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          (b) The obligations and liabilities of the New Guarantor under Article VII(*Guarantee*) of the Credit Agreement for the obligations under the Credit Documents of anyotherGuarantor which is not a Subsidiary of the New Guarantor, shall be limited at any time to anamountequal to the aggregate of all amounts borrowed under the Credit Agreement by such otherGuarantor asBorrower to the extent directly or indirectly on-lent to the New Guarantor under inter-companyloanagreements and outstanding at the date a payment is to be made by the New Guarantor underArticle VII(*Guarantee*) of the Credit Agreement, it being specified that any payment made by the NewGuarantorunder Article VII (*Guarantee*) of the Credit Agreement in respect of the obligations of suchGuarantor asBorrower shall reduce *pro tanto*the outstanding amount of the inter-company loans due by theNewGuarantor under the inter-company loan arrangements referred to above.          (c) The obligations and liabilities of the New Guarantor under Article VII(*Guarantee*) of the Credit Agreement for the obligations under the Credit Documents of anyGuarantorwhich is its Subsidiary shall not be limited and shall therefore cover all amounts due by suchGuarantoras Borrower and/or as Guarantor, as applicable. However, where such Subsidiary is notincorporated inFrance, the amounts payable by the New Guarantor under this paragraph (c) in respect ofobligations ofthis 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 tothelimitations 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 Joinder Agreement.     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 TO
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CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION.     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 set forthon such Exhibit.[*Signature Pages 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 12th, 2008     In two (2) original copies      NOVELIS PAE S.A.S.