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Borrower shall reduce *pro tanto*the outstanding amount of the inter-company loans due by the NewGuarantor under the inter-company loan arrangements referred to above.          (c) The obligations and liabilities of the New Guarantor under Article VII *(Guarantee)*of theCredit Agreement for the obligations under the Credit Documents of any Guarantor which is itsSubsidiary shall not be limited and shall therefore cover all amounts due by such Guarantor asBorrower and/or as Guarantor, as applicable. However, where such Subsidiary is not incorporated inFrance, the amounts payable by the New Guarantor under this paragraph (c) in respect of obligationsof this Subsidiary as Guarantor, shall be limited as set out in paragraph (b) above.     3. **Representations and Warranties.**The New Guarantor hereby (a) agrees to all the termsand provisions of the Credit Agreement applicable to it as a Guarantor thereunder (subject tothe limitations set forth in Clause 2 herein) and (b) represents and warrants that therepresentations andwarranties made by it as a Guarantor thereunder are true and correct in all material respects(except thatany representation and warranty that is qualified as to “materiality” or “Material AdverseEffect” shall betrue and correct in all respects) on and as of the date hereof, except to the extent suchrepresentations andwarranties expressly relate to an earlier date, in which case such representation and warrantyshall havebeen true and correct in all material respects (or, in the case of any representation andwarranty that isqualified as to “materiality” or “Material Adverse Effect”, true and correct in all respects)as of suchearlier date. Each reference to a Guarantor in the Credit Agreement shall be deemed to includethe NewGuarantor. The New Guarantor hereby agrees to supplement each of the schedules to theCreditAgreement and the Perfection Certificates applicable to it in accordance with Section 9hereof.     4. **Severability.**Any provision of this Joinder Agreement which is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extentof suchprohibition or unenforceability without invalidating the remaining provisions hereof, and anysuchprohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable suchprovision in any other jurisdiction.     5. **Counterparts.**This Joinder Agreement may be executed in counterparts, each of whichshall constitute an original. Delivery of an executed signature page to this JoinderAgreement byfacsimile transmission shall be as effective as delivery of a manually executed counterpart ofthis JoinderAgreement.     6. **No Waiver.**Except as expressly supplemented hereby, the Credit Agreement shallremain in full force and effect.     7. **Notices.**All notices, requests and demands to or upon the New Guarantor, any Agent orany Lender shall be governed by the terms of Section 11.01 of the Credit Agreement.     8. **Governing Law.**THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OFTHE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH ANDGOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TOCONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THELAWS OF ANOTHER JURISDICTION.     9. **Certain Agreements.**The New Guarantor hereby agrees that it shall take each actionand deliver each of the documents set forth on Exhibit I, each within the number of days setforth on suchExhibit.[*SignaturePages Follow*]
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     IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed anddelivered by their duly authorized officers as of the day and year first above written.     Signed on September 12, 2008     In two (2) original copies      NOVELIS PAE S.A.S.