UN	 	 	1,44	 	 	 	178,31	 	 	Prix moyen pondéré	 	 
	359000230	 	D DEMI-BOUCHON COMPLET
	 	102,000000 UN	 	 	63,96	 	 	 	6 523,92	 	 	Prix moyen pondéré	 	 
	359000251	 	E COLONNE ALPUR® LG 1100M
	 	6,000000 UN	 	 	454,28	 	 	 	2 725,67	 	 	Prix moyen pondéré	 	 
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	 	116,000000 UN	 	 	132,88	 	 	 	15 414,23	 	 	Prix moyen pondéré	 	 
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	359000306	 	GAINE DIAM 55 LG 1100
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	359000307	 	GAINE DIAM 55 LG 800
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	359000312	 	B DEMI-MANCHON
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	359000322	 	CLOISON PARTIELLE
	 	5,000000 UN	 	 	105,60	 	 	 	528,00	 	 	Prix moyen pondéré	 	 
	359000500	 	A JOINT TRESSE
	 	3,000000 UN	 	 	182,29	 	 	 	546,88	 	 	Prix moyen pondéré	 	 
	359011008	 	BRIDE
	 	2,000000 UN	 	 	49,55	 	 	 	99,10	 	 	Prix moyen pondéré	 	 
	359011009	 	BARETTE
	 	2,000000 UN	 	 	38,11	 	 	 	76,22	 	 	Prix moyen pondéré	 	 
	359031016	 	BOITIER DE
FIN DE COURSE S
	 	4,000000 UN	 	 	1,00	 	 	 	4,00	 	 	Prix moyen pondéré	 	 
	359031019	 	B POCHETTE DE JOINTS
	 	3,000000 UN	 	 	23,04	 	 	 	69,11	 	 	Prix moyen pondéré	 	 
	359033300	 	A RACCORD ROTATIF
	 	12,000000 UN	 	 	176,61	 	 	 	2 119,29	 	 	Prix moyen pondéré	 	 
	359033309	 	POCHETTE DE JOINTS
	 	8,000000 UN	 	 	24,82	 	 	 	198,59	 	 	Prix moyen pondéré	 	 
	359060686	 	A TRESSE RESISTOR
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	 	26,000000 UN	 	 	10,00	 	 	 	260,00	 	 	Prix moyen pondéré	 	 
	359060688	 	A TRESSE PR RESISTOR
	 	12,000000 UN	 	 	16,00	 	 	 	192,00	 	 	Prix moyen pondéré	 	 
	359060693	 	ISOLATEUR
+ VIS + RONDELLE:
	 	46,000000 UN	 	 	10,46	 	 	 	481,25	 	 	Prix moyen pondéré	 	 
	370501001	 	C CLOISON
	 	19,000000 UN	 	 	120,44	 	 	 	2 288,33	 	 	Prix moyen pondéré	 	 





27









 






	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	370501002	 	A CLOISON D5000
	 	30,000000 UN	 	 	160,90	 	 	 	4 827,14	 	 	Prix moyen pondéré	 	 
	370501003	 	B CLOISON
	 	16,000000 UN	 	 	200,20	 	 	 	3 203,20	 	 	Prix moyen pondéré	 	 
	370512901	 	A ENSEMBLE DE MISE A LA TE
	 	11,000000 UN	 	 	137,00	 	 	 	1 507,00	 	 	Prix moyen pondéré	 	 
	401501001	 	A CLOISON SUPERIEURE
	 	16,000000 UN	 	 	94,25	 	 	 	1 508,00	 	 	Prix moyen pondéré	 	 
	401501002	 	B CLOISON INFERIEURE
	 	9,000000 UN	 	 	148,40	 	 	 	1 335,60	 	 	Prix moyen pondéré	 	 
	401512001	 	B GAINE SIALON
	 	2,000000 UN	 	 	5 168,42	 	 	 	10 336,83	 	 	Prix moyen pondéré	 	 
	401512002	 	E BOUCHON CALAGE RESISTO
	 	15,000000 UN	 	 	57,71	 	 	 	865,61	 	 	Prix moyen pondéré	 	 
	401512004	 	A RONDELLE REFRACTAIRE IN
	 	15,000000 UN	 	 	7,21	 	 	 	108,10	 	 	Prix moyen pondéré	 	 
	401512005	 	C PLAQUE FOND DE GAINE
	 	8,000000 UN	 	 	29,31	 	 	 	234,46	 	 	Prix moyen pondéré	 	 
	401512901	 	D ENSEMBLE
MISE A LA TERRJ
	 	15,000000 UN	 	 	198,00	 	 	 	2 970,00	 	 	Prix moyen pondéré	 	 
	401513001	 	DEMI-BRIDE
	 	1,000000 UN	 	 	234,33	 	 	 	234,33	 	 	Prix moyen pondéré	 	 
	401513002	 	A DEMI-BRIDE
	 	2,000000 UN	 	 	126,00	 	 	 	252,00	 	 	Prix moyen pondéré	 	 
	410500034	 	A ROTOR IRMA® NH
	 	10,000000 UN	 	 	123,04	 	 	 	1 230,44	 	 	Prix moyen pondéré	 	 
	410500041	 	C CORPS DE ROTORS IRMA® N
	 	40,000000 UN	 	 	244,00	 	 	 	9 760,00	 	 	Prix moyen pondéré	 	 
	422512001	 	B RONDELLE REFRACTAIRE IN
	 	3,000000 UN	 	 	18,09	 	 	 	54,28	 	 	Prix moyen pondéré	 	 
	422512501	 	B GAINE THERMOPLONGEUR S
	 	2,000000 UN	 	 	6 617,56	 	 	 	13 235,12	 	 	Prix moyen pondéré	 	 
	425980801	 	CORDON CAPTEUR 10M
	 	4,000000 UN	 	 	291,58	 	 	 	1 166,30	 	 	Prix moyen pondéré	 	 
	426985801	 	CORDON ANA LG 10M
	 	9,000000 UN	 	 	396,68	 	 	 	3 570,12	 	 	Prix moyen pondéré	 	 
	426986801	 	CORDON ACTIONNEUR LG 201
	 	3,000000 UN	 	 	517,00	 	 	 	1 551,00	 	 	Prix moyen pondéré	 	 
	449504801	 	CONE
	 	5,000000 UN	 	 	1,00	 	 	 	5,00	 	 	Prix moyen pondéré	 	 
	452513001	 	BRIDE
	 	3,000000 UN	 	 	18,50	 	 	 	55,50	 	 	Prix moyen pondéré	 	 
	452513002	 	BRIDE
	 	4,000000 UN	 	 	15,00	 	 	 	60,00	 	 	Prix moyen pondéré	 	 
	486502801	 	JOINT
	 	129,000000 UN	 	 	13,41	 	 	 	1 729,89	 	 	Prix moyen pondéré	 	 
	494200001	 	A PIGNON SUR
POTENTIOMETI
	 	7,000000 UN	 	 	132,00	 	 	 	924,00	 	 	Prix moyen pondéré	 	 
	501504801	 	A CONE DE BOUCHAGE
	 	1 501,000000 UN	 	 	2,44	 	 	 	3 667,43	 	 	Prix moyen pondéré	 	 
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	543200001	 	ACCOUPLEMENT
POUR MOTEU
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	543200499	 	A CAPTEUR C240
	 	4,000000 UN	 	 	3 548,93	 	 	 	14 195,70	 	 	Prix moyen pondéré	 	 
	543200801	 	MOTEUR
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	543220000	 	ANNEAU DE GARDE
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	543250801	 	MOTEUR
	 	61,000000 UN	 	 	166,69	 	 	 	10 168,01	 	 	Prix moyen pondéré	 	 
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	 	58,000000 UN	 	 	280,46	 	 	 	16 266,66	 	 	Prix moyen pondéré	 	 
	550501001	 	A CLOISON
	 	6,000000 UN	 	 	240,20	 	 	 	1 441,20	 	 	Prix moyen pondéré	 	 
	550501003	 	A CLOISON
	 	2,000000 UN	 	 	1,00	 	 	 	2,00	 	 	Prix moyen pondéré	 	 
	552303801	 	BRULEUR TORCHE
	 	6,000000 UN	 	 	229,94	 	 	 	1 379,61	 	 	Prix moyen pondéré	 	 
	552303802	 	ROBINET MD EQUERRE
	 	6,000000 UN	 	 	44,34	 	 	 	266,04	 	 	Prix moyen pondéré	 	 
	562501001	 	B CLOISON
	 	6,000000 UN	 	 	163,55	 	 	 	981,30	 	 	Prix moyen pondéré	 	 
	562501002	 	B CLOISON
	 	5,000000 UN	 	 	147,00	 	 	 	735,00	 	 	Prix moyen pondéré	 	 
	562501003	 	B CLOISON
	 	5,000000 UN	 	 	185,20	 	 	 	926,00	 	 	Prix moyen pondéré	 	 
	562512801	 	B MINI-THERMOPLONGEUR
	 	4,000000 UN	 	 	2 885,00	 	 	 	11 540,00	 	 	Prix moyen pondéré	 	 






28









 






	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	581512801	 	A MINI-THERMOPLONGEUR
	 	2,000000 UN	 	 	2 763,60	 	 	 	5 527,20	 	 	Prix moyen pondéré	 	 
	581513002	 	A GUIDE MONALITE
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	581513003	 	B VIS INCONEL
	 	6,000000 UN	 	 	16,80	 	 	 	100,80	 	 	Prix moyen pondéré	 	 
	581528501	 	B GAINE SIALON LG 900
	 	20,000000 UN	 	 	350,04	 	 	 	7 000,71	 	 	Prix moyen pondéré	 	 
	581528801	 	A TRESSE GARLOCK STYLE 98
	 	11,000000 UN	 	 	21,45	 	 	 	236,00	 	 	Prix moyen pondéré	 	 
	596503829	 	“ (BOITE.5)DALLES 1730PPI”””
	 	1,000000 UN	 	 	0,01	 	 	 	0,01	 	 	Prix moyen pondéré	 	 
	638528501	 	GAINE SIALON LG 1000
	 	13,000000 UN	 	 	392,13	 	 	 	5 097,69	 	 	Prix moyen pondéré	 	 
	664980801	 	CORDON CAPTEUR 15M
	 	3,000000 UN	 	 	495,23	 	 	 	1 485,69	 	 	Prix moyen pondéré	 	 
	664985801	 	CORDON ACTIONNEUR 15M
	 	4,000000 UN	 	 	457,98	 	 	 	1 831,93	 	 	Prix moyen pondéré	 	 
	689301806	 	BUSETTE EH06393 SN
	 	12,000000 UN	 	 	1,00	 	 	 	12,00	 	 	Prix moyen pondéré	 	 
	689301807	 	A QUENOUILLE
	 	12,000000 UN	 	 	1,00	 	 	 	12,00	 	 	Prix moyen pondéré	 	 
	690970801	 	A MODULE ACTIONNEUR
	 	1,000000 UN	 	 	1 030,00	 	 	 	1 030,00	 	 	Prix moyen pondéré	 	 
	690970901	 	A MODULE CAPTEUR
	 	5,000000 UN	 	 	1 184,60	 	 	 	5 923,02	 	 	Prix moyen pondéré	 	 
	691110801	 	“A BILLES ALUMINE 3/4””
	 	103,000000 UN	 	 	86,97	 	 	 	8 957,81	 	 	Prix moyen pondéré	 	 
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	 	103,000000 UN	 	 	88,98	 	 	 	9 165,01	 	 	Prix moyen pondéré	 	 
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	 	384,000000 UN	 	 	29,62	 	 	 	11 373,66	 	 	Prix moyen pondéré	 	 
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	693979803	 	A CONNECTEUR COUDE
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	695110004	 	A PLOT
Æ50 LG.100
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	 	3,000000 UN	 	 	324,45	 	 	 	973,35	 	 	Prix moyen pondéré	 	 
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	 	4,000000 UN	 	 	97,25	 	 	 	389,00	 	 	Prix moyen pondéré	 	 
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	 	6,000000 UN	 	 	738,40	 	 	 	4 430,39	 	 	Prix moyen pondéré	 	 
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	 	29,000000 UN	 	 	99,55	 	 	 	2 886,98	 	 	Prix moyen pondéré	 	 
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	 	15,000000 UN	 	 	4 203,33	 	 	 	63 049,96	 	 	Prix moyen pondéré	 	 
	729507002	 	B ROTOR ALPUR® TS
	 	27,000000 UN	 	 	136,50	 	 	 	3 685,50	 	 	Prix moyen pondéré	 	 
	729507003	 	C MANCHON TS
	 	5,000000 UN	 	 	154,27	 	 	 	771,35	 	 	Prix moyen pondéré	 	 
	729507801	 	A RONDELLE
	 	11,000000 UN	 	 	2,54	 	 	 	27,95	 	 	Prix moyen pondéré	 	 
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	 	19,000000 UN	 	 	44,60	 	 	 	847,32	 	 	Prix moyen pondéré	 	 
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	 	10,000000 UN	 	 	96,28	 	 	 	962,81	 	 	Prix moyen pondéré	 	 
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	 	7,000000 UN	 	 	19,00	 	 	 	133,00	 	 	Prix moyen pondéré	 	 
	729512002	 	B JOINT
	 	21,000000 UN	 	 	27,39	 	 	 	575,15	 	 	Prix moyen pondéré	 	 





29









 






	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	729512501	 	C GAINE THERMOPLONGEUR
	 	17,000000 UN	 	 	6 074,87	 	 	 	103 272,73	 	 	Prix moyen pondéré	 	 
	729528001	 	A BRIDE
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	729528501	 	B JOINT
	 	15,000000 UN	 	 	11,94	 	 	 	179,06	 	 	Prix moyen pondéré	 	 
	729528901	 	LOT DE
VISSERIE PRISE TÆ

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	735500001	 	C COLONNE LG 1500MM
	 	5,000000 UN	 	 	362,00	 	 	 	1 810,01	 	 	Prix moyen pondéré	 	 
	749512801	 	B RESISTOR
	 	4,000000 UN	 	 	403,68	 	 	 	1 614,73	 	 	Prix moyen pondéré	 	 
	749512901	 	A ENSEMBLE MISE A LA TERRI
	 	3,000000 UN	 	 	208,00	 	 	 	624,00	 	 	Prix moyen pondéré	 	 
	758507001	 	A COLONNE ALPUR® LG 765M
	 	2,000000 UN	 	 	339,74	 	 	 	679,47	 	 	Prix moyen pondéré	 	 
	766507001	 	A COLONNE LG 1070
	 	41,000000 UN	 	 	429,44	 	 	 	17 607,02	 	 	Prix moyen pondéré	 	 
	766507002	 	COLONNE D’INJECTEUR
	 	11,000000 UN	 	 	5 350,77	 	 	 	58 858,52	 	 	Prix moyen pondéré	 	 
	766511901	 	BOUCHON THERMOPLONGEUR
	 	4,000000 UN	 	 	87,55	 	 	 	350,20	 	 	Prix moyen pondéré	 	 
	766512004	 	CONTRE BRIDE
	 	6,000000 UN	 	 	22,00	 	 	 	132,00	 	 	Prix moyen pondéré	 	 
	766512005	 	A PLAQUE FOND GAINE
	 	7,000000 UN	 	 	69,36	 	 	 	485,49	 	 	Prix moyen pondéré	 	 
	766512007	 	E BOUCHON CALAGE RESISTO
	 	10,000000 UN	 	 	71,70	 	 	 	717,02	 	 	Prix moyen pondéré	 	 
	766512008	 	COSSE POUR U32
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	766512501	 	GAINE THERMOPLONGEUR
	 	10,000000 UN	 	 	7 774,29	 	 	 	77 742,92	 	 	Prix moyen pondéré	 	 
	766512801	 	A RESISTOR
	 	11,000000 UN	 	 	442,67	 	 	 	4 869,37	 	 	Prix moyen pondéré	 	 
	766512802	 	GAINE
ALUMINE DIA 12 LG 125
	 	8,000000 UN	 	 	43,18	 	 	 	345,43	 	 	Prix moyen pondéré	 	 
	766512803	 	A JOINT
	 	5,000000 UN	 	 	88,90	 	 	 	444,48	 	 	Prix moyen pondéré	 	 
	766512804	 	A JOINT
	 	6,000000 UN	 	 	91,82	 	 	 	550,89	 	 	Prix moyen pondéré	 	 
	766512901	 	C ENSEMBLE MISE A LA TERRI
	 	8,000000 UN	 	 	229,00	 	 	 	1 832,00	 	 	Prix moyen pondéré	 	 
	766512902	 	BRIDE GAINE THERMOPLONGE
	 	4,000000 UN	 	 	518,00	 	 	 	2 072,00	 	 	Prix moyen pondéré	 	 
	769311007	 	A COLLIER
	 	11,000000 UN	 	 	17,26	 	 	 	189,83	 	 	Prix moyen pondéré	 	 
	781512002	 	A JOINT POUR BOUCHON RESI
	 	31,000000 UN	 	 	1,89	 	 	 	58,51	 	 	Prix moyen pondéré	 	 
	836503501	 	JOINT PNEUMATIQUE
	 	8,000000 UN	 	 	723,13	 	 	 	5 785,00	 	 	Prix moyen pondéré	 	 
	840512001	 	A PLAQUE FOND DE GAINE
	 	9,000000 UN	 	 	101,48	 	 	 	913,28	 	 	Prix moyen pondéré	 	 
	840512002	 	F BOUCHON CALAGE RESISTO:
	 	78,000000 UN	 	 	62,19	 	 	 	4 850,91	 	 	Prix moyen pondéré	 	 
	840512003	 	A TRESSE DE LIAISON
	 	9,000000 UN	 	 	25,76	 	 	 	231,84	 	 	Prix moyen pondéré	 	 
	840512801	 	B RESISTOR
	 	10,000000 UN	 	 	445,85	 	 	 	4 458,47	 	 	Prix moyen pondéré	 	 
	840512802	 	ATTACHE TRESSE
	 	8,000000 UN	 	 	10,45	 	 	 	83,60	 	 	Prix moyen pondéré	 	 
	850512002	 	PATTE DE MISE A LA TERRE
	 	9,000000 UN	 	 	20,00	 	 	 	180,00	 	 	Prix moyen pondéré	 	 
	850512801	 	A RESISTOR
	 	3,000000 UN	 	 	425,95	 	 	 	1 277,85	 	 	Prix moyen pondéré	 	 
	850512802	 	GAINE
ALUMINE DIA 12 LG 110
	 	39,000000 UN	 	 	43,94	 	 	 	1 713,66	 	 	Prix moyen pondéré	 	 
	850512901	 	D ENSEMBLE MISE A LA TERRI
	 	11,000000 UN	 	 	213,00	 	 	 	2 343,00	 	 	Prix moyen pondéré	 	 
	850512902	 	LOT DE VISSERIE THERM. TS15
	 	6,000000 UN	 	 	7,16	 	 	 	42,96	 	 	Prix moyen pondéré	 	 
	854503501	 	A JOINT PNEUMATIQUE
	 	8,000000 UN	 	 	651,00	 	 	 	5 208,00	 	 	Prix moyen pondéré	 	 
	878504001	 	D CUVE JETCLEANER®
	 	1,000000 UN	 	 	1 309,95	 	 	 	1 309,95	 	 	Prix moyen pondéré	 	 
	878504002	 	D BEC JETCLEANER®
	 	12,000000 UN	 	 	179,14	 	 	 	2 149,68	 	 	Prix moyen pondéré	 	 
	878504003	 	D INSERT DRAIN
	 	24,000000 UN	 	 	28,92	 	 	 	694,05	 	 	Prix moyen pondéré	 	 
	878504021	 	D BOUCHON DRAIN
	 	2,000000 UN	 	 	29,51	 	 	 	59,02	 	 	Prix moyen pondéré	 	 





30









 






	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	Ecart non absorbé	 
	878506005	 	D AIGUILLE DE DEBOUCHAGE
	 	31,000000 UN	 	 	70,00	 	 	 	2 170,00	 	 	Prix moyen pondéré	 	 
	878990000	 	B KIT ISOLATION GOULOTTE E
	 	6,000000 UN	 	 	1 062,97	 	 	 	6 377,82	 	 	Prix moyen pondéré	 	 
	891350501	 	LEVRE INTERMEDIAIRE SN
	 	2,000000 UN	 	 	1,00	 	 	 	2,00	 	 	Prix moyen pondéré	 	 
	891351501	 	LEVRE INTERMEDIAIRE SN
	 	2,000000 UN	 	 	1,00	 	 	 	2,00	 	 	Prix moyen pondéré	 	 
	891351801	 	PLAQUE Ml 1500X1200X38.1 S
	 	1,000000 UN	 	 	1,00	 	 	 	1,00	 	 	Prix moyen pondéré	 	 
	900507001	 	JOINT GRAPHITE
	 	104,000000 UN	 	 	16,35	 	 	 	1 700,40	 	 	Prix moyen pondéré	 	 
	908301004	 	B QUENOUILLE
	 	21,000000 UN	 	 	10,50	 	 	 	220,50	 	 	Prix moyen pondéré	 	 
	908301501	 	BRAS PORTE QUENOUILLE
	 	13,000000 UN	 	 	381,20	 	 	 	4 955,56	 	 	Prix moyen pondéré	 	 
	908509802	 	POCHETTE DE JOINTS BOITIE
	 	1,000000 UN	 	 	1,00	 	 	 	1,00	 	 	Prix moyen pondéré	 	 
	917517001	 	JOINT GRAPHITE
	 	44,000000 UN	 	 	10,10	 	 	 	444,40	 	 	Prix moyen pondéré	 	 
	927801502	 	VERIN CHARIOT BOBINE
	 	1,000000 UN	 	 	1,00	 	 	 	1,00	 	 	Prix moyen pondéré	 	 
	931514501	 	CONE
	 	10,000000 UN	 	 	27,50	 	 	 	275,00	 	 	Prix moyen pondéré	 	 
	955526501	 	JOINT
	 	4,000000 UN	 	 	832,56	 	 	 	3 330,24	 	 	Prix moyen pondéré	 	 
	962412001	 	C PLAQUE CE 120X230MM
	 	15,000000 UN	 	 	8,40	 	 	 	126,00	 	 	Prix moyen pondéré	 	 
	962412002	 	C PLAQUE CE 130X70MM
	 	39,000000 UN	 	 	7,82	 	 	 	305,12	 	 	Prix moyen pondéré	 	 
	962412003	 	B PLAQUE DE FIRME 100X115M
	 	20,000000 UN	 	 	8,07	 	 	 	161,40	 	 	Prix moyen pondéré	 	 
	962412004	 	B PLAQUE DE FIRME 200X230M
	 	14,000000 UN	 	 	9,00	 	 	 	126,00	 	 	Prix moyen pondéré	 	 
	962412005	 	B PLAQUE DE FIRME 300X345M
	 	30,000000 UN	 	 	15,10	 	 	 	453,00	 	 	Prix moyen pondéré	 	 
	962412006	 	B PLAQUE DE FIRME 400X460M
	 	10,000000 UN	 	 	32,68	 	 	 	326,80	 	 	Prix moyen pondéré	 	 
	962412007	 	B PLAQUE DE FIRME 600X690M
	 	8,000000 UN	 	 	62,09	 	 	 	496,72	 	 	Prix moyen pondéré	 	 
	971110003	 	A PLOT M1A
	 	79,000000 UN	 	 	22,24	 	 	 	1 757,07	 	 	Prix moyen pondéré	 	 
	971510504	 	A GAINE LG.400 MM
	 	15,000000 UN	 	 	164,45	 	 	 	2 466,70	 	 	Prix moyen pondéré	 	 
	990121802	 	HUILE LINGOTIERES 20L
	 	1,000000 UN	 	 	0,01	 	 	 	0,01	 	 	Prix moyen pondéré	 	 
	A287412001	 	PLAQUE N° MACHINE
	 	79,000000 UN	 	 	3,73	 	 	 	294,67	 	 	Prix moyen pondéré	 	 
	ACTIONNEURTESTLEAS	 	ACTIONNEUR CONFIG MODU
	 	1,000000 UN	 	 	3 581,72	 	 	 	3 581,72	 	 	Prix moyen pondéré	 	 
	CABLEREF	 	NOV/LRS
Cable externe de ré
	 	1,000000 UN	 	 	66,30	 	 	 	66,30	 	 	Prix moyen pondéré	 	 
	CAPTEURTESTLEAS	 	CAPTEUR POUR CONFIG MOD
	 	1,000000 UN	 	 	3 752,74	 	 	 	3 752,74	 	 	Prix moyen pondéré	 	 
	CHIPPIS	 	CHIPPIS
	 	1,000000 UN	 	 	21 275,12	 	 	 	21 275,12	 	 	Prix moyen pondéré	 	 
	CORDONANATESTLEAS	 	CORDON ANA20M TEST LEAS
	 	1,000000 UN	 	 	0,01	 	 	 	0,01	 	 	Prix moyen pondéré	 	 
	CORDONCNATESTLEAS	 	CORDON CAPTEUR20M TEST:
	 	1,000000 UN	 	 	417,00	 	 	 	417,00	 	 	Prix moyen pondéré	 	 
	E0000292	 	Circuit Intégré Logique LS
	 	2,000000 UN	 	 	0,65	 	 	 	1,30	 	 	Prix moyen pondéré	 	 
	E0001004	 	Circuit Intégré Analogique
	 	30,000000 UN	 	 	1,69	 	 	 	50,70	 	 	Prix moyen pondéré	 	 
	E0001866	 	Circuit Intégré Logique HCM
	 	14,000000 UN	 	 	0,55	 	 	 	7,70	 	 	Prix moyen pondéré	 	 
	E0002277	 	Gaine Rilsan
Ỳ 6 Noire
	 	10,000000 UN	 	 	3,48	 	 	 	34,80	 	 	Prix moyen pondéré	 	 
	E0002767	 	Circuit Intégré Analogique
	 	41,000000 UN	 	 	1,11	 	 	 	45,51	 	 	Prix moyen pondéré	 	 
	E0003072	 	Cable
Coaxial 75Û KX 25
	 	12,000000 UN	 	 	0,85	 	 	 	10,20	 	 	Prix moyen pondéré	 	 
	E0003562	 	Circuit Intégré Logique CMO
	 	31,000000 UN	 	 	0,91	 	 	 	28,21	 	 	Prix moyen pondéré	 	 
	E0003588	 	Circuit Intégré Analogique
	 	40,000000 UN	 	 	11,60	 	 	 	464,00	 	 	Prix moyen pondéré	 	 
	E0007442	 	Con.Bar.     CONTACT M
	 	682,000000 UN	 	 	0,35	 	 	 	238,70	 	 	Prix moyen pondéré	 	 
	E0007546	 	Con.Bar.     CONTACT F
	 	728,000000 UN	 	 	0,25	 	 	 	182,00	 	 	Prix moyen pondéré	 	 





31









 







	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	E0014408	 	Presse Etoupe Coude avec br
	 	33,000000 UN	 	 	24,05	 	 	 	793,65	 	 	Prix moyen pondéré	 	 
	E0014414	 	Presse Etoupe Raccord Filet
	 	62,000000 UN	 	 	25,43	 	 	 	1 576,66	 	 	Prix moyen pondéré	 	 
	E0014415	 	Con.HE301B 12Pts Male 06A
	 	18,000000 UN	 	 	12,71	 	 	 	228,78	 	 	Prix moyen pondéré	 	 
	E0014423	 	Con.CIRC 6Pts Fic.Fem.
	 	15,000000 UN	 	 	50,00	 	 	 	750,00	 	 	Prix moyen pondéré	 	 
	E0014424	 	Con.CIRC 8Pts Fic.Fem.
	 	5,000000 UN	 	 	34,25	 	 	 	171,25	 	 	Prix moyen pondéré	 	 
	E0014425	 	Con.CIRC            Raccord Droi
	 	5,000000 UN	 	 	15,05	 	 	 	75,25	 	 	Prix moyen pondéré	 	 
	E0014426	 	Con.CIRC            Raccord Droi
	 	10,000000 UN	 	 	9,47	 	 	 	94,70	 	 	Prix moyen pondéré	 	 
	E0014428	 	Presse Etoupe Douille Serre
	 	10,000000 UN	 	 	9,11	 	 	 	91,10	 	 	Prix moyen pondéré	 	 
	E0014438	 	Circuit Intégré Analogique
	 	12,000000 UN	 	 	15,47	 	 	 	185,64	 	 	Prix moyen pondéré	 	 
	E0014439	 	Circuit Intégré Analogique
	 	16,000000 UN	 	 	8,46	 	 	 	135,36	 	 	Prix moyen pondéré	 	 
	E0014440	 	Circuit Intégré Memoire EPR
	 	2,000000 UN	 	 	8,30	 	 	 	16,60	 	 	Prix moyen pondéré	 	 
	E0014444	 	NOV/LRS-COMMANDE CI DF
	 	20,000000 UN	 	 	24,00	 	 	 	480,00	 	 	Prix moyen pondéré	 	 
	E0014447	 	Alimentation CI Convertisse
	 	16,000000 UN	 	 	12,12	 	 	 	193,92	 	 	Prix moyen pondéré	 	 
	E0014459	 	Circuit Intégré OPTO
	 	1 262,000000 UN	 	 	0,33	 	 	 	416,46	 	 	Prix moyen pondéré	 	 
	E0014462	 	Circuit Intégré Logique Pro
	 	15,000000 UN	 	 	12,00	 	 	 	180,00	 	 	Prix moyen pondéré	 	 
	E0014470	 	NOV/MLC CI ASM DF TM VE 1
	 	31,000000 UN	 	 	26,85	 	 	 	832,35	 	 	Prix moyen pondéré	 	 
	E0014473	 	Interrupteur FIN DE COURSE
	 	17,000000 UN	 	 	11,05	 	 	 	187,85	 	 	Prix moyen pondéré	 	 
	E0014474	 	Con.CIRC 6Pts Emb.Male
	 	15,000000 UN	 	 	9,50	 	 	 	142,50	 	 	Prix moyen pondéré	 	 
	E0014475	 	Con.CIRC 8Pts Emb.Male
	 	15,000000 UN	 	 	15,38	 	 	 	230,70	 	 	Prix moyen pondéré	 	 
	E0014578	 	NOV/LRS-RALLONGE CI SF+V
	 	1,000000 UN	 	 	9,60	 	 	 	9,60	 	 	Prix moyen pondéré	 	 
	FERRITE	 	KIT POT FERRITE EPCOS
	 	300,000000 UN	 	 	7,00	 	 	 	2 100,00	 	 	Prix moyen pondéré	 	 
	LIAISONANCGEN	 	carte de liaision ancienne
	 	1,000000 UN	 	 	1,00	 	 	 	1,00	 	 	Prix moyen pondéré	 	 
	M0014419	 	P/H Vis Creuse M14xl.5
	 	20,000000 UN	 	 	1,33	 	 	 	26,60	 	 	Prix moyen pondéré	 	 
	M0014421	 	Vérin UNI PUSH COMPAKT JU
	 	4,000000 UN	 	 	822,12	 	 	 	3 288,48	 	 	Prix moyen pondéré	 	 
	M0014469	 	NOV/MLC FAV CI ASM Usinage
	 	2,000000 UN	 	 	61,00	 	 	 	122,00	 	 	Prix moyen pondéré	 	 
	M0014478	 	P/H Bride de Serrage
	 	60,000000 UN	 	 	1,04	 	 	 	62,40	 	 	Prix moyen pondéré	 	 
	M0014479	 	P/H Soufflet
	 	4,000000 UN	 	 	58,60	 	 	 	234,40	 	 	Prix moyen pondéré	 	 
	N0000001	 	NOV/MLC Roulement
	 	11,000000 UN	 	 	6,50	 	 	 	71,50	 	 	Prix moyen pondéré	 	 
	N0000002	 	NOV/MLC Vis sans Fin sans b
	 	3,000000 UN	 	 	201,60	 	 	 	604,80	 	 	Prix moyen pondéré	 	 
	N0000003	 	NOV/MLC Bras nouvelle génér
	 	2,000000 UN	 	 	91,16	 	 	 	182,32	 	 	Prix moyen pondéré	 	 
	N0000004	 	NOV/MLC Bras ancienne génér
	 	14,000000 UN	 	 	8,00	 	 	 	112,00	 	 	Prix moyen pondéré	 	 
	N0000005	 	NOV/MLC Fixation Buses
	 	3,000000 UN	 	 	55,25	 	 	 	165,75	 	 	Prix moyen pondéré	 	 
	N0000006	 	NOV/MLC Courroie lg.90
	 	15,000000 UN	 	 	6,50	 	 	 	97,50	 	 	Prix moyen pondéré	 	 
	N0000007	 	NOV/MLC Poulie
	 	22,000000 UN	 	 	8,28	 	 	 	182,16	 	 	Prix moyen pondéré	 	 
	N0000009	 	NOV/MLC Soufflet
	 	25,000000 UN	 	 	8,84	 	 	 	221,00	 	 	Prix moyen pondéré	 	 
	N0000010	 	NOV/MLC Vis sans Fin avec b
	 	1,000000 UN	 	 	201,66	 	 	 	201,66	 	 	Prix moyen pondéré	 	 
	N0000016	 	NOV/LRS Alimentation Gossen
	 	2,000000 UN	 	 	193,30	 	 	 	386,60	 	 	Prix moyen pondéré	 	 
	N0000017	 	NOV/LRS
Rallonge avec écran
	 	1,000000 UN	 	 	90,00	 	 	 	90,00	 	 	Prix moyen pondéré	 	 
	N0000018	 	NOV/MLC Boite bleue + cordo
	 	1,000000 UN	 	 	10,00	 	 	 	10,00	 	 	Prix moyen pondéré	 	 
	N0000019	 	NOV/MLC Rack Test + 2 cable
	 	1,000000 UN	 	 	386,70	 	 	 	386,70	 	 	Prix moyen pondéré	 	 






32









 






	 	 	 	 	 

	STOCK12G

	 	          Etat stocks valorisés global
	 	10/12/2010
	PRODUCTION;lyonservnovel01;180

	 	 	 	11:14:37
	 

	 	Société : PAE Novelis PAE S.A.S.	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	N0000020	 	NOV/LRS Jeu cales
	 	1,000000 UN	 	 	50,00	 	 	 	50,00	 	 	Prix moyen pondéré	 	 
	N0000021	 	NOV/MLC ACTIONNEUR REFE
	 	1,000000 UN	 	 	2 822,00	 	 	 	2 822,00	 	 	Prix moyen pondéré	 	 
	N0000022	 	MICRO-EPSILON Ecran
	 	3,000000 UN	 	 	55,25	 	 	 	165,75	 	 	Prix moyen pondéré	 	 
	N0000028	 	THERMOCOUPLE
	 	40,000000 UN	 	 	5,40	 	 	 	216,00	 	 	Prix moyen pondéré	 	 
	N0000029	 	P/H Presse Etoupe Raccord E
	 	12,000000 UN	 	 	4,04	 	 	 	48,48	 	 	Prix moyen pondéré	 	 
	N0000031	 	Con.HE301B 12Pts Fem. 14-12
	 	24,000000 UN	 	 	12,40	 	 	 	297,60	 	 	Prix moyen pondéré	 	 
	N0000035	 	NOV/MLC
Carte Equipée ASM
	 	7,000000 UN	 	 	463,50	 	 	 	3 244,50	 	 	Prix moyen pondéré	 	 
	N0000038	 	NOV/LRS Support de Test pou
	 	1,000000 UN	 	 	685,00	 	 	 	685,00	 	 	Prix moyen pondéré	 	 
	N0000039	 	NOV/LRS
Capteur Assemblé
	 	1,000000 UN	 	 	1 481,07	 	 	 	1 481,07	 	 	Prix moyen pondéré	 	 
	N0000041	 	NOV/LRS Cordon Pneumatique
	 	11,000000 UN	 	 	95,00	 	 	 	1 045,00	 	 	Prix moyen pondéré	 	 
	N0000042	 	NOV/MLC Actionneur MECANIC
	 	5,000000 UN	 	 	1 640,50	 	 	 	8 202,50	 	 	Prix moyen pondéré	 	 
	N0014437	 	Radiateur 1° c/W/100mm
	 	4,000000 UN	 	 	32,50	 	 	 	130,00	 	 	Prix moyen pondéré	 	 
	N0014477	 	NOV/LRS Cartes+Téte de Mesu
	 	7,000000 UN	 	 	3 007,70	 	 	 	21 053,90	 	 	Prix moyen pondéré	 	 
	N0014485	 	NOV/LRS Capteur Ensemble Mé
	 	12,000000 UN	 	 	1 502,96	 	 	 	18 035,52	 	 	Prix moyen pondéré	 	 
	S0000021	 	NOV/MLC ACTIONNEUR
	 	5,000000 UN	 	 	2 450,00	 	 	 	12 250,00	 	 	Prix moyen pondéré	 	 
	S0000034	 	NOV/LRS Cable Externe
	 	4,000000 UN	 	 	242,94	 	 	 	971,76	 	 	Prix moyen pondéré	 	 
	S0000036	 	NOV/LRS-LIAISON Nlle Génér
	 	10,000000 UN	 	 	232,04	 	 	 	2 320,40	 	 	Prix moyen pondéré	 	 
	S0000037	 	NOV/LRS-COMMANDE CARTE
	 	9,000000 UN	 	 	590,20	 	 	 	5 311,80	 	 	Prix moyen pondéré	 	 
	S0000040	 	NOV/MLC Cordon 6pts
	 	5,000000 UN	 	 	133,00	 	 	 	665,00	 	 	Prix moyen pondéré	 	 
	S0000047	 	NOV/LRS-RALLONGE CARTE I
	 	27,000000 UN	 	 	39,50	 	 	 	1 066,50	 	 	Prix moyen pondéré	 	 
	S0000048	 	NOV/MLC Cordon 8pts
	 	5,000000 UN	 	 	144,30	 	 	 	721,50	 	 	Prix moyen pondéré	 	 






	 	 	 

	          Catégorie: C3

	 	ARTICLE SANS REAPPRO.






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Article	 	Désignation	 	Quantité US	 	 	Prix unitaire	 	 	Montant EUR	 	 	Mode valorisation	 	Ecart non absorbé
	MODULEANATESTLEAS	 	MODULE ACTIONNEUR TEST
	 	1,000000 UN	 	 	1 075,50	 	 	 	1 075,50	 	 	Prix moyen pondéré	 	 
	MODULECNATESTLEAS	 	MODULE CAPTEUR TEST LEA
	 	1,000000 UN	 	 	1 164,90	 	 	 	1 164,90	 	 	Prix moyen pondéré	 	 
	Total site: STO	 	 
	 	12 358,00 UN	 	 	 	 	 	 	1 180 175,08	 	 	EUR	 	 
	 
	Total Société:  PAE	 	 
	 	16 063,00 UN	 	 	 	 	 	 	1 285 853,46	 	 	EUR	 	 
	 





33











 





INVENTORY LOCATED AT CUSTOMERS’ PREMISES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PLEDGED INVENTORY AT SUBCONTRACTORS AS OF 10/12/2010
	N° ARTICLE	 	DESIGNATION	 	QTY	 	PMP	 	AMOUNT	 	LOCALISATION
	000100026	 	A PLAQUE DE POIDS 110 X 60
	 	 	6,000000	 	 	 	10,06	 	 	 	60,36	 	 	 	100084	 
	000100026	 	A PLAQUE DE POIDS 110 X 60
	 	 	2,000000	 	 	 	10,06	 	 	 	20,12	 	 	 	100084	 
	000100027	 	A PLAQUE DE VITESSE 110 X 60
	 	 	4,000000	 	 	 	13,57	 	 	 	54,28	 	 	 	100084	 
	000100027	 	A PLAQUE DE VITESSE 110 X 60
	 	 	2,000000	 	 	 	13,57	 	 	 	27,14	 	 	 	100084	 
	000100027	 	A PLAQUE DE VITESSE 110 X 60
	 	 	1,000000	 	 	 	13,57	 	 	 	13,57	 	 	 	100084	 
	000100028	 	A PLAQUE ALU. LIQUIDE 160 X
	 	 	2,000000	 	 	 	17,00	 	 	 	34,00	 	 	 	100084	 
	000100028	 	A P LAQUE ALU. LIQUIDE 160 X
	 	 	1,000000	 	 	 	17,00	 	 	 	17,00	 	 	 	100084	 
	000100037	 	PLAQUE SENS DE ROTATION
	 	 	4,000000	 	 	 	17,00	 	 	 	68,00	 	 	 	100084	 
	000100037	 	PLAQUE SENS DE ROTATION
	 	 	2,000000	 	 	 	17,00	 	 	 	34,00	 	 	 	100084	 
	000100037	 	PLAQUE SENS DE ROTATION
	 	 	1,000000	 	 	 	17,00	 	 	 	17,00	 	 	 	100084	 
	1029910801	 	SILENCIEUX
	 	 	1,000000	 	 	 	4,35	 	 	 	4,35	 	 	 	100084	 
	1033526000	 	TOLERIE COUVERCLE TS15
	 	 	1,000000	 	 	 	2 217,92	 	 	 	2 217,92	 	 	 	100084	 
	1046910801	 	ELECTROVANNE POUR DISTRIBUT
	 	 	2,000000	 	 	 	78,23	 	 	 	156,46	 	 	 	100084	 
	1046910802	 	A DISTRIBUTEUR ELECTRO PNEUMA
	 	 	2,000000	 	 	 	76,33	 	 	 	152,66	 	 	 	100084	 
	1064910801	 	“A
DISTRIBUTEUR 5/2 — G 1/2””
	 	 	1,000000	 	 	 	74,05	 	 	 	74,05	 	 	 	100084	 
	1064910804	 	FILTRE
	 	 	1,000000	 	 	 	35,11	 	 	 	35,11	 	 	 	100084	 
	1647503A01	 	MECA TOLERIE CUVE
	 	 	1,000000	 	 	 	4 172,69	 	 	 	4 172,69	 	 	 	100084	 
	1647526000	 	TOLERIE COUVERCLE
	 	 	1,000000	 	 	 	2 418,41	 	 	 	2 418,41	 	 	 	100084	 
	1648503A01	 	MECA TOLERIE CUVE
	 	 	1,000000	 	 	 	4 172,69	 	 	 	4 172,69	 	 	 	100084	 
	1648526000	 	TOLERIE COUVERCLE
	 	 	1,000000	 	 	 	2 418,41	 	 	 	2 418,41	 	 	 	100084	 
	1649503A01	 	MECA TOLERIE CUVE
	 	 	1,000000	 	 	 	4 724,04	 	 	 	4 724,04	 	 	 	100084	 
	1649526000	 	TOLERIE COUVERCLE
	 	 	1,000000	 	 	 	2 568,77	 	 	 	2 568,77	 	 	 	100084	 
	1652503A01	 	MECA TOLERIE CUVE
	 	 	1,000000	 	 	 	3 922,08	 	 	 	3 922,08	 	 	 	100084	 
	216517002	 	A ROTOR INJECTEUR
	 	 	1,000000	 	 	 	138,68	 	 	 	138,68	 	 	 	100084	 
	216517003	 	A VIS
	 	 	1,000000	 	 	 	19,13	 	 	 	19,13	 	 	 	100084	 
	340945805	 	C ROBINET + VOLANT
	 	 	1,000000	 	 	 	68,00	 	 	 	68,00	 	 	 	100084	 
	359000118	 	THERMOCOUPLE
	 	 	2,000000	 	 	 	17,54	 	 	 	35,08	 	 	 	100084	 
	359000208	 	C JOINT
GRAPHITE EP 1 mm
	 	 	1,000000	 	 	 	0,91	 	 	 	0,91	 	 	 	100084	 
	359000302	 	A CLOISON
	 	 	2,000000	 	 	 	234,25	 	 	 	468,50	 	 	 	100084	 
	359000302	 	A CLOISON
	 	 	1,000000	 	 	 	234,25	 	 	 	234,25	 	 	 	100084	 
	359033100	 	A ROBINET DE MANOMETRE
	 	 	1,000000	 	 	 	600,11	 	 	 	600,11	 	 	 	100084	 
	359060687	 	A TRESSE DE LIAISON
	 	 	2,000000	 	 	 	10,00	 	 	 	20,00	 	 	 	100084	 
	401501001	 	A CLOISON SUPERIEURE
	 	 	1,000000	 	 	 	94,25	 	 	 	94,25	 	 	 	100084	 
	401501002	 	B CLOISON INFERIEURE
	 	 	2,000000	 	 	 	148,40	 	 	 	296,80	 	 	 	100084	 
	419910828	 	A VANNE DE REGLAGE FIN
	 	 	1,000000	 	 	 	138,69	 	 	 	138,69	 	 	 	100084	 
	486502801	 	JOINT
	 	 	1,000000	 	 	 	13,41	 	 	 	13,41	 	 	 	100084	 
	501504801	 	A CONE DE BOUCHAGE
	 	 	12,000000	 	 	 	2,42	 	 	 	29,07	 	 	 	100084	 
	580551810	 	A SILENCIEUX
	 	 	4,000000	 	 	 	1,78	 	 	 	7,12	 	 	 	100084	 
	581528501	 	B GAINE SIALON LG 900
	 	 	1,000000	 	 	 	352,50	 	 	 	352,50	 	 	 	100084	 
	638503802	 	TUBE DE COLLE
	 	 	4,000000	 	 	 	15,70	 	 	 	62,80	 	 	 	100084	 
	638503802	 	TUBE DE COLLE
	 	 	4,000000	 	 	 	15,70	 	 	 	62,80	 	 	 	100084	 
	718910804	 	PRESSOSTAT NAUTILUS
	 	 	2,000000	 	 	 	83,14	 	 	 	166,27	 	 	 	100084	 
	718910804	 	PRESSOSTAT NAUTILUS
	 	 	1,000000	 	 	 	58,71	 	 	 	58,71	 	 	 	100084	 
	718910805	 	PRESSOSTAT
	 	 	2,000000	 	 	 	76,67	 	 	 	153,34	 	 	 	100084	 
	725507001	 	A COLONNE TS LG 900
	 	 	1,000000	 	 	 	322,07	 	 	 	322,07	 	 	 	100084	 
	725910805	 	G ROBINET + ACTIONNEUR
	 	 	2,000000	 	 	 	339,00	 	 	 	678,00	 	 	 	100084	 
	729503501	 	JOINT PNEUMATIQUE
	 	 	2,000000	 	 	 	738,40	 	 	 	1 476,80	 	 	 	100084	 
	729506901	 	B BOUCHON INJECTEUR
	 	 	1,000000	 	 	 	97,76	 	 	 	97,76	 	 	 	100084	 
	729508501	 	A JOINT
	 	 	2,000000	 	 	 	44,58	 	 	 	89,16	 	 	 	100084	 
	729511901	 	A BOUCHON THERMOPLONGEUR
	 	 	1,000000	 	 	 	96,21	 	 	 	96,21	 	 	 	100084	 
	729512001	 	B BRIDE THERMOPLONGEUR
	 	 	1,000000	 	 	 	19,00	 	 	 	19,00	 	 	 	100084	 
	729512002	 	B JOINT
	 	 	1,000000	 	 	 	27,37	 	 	 	27,37	 	 	 	100084	 
	729512501	 	C GAINE THERMOPLONGEUR
	 	 	1,000000	 	 	 	6 179,63	 	 	 	6 179,63	 	 	 	100084	 
	748910802	 	“B EMBASE G1/2””
	 	 	2,000000	 	 	 	17,73	 	 	 	35,46	 	 	 	100084	 
	748910802	 	“B EMBASE G1/2””
	 	 	1,000000	 	 	 	50,95	 	 	 	50,95	 	 	 	100084	 
	748913802	 	A BOUCHON 6 PANS
	 	 	4,000000	 	 	 	3,35	 	 	 	13,40	 	 	 	100084	 
	748913802	 	A BOUCHON 6 PANS
	 	 	2,000000	 	 	 	3,35	 	 	 	6,70	 	 	 	100084	 
	748913802	 	A BOUCHON 6 PANS
	 	 	2,000000	 	 	 	3,35	 	 	 	6,70	 	 	 	100084	 
	758910803	 	A DETENDEUR ARGON
	 	 	1,000000	 	 	 	160,80	 	 	 	160,80	 	 	 	100084	 
	765910803	 	A REGULATEUR
	 	 	1,000000	 	 	 	29,74	 	 	 	29,74	 	 	 	100084	 
	781512002	 	A JOINT POUR BOUCHON RESISTOR
	 	 	4,000000	 	 	 	1,89	 	 	 	7,55	 	 	 	100084	 
	828910807	 	MANOMETRE Ø
 63
	 	 	2,000000	 	 	 	55,30	 	 	 	110,60	 	 	 	100084	 
	828910809	 	MANOMETRE Ø
63
	 	 	1,000000	 	 	 	185,00	 	 	 	185,00	 	 	 	100084	 
	828910810	 	A VANNE A POINTEAU INOX
	 	 	1,000000	 	 	 	92,95	 	 	 	92,95	 	 	 	100084	 
	828910811	 	CLAPET ANTI-RETOUR
	 	 	1,000000	 	 	 	98,85	 	 	 	98,85	 	 	 	100084	 
	836503501	 	JOINT PNEUMATIQUE
	 	 	1,000000	 	 	 	630,00	 	 	 	630,00	 	 	 	100084	 
	836910801	 	D DEBIMETRE ARGON
	 	 	1,000000	 	 	 	703,07	 	 	 	703,07	 	 	 	100084	 
	836971801	 	A MOTEUR ASYNCHRONE TRIPHASE
	 	 	4,000000	 	 	 	170,00	 	 	 	680,00	 	 	 	100084	 
	836971801	 	A MOTEUR ASYNCHRONE TRIPHASE
	 	 	1,000000	 	 	 	170,00	 	 	 	170,00	 	 	 	100084	 
	840512001	 	A PLAQUE FOND DE GAINE
	 	 	1,000000	 	 	 	98,10	 	 	 	98,10	 	 	 	100084	 
	840512002	 	F BOUCHON CALAGE RESISTOR
	 	 	1,000000	 	 	 	61,22	 	 	 	61,22	 	 	 	100084	 
	840512003	 	A TRESSE DE LIAISON
	 	 	1,000000	 	 	 	25,76	 	 	 	25,76	 	 	 	100084	 
	840512802	 	ATTACHE TRESSE
	 	 	4,000000	 	 	 	10,45	 	 	 	41,80	 	 	 	100084	 
	850512002	 	PATTE DE MISE A LA TERRE
	 	 	1,000000	 	 	 	20,00	 	 	 	20,00	 	 	 	100084	 
	850512801	 	A RESISTOR
	 	 	2,000000	 	 	 	425,95	 	 	 	851,90	 	 	 	100084	 
	850512802	 	GAINE ALUMINE DIA 12 LG 110
	 	 	1,000000	 	 	 	43,94	 	 	 	43,94	 	 	 	100084	 






34









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PLEDGED INVENTORY AT SUBCONTRACTORS AS OF 10/12/2010
	N° ARTICLE	 	DESIGNATION	 	QTY	 	PMP	 	AMOUNT	 	LOCALISATION
	850512901	 	 D ENSEMBLE MISE A LA TERRE	 	 	1,000000	 	 	 	213,00	 	 	 	213,00	 	 	 	100084	 
	850512902	 	  LOT DE VISSERIE THERM. TS15	 	 	1,000000	 	 	 	8,60	 	 	 	8,60	 	 	 	100084	 
	854503501	 	 A JOINT PNEUMATIQUE	 	 	1,000000	 	 	 	651,00	 	 	 	651,00	 	 	 	100084	 
	866910801	 	 RELAIS DOUBLE	 	 	1,000000	 	 	 	139,00	 	 	 	139,00	 	 	 	100084	 
	900507001	 	 JOINT GRAPHITE	 	 	1,000000	 	 	 	16,35	 	 	 	16,35	 	 	 	100084	 
	947910802	 	 D ROBINET V16-DN15	 	 	1,000000	 	 	 	318,50	 	 	 	318,50	 	 	 	100084	 
	962412001	 	 C PLAQUE CE 120X230MM	 	 	2,000000	 	 	 	8,40	 	 	 	16,80	 	 	 	100084	 
	962412001	 	 C PLAQUE CE 120X230MM	 	 	1,000000	 	 	 	8,40	 	 	 	8,40	 	 	 	100084	 
	962412003	 	 B PLAQUE DE FIRME 100X115MM	 	 	8,000000	 	 	 	8,07	 	 	 	64,56	 	 	 	100084	 
	962412003	 	 B PLAQUE DEFIRME 100X115MM	 	 	4,000000	 	 	 	8,07	 	 	 	32,28	 	 	 	100084	 
	962412004	 	 B PLAQUE DE FIRME 200X230MM	 	 	2,000000	 	 	 	9,00	 	 	 	18,00	 	 	 	100084	 
	962412004	 	 B PLAQUE DE FIRME 200X230MM	 	 	1,000000	 	 	 	9,00	 	 	 	9,00	 	 	 	100084	 
	VRA8422	 	 JETCLEANER® DE STOCK	 	 	1,000000	 	 	 	26 090,49	 	 	 	26 090,49	 	 	 	100084	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	71 100,01	 	 	
Total 100084
	1546200001	 	 A ENTRETOISE	 	 	16,000000	 	 	 	12,10	 	 	 	193,64	 	 	 	100161	 
	1546200002	 	 PLAQUE FIRME ANODISEE BLEU	 	 	8,000000	 	 	 	12,06	 	 	 	96,48	 	 	 	100161	 
	1546250000	 	     BLOC MOTEUR CAPTEUR	 	 	2,000000	 	 	 	1 067,00	 	 	 	2 133,99	 	 	 	100161	 
	1547340802	 	 MODULE ACTIONNEUR NUMERIQUE	 	 	1,000000	 	 	 	1 075,50	 	 	 	1 075,50	 	 	 	100161	 
	1547340902	 	 MODULE CAPTEUR NUMERIQUE	 	 	4,000000	 	 	 	1 199,78	 	 	 	4 799,10	 	 	 	100161	 
	267200005	 	 B ENTRETOISE ISOLANTE	 	 	1,000000	 	 	 	66,96	 	 	 	66,96	 	 	 	100161	 
	267200008	 	 F BAGUE ISOLANTE MACOR	 	 	1,000000	 	 	 	139,24	 	 	 	139,24	 	 	 	100161	 
	359000208	 	 C JOINT GRAPHITE EP 1 mm	 	 	2,000000	 	 	 	0,91	 	 	 	1,82	 	 	 	100161	 
	543250801	 	 MOTEUR	 	 	6,000000	 	 	 	164,83	 	 	 	989,01	 	 	 	100161	 
	543250802	 	 A REDUCTEUR	 	 	6,000000	 	 	 	283,54	 	 	 	1 701,24	 	 	 	100161	 
	729507002	 	 B ROTOR ALPUR® TS	 	 	2,000000	 	 	 	136,50	 	 	 	273,00	 	 	 	100161	 
	729507004	 	 A VIS ALPUR® TS	 	 	2,000000	 	 	 	19,39	 	 	 	38,78	 	 	 	100161	 
	962412002	 	 C PLAQUE CE 130X70MM	 	 	8,000000	 	 	 	7,83	 	 	 	62,66	 	 	 	100161	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	11 571,42	 	 	
Total 100161
	1498810A02	 	 MANDRIN APPRO MATIERE	 	 	2,000000	 	 	 	23 370,00	 	 	 	46 740,00	 	 	 	100666	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	46 740,00	 	 	
 Total 100666
	000100026	 	 A PLAQUE DE POIDS 110 X 60	 	 	1,000000	 	 	 	10,06	 	 	 	10,06	 	 	 	103137	 
	1322503801	 	 MASTIC ISOLANT	 	 	6,000000	 	 	 	40,88	 	 	 	245,29	 	 	 	103137	 
	1398404804	 	 FILET RAPPORTE	 	 	1 194,000000	 	 	 	2,46	 	 	 	2 936,62	 	 	 	103137	 
	1489526802	 	 EPINGLE D’AXE	 	 	6,000000	 	 	 	11,25	 	 	 	67,50	 	 	 	103137	 
	1575500001	 	 H USINAGE LING COUV DIAM 234	 	 	15,000000	 	 	 	425,33	 	 	 	6 380,00	 	 	 	103137	 
	1575500005	 	 EQUILIBREUR DE DEBIT	 	 	152,000000	 	 	 	5,40	 	 	 	820,80	 	 	 	103137	 
	1575500011	 	 BAGUE HELICOIDALE 234	 	 	56,000000	 	 	 	90,59	 	 	 	5 073,01	 	 	 	103137	 
	1575500016	 	 TRANSITION PLATE 234	 	 	7,000000	 	 	 	45,20	 	 	 	316,40	 	 	 	103137	 
	1575500017	 	 TRANSITION PLATE 234	 	 	7,000000	 	 	 	45,20	 	 	 	316,40	 	 	 	103137	 
	1575500023	 	 A BAGUE HELICOIDALE	 	 	5,000000	 	 	 	163,20	 	 	 	816,00	 	 	 	103137	 
	1575500077	 	 A RONDELLE DE SERRAGE	 	 	2,000000	 	 	 	195,00	 	 	 	390,00	 	 	 	103137	 
	1575500078	 	 TRANSITION PLATE	 	 	5,000000	 	 	 	60,10	 	 	 	300,50	 	 	 	103137	 
	1575500082	 	 B LINGOTIERE PARTIE SUPERIEUR	 	 	2,000000	 	 	 	983,75	 	 	 	1 967,50	 	 	 	103137	 
	1575500083	 	 BAFFLE	 	 	2,000000	 	 	 	90,00	 	 	 	180,00	 	 	 	103137	 
	1575500503	 	 LOT DE 30 JOINTS EPDM	 	 	61,000000	 	 	 	12,14	 	 	 	740,80	 	 	 	103137	 
	1575500801	 	 JOINT TORIQUE	 	 	27,000000	 	 	 	0,33	 	 	 	8,90	 	 	 	103137	 
	1575500804	 	 JOINT TORIQUE	 	 	33,000000	 	 	 	6,00	 	 	 	197,99	 	 	 	103137	 
	1575500805	 	 A LOT DE 20 BOUCHONS	 	 	14,000000	 	 	 	3,00	 	 	 	42,00	 	 	 	103137	 
	1575500806	 	 LOT DE 10 INSERTS TARAUDES	 	 	12,000000	 	 	 	25,10	 	 	 	301,20	 	 	 	103137	 
	1575500810	 	 COLLE	 	 	2,000000	 	 	 	36,38	 	 	 	72,76	 	 	 	103137	 
	1575510801	 	 JOINT TORIQUE	 	 	38,000000	 	 	 	1,00	 	 	 	38,00	 	 	 	103137	 
	1575510802	 	 JOINT TORIQUE	 	 	33,000000	 	 	 	2,10	 	 	 	69,30	 	 	 	103137	 
	1575510803	 	 FILET RAPPORTE	 	 	304,000000	 	 	 	2,72	 	 	 	826,88	 	 	 	103137	 
	1575510806	 	 LOT DE 10 BOUCHONS LAITON	 	 	22,000000	 	 	 	36,30	 	 	 	798,60	 	 	 	103137	 
	1575510809	 	 LOT DE 50 JOINTS CUIVRE	 	 	6,000000	 	 	 	24,00	 	 	 	144,00	 	 	 	103137	 
	1576110004	 	 GABARIT DECOUPE	 	 	1,000000	 	 	 	7,00	 	 	 	7,00	 	 	 	103137	 
	1576307001	 	 ELEMENT REFRACTAIRE DE TABL	 	 	18,000000	 	 	 	414,00	 	 	 	7 452,00	 	 	 	103137	 
	1576307501	 	 A GARNISSAGE WDS	 	 	1,000000	 	 	 	2 485,00	 	 	 	2485,00	 	 	 	103137	 
	1576307502	 	 A PANNEAU GARNISSAGE	 	 	1,000000	 	 	 	2 797,38	 	 	 	2 797,38	 	 	 	103137	 
	1576307801	 	 FIBRES REFRACTAIRES	 	 	4,000000	 	 	 	101,72	 	 	 	406,87	 	 	 	103137	 
	1576307802	 	 JOINT TRESSE DIAM 6	 	 	1,000000	 	 	 	227,00	 	 	 	227,00	 	 	 	103137	 
	1576307805	 	 SCOTCH ALUMINISE	 	 	1,000000	 	 	 	30,00	 	 	 	30,00	 	 	 	103137	 
	1576307A01	 	 B PRESTATION GARNISSAGE	 	 	1,000000	 	 	 	885,00	 	 	 	885,00	 	 	 	103137	 
	1576309008	 	 A BARRAGE	 	 	1,000000	 	 	 	66,60	 	 	 	66,60	 	 	 	103137	 
	1576309801	 	 B PAPIER FIBRES REFRACTAIRES	 	 	4,000000	 	 	 	409,62	 	 	 	1 638,47	 	 	 	103137	 
	1576310002	 	 A ELEMENT REFRACTAIRE BEC	 	 	2,000000	 	 	 	315,00	 	 	 	630,00	 	 	 	103137	 
	1576310003	 	 ETRIER	 	 	4,000000	 	 	 	80,00	 	 	 	320,00	 	 	 	103137	 
	1576310004	 	 BARRAGE	 	 	4,000000	 	 	 	53,44	 	 	 	213,76	 	 	 	103137	 
	1576315017	 	 B AXE TENDEUR	 	 	20,000000	 	 	 	25,00	 	 	 	500,00	 	 	 	103137	 
	1576315018	 	 A PLAT D’APPUI	 	 	20,000000	 	 	 	15,20	 	 	 	304,00	 	 	 	103137	 
	1576315804	 	 A BANDE 40 x 5	 	 	1,000000	 	 	 	117,50	 	 	 	117,50	 	 	 	103137	 
	1576315A0X	 	 J MECANIQUE BARRAGE	 	 	1,000000	 	 	 	5 749,00	 	 	 	5 749,00	 	 	 	103137	 
	1576410808	 	 PRESSOSTAT ELECTROMECANIQUE	 	 	1,000000	 	 	 	103,36	 	 	 	103,36	 	 	 	103137	 
	1584307005	 	 PLAQUE	 	 	4,000000	 	 	 	87,38	 	 	 	349,52	 	 	 	103137	 
	1584308011	 	 BUSETTE / THIMBLE	 	 	50,000000	 	 	 	42,53	 	 	 	2 126,43	 	 	 	103137	 
	1584309801	 	 VIS H	 	 	20,000000	 	 	 	0,25	 	 	 	5,00	 	 	 	103137	 
	1584310003	 	 BARRAGE MONALITE	 	 	2,000000	 	 	 	92,23	 	 	 	184,47	 	 	 	103137	 
	1584310006	 	 ETRIER	 	 	2,000000	 	 	 	87,50	 	 	 	175,00	 	 	 	103137	 
	1584310019	 	 BARRAGE	 	 	10,000000	 	 	 	30,80	 	 	 	308,00	 	 	 	103137	 






35









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PLEDGED INVENTORY AT SUBCONTRACTORS AS OF 10/12/2010
	N° ARTICLE	 	DESIGNATION	 	QTY	 	PMP	 	AMOUNT	 	LOCALISATION
	1584310501	 	 GARNISSAGE WDS	 	 	2,000000	 	 	 	348,50	 	 	 	697,00	 	 	 	103137	 
	1584310502	 	 GARNISSAGE	 	 	2,000000	 	 	 	199,48	 	 	 	398,96	 	 	 	103137	 
	1584315024	 	 ISOLANT BOARD	 	 	2,000000	 	 	 	29,64	 	 	 	59,28	 	 	 	103137	 
	1584315051	 	 A BARRAGE MONALITE	 	 	56,000000	 	 	 	27,70	 	 	 	1 551,39	 	 	 	103137	 
	1584403001	 	 E MODIF. SUPPORT FAUX FOND	 	 	1,000000	 	 	 	1 4005,00	 	 	 	1 4005,00	 	 	 	103137	 
	1584410020	 	 A COLLIER DE SERRAGE	 	 	20,000000	 	 	 	14,50	 	 	 	290,00	 	 	 	103137	 
	1584410030	 	 TAQUET	 	 	56,000000	 	 	 	27,00	 	 	 	1 512,00	 	 	 	103137	 
	1584410031	 	 PATIN	 	 	61,000000	 	 	 	4,20	 	 	 	256,20	 	 	 	103137	 
	1584410A02	 	 TUYAUTAGE HUILE TABLE 290	 	 	1,000000	 	 	 	3 525,00	 	 	 	3 525,00	 	 	 	103137	 
	1584410A03	 	 MODIFICATIONS TABLE COULEE	 	 	1,000000	 	 	 	12 843,00	 	 	 	12 843,00	 	 	 	103137	 
	1584411000	 	 ECHANTILLON TABLECOULEE 290	 	 	1,000000	 	 	 	1 882,00	 	 	 	1 882,00	 	 	 	103137	 
	1584500001	 	 C USINAGE LING. COUV. 290	 	 	8,000000	 	 	 	450,38	 	 	 	3 603,00	 	 	 	103137	 
	1584500007	 	 A BAGUE HELICOIDALE 290	 	 	40,000000	 	 	 	99,75	 	 	 	3 989,88	 	 	 	103137	 
	1584500012	 	 TRANSITION PLATE	 	 	5,000000	 	 	 	44,92	 	 	 	224,60	 	 	 	103137	 
	1584500013	 	 TRANSATION PLATE	 	 	5,000000	 	 	 	44,92	 	 	 	224,60	 	 	 	103137	 
	1584500020	 	 A BRIDE ELASTIQUE	 	 	25,000000	 	 	 	200,80	 	 	 	5 020,00	 	 	 	103137	 
	1584500021	 	 CALE	 	 	25,000000	 	 	 	30,80	 	 	 	770,00	 	 	 	103137	 
	1584500030	 	 C TRANSITION PLATE	 	 	30,000000	 	 	 	77,78	 	 	 	2 333,42	 	 	 	103137	 
	1584500031	 	 LINGOTIERE PARTIESUPERIEURE	 	 	20,000000	 	 	 	105,60	 	 	 	2 112,00	 	 	 	103137	 
	1584500032	 	 B LINGOTIERE COUVERCLE	 	 	20,000000	 	 	 	32,00	 	 	 	640,00	 	 	 	103137	 
	1584500033	 	 BAFFLE	 	 	20,000000	 	 	 	22,00	 	 	 	440,00	 	 	 	103137	 
	1584500801	 	 JOINT TORIQUE	 	 	5,000000	 	 	 	4,32	 	 	 	21,60	 	 	 	103137	 
	1584500802	 	 JOINT TORIQUE	 	 	22,000000	 	 	 	10,50	 	 	 	231,09	 	 	 	103137	 
	1584500803	 	 BOUCHON POUR TUBE ROND	 	 	40,000000	 	 	 	0,20	 	 	 	8,00	 	 	 	103137	 
	1584500805	 	 LOT DE 100 JOINTS TORIQUES	 	 	2,000000	 	 	 	9,33	 	 	 	18,66	 	 	 	103137	 
	1584700004	 	 A RONDELLE DE SERRAGE	 	 	20,000000	 	 	 	175,00	 	 	 	3 500,00	 	 	 	103137	 
	1584700007	 	 B BAGUE HELICOIDALE	 	 	30,000000	 	 	 	112,00	 	 	 	3 360,00	 	 	 	103137	 
	1654307002	 	 BUSETTE /
THIMBLE
	 	 	83,000000	 	 	 	42,19	 	 	 	3 501,55	 	 	 	103137	 
	1654307003	 	 BARRAGE MONALITE	 	 	4,000000	 	 	 	52,00	 	 	 	208,00	 	 	 	103137	 
	1654307004	 	 ETRIER	 	 	4,000000	 	 	 	90,00	 	 	 	360,00	 	 	 	103137	 
	1654310001	 	 ELEMENT REFRACTAIRE	 	 	2,000000	 	 	 	651,99	 	 	 	1 303,98	 	 	 	103137	 
	1654310501	 	 GARNISSAGE WDS	 	 	4,000000	 	 	 	28,00	 	 	 	112,00	 	 	 	103137	 
	1654310502	 	 GARNISSAGE BOARD	 	 	4,000000	 	 	 	21,22	 	 	 	84,88	 	 	 	103137	 
	1654310503	 	 JOINT PAPER	 	 	4,000000	 	 	 	28,67	 	 	 	114,68	 	 	 	103137	 
	1654403000	 	 SUPPORT FAUX FOND 234	 	 	1,000000	 	 	 	15 850,00	 	 	 	15 850,00	 	 	 	103137	 
	1654407A01	 	 FAB. TOLERIE BAC	 	 	2,000000	 	 	 	935,00	 	 	 	1 870,00	 	 	 	103137	 
	1654410A01	 	 FAB. TABLE DE COULEE	 	 	1,000000	 	 	 	37 775,00	 	 	 	37 775,00	 	 	 	103137	 
	1654500014	 	  TRANSITION
PLATE
	 	 	33,000000	 	 	 	72,50	 	 	 	2392,50	 	 	 	103137	 
	1654500503	 	  JOINT
EPDM
	 	 	40,000000	 	 	 	6,98	 	 	 	279,20	 	 	 	103137	 
	562527801	 	 A PAPIER FIBRE REFRACTAIRE	 	 	5,000000	 	 	 	189,66	 	 	 	948,30	 	 	 	103137	 
	61/1200/350/150	 	  6061D DIM
DS ARTICLE MM
	 	 	5,000000	 	 	 	0,10	 	 	 	0,50	 	 	 	103137	 
	61/880/370/150	 	  6061 DIM
DS ARTICLE MM
	 	 	1,000000	 	 	 	0,10	 	 	 	0,10	 	 	 	103137	 
	61T6/2500/520/150	 	 AL 6061 T6 DIM DS ARTICLE	 	 	2,000000	 	 	 	1888,56	 	 	 	3 777,12	 	 	 	103137	 
	742506801	 	 A JOINT TRESSE	 	 	1,000000	 	 	 	146,96	 	 	 	146,96	 	 	 	103137	 
	962412003	 	 B PLAQUE DE FIRME 100X115MM	 	 	16,000000	 	 	 	8,07	 	 	 	129,13	 	 	 	103137	 
	962412004	 	 B PLAQUE DE FIRME 200X230MM	 	 	2,000000	 	 	 	9,00	 	 	 	18,00	 	 	 	103137	 
	DECOUPEALU8622	 	  DECOUPE
BLOC ALU 8622
	 	 	5,000000	 	 	 	69,00	 	 	 	345,00	 	 	 	103137	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	182875,44	 	 	
 Total 103137
	1029910801	 	 SILENCIEUX	 	 	2,000000	 	 	 	4,35	 	 	 	8,70	 	 	 	104246	 
	1029910801	 	 SILENCIEUX	 	 	1,000000	 	 	 	4,35	 	 	 	4,35	 	 	 	104246	 
	1064910801	 	 “A DISTRIBUTEUR 5/2 - G 1/2””	 	 	2,000000	 	 	 	74,05	 	 	 	148,10	 	 	 	104246	 
	1064910801	 	 “A DISTRIBUTEUR 5/2 - G 1/2””	 	 	1,000000	 	 	 	74,05	 	 	 	74,05	 	 	 	104246	 
	1064910802	 	 C DISTRIBUTEUR 3/2-5/2- G 1/4	 	 	10,000000	 	 	 	78,49	 	 	 	784,90	 	 	 	104246	 
	1064910802	 	 C DISTRIBUTEUR 3/2-5/2- G 1/4	 	 	5,000000	 	 	 	78,49	 	 	 	392,45	 	 	 	104246	 
	1064910803	 	 ELECTROVANNE PR DISTRIBUTEU	 	 	4,000000	 	 	 	54,15	 	 	 	216,60	 	 	 	104246	 
	1064910803	 	 ELECTROVANNE PR DISTRIBUTEU	 	 	2,000000	 	 	 	37,63	 	 	 	75,26	 	 	 	104246	 
	1064910804	 	 FILTRE	 	 	2,000000	 	 	 	35,11	 	 	 	70,22	 	 	 	104246	 
	1064910804	 	 FILTRE	 	 	1,000000	 	 	 	35,11	 	 	 	35,11	 	 	 	104246	 
	1064910809	 	 MANOMETRE	 	 	2,000000	 	 	 	185,00	 	 	 	370,00	 	 	 	104246	 
	1064910809	 	 MANOMETRE	 	 	1,000000	 	 	 	185,00	 	 	 	185,00	 	 	 	104246	 
	1647910801	 	 A DEBITMETRE ARGON+5%CHLORE	 	 	4,000000	 	 	 	511,25	 	 	 	2 045,00	 	 	 	104246	 
	1647910801	 	 A DEBITMETRE ARGON+5%CHLORE	 	 	2,000000	 	 	 	511,25	 	 	 	1 022,50	 	 	 	104246	 
	1653910801	 	 DETECTEUR/TRANSMETTEUR	 	 	2,000000	 	 	 	1 184,70	 	 	 	2 369,40	 	 	 	104246	 
	1653910801	 	 DETECTEUR/TRANSMETTEUR	 	 	1,000000	 	 	 	1 184,70	 	 	 	1 184,70	 	 	 	104246	 
	1653910802	 	 SUPPORT POLYTRON	 	 	2,000000	 	 	 	47,90	 	 	 	95,80	 	 	 	104246	 
	1653910802	 	 SUPPORT POLYTRON	 	 	1,000000	 	 	 	47,90	 	 	 	47,90	 	 	 	104246	 
	1653910803	 	 CAPTEUR CHLORE	 	 	2,000000	 	 	 	547,20	 	 	 	1 094,40	 	 	 	104246	 
	1653910803	 	 CAPTEUR CHLORE	 	 	1,000000	 	 	 	547,20	 	 	 	547,20	 	 	 	104246	 
	1653910804	 	 MODULE TEST CAPTEUR	 	 	2,000000	 	 	 	88,20	 	 	 	176,40	 	 	 	104246	 
	1653910804	 	 MODULE TEST CAPTEUR	 	 	1,000000	 	 	 	88,20	 	 	 	88,20	 	 	 	104246	 
	1653910805	 	 CERTIFICAT DE CALIBRATION	 	 	2,000000	 	 	 	30,00	 	 	 	60,00	 	 	 	104246	 
	1653910805	 	 CERTIFICAT DE CALIBRATION	 	 	1,000000	 	 	 	62,00	 	 	 	62,00	 	 	 	104246	 
	340945805	 	 C ROBINET + VOLANT	 	 	4,000000	 	 	 	68,00	 	 	 	272,00	 	 	 	104246	 
	340945805	 	 C ROBINET + VOLANT	 	 	2,000000	 	 	 	68,00	 	 	 	136,00	 	 	 	104246	 
	359033100	 	 A ROBINET DE MANOMETRE	 	 	2,000000	 	 	 	20,54	 	 	 	41,08	 	 	 	104246	 
	359033100	 	 A ROBINET DE MANOMETRE	 	 	1,000000	 	 	 	17,04	 	 	 	17,04	 	 	 	104246	 
	371910801	 	 A RELAIS POUR DEBITMETRE	 	 	4,000000	 	 	 	90,00	 	 	 	360,00	 	 	 	104246	 
	371910801	 	 A RELAIS POUR DEBITMETRE	 	 	2,000000	 	 	 	90,00	 	 	 	180,00	 	 	 	104246	 
	419910828	 	A VANNE DE REGLAGE FIN 	 	 	4,000000	 	 	 	138,69	 	 	 	554,76	 	 	 	104246	 






36









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PLEDGED INVENTORY AT SUBCONTRACTORS AS OF 10/12/2010
	N° ARTICLE	 	DESIGNATION	 	QTY	 	PMP	 	AMOUNT	 	LOCALISATION
	419910828	 	 A VANNE DE REGLAGE FIN	 	 	2,000000	 	 	 	138,69	 	 	 	277,38	 	 	 	104246	 
	580551810	 	 A SILENCIEUX	 	 	16,000000	 	 	 	1,78	 	 	 	28,48	 	 	 	104246	 
	580551810	 	 A SILENCIEUX	 	 	8,000000	 	 	 	1,78	 	 	 	14,24	 	 	 	104246	 
	718910804	 	 PRESSOSTAT NAUTILUS	 	 	1,000000	 	 	 	51,96	 	 	 	51,96	 	 	 	104246	 
	718910805	 	 PRESSOSTAT	 	 	1,000000	 	 	 	83,14	 	 	 	83,14	 	 	 	104246	 
	725910805	 	 G ROBINET + ACTIONNEUR	 	 	1,000000	 	 	 	339,00	 	 	 	339,00	 	 	 	104246	 
	748910802	 	 “B EMBASE G1/2””	 	 	1,000000	 	 	 	17,73	 	 	 	17,73	 	 	 	104246	 
	758910803	 	 A DETENDEUR ARGON	 	 	4,000000	 	 	 	160,80	 	 	 	643,20	 	 	 	104246	 
	758910803	 	 A DETENDEUR ARGON	 	 	2,000000	 	 	 	167,80	 	 	 	335,60	 	 	 	104246	 
	765910803	 	 A REGULATEUR	 	 	2,000000	 	 	 	29,74	 	 	 	59,48	 	 	 	104246	 
	765910803	 	 A REGULATEUR	 	 	1,000000	 	 	 	29,74	 	 	 	29,74	 	 	 	104246	 
	791504001	 	 C INSERT BETON	 	 	4,000000	 	 	 	116,80	 	 	 	467,20	 	 	 	104246	 
	828910807	 	 MANOMETRE Ø63	 	 	10,000000	 	 	 	55,30	 	 	 	553,00	 	 	 	104246	 
	828910807	 	 MANOMETRE Ø63	 	 	3,000000	 	 	 	55,30	 	 	 	165,90	 	 	 	104246	 
	828910809	 	 MANOMETRE Ø63	 	 	4,000000	 	 	 	185,00	 	 	 	740,00	 	 	 	104246	 
	828910809	 	 MANOMETRE Ø63	 	 	2,000000	 	 	 	185,00	 	 	 	370,00	 	 	 	104246	 
	828910810	 	 A VANNE A POINTEAU INOX	 	 	8,000000	 	 	 	92,95	 	 	 	743,60	 	 	 	104246	 
	828910810	 	 A VANNE A POINTEAU INOX	 	 	4,000000	 	 	 	92,95	 	 	 	371,80	 	 	 	104246	 
	828910811	 	 CLAPET ANTI-RETOUR	 	 	8,000000	 	 	 	98,85	 	 	 	790,80	 	 	 	104246	 
	828910811	 	 CLAPET ANTI-RETOUR	 	 	4,000000	 	 	 	98,85	 	 	 	395,40	 	 	 	104246	 
	828910812	 	 A FILTRE RACCORDEMENT	 	 	2,000000	 	 	 	143,65	 	 	 	287,30	 	 	 	104246	 
	828910812	 	 A FILTRE RACCORDEMENT	 	 	1,000000	 	 	 	143,65	 	 	 	143,65	 	 	 	104246	 
	828910816	 	 A DETENDEUR ARGON + 7% CHLOR	 	 	2,000000	 	 	 	1 427,11	 	 	 	2 854,22	 	 	 	104246	 
	828910816	 	 A DETENDEUR ARGON + 7% CHLOR	 	 	1,000000	 	 	 	1 427,11	 	 	 	1 427,11	 	 	 	104246	 
	836910801	 	 D DEBIMETRE ARGON	 	 	4,000000	 	 	 	674,78	 	 	 	2 699,11	 	 	 	104246	 
	836910801	 	 D DEBIMETRE ARGON	 	 	2,000000	 	 	 	674,78	 	 	 	1 349,55	 	 	 	104246	 
	842910801	 	 RELAIS DOUBLE EFFET PR DEBI	 	 	4,000000	 	 	 	131,00	 	 	 	524,00	 	 	 	104246	 
	842910801	 	 RELAIS DOUBLE EFFET PR DEBI	 	 	2,000000	 	 	 	131,00	 	 	 	262,00	 	 	 	104246	 
	888910801	 	 A VANNE A CDE. PAR PRESSION	 	 	2,000000	 	 	 	191,16	 	 	 	382,32	 	 	 	104246	 
	888910801	 	 A VANNE A CDE. PAR PRESSION	 	 	1,000000	 	 	 	187,16	 	 	 	187,16	 	 	 	104246	 
	922910803	 	 REDUCTEUR DE DEBIT	 	 	2,000000	 	 	 	18,90	 	 	 	37,80	 	 	 	104246	 
	922910803	 	 REDUCTEUR DE DEBIT	 	 	1,000000	 	 	 	18,90	 	 	 	18,90	 	 	 	104246	 
	947910802	 	 D ROBINET V16-DN15	 	 	4,000000	 	 	 	318,50	 	 	 	1 274,00	 	 	 	104246	 
	947910802	 	 D ROBINET V16-DN15	 	 	2,000000	 	 	 	318,50	 	 	 	637,00	 	 	 	104246	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	31 280,89	 	 	
Total 104246
	03/2000/1200/540	 	   3003 DIM DS ARTICLE MM	 	 	1,000000	 	 	 	0,10	 	 	 	0,10	 	 	 	108198	 
	1042510X01	 	 B BOUGIE MACARONS	 	 	5,000000	 	 	 	400,00	 	 	 	2 000,00	 	 	 	108198	 
	1044440A01	 	   METAL POUR LINGOTIERES	 	 	1,000000	 	 	 	4 550,00	 	 	 	4 550,00          	 	 	 	108198	 
	1044450A01	 	   METAL POUR FAUX FONDS	 	 	1,000000	 	 	 	5 136,00	 	 	 	5 136,00	 	 	 	108198	 
	1083702810	 	 CAPTEUR DE DEPLACEMENT	 	 	1,000000	 	 	 	751,00	 	 	 	751,00	 	 	 	108198	 
	1083702817	 	 CONNECTEUR FEMELLE DINCOUDE	 	 	1,000000	 	 	 	43,80	 	 	 	43,80	 	 	 	108198	 
	1084208810	 	 A ADAPTATION MONT CODEUR	 	 	1,000000	 	 	 	263,11	 	 	 	263,11	 	 	 	108198	 
	1089315810	 	 PRISE	 	 	6,000000	 	 	 	11,39	 	 	 	68,34	 	 	 	108198	 
	1144911804	 	 ROBINET	 	 	1,000000	 	 	 	42,17	 	 	 	42,17	 	 	 	108198	 
	1198503A01	 	 USINAGE LINGOTIERE AJUST.	 	 	2,000000	 	 	 	16 570,00	 	 	 	33 140,00	 	 	 	108198	 
	1198504A01	 	 USINAGE LINGOTIERE AJUST.	 	 	2,000000	 	 	 	16 570,00	 	 	 	33 140,00	 	 	 	108198	 
	1321510X01	 	 BOUGIE MACARON	 	 	1,000000	 	 	 	502,00	 	 	 	502,00	 	 	 	108198	 
	1322503000	 	 B GARNISSAGE CUVE	 	 	2,000000	 	 	 	3 023,00	 	 	 	6 046,00          	 	 	 	108198	 
	1397315013	 	 EQUERRE	 	 	2,000000	 	 	 	195,00	 	 	 	390,00	 	 	 	108198	 
	1398404804	 	 FILET RAPPORTE	 	 	60,000000	 	 	 	2,65	 	 	 	158,98	 	 	 	108198	 
	1410241810	 	 MOTOREDUCTEUR M49	 	 	1,000000	 	 	 	1 140,00	 	 	 	1 140,00	 	 	 	108198	 
	1410241811	 	 BAGUE ETANCHEITE	 	 	1,000000	 	 	 	27,25	 	 	 	27,25	 	 	 	108198	 
	1424280805	 	 ARBRE DE LIAISON	 	 	1,000000	 	 	 	385,00	 	 	 	385,00	 	 	 	108198	 
	1424280806	 	 ARBRE DE LIAISON	 	 	2,000000	 	 	 	355,00	 	 	 	710,00	 	 	 	108198	 
	1424280807	 	 ARBRE DE LIAISON	 	 	2,000000	 	 	 	390,55	 	 	 	781,10	 	 	 	108198	 
	1427410801	 	 FLEXIBLE HYDRAULIQUE LG 550	 	 	30,000000	 	 	 	15,16	 	 	 	454,80	 	 	 	108198	 
	1427410807	 	 A JOINT TORIQUE	 	 	8,000000	 	 	 	4,21	 	 	 	33,66	 	 	 	108198	 
	1428311807	 	 EQUERRE EGALE POUR TUBE Ø14	 	 	10,000000	 	 	 	14,14	 	 	 	141,40	 	 	 	108198	 
	1431741801	 	 SUPPORT DE CABLE	 	 	1,000000	 	 	 	7,11	 	 	 	7,11	 	 	 	108198	 
	1518600818	 	 TE EGAL MALE	 	 	14,000000	 	 	 	1,52	 	 	 	21,28	 	 	 	108198	 
	1543253802	 	 INTERRUPTEUR POSITION	 	 	2,000000	 	 	 	71,22	 	 	 	142,44	 	 	 	108198	 
	1562526023	 	 AXE PRESSEUR	 	 	2,000000	 	 	 	81,50	 	 	 	163,00	 	 	 	108198	 
	1562526025	 	 SUPPORT INTERMEDIAIRE	 	 	2,000000	 	 	 	196,00	 	 	 	392,00	 	 	 	108198	 
	1562530013	 	 SUPPORT FLASQUE GAUCHE	 	 	1,000000	 	 	 	197,00	 	 	 	197,00	 	 	 	108198	 
	1562530015	 	 SUPPORT FLASQUE DROIT	 	 	1,000000	 	 	 	197,00	 	 	 	197,00	 	 	 	108198	 
	1562535MODIF	 	 MODIFICATION INJECTEUR	 	 	1,000000	 	 	 	350,00	 	 	 	350,00	 	 	 	108198	 
	1575401005	 	 A ENTRETOISE FAUX FOND	 	 	18,000000	 	 	 	5,40	 	 	 	97,20	 	 	 	108198	 
	1575500001	 	 H USINAGE LING COUV DIAM 234	 	 	5,000000	 	 	 	564,80	 	 	 	2 824,00	 	 	 	108198	 
	1575500002	 	 B USINAGE LING SUP DIAM 234	 	 	5,000000	 	 	 	445,00	 	 	 	2 225,00	 	 	 	108198	 
	1575500003	 	 A RONDELLE	 	 	5,000000	 	 	 	25,50	 	 	 	127,50	 	 	 	108198	 
	1575500005	 	 EQUILIBREUR DE DEBIT	 	 	40,000000	 	 	 	5,40	 	 	 	216,00	 	 	 	108198	 
	1575500006	 	 A BAGUE HELICOIDALE	 	 	28,000000	 	 	 	72,10	 	 	 	2 018,80	 	 	 	108198	 
	1575500007USINAGE	 	 USINAGE FAUX FOND BILL 234	 	 	12,000000	 	 	 	57,39	 	 	 	688,68	 	 	 	108198	 
	1575500008	 	   TRANSITION PLATE	 	 	28,000000	 	 	 	42,33	 	 	 	1 185,33	 	 	 	108198	 
	1575500009	 	   INSERT	 	 	12,000000	 	 	 	4,61	 	 	 	55,32	 	 	 	108198	 
	1575500501	 	   JOINT EXPANSIBLE	 	 	28,000000	 	 	 	4,75	 	 	 	132,90	 	 	 	108198	 
	1575500502	 	 JOINT	 	 	28,000000	 	 	 	7,25	 	 	 	203,00	 	 	 	108198	 
	1575500801	 	 JOINT TORIQUE	 	 	10,000000	 	 	 	0,33	 	 	 	3,28	 	 	 	108198	 
	1575500802	 	 JOINT TORIQUE	 	 	55,000000	 	 	 	0,30	 	 	 	16,63	 	 	 	108198	 






37









 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PLEDGED INVENTORY AT SUBCONTRACTORS AS OF 10/12/2010
	N° ARTICLE	 	DESIGNATION	 	QTY	 	PMP	 	AMOUNT	 	LOCALISATION
	1575500804	 	 JOINT TORIQUE	 	 	28,000000	 	 	 	6,00	 	 	 	168,00	 	 	 	108198	 
	1575500805	 	 A LOT DE 20 BOUCHONS	 	 	2,000000	 	 	 	7,17	 	 	 	14,34	 	 	 	108198	 
	1575500806	 	 LOT DE 10 INSERTS TARAUDES	 	 	4,000000	 	 	 	26,28	 	 	 	105,10	 	 	 	108198	 
	1575510801	 	 JOINT TORIQUE	 	 	10,000000	 	 	 	0,20	 	 	 	2,02	 	 	 	108198	 
	1575510802	 	 JOINT TORIQUE	 	 	5,000000	 	 	 	3,00	 	 	 	15,01	 	 	 	108198	 
	1575510803	 	 FILET RAPPORTE	 	 	40,000000	 	 	 	2,78	 	 	 	111,20	 	 	 	108198	 
	1575510806	 	 LOT DE 10 BOUCHONS LAITON	 	 	4,000000	 	 	 	36,30	 	 	 	145,20	 	 	 	108198	 
	1575510809	 	 LOT DE 50 JOINTS CUIVRE	 	 	2,000000	 	 	 	24,00	 	 	 	48,00	 	 	 	108198	 
	1576307002	 	 A BUSETTE/THIMBLE	 	 	28,000000	 	 	 	19,00	 	 	 	532,00	 	 	 	108198	 
	1576315001	 	 BARRAGE	 	 	28,000000	 	 	 	31,20	 	 	 	873,60	 	 	 	108198	 
	1584307002	 	 BUSETTE/THIMBLE	 	 	20,000000	 	 	 	22,40	 	 	 	448,00	 	 	 	108198	 
	1584500001	 	 C USINAGE LING. COUV. 290	 	 	5,000000	 	 	 	432,00	 	 	 	2 160,00	 	 	 	108198	 
	1584500002	 	 B USINAGE LING. SUP. 290	 	 	5,000000	 	 	 	364,50	 	 	 	1 822,50	 	 	 	108198	 
	1584500003	 	 RONDELLE	 	 	5,000000	 	 	 	23,00	 	 	 	115,00	 	 	 	108198	 
	1584500004	 	 B TRANSITION PLATE BILL.290	 	 	20,000000	 	 	 	43,00	 	 	 	860,00	 	 	 	108198	 
	1584500005	 	 BAGUE HELICOIDALE BILL.290	 	 	20,000000	 	 	 	84,10	 	 	 	1 682,00	 	 	 	108198	 
	1584500006	 	 A FAUX FOND BILL.290	 	 	5,000000	 	 	 	48,00	 	 	 	240,00	 	 	 	108198	 
	1584500501	 	 A JOINT EXPANSIBLE	 	 	20,000000	 	 	 	5,30	 	 	 	106,02	 	 	 	108198	 
	1584500502	 	 JOINT EPDM	 	 	20,000000	 	 	 	9,90	 	 	 	198,00	 	 	 	108198	 
	1584500801	 	 JOINT TORIQUE	 	 	5,000000	 	 	 	17,36	 	 	 	86,82	 	 	 	108198	 
	1584500802	 	 JOINT TORIQUE	 	 	5,000000	 	 	 	8,69	 	 	 	43,44	 	 	 	108198	 
	1584500803	 	 BOUCHON POUR TUBE ROND	 	 	40,000000	 	 	 	0,15	 	 	 	6,00	 	 	 	108198	 
	1584500804	 	 A JOINT TORIQUE (BT DE 100)	 	 	5,000000	 	 	 	0,62	 	 	 	3,09	 	 	 	108198	 
	1584500805	 	 LOT DE 100 JOINTS TORIQUES	 	 	20,000000	 	 	 	0,48	 	 	 	9,66	 	 	 	108198	 
	1660253000	 	 ENS. PIECES TETE DE PUITS	 	 	1,000000	 	 	 	5 758,00	 	 	 	5 758,00	 	 	 	108198	 
	1660253501	 	 VERIN HYDRAULIQUE	 	 	4,000000	 	 	 	733,00	 	 	 	2 932,00	 	 	 	108198	 
	1668352801	 	 COATING NITRURE DE BORE	 	 	2,000000	 	 	 	312,00	 	 	 	624,00	 	 	 	108198	 
	216517003	 	 A VIS	 	 	9,000000	 	 	 	19,13	 	 	 	172,17	 	 	 	108198	 
	501504801	 	 A CONE DE BOUCHAGE	 	 	100,000000	 	 	 	2,42	 	 	 	242,21	 	 	 	108198	 
	61/1065/230/190	 	    ALU 6061 D DIM DANS ARTICLE	 	 	1,000000	 	 	 	0,10	 	 	 	0,10	 	 	 	108198	 
	61/1200/410/170	 	    6061 DIM DS ARTICLE MM	 	 	2,000000	 	 	 	0,10	 	 	 	0,20	 	 	 	108198	 
	61/2120/190/160	 	    ALU 6061 D DIM DANS ARTICLE	 	 	1,000000	 	 	 	0,10	 	 	 	0,10	 	 	 	108198	 
	61/340/340/65	 	    ALU 6061 D DIM DANS ARTICLE	 	 	1,000000	 	 	 	0,10	 	 	 	0,10	 	 	 	108198	 
	61/350/220/190	 	    ALU 6061 D DIM DANS ARTICLE	 	 	3,000000	 	 	 	0,10	 	 	 	0,30	 	 	 	108198	 
	61/350/350/82	 	    ALU 6061 D DIM DANS ARTICLE	 	 	2,000000	 	 	 	0,10	 	 	 	0,20	 	 	 	108198	 
	61/410/410/85	 	    ALU 6061 D DIM DANS ARTICLE	 	 	5,000000	 	 	 	0,10	 	 	 	0,50	 	 	 	108198	 
	61/640/350/150	 	    ALU 6061D DIM DANS ARTICLE	 	 	1,000000	 	 	 	0,10	 	 	 	0,10	 	 	 	108198	 
	61/785/340/190	 	    ALU 6061D DIM DANS ARTICLE	 	 	1,000000	 	 	 	0,10	 	 	 	0,10	 	 	 	108198	 
	61T6/2500/1550/150	 	 6061 T651 DIM DANS ARTICLE	 	 	2,000000	 	 	 	6 141,07	 	 	 	12 282,14	 	 	 	108198	 
	689401801	 	 CONNECTEUR	 	 	2,000000	 	 	 	43,36	 	 	 	86,71	 	 	 	108198	 
	706914807	 	 TUBE POLYURETHANE Ø8x1.25	 	 	2,000000	 	 	 	22,23	 	 	 	44,46	 	 	 	108198	 
	725910801	 	 PRESSOSTAT	 	 	1,000000	 	 	 	72,64	 	 	 	72,64	 	 	 	108198	 
	924503802	 	 “ (BTE.12) DALLES 23-40PPI”	 	 	9,000000	 	 	 	383,07	 	 	 	3 447,60	 	 	 	108198	 
	952914803	 	 A MANCHON SOUPLE (Ig 15M)	 	 	30,000000	 	 	 	10,60	 	 	 	318,00	 	 	 	108198	 
	962412001	 	 C PLAQUE CE 120X230MM	 	 	1,000000	 	 	 	8,40	 	 	 	8,40	 	 	 	108198	 
	977510802	 	 C ISOLATEUR TONNEAU	 	 	12,000000	 	 	 	12,75	 	 	 	153,00	 	 	 	108198	 
	ELECAUTO	 	  	 	 	2,000000	 	 	 	94,27	 	 	 	188,53	 	 	 	108198	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	13 7294,74	 	 	
Total 108198
	850512801	 	 A RESISTOR	 	 	1,000000	 	 	 	425,95	 	 	 	425,95	 	 	 	2008PAE	 
	1136976803	 	 DISQUEDURS	 	 	4,000000	 	 	 	28,00	 	 	 	112,00	 	 	 	2008PAE	 
	1136976804	 	 CABLE DISQUE DUR	 	 	4,000000	 	 	 	20,70	 	 	 	82,80	 	 	 	2008PAE	 
	1136976805	 	 ORDINATEUR SERVEUR	 	 	1,000000	 	 	 	2 315,40	 	 	 	2 315,40	 	 	 	2008PAE	 
	1136976806	 	 STATION DE TRAVAIL	 	 	2,000000	 	 	 	1 121,15	 	 	 	2 242,30	 	 	 	2008PAE	 
	1136976808	 	 POINT D’ACCES WIFI	 	 	2,000000	 	 	 	778,46	 	 	 	1 556,92	 	 	 	2008PAE	 
	426985801	 	    CORDON ANA LG 10M	 	 	1,000000	 	 	 	396,68	 	 	 	396,68	 	 	 	2008PAE	 
	426300499	 	 A ACTIONNEUR COURSE 100	 	 	1,000000	 	 	 	3 073,51	 	 	 	3 073,51	 	 	 	2008PAE	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	10 205,56	 	 	
 Total 2008PAE
	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	491 068,07	 	 	Total général
	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	N° supplier	 	Adress	 	 	 	 	 	 	 	Country
	 
	 	108198 91 RUE DES BONNAIS
	 	 	38120	 	 	SAINT EGREVE
	 	FR
	 
	 	103529 50 CHEMIN DU GENAS
	 	 	69800	 	 	SAINT PRIEST
	 	FR
	 
	 	100084 1029 AVENUE DE LA MOTTE SERVOL
	 	 	73094	 	 	CHAMBERY DECEX
	 	FR
	 
	 	2008PAE 729 RUE ARISITIDE BRIAND
	 	 	38340	 	 	VOREPPE
	 	FR
	 
	 	100161 RUE LOUIS GAGNIERE
	 	 	38950	 	 	SAINT MARTIN LE VINOUX
	 	FR
	 
	 	102136 BP 48
	 	 	38261	 	 	LA COTE SAINT ANDRE
	 	FR
	 
	 	104246 1 ALLEE DES ALIZIERS
	 	 	69500	 	 	BRON CEDEX
	 	FR
	 
	 	104667 ROUTE DE LONGES
	 	 	42800	 	 	RIVE DE GIERS
	 	FR
	 
	 	2011403 IMPASSE CHARVET
	 	 	38600	 	 	FONTAINE
	 	FR
	 
	 	103137 NOTRE DAME DES MILLIERES
	 	 	73460	 	 	ST HELENE SUR ISERE
	 	FR
	 
	 	107592 RUE DU VERCORS
	 	 	38321	 	 	EYBENS CEDEX
	 	FR
	 
	 	300279 ZONING DU PETIT ROCHAIN
	 	 	4800	 	 	VERVIERS
	 	BE
	 
	 	107546 ZAC DE PERRACHE
	 	 	63114	 	 	COUDES
	 	FR
	 
	 	100666 QUARTIER DES BUIS
	 	 	7210	 	 	BAIX
	 	FR






38









 






SCHEDULE 2




FRENCH VERSION OF THIS AGREEMENT




39












 





December 17, 2010




AMONG



NOVELIS PAE S.A.S.

as Guarantor



BANK OF AMERICA, N.A.

as Revolving Credit Collateral Agent and Beneficiary



and



THE REVOLVING CREDIT SECURED PARTIES

as Beneficiaries



 





FIRST DEMAND GUARANTEE



(Garantie A Premiere Demande)



 





 









 





INDEX




	 	 	 	 	 

	1.
	 	DEFINITIONS AND INTERPRETATION	 	1
	2.
	 	GUARANTEE	 	3
	3.
	 	GUARANTEE UNCONDITIONAL	 	3
	4.
	 	CONTINUING GUARANTEE	 	4
	5.
	 	REINSTATEMENT	 	4
	6.
	 	SUBROGATION; SUBORDINATION	 	4
	7.
	 	REPRESENTATIONS AND WARRANTIES	 	5
	8.
	 	GUARANTEE LIMITATION	 	5
	9.
	 	ENFORCEMENT	 	6
	10.
	 	CERTIFICATE	 	6
	11.
	 	MISCELLANEOUS	 	6
	12.
	 	NOTICES	 	7
	13.
	 	SUCCESSORS AND ASSIGNS	 	7
	14.
	 	CURRENCY	 	7
	15.
	 	COSTS, EXPENSES, TAXES AND INDEMNITY	 	7
	16.
	 	INTERCREDITOR AGREEMENT GOVERNS	 	7
	17.
	 	DURATION	 	7
	18.
	 	GOVERNING LAW AND JURISDICTION	 	8






i









 






THIS AGREEMENT IS MADE BY AND AMONG:





	1.	 	NOVELIS PAE S.A.S., a French société par actions simplifiée unipersonnelle having its
registered office at 725 rue Aristide Bergès, 38340 Voreppe, France, registered with the
Grenoble Trade and Companies Register under number 421 528 555, represented by a duly
authorized signatory for the purpose of this Agreement (as “Guarantor”);






	2.	 	BANK OF AMERICA, N.A., a company having its principal place of business at 135 South LaSalle
Street, Suite 425, Chicago, Illinois 60603 (United States of America), acting in its capacity
as Revolving Credit Collateral Agent on its own behalf and for the account and on behalf of
the Revolving Credit Secured Parties (as each of these terms is defined below);






	 	 	AND






	3.	 	THE REVOLVING CREDIT SECURED PARTIES (including any person which may from time to time become
a Revolving Credit Secured Party in accordance with the provisions of the Revolving Credit
Agreement) (as each of these terms is defined below), represented by the Revolving Credit
Collateral Agent for the purposes of this Agreement;





WHEREAS:





	(A)	 	Pursuant to the Revolving Credit Agreement, the Lenders and the Issuing Banks have agreed to
extend credit in the form of Loans or Letters of Credit on the terms referred to in the
Revolving Credit Agreement and for the purposes therein mentioned (as each of these
capitalized terms is defined in the Revolving Credit Agreement).






	(B)	 	Pursuant to clause 11.24 (Parallel Debt) of the Revolving Credit Agreement, the Guarantor has
undertaken to pay the Revolving Credit Collateral Agent (as defined in the Intercreditor
Agreement) as a separate and independent obligation an amount equal to, and in the currency
of, each amount owed by it to the Revolving Credit Secured Parties under the Revolving Credit
Agreement and the other Loan Documents (as defined below).






	(C)	 	Pursuant to the Revolving Credit Agreement, it is a condition precedent to the Credit
Extension (as defined in the Revolving Credit Agreement) that the Guarantor as security for
the due performance of the Revolving Credit Secured Obligations (as defined below) provides a
guarantee for the benefit of, among others, the Revolving Credit Collateral Agent and the
other Revolving Credit Secured Parties.






	(D)	 	The Guarantor has agreed to issue such a guarantee, in the form of a French first demand
guarantee (garantie à première demande), upon the terms and conditions of this Agreement.





NOW, THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:





	1.	 	DEFINITIONS AND INTERPRETATION









 









 






	1.1	 	Definitions







	(a)	 	In this Agreement (including the Recitals), unless otherwise specified, capitalized terms and
expressions shall have the meaning given to them in the Clause or paragraph of this Agreement
where they first appear.






	(b)	 	The following terms and expressions shall have the meaning given to them below:






	 	 	“Agreement” (or “Garantie à première demande”) means this agreement (Garantie à première
demande), as amended or supplemented from time to time.






	 	 	“Beneficiaries” (or “Bénéficiaires”) means:






	 	(i)	 	Bank of America, N.A., as Revolving Credit Collateral Agent, and
	 
	 	(ii)	 	the other Revolving Credit Secured Parties.






	 	 	“Event of Default” has the meaning ascribed to it in the Revolving Credit Agreement.






	 	 	“Guarantee” means the guarantee provided by the Guarantor (Garantie à première demande) as
defined in clause 2 (Guarantee) of this Agreement.






	 	 	“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the
date hereof by and among the parties thereto, the Administrative Agent, the Collateral
Agent, the Administrative Agent under the Revolving Credit Agreement and the Collateral
Agent under the Revolving Credit Agreement, and such other persons as may become party
thereto from time to time pursuant to the terms thereof, as the same may be amended,
restated, supplemented or otherwise modified from time to time.






	 	 	“Loan Documents” has the meaning ascribed to it in the Revolving Credit Agreement.






	 	 	“Revolving Credit Agreement” means the Credit Agreement dated on or about the date of this
Agreement (as amended, restated or otherwise modified from time to time) between, amongst
others, Novelis Inc., as “Parent Borrower”, Novelis Corporation, as “U.S. Borrower”, and the
other U.S. Subsidiaries of Parent Borrower party thereto as “U.S. Borrowers”, Novelis UK
Ltd, as “U.K. Borrower”, Novelis AG, as “Swiss Borrower”, Novelis North America Holdings,
Inc., and Novelis Acquisitions LLC as “Borrowers”, AV METALS INC., as “Parent Guarantor”,
the “Other Guarantors” party thereto, the lenders party thereto, and Bank of America, N.A.,
as “ Issuing Bank”, “U.S. Swingline Lender”, “Administrative Agent” and “Collateral Agent”
(all as defined therein).






	 	 	“Revolving Credit Secured Obligations” means the “Secured Obligations” as defined in the
Revolving Credit Agreement, including all present and future obligations and liabilities of
the Guarantor as a Loan Party to the Revolving Credit Collateral Agent under clause 11.24
(Parallel debt) of the Revolving Credit Agreement. For the avoidance of doubt, the
Revolving Credit Secured Obligations shall be limited pursuant to section 7.15 (French
Guarantor) of the Revolving Credit Agreement.






	 	 	“Revolving Credit Secured Parties” means, collectively, the Revolving Credit Claimholders
(as defined in the Intercreditor Agreement).




2









 












	1.2	 	Construction






	(a)	 	Capitalized terms used in this Agreement (including the Recitals) and not otherwise defined
herein shall have the meaning ascribed thereto in the Revolving Credit Agreement and shall be
interpreted and construed in accordance therewith.






	(b)	 	The index to and the headings in this Agreement are for convenience only and are to be
ignored in construing this Agreement.






	(c)	 	Words importing the plural shall include the singular and vice versa.






	(d)	 	An Event of Default is continuing if it has not been remedied or waived.






	(e)	 	In the event of a direct conflict between the terms and provisions contained in this
Agreement and the terms and provisions contained in the Revolving Credit Agreement, it is the
intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other. In
the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the
terms and provisions of the Revolving Credit Agreement shall govern and control.






	(f)	 	This Agreement is entered into with the benefit of and subject to the terms of the
Intercreditor Agreement. In case of discrepancies between the terms of this Agreement and the
terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail.






	(g)	 	This Agreement is designated a Loan Document for the purposes of the Revolving Credit
Agreement.






	2.	 	GUARANTEE






	 	 	In order to secure the prompt payment in full when due of the principal and interest on the
Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all
other Revolving Credit Secured Obligations from time to time owing to the Revolving Credit
Collateral Agent and the other Revolving Credit Secured Parties by any Loan Party under any
Loan Document (including any Hedging Agreement entered into with a counterparty that is a
Revolving Credit Secured Party), and the performance of all obligations under any of the
foregoing (such obligations being herein collectively called the “Guaranteed Obligations”),
the Guarantor hereby grants to the Revolving Credit Collateral Agent, for the benefit of
the Revolving Credit Collateral Agent and the other Revolving Credit Secured Parties, an
autonomous first demand guarantee (garantie à première demande). The Guarantee shall
constitute an autonomous and independent obligation of the Guarantor.






	3.	 	GUARANTEE UNCONDITIONAL






	 	 	Subject to the express terms herein, the obligations of the Guarantor hereunder shall be
unconditional and absolute and, without limiting the generality of the foregoing, shall not
be released, discharged or otherwise affected by:




3









 












	(a)	 	any extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of any Loan Party under the Loan Documents, by operation of law or otherwise;






	(b)	 	any modification or amendment of or supplement to the Loan Documents;






	(c)	 	any change in the corporate existence, structure or ownership of any Loan Party, or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or
its assets or any resulting release or discharge of any obligation of a Loan Party contained
in the Loan Documents;






	(d)	 	the existence of any claim, set-off or other rights which any Guarantor may have at any time
against any Loan Party, whether in connection therewith or with any unrelated transactions;






	(e)	 	any invalidity or unenforceability relating to or against any Loan Party for any reason of
the Loan Documents, or any provision of applicable law or regulation purporting to prohibit
the payment by such Loan Party of any amount payable by it under the Loan Documents; or






	(f)	 	any other act or omission to act or delay of any kind by the Loan Party or any other person
or any other circumstance whatsoever which might, but for the provisions of this clause 3,
constitute a legal or equitable discharge of any Guarantor’s obligations hereunder.






	4.	 	CONTINUING GUARANTEE






	 	 	This Guarantee is a continuing guarantee of payment, and shall apply to all Guaranteed
Obligations whenever arising.






	5.	 	REINSTATEMENT






	 	 	The obligations of the Guarantor under this Guarantee shall be, to the extent permitted by
applicable laws, 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 Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise. The Guarantor agrees that it will indemnify the Revolving
Credit Collateral Agent and the other Revolving Credit Secured Parties on demand for all
reasonable costs and expenses (including reasonable fees of counsel) incurred by the
Revolving Credit Collateral Agent and the other Revolving Credit Secured Parties 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 the
Revolving Credit Collateral Agent and the other Revolving Credit Secured Parties.






	6.	 	SUBROGATION; SUBORDINATION






	 	 	The Guarantor hereby agrees that until the indefeasible and irrevocable payment and
satisfaction in full in cash of all Guaranteed Obligations, it shall waive any claim and




4









 






	 	 	shall not exercise any right or remedy, direct or indirect, arising by reason of any
performance by it of this Guarantee, 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 the
Revolving Credit Agreement shall be subordinated to Revolving Credit Secured Obligations in
a manner reasonably satisfactory to the Revolving Credit Collateral Agent.






	7.	 	REPRESENTATIONS AND WARRANTIES






	 	 	The Guarantor hereby represents and warrants to the Revolving Credit Collateral Agent and
the other Beneficiaries that:






	(a)	 	the Guarantor is a société par actions simplifiée duly incorporated and validly existing
under the laws of France;






	(b)	 	the entry into and execution of this Agreement by the Guarantor, and the performance of its
obligations hereunder, have been duly authorized by the relevant corporate bodies and all
necessary steps have been taken to ensure such a result;






	(c)	 	the issuance of this Guarantee does not conflict with any clauses of its by-laws (statuts),
nor with the provisions of any agreement to which it is a party or the applicable laws and
regulations;






	(d)	 	the Guarantor is not in a situation of suspension of payment (cessation des paiements) and no
action, measure or proceedings whatsoever have been taken or commenced or, to the Guarantor’s
knowledge, contemplated by any person for the purpose of (a) carrying out or requesting the
suspension of payments, dissolution, judicial reorganization (procédure de sauvegarde or
redressement judiciaire) or judicial liquidation or appointment of an official receiver or a
conciliator of the Guarantor or any of its assets, or (b) opening, negotiating and/or
instituting any out-of-court conciliation (amicable conciliation, ad hoc mandate) relating to
the Guarantor’s debts or any procedure of the same type or having the same purpose as provided
for by the law n°2005-845 of July 26, 2005 on the safeguard of companies; and






	(e)	 	the issuance of this Guarantee is in the Guarantor’s corporate interest.






	8.	 	GUARANTEE LIMITATION






	(a)	 	The obligations and liabilities of the Guarantor under this Guarantee shall not include any
obligation or liability which if incurred would constitute the provision of financial
assistance within the meaning of article L. 225-216 of the French Code de commerce and/or
would constitute a misuse of corporate assets within the meaning of article L. 241-3 or L.
242-6 of the French Code de commerce or any other laws or regulations having the same effect,
as interpreted by French courts.






	(b)	 	The obligations and liabilities of the Guarantor under this Guarantee for the obligations
under the Loan Documents of any other Loan Party which is not a Subsidiary of the Guarantor,
shall be limited at any time to an amount equal to the aggregate of all amounts borrowed under
the Revolving Credit Agreement by such other Loan Party as Borrower to the extent directly or
indirectly on-lent to the Guarantor under inter-company loan agreements and outstanding at the
date a payment




5









 






	 	 	is to be made by the Guarantor under this Guarantee, it being specified that any payment
made by the Guarantor under this Guarantee in respect of the obligations of such Loan Party
as Borrower shall reduce pro tanto the outstanding amount of the inter-company loans due by
the Guarantor under the inter-company loan arrangements referred to above.






	(c)	 	The obligations and liabilities of the Guarantor under this Guarantee for the obligations
under the Loan Documents of any Loan Party which is its Subsidiary shall not be limited and
shall therefore cover all amounts due by such Loan Party as Borrower, Guarantor and/or any
other capacity as applicable. However, where such Subsidiary is not incorporated in France,
the amounts payable by the Guarantor under this paragraph (c) in respect of obligations of
this Subsidiary as Loan Party, shall be limited as set out in paragraph (b) above.






	9.	 	ENFORCEMENT






	 	 	Subject to the provisions of clause 8 hereof, upon the occurrence of an Event of Default,
and at any time thereafter, the Guarantor shall, forthwith upon demand by the Revolving
Credit Collateral Agent, immediately pay to the Revolving Credit Collateral Agent the monies
in respect of which such default shall have occurred.






	10.	 	CERTIFICATE






	 	 	A certificate by an officer of the Revolving Credit Collateral Agent as to (i) the amounts
of principal or interest under the Revolving Credit Agreement or (ii) any other amount due
as a payment of the Guaranteed Obligations, shall be binding upon the Guarantor and shall be
conclusive evidence in any legal proceedings with respect to this Guarantee.






	11.	 	MISCELLANEOUS






	(a)	 	No failure to exercise, nor any delay in exercising, on the part of the Revolving Credit
Collateral Agent and the other Beneficiaries, any right or remedy under this Agreement shall
operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent
any further or other exercise of that right or remedy or the exercise of any other right or
remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive
of any rights or remedies provided by law.






	(b)	 	If, at any time, any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or
impaired.






	(c)	 	Any amendment or modification of this Agreement shall be made in writing and shall be signed
by the parties thereto.




6









 












	12.	 	NOTICES






	 	 	Except as specifically provided otherwise in this Agreement, all notices or other
communications under or in connection with this Agreement shall be given to each party as
specified in Section 11.01 (Notices) of the Revolving Credit Agreement.






	13.	 	SUCCESSORS AND ASSIGNS






	 	 	This Guarantee shall be binding upon the Guarantor and its successors and assigns and shall
inure to the benefit of the Revolving Credit Collateral Agent and the other Revolving Credit
Secured Parties (including their successors and assigns under the Revolving Credit
Agreement).






	14.	 	CURRENCY






	 	 	Any payment made by virtue of this Guarantee will be made in the currency specified under
the Loan Documents.






	15.	 	COSTS, EXPENSES, TAXES AND INDEMNITY






	(a)	 	The Guarantor shall bear any expense which the Revolving Credit Collateral Agent or any other
Beneficiary may incur in connection with the preparation and execution of this Agreement, as
well as any expenses incurred in connection with the preservation or enforcement of the
Revolving Credit Collateral Agent’s and the other Beneficiaries’ rights under this Agreement
and the Guarantee, all in accordance with the terms of the Revolving Credit Agreement.






	(b)	 	The Guarantor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the Revolving Credit Collateral Agent and the other Beneficiaries against
any action which any of it may sustain as a consequence of any breach by the Guarantor of the
provisions of this Agreement, the exercise or purported exercise of any of the rights and
powers conferred on any of it by this Agreement.






	(c)	 	The Guarantor shall pay all stamp, registration and other taxes to which this Agreement, the
Guarantee or any judgment given in connection with it is or at any time may be subject and
shall, from time to time, indemnify the Revolving Credit Collateral Agent and the
Beneficiaries on demand against any liabilities, costs, claims and expenses resulting from any
failure to pay or delay in paying any such Tax.






	16.	 	INTERCREDITOR AGREEMENT GOVERNS






	 	 	Notwithstanding anything herein to the contrary, the exercise of any rights including, but
not limited to, the enforcement of the Guarantee by the Revolving Credit Collateral Agent
hereunder are subject to the provisions of the Intercreditor Agreement.






	17.	 	DURATION






	 	 	The Guarantee created pursuant to this Agreement shall remain in force until the date of the
occurrence of the Discharge of Revolving Credit Secured Obligations (as defined in the
Intercreditor Agreement).




7









 












	18.	 	GOVERNING LAW AND JURISDICTION






	18.1	 	Governing Law






	 	 	This Agreement and the Guarantee shall be governed by and construed in accordance with
French law.






	18.2	 	Jurisdiction






	 	 	For the benefit of the Revolving Credit Collateral Agent and the other Beneficiaries, the
Guarantor agrees that the courts of France shall have jurisdiction to settle any disputes in
connection with this Agreement and the Guarantee, and accordingly submit any disputes in
connection with this Agreement and the Guarantee to the jurisdiction of the Commercial Court
of Paris (Tribunal de commerce de Paris). This clause 18.2 is for the benefit of the
Revolving Credit Collateral Agent and the other Beneficiaries only. As a result, nothing in
this Clause shall limit the right of the Revolving Credit Collateral Agent and the other
Beneficiaries to bring proceedings against the Guarantor in connection with this Agreement
and/or the Guarantee in any other court of competent jurisdiction. To the extent allowed by
law, the Revolving Credit Collateral Agent and the other Beneficiaries may take concurrent
proceedings in any number of jurisdictions.





[LEFT INTENTIONALLY BLANK]









8









 








Signed
in

On December 17, 2010

In as many original copies as parties to this Agreement




NOVELIS PAE S.A.S.,

The Guarantor




Signature:


By:

Capacity:

duly authorized for the purpose of this Agreement




BANK OF AMERICA, N.A., as

Revolving Credit Collateral Agent

Acting on its own behalf and on behalf of the other Revolving Credit Secured Parties




Signature:

By: Peter M. Walther

Capacity: Senior Vice President





 












 



Exhibit N

Form of Opinion of Company Counsel



N/A


 








 





EXHIBIT O




Form of

SOLVENCY CERTIFICATE




December 17, 2010



The undersigned, the chief financial officer of each of the Loan Parties, hereby certifies on
behalf of each 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 December 17,
2010 (as amended, restated, supplemented, extended, renewed, refunded, replaced, refinanced or
otherwise modified from time to time in one or more agreements, the “Credit Agreement”), among
NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent
Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Parent
Borrower from time to time signatory thereto as borrowers, NOVELIS UK LTD, 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 METALS INC., a corporation
formed under the Canada Business Corporations Act, the Subsidiary Guarantors from time to time
party thereto (such term and each other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders from time to time party thereto, BANK OF
AMERICA, N.A., as Administrative Agent and Collateral Agent, and the other parties party thereto.



2. At the time of and immediately after the consummation of the Transactions to occur on the
Closing Date, and 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 made on such date, the Closing Date
Distribution 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-1









 




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:  	 	 
	 
	 	NOVELIS CAST HOUSE TECHNOLOGY LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260848 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	4260856 CANADA INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NO. 1 LIMITED PARTNERSHIP

 	 
	 	 	By: 4260848 CANADA INC.

 	 
	 	 	Its: General Partner 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS BRAND LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT O-3









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS SOUTH AMERICA HOLDINGS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	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-4









 






	 	 	 	 	 



	 	 	 	 	 
	 	NOVELIS TECHNOLOGY AG

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AV METALS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS DO BRASIL LTDA.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS SERVICES LIMITED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS MADEIRA, UNIPESSOAL, LDA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS LUXEMBOURG S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS PAE S.A.S.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT O-5









 






	 	 	 	 	 



	 	 	 	 	 
	 	SIGNED AND DELIVERED AS A DEED

for and on behalf of NOVELIS ALUMINIUM 

HOLDING COMPANY

by its lawfully appointed attorney

in the presence of:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	witness:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS ACQUISITIONS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NOVELIS NORTH AMERICA

HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




EXHIBIT O-6











 





EXHIBIT P




Form of Intercompany Note




PROMISSORY NOTE



	 	 	 

	$[Loan Amount]

	 	Date: [Date]






          FOR VALUE RECEIVED, the undersigned [INTERCOMPANY BORROWER], a company organized under the
laws of [Intercompany Jurisdiction] (“Borrower”), HEREBY PROMISES TO PAY to the order of
[INTERCOMPANY LENDER], a [Type of Entity] organized under the laws of [Intercompany Lender
Jurisdiction] (“Lender”) on [Term Loan Maturity Date] (the “Maturity Date”) and in
accordance with the terms and conditions of the Subordination Agreements (as defined below) the
principal sum of [________________] or, if less, the aggregate principal amount of the Advances (as
defined below) made by Lender to the Borrower pursuant to Section 1 below.




          Capitalized terms used but not defined herein shall have the meanings ascribed to such terms
in the Intercreditor Agreement, dated as of December 14, 2010 (as amended, restated, supplemented,
modified or replaced from time to time, the “Intercreditor Agreement”), by and among
NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act (the “Parent
Borrower”), NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware
corporation, NOVELIS BRAND 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, NOVELIS AG, a stock corporation (AG)
organized under the laws of Switzerland, AV METALS INC., a corporation formed under the Canada
Business Corporations Act (“Holdings”), the subsidiaries of Holdings from time to time
party thereto, BANK OF AMERICA, N.A., as administrative agent for the Revolving Credit Lenders and
as collateral agent for the Revolving Credit Claimholders, BANK OF AMERICA, N.A., as administrative
agent for the Term Loan Lenders, and BANK OF AMERICA, N.A., as collateral agent for the Term Loan
Secured Parties, and certain other persons which may be or become parties thereto or become bound
thereto from time to time. Reference is hereby made to:




          (i) the Subordination Agreement, dated as of December 14, 2010 (as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, the “Revolving
Credit Subordination Agreement”), among Holdings, the subsidiaries of Holdings party thereto
and BANK OF AMERICA, N.A., as administrative agent and as collateral agent under the Revolving
Credit Agreement;




          (ii) the Subordination Agreement, dated as of December 14, 2010 (as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, the “Term Loan
Subordination Agreement” and, together with the Revolving Credit Subordination Agreement, the
“Subordination Agreements”), among Holdings, the subsidiaries of Holdings party thereto,
BANK OF AMERICA, N.A., as administrative agent and as collateral agent under the Term Loan
Agreement;




 









 






          (iii) the Contribution, Intercompany, Contracting and Offset Agreement, dated as of December
14, 2010 (as amended, supplemented, amended and restated or otherwise modified and in effect from
time to time, the “Revolving Credit CICO Agreement”), among Holdings, the subsidiaries of
Holdings party thereto and BANK OF AMERICA, N.A., administrative agent and as collateral agent
under the Revolving Credit Agreement; and




          (iv) the Contribution, Intercompany, Contracting and Offset Agreement, dated as of December
14, 2010 (as amended, supplemented, amended and restated or otherwise modified and in effect from
time to time, the “Term Loan CICO Agreement” and, together with the Revolving Credit CICO
Agreement, the “CICO Agreements”), among Holdings, the subsidiaries of Holdings party
thereto, BANK OF AMERICA, N.A., as administrative agent and as collateral agent under the Term Loan
Agreement.




          1. Loan. The principal amount stated above (the “Advances”) has been loaned to the
Borrower by the Lender subject to the terms and conditions hereof and of the Subordination
Agreements, the CICO Agreements, the Intercreditor Agreement, the Revolving Credit Agreement and
the Term Loan Agreement. Subject to the terms and conditions hereof and of the Subordination
Agreements, the CICO Agreements, the Intercreditor Agreement, the Revolving Credit Agreement and
the Term Loan Agreement, the Borrower may prepay the Advances under this Promissory Note without
premium or penalty.




          2. Interest. (a) The Advances shall bear interest at a rate per annum equal to [__]%
(computed on the basis of year of [360]1[365]2 days), payable until the
Maturity Date. The Borrower promises to pay interest on the unpaid principal amount of Advances
from the date hereof until such principal amount is paid in full. Interest accrued on the amount
of all other obligations hereunder shall be payable on demand from and after the time such
obligation becomes due and payable (whether by acceleration or otherwise). [Interest on the amount
of all obligations hereunder shall continue to accrue after the beginning of any bankruptcy or
insolvency proceeding involving the Borrower, whether or not allowed in such
proceeding.]3 [In the event that accrued interest is not paid cash, it will compound on
an annual basis in accordance with article 1154 of the French Civil Code.]4




          [(b) To comply with the provisions of article L. 314 of the French Monetary and Financial Code
(Code Monétaire et Financier), the Borrower and the Lender agree that the effective global rate for
the facility is [__]% per annum and [__]% per quarter.]5




          [(b) Notwithstanding any other provision of this Promissory Note, it is understood that the
interest rate applicable hereunder in no event shall exceed the maximum interest rate permitted by
Law no. 108 of March 7, 1996 (disposizioni in materia di usura) and related implementation
regulations and subsequent amendments and/or repeals. Should, by any means, the interest rate due
pursuant to the Section 2 above exceed the maximum rate permitted






 




			
	1	 	Insert for borrowers other than UK borrowers.
	 
	2	 	Insert for UK borrowers.
	 
	3	 	Delete for German [or Swiss] borrowers.
	 
	4	 	Insert for French borrowers.
	 
	5	 	Insert for French borrower if there are no
charges other than interest (insert interest rate from Section 2(a) above).




2









 










under applicable law, the interest rate applicable shall be automatically reduced as necessary
to allow the interest rate applicable to be in compliance with any applicable law.]6




          [(b) Notwithstanding any other provisions of this Promissory Note, in no such event shall, if
applicable, any: (i) an increase of the applicable interest rate triggered by the late payment of
an overdue amount exceed 0.5% per annum on the outstanding principal amount due (article 1907
Belgian Civil Code); (ii) prepayment and related fees exceed six months of interest on the pre-paid
amount, calculated at the rate of interest accruing on the principal amount (1907 bis Belgian Civil
Code); (iii) interest be claimed on overdue interest, unless (A) the overdue interest has accrued
over a period of at least one year, and (B) the interest has formally been claimed by the Lender,
or the Borrower has agreed to it, after such period has effectively passed (article 1154 Belgian
Civil Code); and (iv) the aggregate annual interest rate applicable in this Promissory Note exceed
the maximum permitted by the Belgian Civil Code and other Requirements of Law from time to time in
force in Belgium.]7




          [(b) [Interest Act (Canada). For purposes of the Interest Act (Canada), whenever in this
Promissory Note any interest is calculated on the basis of a period of time other than a year of
365 or 366 days, as applicable, the annual rate of interest to which each rate of interest utilized
pursuant to such calculation is equivalent is such rate so utilized multiplied by the actual number
of days in the calendar year in which the same is to be ascertained and divided by the number of
days used in such calculation. For the purposes of the Interest Act (Canada), the principle of
deemed reinvestment of interest will not apply to any interest calculation under this Promissory
Note, and the rates of interest stipulated in this Promissory Note are intended to be nominal rates
and not effective rates or yields.




          (c) Criminal Interest Rate. (i) If any provision of this Promissory Note would obligate the
Borrower to make any payment of interest or other amount payable to the Lender hereunder in an
amount or calculated at a rate which would be prohibited by law or would result in a receipt by the
Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then
notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be
so prohibited by law or result in a receipt by the Lender of interest at a criminal rate, the
adjustment to be effected, to the extent necessary, (A) first, by reducing the amount or rate of
interest required to be paid to the Lender under this Section 2 and (B) thereafter, by reducing any
fees, commissions, premiums and other amounts required to be paid to the Lender which would
constitute interest for purposes of Section 347 of the Criminal Code (Canada).





          (ii) Notwithstanding clause (c)(i), and after giving effect to all adjustments
contemplated thereby, if the Lender shall have received an amount in excess of the maximum
permitted by the Criminal Code (Canada), then the Borrower, shall be entitled, by notice in
writing to the Lender, to obtain reimbursement from the Lender in an amount equal to the
excess, and pending reimbursement, the amount of the excess shall be deemed to be an amount
payable by the Lender to the Borrower.





 




			
	6	 	Insert for Italian borrower.
	 
	7	 	Insert for Belgian borrower.




3









 











          (iii) Any amount or rate of interest referred to in this Section 2 shall be determined
in accordance with generally accepted actuarial practices and principles as an effective
annual rate of interest over the term of this Promissory Note on the assumption that any
charges, fees or expenses that fall within the meaning of interest (as defined in the
Criminal Code (Canada)) shall be pro-rated over that period of time and, in the event of a
dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the
Authorized Pari Passu Collateral Agent (or following the Discharge of Pari Passu Secured
Obligations, the Revolving Credit Administrative Agent) shall be conclusive for the
purposes of that determination.]8



          3. Payments; Record of Debt. Both principal and interest are payable in the currency in which
Advances are made to Lender in same day funds. The Advances made by Lender to the Borrower
pursuant to the terms hereof, and all payments made on account of principal thereof, shall be
recorded by Lender[, acting for this purpose solely as an agent of the Borrower,]9 in
its books and records, such books and records constituting prima facie evidence of the accuracy of
the information contained therein; provided that the failure of Lender to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder.




          4. Waivers. The Borrower hereby waives presentment, demand, protest and notice of any kind.
No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder
hereof shall operate as a waiver of such rights.




          5. Event of Default. In the event (each, an “Event of Default”) that:




          (a) a Revolving Credit Default shall have occurred and is continuing, and/or




          (b) a Pari Passu Default shall have occurred and is continuing, and/or




          (c) the Borrower shall fail to pay any principal of any Advance or interest thereon pursuant
to this Promissory Note when the same becomes due and payable,



then, and in any such event, the Lender may, by notice to the Borrower, declare the Advances, all
interest thereon and all other amounts payable under this Promissory Note to be forthwith due and
payable, whereupon the Advances, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Borrower; provided that in the case of the occurrence
of (i) a Revolving Credit Default of the type referred to in Section 8.01(g) or (h) of the
Revolving Credit Agreement in effect on the date hereof, or any similar provisions of any other
Revolving Credit Agreement, (ii) a Pari Passu Default of the type referred to in Section 8.01(g) or
(h) of the Term Loan Agreement in effect on the date hereof, or any similar provisions of any other
Pari Passu Loan Document or (iii) an Event of Default under clause (c) above [or in the case that
any financial statements of the Borrower show the book value of the net assets of the Borrower have
fallen to below half of its stated share capital (Stammkapital)]10, the Advances, and
all such interest and all other amounts owing hereunder shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of which are






 




			
	8	 	Insert for Canadian borrower.
	 
	9	 	Insert for U.S. borrower.
	 
	10	 	Insert for German borrower




4









 









hereby expressly waived by the Borrower. [The Borrower represents and warrants that it has
obtained shareholder approval by resolution authorizing the Borrower to permit the Lender to
terminate this Promissory Note and to claim immediate repayment of all sums due hereunder in case
of a change of control as contemplated by the Revolving Credit Agreement and/or the Pari Passu Loan
Documents and that such resolution will be timely filed with the Clerk’s Office of the competent
Commercial Court (article 556 Belgian Companies Code).]11




          6. Governing Law. This Promissory Note shall be governed by, and construed in accordance
with, the laws of [Intercompany Borrower Jurisdiction], without giving effect to principles of
conflict of laws thereof.




          7. Amendments. This Promissory Note cannot be amended without the consent of each of (i) the
parties hereto and (ii) prior to the Discharge of Revolving Credit Secured Obligations, the
Revolving Credit Administrative Agent and (iii) prior to the Discharge of Pari Passu Secured
Obligations, the Authorized Pari Passu Collateral Agent.




          8. Expenses. The Borrower agrees to pay all costs and expenses, including reasonable
attorneys’ fees and legal expenses, incurred by the Lender in endeavoring to collect any amounts
payable hereunder which are not paid when due, whether by acceleration or otherwise.




          9. No Set Off. Unless required by applicable law, and subject to the terms of the
Subordination Agreements, at no time may the Lender appropriate and apply toward the payment of all
or any part of the obligations of the Borrower under this Promissory Note (i) any other
indebtedness due or to become due from the Borrower to the Lender, and (ii) any moneys, credits or
other property belonging to the Borrower, at any time held by or coming into the possession of the
Lender.




          10. Taxes. (a) In the event that a Revolving Credit Default and/or a Pari Passu Default has
occurred and is continuing, any and all payments by the Borrower under this Promissory Note shall
be made free and clear of and without deduction for any and all present or future taxes, levies,
duties, imposts, deductions, charges or withholdings, and all liabilities with respect thereto,
excluding (i) in the case of the Lender taxes measured by its net income and franchise taxes
imposed on it, and similar taxes imposed by the jurisdiction (or any political subdivision thereof)
under the laws of which the Lender is organized, and (ii) in the case of the Lender, except to the
extent arising solely as a result of entering into this Promissory Note, taxes measured by its net
income and franchise taxes imposed on it as a result of a present or former connection between the
Lender and the jurisdiction of the governmental authority imposing such tax or any taxing authority
thereof or therein, other than the entering into of the Promissory Note (all such non-excluded
taxes, levies, duties, imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as “Taxes”). If any Taxes shall be required by law to be withheld or deducted
from or in respect of any sum payable hereunder to the Lender (w) the sum payable shall be
increased as may be necessary so that after making all required deductions or withholdings in
respect of Taxes (including deductions applicable to additional sums payable under this Section 10)
the Lender receives an amount equal to the sum it would have received had no such deductions or
withholdings been made, (x) the Borrower shall make such deductions or withholdings, (y) the
Borrower shall pay the full amount deducted or withheld to the relevant






 




			
	11	 	Insert for Belgian SA/NV or SCA/CVA borrower




5









 









taxing authority or other authority in accordance with applicable law and (z) the Borrower
shall deliver to the Lender evidence of such payment.




          (b) In addition, if a Revolving Credit Default and/or a Pari Passu Default has occurred and is
continuing, the Borrower shall pay any present or future stamp, registration, notarization or
documentary or similar taxes or any other excise or property taxes, charges or similar levies, and
all liabilities with respect thereto, in each case arising from any payment made or credited under
or in connection with this Promissory Note or from the execution, delivery, registration or
enforcement of, or otherwise with respect to, this Promissory Note (collectively, “Other
Taxes”).




          (c) The Borrower shall indemnify the Lender for the full amount of Taxes and Other Taxes
(including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this
Section 10) paid by the Lender and any liability (including for penalties, interest and expenses)
that arises from any payment made or crediting of amounts hereunder or from the execution,
delivery, performance or enforcement of, or otherwise with respect to, this Promissory Note,
whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification
shall be made within 30 days from the date the Lender makes written demand therefor.




          (d) Within 30 days after the date of any payment of Taxes or Other Taxes by the Borrower, the
Borrower shall furnish the Lender, pursuant to the indemnity set forth in clause (c) above , the
original or a certified copy of a receipt evidencing payment thereof or other evidence of payment
thereof reasonably acceptable to Lender.




          (e) The Borrower and the Lender will use reasonable good faith efforts to eliminate or reduce
any Taxes or Other Taxes to which a payment hereunder may be subject and will provide any
certificates or other evidence of an exemption from or reduced rate of Taxes or Other Taxes in this
regard.




          (f) Without prejudice to the survival of any other agreement of the Borrower, the Lender
hereunder, the agreements and obligations of the Borrower contained in this Section 10 shall
survive the payment in full of all other obligations of the Borrower under this Promissory Note.




          (g) If the Lender determines in its sole discretion exercised reasonably that it has received
or has been granted a credit against, or remission for, or a refund or a repayment of any Taxes (i)
as a result of the Borrower’s deduction or withholding and payment to a taxing authority of an
amount pursuant to clause (a) above or (ii) with respect to which the Borrower has paid an amount
to the Lender or any of its transferees or assignees, as the case may be, pursuant to clause (c)
above, then the Lender, as the case may be, shall, within 30 days, pay the Borrower the lesser of
(y) the credit, remission, refund or repayment of Taxes received or granted and (z) the amount paid
by the Borrower pursuant to this Section 10.




          11. Judgment Currency. (a) This is an international loan transaction in which the
specification of [Currency] is of the essence, and [Currency] shall in each instance be the
currency of account and payment in all instances.




          (b) Borrower’s obligations hereunder to make payments in [Currency] shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed






6









 







in or converted into any currency other than [Currency] or in another place, except to the
extent that such tender or recovery results in the effective receipt by the Lender of the full
amount of [Currency] expressed to be payable to the Lender under this Promissory Note.




          (c) If, for the purpose of obtaining or enforcing judgment against Lender in any court or in
any jurisdiction, it becomes necessary to convert into or from any currency other than [Currency]
(such other currency being hereinafter referred to as the “Other Currency”) an amount due
in [Currency], the conversion shall be made at the spot selling rate at which the Authorized Pari
Passu Collateral Agent (or following the Discharge of Pari Passu Secured Obligations, the Revolving
Credit Administrative Agent) (or if the Authorized Pari Passu Collateral Agent (or, following the
Discharge of Pari Passu Secured Obligations, the Revolving Credit Administrative Agent) does not
quote a rate of exchange on such currency, by a known dealer in such currency designated by the
Authorized Pari Passu Collateral Agent (or, following the Discharge of Pari Passu Secured
Obligations, the Revolving Credit Administrative Agent)) offers to sell such Other Currency for
[Currency] in the London foreign exchange market at approximately 11:00 a.m. London time on such
date for delivery two (2) Business Days later (such date of determination of such spot selling
rate, being hereinafter referred to as the “Other Currency Conversion Date”).




          (d) If there is a change in the rate of exchange prevailing between the Other Currency
Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees
to pay, or cause to be paid, as a separate obligation and notwithstanding any such judgment or
judicial award, 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 Other Currency, when converted at the rate of
exchange prevailing on the date of payment, will produce the amount of [Currency] which could have
been purchased with the amount of Other Currency stipulated in the judgment or judicial award at
the rate of exchange prevailing on the Other Currency Conversion Date.




          12. Submission to Jurisdiction; Service of Process. (a) Any legal action or proceeding with
respect to this Promissory Note, and any other Revolving Credit Loan Document or Pari Passu Loan
Document to which the Borrower is a party, may be brought in the courts of the State of New York or
of the United States of America for the Southern District of New York, and, by execution and
delivery of this Promissory Note, the Borrower (in consideration of similar submissions made by the
Lender in the Revolving Credit Loan Documents and the Pari Passu Loan Documents) hereby accepts for
itself and in respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, that any of them
may now or hereafter have to the bringing of any such action or proceeding in such respective
jurisdictions.




          (b) The Borrower hereby irrevocably designates, appoints and empowers CSC Corporation, 1180
Ave of the Americas, Suite 210, New York, New York, 10036 (telephone no: 212-299-5600) (facsimile
no: 212-299-5656) (electronic mail address: mwiener@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 Promissory Note. Such
service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a
copy of such process to the Borrower






7









 







in care of the Process Agent at the Process Agent’s above address, and the Borrower hereby
irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an
alternative method of service, the Borrower irrevocably consents to the service of any and all
process in any such action or proceeding by the mailing (by registered or certified mail, postage
prepaid) of copies of such process to the Process Agent or the Borrower care of the Parent Borrower
at the Parent Borrower’s address specified in Section 11.01 of the Term Loan Agreement or at such
other address as the Parent Borrower may specify pursuant to such Section 11.01. The Borrower
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.




          (c) Nothing contained in this Section 12 shall affect the right of the Lender thereof to serve
process in any other manner permitted by law or commence legal proceedings or otherwise proceed
against the Borrower in any other jurisdiction.




          13. Pledge of Note. Pursuant to the Pari Passu Security Documents, the Lender has pledged and
granted a security interest in all of its rights and remedies under and in respect of this
Promissory Note in favor of the Pari Passu Collateral (for the benefit of the Pari Passu Secured
Parties) and pursuant to the Revolving Credit Security Documents, the Lender has pledged and
granted a security interest in all of its rights and remedies under and in respect of this
Promissory Note in favor of the Revolving Credit Collateral Agent (for the benefit of the Revolving
Credit Claimholders) and pursuant to the Intercreditor Agreement the Authorized Pari Passu
Collateral Agent has agreed to act as sub-agent and as bailee for the Revolving Credit Agents and
the Subordinated Lien Secured Parties, and the Borrower hereby (i) acknowledges and consents to
each such pledge and security interest, (ii) agrees that upon the occurrence and during the
continuance of any Pari Passu Default the Authorized Pari Passu Collateral Agent may exercise any
remedies provided for by the Pari Passu Security Documents in accordance with the terms thereof or
any other remedies provided by applicable law, and upon the occurrence and during the continuance
of any Revolving Credit Default the Revolving Credit Collateral Agent may exercise any remedies
provided for by the Revolving Credit Security Documents in accordance with the terms thereof or any
other remedies provided by applicable law, in each case, in accordance with the terms of the
Intercreditor Agreement, (iii) agrees that this Promissory Note may not be assigned by the Borrower
without the prior written consent of the Authorized Pari Passu Collateral Agent and the Revolving
Credit Collateral Agent (each of which is expressly made a third party beneficiary hereof) and (iv)
agrees and acknowledges that subject to the terms of the Intercreditor Agreement, this Promissory
Note may be assigned or otherwise transferred by the Authorized Pari Passu Collateral Agent in
accordance with the terms of the Pari Passu Security Documents or by the Revolving Credit
Collateral Agent in accordance with the terms of the Revolving Credit Security Documents.




          14. Waiver of Jury Trial. Each of the Borrower and the Lender irrevocably waives trial by
jury in any action or proceeding with respect to this Promissory Note and any other Loan Document.




          15. Notices. Any notice or other communication herein required or permitted shall be given to
the Borrower or the Lender care of the Parent Borrower as set forth in Section 11.01 of the
Revolving Credit Agreement, and to each Pari Passu Representative as set forth on such Pari Passu
Representative’s signature page to the Intercreditor Agreement.







8









 








          16. Severability. Wherever possible, each provision of this Promissory Note shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Promissory Note shall be prohibited by or invalid by any applicable legally binding
requirements of any governmental authority (including, without limitation, any applicable laws,
judgments, orders, decrees, ordinances, rules, regulations, statutes or case law), such provision
shall be ineffective to the extent of such prohibition or invalidity without invalidating (a) the
remainder of such provision or (b) the remaining provisions of this Promissory Note.




          Conflicts. In the event of a direct conflict between the terms and provisions contained in
this Promissory Note and the terms and provisions contained in the Subordination Agreements, it is
the intention of the parties hereto that such terms and provisions in such documents shall be read
together and construed, to the fullest extent possible, to be in concert with each other.
In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms
and provisions of the Subordination Agreements shall control and govern.




[Signature Page Follows]



9









 





	 	 	 	 	 
	 	Borrower:



[Intercompany Borrower]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ACKNOWLEDGED AND AGREED TO

AS OF THIS        DAY OF             , 20      :



[Intercompany Lender]




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 



















 





	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	315 Park Avenue TIPP

CITY, Ohio 45371
	 	No.
	 
	 	 	 	 
	 

	 	Rexam Beverage Can

10444 Waterville

WHITEHOUSE, Ohio 43571
	 	No
	 
	 	 	 	 
	 

	 	Main Steel

3805 B Hendricks Road

YOUNGSTOWN, Ohio 44515
	 	No
	 
	 	 	 	 
	 

	 	Champagne Metals
429 W. 158th Street
GLENPOOL, Oklahoma 74033
	 	No
	 
	 	 	 	 
	 

	 	D&M Warehouse
2700 SW 15th St.
OKLAHOMA CITY, Oklahoma 73179
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co. 2700 SW
15th Street OKLAHOMA
CITY, Oklahoma
	 	No
	 
	 	 	 	 
	 

	 	Ryerson WMMF PA

43 Century Drive

AMBRIDGE, Pennsylvania 15003
	 	No
	 
	 	 	 	 
	 

	 	Alumisource, LLC

1201 Donner Avenue

MONESSEN, PA 15062
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co.
609 Cousar St.
BISHOPVILLE, South Carolina 29010
	 	No
	 
	 	 	 	 
	 

	 	Smelter Service
400 Arrow Mines Road
MT. PLEASANT, Tennessee 38474
	 	No
	 
	 	 	 	 
	 

	 	Tennessee Aluminum Processors, Inc.
7207 Hoover Mason Road
MT. PLEASANT, Tennessee 38474
	 	No
	 
	 	 	 	 
	 

	 	Big G Warehouse

190 Hawkins Drive

SHELBYVILLE, Tennessee 37162
	 	No
	 
	 	 	 	 
	 

	 	Scepter, Inc.
1485 Scepter Lane
WAVERLY, Tennessee 37185
	 	No
	 
	 	 	 	 
	 

	 	Scepter, Inc.
1230 Pottertown Road
MIDWAY, Tennessee 37809
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Stagecoach Cartage & Distribution

7167 Chino Drive

EL PASO, Texas
	 	No
	 
	 	 	 	 
	 

	 	Rexam Beverage Can Co,

1001 Fisher Road

LONGVIEW, Texas
	 	No
	 
	 	 	 	 
	 

	 	Rexam Plant

1220 North 2nd Avenue

KENT, Washington 98032
	 	No
	 
	 	 	 	 
	 

	 	CMI Freight — Trans. Inc.
8462 S. I90th St,
AUBURN, Washington 98001
	 	No
	 
	 	 	 	 
	 

	 	Ryerson VMMF
600 Southwest 10th St.
RENTON, Washington 98057
	 	No
	 
	 	 	 	 
	 

	 	Solatens

3910 N, Flora Road

SPOKANE, Washington 99216
	 	No
	 
	 	 	 	 
	 

	 	Western Intermodal
ABS Warehouse
6012 S. 196th Street
TUKWILA, Washington
	 	No
	 
	 	 	 	 
	 

	 	Aleris Recycling
3816 S. State Rte. 2
FRIENDLY, West Virginia 26146
	 	No
	 
	 	 	 	 
	 

	 	Bellville Rodair International

350 Pendant Drive

MISSISSAUGA, Ontario L5T 2W6

Canada
	 	No
	 
	 	 	 	 
	 

	 	Greenway Industries Corporation

35 Freshway Drive

CONCORD, Ontario L4K 1R9

Canada
	 	No
	 
	 	 	 	 
	 

	 	Ryerson Canada VMMF

161 The West Mall

ETOBICOKE, Ontario

Canada
	 	No
	 
	 	 	 	 
	 

	 	CGI Inc.
3200 Dickson
MONTREAL, Quebec
H1N 2KI
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	CGI Inc.
1 Complexe Desjardins
MONTREAL, Quebec
H5B IC3
	 	No
	 
	 	 	 	 
	 

	 	Ciesa Logistics

Circuito Mexico 240

Parque Indust Tres Nacion

SAN LUIS POTOSI, 78395 Mexico
	 	No
	 
	 	 	 	 
	Novelis UK Ltd.

	 	Alloa Community Enterprises Ltd

Unit 1 Block 1

Ward Street

Alloa

Scotland

FK10 1ET
	 	No
	 
	 	 	 	 
	 

	 	Palm Recycling LTD

Teeside Transfer & Aggregation Centre

Puddlers Road

South Tees Industrial Park

Middlesborough

Cleveland

TS6 6TX
	 	No
	 
	 	 	 	 
	 

	 	Howcan

245 Oldham Road

Manchester

M40 7PT
	 	No
	 
	 	 	 	 
	 

	 	Richard Freeths

Kingshill

Cricklade

Swindon

SN6 6JR
	 	No
	 
	 	 	 	 
	 

	 	Biffa Ltd

Blackburn Road

Houghton Regis

Nr Dunstable

LU5 5BQ
	 	No
	 
	 	 	 	 
	 

	 	Universal Recycling Co

London Wiper Co Ltd T/A

Wharf Road

Kilnhurst

Mexborough

South Yorkshire

S64 5SY
	 	No
	 
	 	 	 	 
	 

	 	Halesowen Metals LTD

Unit 10

Vernon Road Ind Est

Blackheath
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Halesowen

West Midlands

B62 8HH	 	 
	 
	 	 	 	 
	 

	 	Graig Environmental

Recycling Services LTD

Unit 2B

Maritime Workshops

Maritime Industrial Est

Pomtypridd Mid Granorgan

CF37 1NY
	 	No
	 
	 	 	 	 
	 

	 	Avonbank Engineering Services Ltd

Staddle Stones, Blacksmiths Lane

Cropshorne, Pershore,

Worcestershire

WR10 3LX
	 	No
	 
	 	 	 	 
	 

	 	ALERIS RECYCLING LTD.
WAUNARLWYDD WORKS
WAUNARLWYDD
SWANSEA UK
SA5 4YG
	 	No
	 
	 	 	 	 
	 

	 	Befessa Salt Slags Limited

Registered Office

Fenns bank

Whitchurch

Shropshire

SY13 3PA
	 	No
	 
	 	 	 	 
	Novelis do Brasil Ltda.

	 	Crown Colombiana S.A.
Vereda Tibito
Via Autodromo Tocancipa a Zipaquira, Tocancipa
- c/marca
Colombina
	 	No
	 
	 	 	 	 
	 

	 	Rexam do Brasil Ltda.
Distrito Industrial II — Quadra 9 da BR 381 km
875
Extrema, MG
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Recife’s Branch
Rodovia PE 60 s/n — Km 7
Complexo SUAPE
Cabo de Santo Agostinho / Recife
CEP: 54500-000
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Aguas Claras’ Branch
Estrada do Cartorio 2101
94400-000 Aguas Claras
Viamao
Brazil
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Brasilia’s Branch
AE03, Reservada p/ Atividades Industrials, Parte A
Gama — Distrito Federal Brasilia
CEP: 72400-970 Brazil
	 	No
	 
	 	 	 	 
	 

	 	Jacarei’s Branch
Av, Jose Ribeiro de Moreira, 999,
Pedregulho
CEP 12.312-280 — Jacarei — SP
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Rexam Amazonia Ltda.
Av. Cupiuba, n° 1600
Distrito Industrial
69075-060
Manaus- AM
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Cuiaba’s Branch
Rua 0, S/N
Distrito Industrial 78098-410
Cuiaba, MT
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Latapack-Ball Embalagens Ltda,
Via Ipitanga, 486 — Setor Sul CIA
Simoes Filho — BA
CEP: 43700-000
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Aruma Produtora de Embalagens do Sergipe Ltda.
Rodovia BR 101, km 133 — Distrito do Grotao
Estancia — SE
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Tekno S.A. Constrs. Industria e Comercio
Rod, Washington Luiz, Km 181
Guaratingueta — SP
CEP 12500-000
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Elfer Industria Service e Comercio Ltda.
Av. Gastao Vidigal Neto, n° 230
Pindamonhangaba, SP
Brazil
	 	No






 









 






	 	 	 	 	 
	Loan Party	 	Address	 	Subject to Bailee/Landlord Letter
	 

	 	Abreu Beneficiamentos Ltda.
Rodovia dos Metalurgicos, 4.800 — Bairro Casa
das Pedras
Volta Redonda — RJ
CEP 27256-272
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Aleris Reciclagem Ltda.
Av. Julio de Paula Claro, 900
Pindamonhangaba — SP
CEP 12441-400
Brazil
	 	No
	 
	 	 	 	 
	 

	 	Cragea Cia. Reg. De Armaz. Gerais e Entr.
Aduaneiros
Estrada Velha Rio/SP s/n km 103 Eugenio de Melo
Sao Jose dos Campos — SP
CEP 12247-970
Brazil
	 	No
	 
	 	 	 	 
	Novelis 

Deutshland 

GmbH

	 	Schenker Deutschland AG

Logistikzenttum Nord

Nonnendammailee 32-34

D- 13599 Berlin
	 	No
	 
	 	 	 	 
	 

	 	Friedrich Zufall GmbH & Co. KG,
Internationale Spedition,
Am Guterverkehrszentrum ,
D- 37079 Gottingen
	 	No
	 
	 	 	 	 
	 

	 	Erich Schmelz GmbH & Co. KG,
Internationale Spedition,
Miramstrasse 75,
D- 34123 Kassel
	 	No
	 
	 	 	 	 
	 

	 	Goeldner Spedition + Logistik GmbH
Tilsiter Str. 13
41460 Neuss
	 	No
	 
	 	 	 	 
	 

	 	Navis Schiffahrts- und Speditions AG

Postfach 10 48 48

20033 Hamburg
	 	No
	 
	 	 	 	 
	 

	 	Rhenus Midgard AG & Co KG

Postfach 31 04 29

27540 Bremerhaven
	 	No
	 
	 	 	 	 
	 

	 	DHL Freight GmbH

Leimengrube 9

74613 Ohringen
	 	No
	 
	 	 	 	 
	 

	 	UCT Umschlag Container Terminal GmbH,

Sachtlebenstrasse 34,

4 154 1 Dormagen
	 	No