ARTICLE IIAGREEMENT TO BE BOUND; GUARANTEE     SECTION 2.1 Agreement to be Bound. The Subsidiary Guarantor hereby becomes a party to thisIndenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to allof the obligations and agreements of a Guarantor under this Indenture. The Subsidiary Guarantoragrees to be bound by all of the provisions of this Indenture applicable to a Subsidiary Guarantorand to perform all of the obligations and agreements of a Subsidiary Guarantor under thisIndenture.     SECTION 2.2 Guarantee. The Subsidiary Guarantor agrees, on a joint and several basis with allthe existing Subsidiary Guarantors, to fully, unconditionally and irrevocably Guarantee to eachHolder and the Trustee the Obligations on a senior basis as provided in Article Ten of thisIndenture, (a) the due and punctual payment of the principal of, premium, if any, and interest andSpecial Interest, if any, on the Notes, whether at maturity, by acceleration, redemption orotherwise, the due and punctual payment of interest on overdue principal and premium, if any, and,to the extent permitted by law, interest and Special Interest, if any, and the due and punctualperformance of all other obligations of the Company to the Holders or the Trustee all in accordancewith the terms of the Indenture and (b) in case of any extension of time of payment or renewal ofany Notes or any of such other obligations, that the same will be promptly paid in full when due orperformed in accordance with the terms of the extension or renewal, whether at stated maturity, byacceleration or otherwise. The obligations of the New Subsidiary Guarantors to the Holders, intheir capacities as such, of Notes and to the Trustee pursuant to the Guarantee and the Indentureare expressly set forth in the Indenture, including Article 10 and Schedule A thereto, andreference is hereby made to the Indenture for the precise terms and any limitations of theGuarantee. This Guarantee is subject to release as and to the extent set forth in Sections 8.02,8.03 and 10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shallbe bound by such provisions. Capitalized terms used herein and not defined are used herein as sodefined in the Indenture.ARTICLE IIIMISCELLANEOUS     SECTION 3.1 Notices. All notices and other communications to the Subsidiary Guarantor shall begiven as provided in this Indenture to the Subsidiary Guarantor, at its address set forth below,with a copy to the Issuer as provided in this Indenture for notices to the Issuer.     SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construedto give any Person, firm or corporation, other than the Holders and the Trustee, any legal orequitable right, remedy or claim under or in respect of this Supplemental Indenture or thisIndenture or any provision herein or therein contained.
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     SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.     SECTION 3.4 Severability Clause. In case any provision in this Supplemental Indenture shall beinvalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction be ineffectiveto the extent of such invalidity, illegality or unenforceability without affecting the validity,legality and enforceability of the remaining provisions; and the invalidity of a particularprovision in a particular jurisdictions shall not invalidate such provision in any otherjurisdiction.     SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except asexpressly amended hereby, this Indenture is in all respects ratified and confirmed and all theterms, conditions and provisions thereof shall remain in full force and effect. This SupplementalIndenture shall form a part of this Indenture for all purposes, and every Holder heretofore orhereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation orwarranty as to the validity or sufficiency of this Supplemental Indenture.     SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this SupplementalIndenture in counterparts, each of which shall constitute an original, but all of which when takentogether shall constitute one and the same agreement.     SECTION 3.7 Headings. The headings of the Articles and the sections in this SupplementalIndenture are for convenience of reference only, are not part of this Supplemental Indenture andshall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be dulyexecuted as of the date first above written.[Signature page follows]
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      NOVELIS INC.