Exhibit 10.2
 EXECUTION VERSION
 [Published CUSIP Number 67001BAK9]
 $1,500,000,000
 CREDIT AGREEMENT
 dated as of December 17, 2010,
 among
 NOVELIS INC.,
as Borrower,
 AV METALS INC.,
as Holdings,
 and
 THE OTHER GUARANTORS PARTY HERETO,
 THE LENDERS PARTY HERETO,
 BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent,
 JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
 CITIBANK, N.A.,
THE ROYAL BANK OF SCOTLAND PLC
 and
 UBS SECURITIES LLC,
as Co-Documentation Agents,
 and
 MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED
 and
 J.P. MORGAN SECURITIES LLC,
as Joint Lead Arrangers
 and
 MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED,
J.P. MORGAN SECURITIES LLC,
CITIGROUP GLOBAL MARKETS INC.,
RBS SECURITIES INC.
 and
 UBS SECURITIES LLC,
as Joint Bookrunners




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.01 Defined Terms
    
    
    1Section 1.02 Classification of Loans and Borrowings
    
    
    77Section 1.03 Terms Generally; Currency Translation
    
    
    78Section 1.04 Accounting Terms; GAAP
    
    
    78Section 1.05 Resolution of Drafting Ambiguities
    
    
    79Section 1.06 Pro Forma Calculations
    
    
    80ARTICLE II THE CREDITS
    
    
    80Section 2.01 Commitments
    
    
    80Section 2.02 Loans
    
    
    80Section 2.03 Borrowing Procedure
    
    
    81Section 2.04 Repayment of Loans; Evidence of Debt
    
    
    82Section 2.05 Fees
    
    
    83Section 2.06 Interest on Loans
    
    
    83Section 2.07 Termination of Commitments
    
    
    85Section 2.08 Interest Elections
    
    
    85Section 2.09 Amortization of Term Loan Borrowings
    
    
    86Section 2.10 Optional and Mandatory Prepayments of Loans
    
    
    86Section 2.11 Alternate Rate of Interest
    
    
    92Section 2.12 Yield Protection; Change in Law Generally
    
    
    92Section 2.13 Breakage Payments
    
    
    94Section 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs
    
    
    95Section 2.15 Taxes
    
    
    98Section 2.16 Mitigation Obligations; Replacement of Lenders
    
    
    101Section 2.17 [INTENTIONALLY OMITTED]
    
    
    102Section 2.18 [INTENTIONALLY OMITTED]
    
    
    102Section 2.19 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of
Interest
    
    
    103Section 2.20 [INTENTIONALLY OMITTED]
    
    
    104Section 2.21 [INTENTIONALLY OMITTED]
    
    
    104Section 2.22 [INTENTIONALLY OMITTED]
    
    
    104Section 2.23 Incremental Term Loan Commitments
    
    
    104Section 2.24 Refinancing Amendments
    
    
    107ARTICLE III REPRESENTATIONS AND WARRANTIES
    
    
    108Section 3.01 Organization; Powers
    
    
    108Section 3.02 Authorization; Enforceability
    
    
    108
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PageSection 3.03 No Conflicts
    
    
    109Section 3.04 Financial Statements; Projections
    
    
    109Section 3.05 Properties
    
    
    110Section 3.06 Intellectual Property
    
    
    111Section 3.07 Equity Interests and Subsidiaries
    
    
    111Section 3.08 Litigation; Compliance with Laws
    
    
    112Section 3.09 Agreements
    
    
    113Section 3.10 Federal Reserve Regulations
    
    
    113Section 3.11 Investment Company Act
    
    
    113Section 3.12 Use of Proceeds
    
    
    113Section 3.13 Taxes
    
    
    113Section 3.14 No Material Misstatements
    
    
    114Section 3.15 Labor Matters
    
    
    114Section 3.16 Solvency
    
    
    114Section 3.17 Employee Benefit Plans
    
    
    115Section 3.18 Environmental Matters
    
    
    116Section 3.19 Insurance
    
    
    117Section 3.20 Security Documents
    
    
    117Section 3.21 Material Indebtedness Documents
    
    
    121Section 3.22 Anti-Terrorism Law
    
    
    121Section 3.23 Location of Material Inventory and Equipment
    
    
    122Section 3.24 Senior Notes; Material Indebtedness
    
    
    123Section 3.25 Centre of Main Interests and Establishments
    
    
    123Section 3.26 Holding and Dormant Companies
    
    
    123Section 3.27 Excluded Collateral Subsidiaries
    
    
    123ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS
    
    
    124Section 4.01 Conditions to Initial Credit Extension
    
    
    124Section 4.02 Conditions to Credit Extensions
    
    
    133ARTICLE V AFFIRMATIVE COVENANTS
    
    
    134Section 5.01 Financial Statements, Reports, etc.
    
    
    134Section 5.02 Litigation and Other Notices
    
    
    138Section 5.03 Existence; Businesses and Properties
    
    
    138Section 5.04 Insurance
    
    
    139Section 5.05 Taxes
    
    
    140Section 5.06 Employee Benefits
    
    
    141Section 5.07 Maintaining Records; Access to Properties and Inspections; Annual
Meetings
    
    
    142Section 5.08 Use of Proceeds
    
    
    142Section 5.09 Compliance with Environmental Laws; Environmental Reports
    
    
    142Section 5.10 [INTENTIONALLY OMITTED]
    
    
    143Section 5.11 Additional Collateral; Additional Guarantors
    
    
    143Section 5.12 Security Interests; Further Assurances
    
    
    146Section 5.13 Information Regarding Collateral
    
    
    146
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PageSection 5.14 Affirmative Covenants with Respect to Leases
    
    
    147Section 5.15 Post-Closing Covenants
    
    
    147Section 5.16 Designation of Subsidiaries
    
    
    147ARTICLE VI NEGATIVE COVENANTS
    
    
    148Section 6.01 Indebtedness
    
    
    148Section 6.02 Liens
    
    
    154Section 6.03 Sale and Leaseback Transactions
    
    
    158Section 6.04 Investments, Loan and Advances
    
    
    158Section 6.05 Mergers, Amalgamations and Consolidations
    
    
    162Section 6.06 Asset Sales
    
    
    163Section 6.07 Cash Pooling Arrangements
    
    
    166Section 6.08 Dividends
    
    
    166Section 6.09 Transactions with Affiliates
    
    
    168Section 6.10 Total Net Leverage Ratio
    
    
    170Section 6.11 Prepayments of Other Indebtedness; Modifications of Organizational
Documents and Other Documents, etc.
    
    
    170Section 6.12 Limitation on Certain Restrictions on Restricted Subsidiaries
    
    
    172Section 6.13 Issuance of Disqualified Capital Stock
    
    
    173Section 6.14 Forward Share Sale Agreement and Support Agreement
    
    
    173Section 6.15 Business
    
    
    174Section 6.16 Limitation on Accounting Changes
    
    
    174Section 6.17 Fiscal Year
    
    
    174Section 6.18 Margin Rules
    
    
    174Section 6.19 No Further Negative Pledge
    
    
    174Section 6.20 Anti-Terrorism Law; Anti-Money Laundering
    
    
    175Section 6.21 Embargoed Persons
    
    
    175ARTICLE VII GUARANTEE
    
    
    176Section 7.01 The Guarantee
    
    
    176Section 7.02 Obligations Unconditional
    
    
    177Section 7.03 Reinstatement
    
    
    178Section 7.04 Subrogation; Subordination
    
    
    178Section 7.05 Remedies
    
    
    179Section 7.06 Instrument for the Payment of Money
    
    
    179Section 7.07 Continuing Guarantee
    
    
    179Section 7.08 General Limitation on Guarantee Obligations
    
    
    179Section 7.09 Release of Guarantors
    
    
    179Section 7.10 Certain Tax Matters
    
    
    180Section 7.11 German Guarantor
    
    
    180Section 7.12 Swiss Guarantors
    
    
    183Section 7.13 Irish Guarantor
    
    
    184Section 7.14 Brazilian Guarantor
    
    
    184Section 7.15 French Guarantor
    
    
    184Section 7.16 Luxembourg Guarantor
    
    
    185
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PageARTICLE VIII EVENTS OF DEFAULT
    
    
    186Section 8.01 Events of Default
    
    
    186Section 8.02 Rescission
    
    
    189Section 8.03 Application of Proceeds
    
    
    189Section 8.04 Borrowers Right to Cure
    
    
    191ARTICLE IX [INTENTIONALLY OMITTED]
    
    
    192ARTICLE X THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
    
    
    192Section 10.01 Appointment and Authority
    
    
    192Section 10.02 Rights as a Lender
    
    
    192Section 10.03 Exculpatory Provisions
    
    
    192Section 10.04 Reliance by the Administrative Agent
    
    
    193Section 10.05 Delegation of Duties
    
    
    194Section 10.06 Resignation of Agent
    
    
    194Section 10.07 Non-Reliance on Agent and Other Lenders
    
    
    195Section 10.08 No Other Duties, etc
    
    
    195Section 10.09 Administrative Agent May File Proofs of Claim
    
    
    195Section 10.10 Concerning the Collateral and the Related Loan Documents
    
    
    196Section 10.11 Release
    
    
    196Section 10.12 Acknowledgment of Security Trust Deed
    
    
    196Section 10.13 Secured Hedging Agreements
    
    
    196ARTICLE XI MISCELLANEOUS
    
    
    196Section 11.01 Notices
    
    
    196Section 11.02 Waivers; Cumulative Remedies; Amendment
    
    
    201Section 11.03 Expenses; Indemnity; Damage Waiver
    
    
    207Section 11.04 Successors and Assigns
    
    
    210Section 11.05 Survival of Agreement
    
    
    214Section 11.06 Counterparts; Integration; Effectiveness
    
    
    214Section 11.07 Severability
    
    
    215Section 11.08 Right of Setoff
    
    
    215SECTION 11.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
    
    
    215SECTION 11.10 WAIVER OF JURY TRIAL
    
    
    217Section 11.11 Headings
    
    
    217Section 11.12 Treatment of Certain Information; Confidentiality
    
    
    217Section 11.13 USA PATRIOT Act Notice
    
    
    218Section 11.14 Interest Rate Limitation
    
    
    218Section 11.15 Lender Addendum
    
    
    218Section 11.16 Obligations Absolute
    
    
    218Section 11.17 Intercreditor Agreement
    
    
    219Section 11.18 Judgment Currency
    
    
    219
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PageSection 11.19 Enforcement
    
    
    220Section 11.20 No Advisory or Fiduciary Responsibility
    
    
    220Section 11.21 Abstract Acknowledgment of Indebtedness and Joint Creditorship
    
    
    221Section 11.22 Special Appointment of Collateral Agent for German Security
    
    
    222Section 11.23 Special Appointment of Collateral Agent in Relation to South Korea
    
    
    223Section 11.24 Special Appointment of Collateral Agent in Relation to France
    
    
    224Section 11.25 Swiss Tax Ruling
    
    
    225Section 11.26 Designation of Collateral Agent under Civil Code of Quebec
    
    
    225Section 11.27 Maximum Liability
    
    
    225Section 11.28 NO ORAL AGREEMENT
    
    
    226Section 11.29 Collateral Matters
    
    
    226Section 11.30 Electronic Execution of Assignments and Certain other Documents
    
    
    226Section 11.31 Payments Set Aside
    
    
    227
 v




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ANNEXESAnnex I
    
    Amortization TableSCHEDULESSchedule 1.01(a)
    
    Refinancing Indebtedness to Be RepaidSchedule 1.01(b)
    
    Subsidiary GuarantorsSchedule 1.01(c)
    
    Excluded Collateral SubsidiariesSchedule 1.01(d)
    
    Existing Secured Hedge ProvidersSchedule 1.01(e)
    
    Administrative Agents OfficeSchedule 1.01(f)
    
    Closing Date Unrestricted SubsidiariesSchedule 3.06(c)
    
    Violations or ProceedingsSchedule 3.17
    
    Pension MattersSchedule 3.19
    
    InsuranceSchedule 3.21
    
    Material DocumentsSchedule 3.24
    
    Location of Material InventorySchedule 4.01(g)
    
    Local and Foreign CounselSchedule 4.01(o)(iii)
    
    Title Insurance AmountsSchedule 5.11(b)
    
    Certain SubsidiariesSchedule 5.15
    
    Post-Closing CovenantsSchedule 6.01(b)
    
    Existing IndebtednessSchedule 6.02(c)
    
    Existing LiensSchedule 6.04(b)
    
    Existing InvestmentsEXHIBITSExhibit A
    
    Form of Administrative QuestionnaireExhibit B
    
    Form of Assignment and AssumptionExhibit C
    
    Form of Borrowing RequestExhibit D
    
    Form of Compliance CertificateExhibit E
    
    Form of Interest Election RequestExhibit F
    
    Form of Joinder AgreementExhibit G
    
    Form of Landlord Access AgreementExhibit H
    
    [INTENTIONALLY OMITTED]Exhibit I
    
    Form of Lender AddendumExhibit J
    
    Form of MortgageExhibit K
    
    Form of Term Loan NoteExhibit L-1
    
    Form of Perfection CertificateExhibit L-2
    
    Form of Perfection Certificate SupplementExhibit M-1
    
    Form of U.S. Security AgreementExhibit M-2
    
    Form of Canadian Security AgreementExhibit M-3
    
    Form of U.K. Security AgreementExhibit M-4
    
    Form of Swiss Security AgreementExhibit M-5
    
    Form of German Security AgreementExhibit M-6
    
    Form of Irish Security AgreementExhibit M-7
    
    Form of Brazilian Security Agreement
 vi




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Exhibit M-8
    
    Form of Luxembourg Security AgreementExhibit M-9
    
    Form of Madeira Security AgreementExhibit M-10
    
    Form of French Security AgreementExhibit N
    
    Form of Opinion of Company CounselExhibit O
    
    Form of Solvency CertificateExhibit P
    
    Form of Intercompany NoteExhibit Q
    
    Form of Secured Hedge Provider Joinder
 vii




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CREDIT AGREEMENT
 Agreement Borrower Article I Administrative Agent Collateral Agent
 WITNESSETH:
  Section 3.12
   ARTICLE I
 DEFINITIONS
 Section
1.01 Defined Terms
 Acceptable Price




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Accounts
 Acquisition
 Acquisition Consideration provided
 Additional Accrued Interest
 Additional Lender Section 2.23 Section 2.24 provided Section 11.04(b)
 Additional Senior Secured Indebtedness Section 6.01(u)
 2




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Additional Senior Secured Indebtedness Documents
 Administrative Agent ARTICLE X
 Administrative Agents Office Schedule 1.01(e)
 Administrative Questionnaire Exhibit A
 Affiliate provided however Section 6.09
 Agents Agent
 Agreement
 Alternative Currency
 Annual Credit minus Section
6.04(r)(iii) Section
6.08(d)(ii) Section 6.11(a)(i)(y)(2)
 3




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Anti-Terrorism Laws Section 3.22
 Applicable Discount
 Applicable Margin
 Pricing Level
    
    Total Net Leverage Ratio
    
    
    Eurodollar Rate
    
    
    Base Rate1
    
    Greater than 3.5 to 1.00
    
    
    3.75
    %
    
    
    2.75
    %2
    
    Equal to or less than
    
    
    3.50
    %
    
    
    2.50
    %3.5 to 1.00
 Section 5.01(d) provided Section
5.01(d) Section 8.01(a) (b) Section 8.01(g) (h) (a) (b) (d) Section 5.01 Applicable Calculation Period
 4




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Additional Accrued Interest
 Approved Fund
 Approved Member State
 Arrangers
 Asset Sale
 Asset Swap provided Section 2.10(c)
 Assignee Group
 Assignment and Assumption Section
11.04(b) Exhibit
B
 Attributable Indebtedness
 5




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Auction Purchase Section 11.04(b)(iv)
 Auditors Determination Section
7.11(b)
 AV Metals
 Available Amount Section 7.12(a)
 Bank of America
 Base Rate plus
 Base Rate Borrowing
 Base Rate Loan
 Beneficially Own, Beneficial Owner Beneficial Ownership
 Board
 Board of Directors
 6




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Bookrunners
 Borrower
 Borrowing
 Borrowing Request Section 2.03 Exhibit C
 Brazilian Guarantor
 Brazilian Security Agreements Exhibit M-7
 Business Day
 Calculation Date
 Canadian Guarantor
 Canadian Loan Parties
 7




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Canadian Security Agreement Exhibit M-2
 Cancellation Section 11.04(b)(iv)(D)
 Capital Assets
 Capital Expenditures
 Capital Lease Obligations
 Cash Equivalents
 8




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provided however provided further
 Cash Interest Expense
 Cash Pooling Arrangements provided Section 6.07
 Casualty Event
 CERCLA et seq.
 Change in Control
  9




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provided
     10




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##### 



Change in Law provided, however
 Chattel Paper
 Chief Executive Office
 Class
 Closing Date
 Closing Date Distribution
 Code
 11




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Co-Documentation Agents
 Collateral
 Collateral Agent Article X
 Commerzbank Cash Pooling Agreement
 Commitment
 Companies Section 7.09(d) Company
 Compensation Plan
 Compliance Certificate Exhibit D
 Confidential Information Memorandum
 Consolidated Amortization Expense
 12




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Consolidated Current Assets
 Consolidated Current Liabilities
 Consolidated Depreciation Expense
 Consolidated EBITDA
 adding thereto
      13




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##### 



provided provided
 Section 6.10 Section 8.04
   Section 6.08(c)
 subtracting therefrom
 excluding therefrom
    14




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Consolidated Interest Expense plus
      Consolidated Net Income provided however
  15




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provided
  16




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Consolidated Net Tangible Assets
       17




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##### 



Consolidated Tax Expense
 Consolidated Total Assets
 Consolidated Total Net Debt minus
 Contingent Obligation primary obligations primary obligor provided however
 18




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Contribution, Intercompany, Contracting and Offset Agreement
 Contribution Notice
 Control Controlling Controlled
 Control Agreement
 Credit Agreement Refinancing Indebtedness Refinanced Debt provided
 19




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Credit Extension
 Cumulative Credit
 Section 5.01(a) Section 5.01(b) plus
 provided plus
   plus
 Section 6.04(r)(ii) provided Section 6.04(r)(ii) plus
 Section 5.16 Section 6.04(r)(ii) minus
 20




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##### 



Section 6.04(r)(ii) Section 6.08(c) Section 6.08(d)(i) Section 6.08(i) Section 6.08(j) Section 6.11(a)(i)(y)(1) minus
 Section 5.01(a) Section 5.01(b)
 provided Section 8.04
 DB Cash Pooling Arrangements
 Debt Issuance Section
6.01
 Debt Service
 Debt Tender Offer
 Debtor Relief Laws
 Default
 Default Rate Section 2.06(c)
 21




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Defaulting Lender Section 2.18(b)
 Delegate
 Disqualified Capital Stock provided , however
 Distribution
 22




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Dividend
 Dividend Recapture Amount Section
6.08(d)(iii)
 Dollar Equivalent
 Dollars dollars $
 Dutch Auction Purchase provided
 Purchase Notice Term Loan Purchase Amount Offer
Price
 23




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##### 



provided
 Return Bid Acceptable Price Reply Amount
 Applicable Discount provided
 Qualifying Bids Qualifying Loans Qualifying Lenders
 provided
 24




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##### 



Section
11.04
 Section 11.04
  Eligible Assignee Sections 8.01(a) (b) (f) (g)
 Embargoed Person Section 6.21
 Environment
 Environmental Claim
 25




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##### 



Environmental Law
 Environmental Permit
 Equipment
 Equity Interest
 Equity Issuance
 ERISA
 26




---



##### 



ERISA Affiliate
 ERISA Event
 Eurodollar Base Rate BBA LIBOR
 27




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##### 



Eurodollar Rate
 Eurodollar Rate
    
    =
    
    Eurodollar Base Rate1.00  Eurodollar Reserve Percentage
 Eurodollar Rate Borrowing
 Eurodollar Rate Loan
 Eurodollar Reserve Percentage
 Eurofoil
 Event of Default Section 8.01
 Excess Amount Section 2.10
 Excess Cash Flow minus
  28




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##### 



provided
 Sections 6.04(e) (h) (l) (m) (r)( ) (iii) (iv) (v)
 provided
  29




---



##### 



Section 6.08(c)
  provided plus
   30




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##### 



Sections 6.04(e) (h) (l) (m) (r)( ) (iii) (iv) (v)
    Excess Cash Flow Percentage Section
2.10(f)
 Excess Cash Flow Period
 Exchange Act
 Excluded Collateral Subsidiary
 31




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Section 5.01(a) 5.01(b) Section 5.01(a) 5.01(b)
 Section 5.01(a) 5.01(b) Section 5.01(a) 5.01(b)
 provided
 Schedule
1.01(c)
 Excluded Contract
 Excluded Equity Interests Section 6.19
 Excluded Property Excluded Contract
 32




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Section 6.19 Section 6.19
 Excluded Subsidiaries
 Excluded Taxes Income Tax Act
 Executive Order Section 3.22
 Existing Lien Section 6.02(c)
 Existing Senior Note Agreements
 Existing Senior Note Documents
 33




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Existing Senior Note Guarantees
 Existing Senior Notes .
 Existing 2005 Senior Notes
 Existing 2009 Senior Notes
 FASB ASC
 Federal Funds Effective Rate provided
 Fee Letter
 Fees
 Financial Officer
 34




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Financial Performance Covenant Section
6.10
 Financial Support Direction
 FIRREA
 First Priority Section 6.02(a) (b) (c) (d) (f) (g) (h) (i) (j) (k) (n) (o) (q) (r) (s) (t) (y) Section 6.02
 Foreign Asset Sale Section 2.10(i)
 Foreign Guarantee Section 7.01
 Foreign Plan
 Foreign Subsidiary
 Forward Share Sale Agreement
 French Collateral Agent agent des sûretés agent des sûretés
 35




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##### 



code civil
 French Guarantor
 French Security Agreement
 Fund
 Funded Debt
 GAAP GAAP
 German Guarantor
 German Receivables Purchase Agreement
 German Security Agreement Exhibit M-5
 36




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German Seller
 Governmental Authority
 Governmental Real Property Disclosure Requirements
 Guarantee Payment Section 7.12(b)
 Guaranteed Obligations Section 7.01
 Guarantees ARTICLE VII
 Guarantors
 Hazardous Materials PCBs
 37




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Hedging Agreement
 Hedging Obligations
 Hindalco
 Holdings
 IFRS
 Immaterial Subsidiary Section
5.01(a) 5.01(b) Section 5.01(a) 5.01(b)
 Increase Effective Date Section
2.23(a)
 Increase Joinder Section 2.23(c)
 38




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Incremental OID Section 2.23(c)
 Incremental Net Yield Section
2.23(c)
 Incremental Term Loan Section
2.23(c)
 Incremental Term Loan Commitment Section
2.23(a)
 Incremental Term Loan Maturity Date Section 2.23(c)
 Indebtedness
 Indemnified Taxes
 39




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##### 



Indemnitee Section 11.03(b)
 Information Section 11.12
 Initial Term Loans Section
2.01(a)
 Instruments
 Insurance Policies Section 5.04
 Insurance Requirements
 Intellectual Property Section
3.06(a)
 Interbank Rate
 Intercompany Note Exhibit
P
 Intercreditor Agreement
 Interest Election Request Section 2.08(b) Exhibit
E
 40




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##### 



Interest Payment Date
 Internally Generated Cash Flow Section 6.06(b) (e) (i) (k) (l) (q)
 Interest Period provided .
 Inventory
 Investment Recapture Amount Section
6.04(r)(iv)
 41




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Investments Section 6.04
 Irish Guarantor
 Irish Security Agreement Exhibit M-6
 Joinder Agreement Exhibit
F
 Joint Venture
 Joint Venture Subsidiary
 Judgment Currency Section 11.18(a)
 Judgment Currency Conversion Date Section 11.18(a)
 Junior Lien
 Junior Secured Indebtedness
 42




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##### 



Land Registry
 Landlord Access Agreement Exhibit G
 Latest Maturity Date
 Leases
 Lender Addendum Exhibit I Section 11.15
 Lenders
 Lien
 43




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##### 



Liquidity plus
 Loan Documents provided Sections 1.03 1.04 Articles II VI VIII XI
 Loan Modification Agreement
 Loan Modification Offer Section
11.02(f)
 Loan Parties Section 7.09(d)
 Loans
 Logan
 Logan Location
 London Banking Day
 Luxembourg Guarantor
 44




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##### 



Luxembourg Security Agreements
 Madeira Guarantor
 Madeira Security Agreements
 Management Fees Section 6.08(c)(C)
 Margin Stock
 Material Adverse Effect
 Material Indebtedness
 Material Subsidiary
 45




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##### 



Maturity Date , provided
 Maximum Rate Section 11.14
 Maximum Revolving Credit Facility Amount
 Minimum Amount
 Moodys
 Mortgage Exhibit J
 Mortgaged Property Schedule 8(a) Section 5.11(c)
 Multiemployer Plan
 Net Cash Proceeds
 46




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##### 



provided provided
    47




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##### 



provided however
 Net Cash Proceeds Account
 Net Working Capital
 New Senior Note Agreements
 New Senior Note Documents
 New Senior Note Guarantees
 New Senior Notes
 NKL
 48




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##### 



Non-consolidated Affiliate
 Non-consolidated Affiliate Debt
 Non-consolidated Affiliate EBITDA
 Non-Guarantor Subsidiary
 Norf GmbH
 Notes Exhibit K
 Notice of Intent to Cure Section
5.01(d)
 Novelis AG
 Novelis AG Cash Pooling Agreement
 Novelis Inc.
 49




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##### 



Obligation Currency Section
11.18(a)
 Obligations
 OFAC Section 3.22
 Offer Price
 Officers Certificate
 Organizational Documents
 Original Maturity Date
 Other Taxes
 50




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Other Term Loan Commitments
 Other Term Loans
 Pari Passu Priority Collateral
 Participant Section 11.04(d)
 Participating Member States
 PBGC
 Pensions Regulator
 Perfection Certificate Exhibit L-1
 Perfection Certificate Supplement Exhibit L-2
 Permitted Acquisition
  Section 6.01
 51




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##### 



Section 6.15
    Section
5.11
  Section 5.01(a) b Section 6.10
 Section 5.11
 52




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##### 



Section 5.01(a) b Section 6.04(r)
 , Section 5.01(a) b
 clause (i) Section 5.11
 Permitted Factoring Facility
 Permitted First Priority Refinancing Debt provided
 53




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##### 



provided Section 6.10
 Permitted Holdings Amalgamation provided Successor Borrower Successor Holdings
 54




---



##### 



provided further Section
11.02
 Permitted Holdings Indebtedness th th
 55




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##### 



provided
 Permitted Liens Section 6.02
 Permitted Prepayments Section 6.11
 Permitted Refinancing provided plus provided
 Permitted Revolving Credit Facility Refinancing provided plus
 56




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##### 



plus provided
 Permitted Second Priority Refinancing Debt provided
 57




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##### 



Section
6.10
 Permitted Unsecured Refinancing Debt provided provided provided
 person Person
 Plan
 58




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##### 



Platform Section 11.01(d)
 Pledged Intercompany Notes Schedule 11
 Pledged Securities Schedule 10
 PPSA
 Preferred Stock
 59




---



##### 



Prepayments Recapture Amount Section
6.11(a)(i)(C)
 Principal Jurisdiction
 Pro Forma Basis
 Pro Rata Percentage
 Process Agent Section 11.09(d)
 property
 Property Material Adverse Effect
 60




---



##### 



Public Lender Section 11.01(d)
 Purchase
 Purchase Money Obligation provided , however
 Purchase Notice
 Qualified Borrower IPO
 Qualified Capital Stock
 Qualified IPO
 Qualified Securitization Transaction
 61




---



##### 



Qualifying Bids
 Qualifying Lenders
 Qualifying Loans
 Real Property
 Recapture Amounts
 Receivable
 Receivables Purchase Agreement German Receivables Purchase Agreement inter alia
 62




---



##### 



Receiver
 Refinancing Schedule 1.01(a)
 Refinancing Amendment Section 2.24
 Refinanced Debt
 Register Section 11.04(c)
 Registered Equivalent Notes
 Regulation Section 3.25
 Regulation D
 Regulation S-X
 63




---



##### 



Regulation T
 Regulation U
 Regulation X
 Related Business Assets provided
 Related Parties
 Related Security
 Release
 Repatriation Limitation Section
2.10(i)
 64




---



##### 



Reply Amount
 Required Lenders provided
 Requirements of Law
 Response
 Responsible Officer
 Restricted Grantor
 Restricted Subsidiary
 65




---



##### 



Return Bid
 Revolving Credit Administrative Agent
 Revolving Credit Agents
 Revolving Credit Agreement Bank of America,
 Revolving Credit Collateral Agent
 Revolving Credit Commitments
 Revolving Credit Lenders
 66




---



##### 



Revolving Credit Loan Documents
 Revolving Credit Loans
 Revolving Credit Maturity Date
 Revolving Credit Priority Collateral
 Revolving Credit Secured Parties
 Revolving Credit Security Documents
 S&P
 Sale and Leaseback Transaction Section
6.03
 Sarbanes-Oxley Act
 Section 347 Section 2.19(a)
 Secured Debt Agreement
 Secured Hedge Provider
 67




---



##### 



Schedule 1.01(d) th Schedule
1.01(a)
 Secured Hedge Provider Joinder Exhibit Q Section 10.03 Section 10.09
 Secured Obligations
 Secured Parties
 Securities Act
 Securities Collateral
 Securitization Assets
 68




---



##### 



Securitization Entity
 Security Agreement Section 5.11(b)
 69




---



##### 



Security Agreement Collateral Section 5.11
 Security Documents
 Security Trust Deed
 Senior Note Documents
 Senior Notes
 Senior Representative
 Senior Secured Net Leverage Ratio
 70




---



##### 



Section 5.01(a) (b) provided
 Series of Cash Neutral Transactions Initiating Company
 Significant Event of Default Section 8.01(a) (b) (g) (h)
 Similar Business
 Specified Equity Contribution Section 8.04
 Specified Holders
 71




---



##### 



Specified Transaction Section 6.11
 Spot Selling Rate provided
 Standard Securitization Undertakings
 Subordinated Indebtedness
 Subsidiary parent
 72




---



##### 



Subsidiary Guarantor Schedule
1.01(b) Section 5.11
 Successor Holdings
 Support Agreement
 Survey Section 4.01(o)(iii)
 Swiss Guarantor
 Swiss Security Agreement Exhibit M-4
 Swiss Withholding Tax Bundesgesetz uber die Verrechnungssteuer
 73




---



##### 



Syndication Agent
 Synthetic Lease Obligation
 Tax Return
 Taxes
 Taxing Authority
 Term Loan Commitment
 Term Loan Purchase Amount
 Term Loan Repayment Date Section
2.09
 Term Loans
 Test Period
 74




---



##### 



Title Company
 Title Policy Section 4.01(o)(iii)
 Total Net Leverage Ratio Section 6.10 Section 5.01(a) (b)
 Transaction Documents
 Transactions
 Transferred Guarantor Section 7.09
 Type
 UCC
 75




---



##### 



U.K. Guarantor
 U.K. Security Agreement Exhibit M-3
 U.K. Share Charge Exhibit M-3-2
 United States
 Unrestricted Cash Section 6.02(a) (j) (k)
 Unrestricted Grantors
 Unrestricted Subsidiary Section 5.16
 Upfront Fees Section 2.05
 US GAAP Section 1.04
 U.S. Guarantor
 76




---



##### 



U.S. Issuer
 U.S. Loan Parties
 U.S. Security Agreement Exhibit M-1
 Voting Stock
 Weighted Average Life to Maturity by by
 Wholly Owned Subsidiary
 Wind-Up Section 6.05(g) Winding-Up
 Withdrawal Liability
 Section 1.02 Classification of Loans and Borrowings e.g e.g e.g
 77




---



##### 



Section 1.03 Terms Generally; Currency Translation
 Section 1.04 Accounting Terms; GAAP
 78




---



##### 



US GAAP provided provided
 Section 1.05 Resolution of Drafting Ambiguities
 79




---



##### 



Section 1.06 Pro Forma Calculations Section 2.10(f) Section 6.10
 ARTICLE II
 THE CREDITS
 Section 2.01 Commitments
   Section 2.02 Loans
 provided
 Section 2.11 Section 2.12 Section 2.03 provided provided
 80




---



##### 



provided
  Section 2.02(d)
  Section 2.03 Borrowing Procedure
 Section 11.01(b) Section
 81




---



##### 



11.01(d) Section 2.02
   [ ]
   Section
2.02(c)
 Section 4.02(b)  (d)
  Section 2.04 Repayment of Loans; Evidence of Debt
 Promise to Repay
 82




---



##### 



Section 2.04(a)
 Lender and Administrative Agent Records prima facie provided
 Promissory Notes Exhibit K Section 11.04
 Section 2.05 Fees
 Fees
 Upfront Fees Upfront Fees
  83




---



##### 



Section 2.06 Interest on Loans
 Base Rate Loans Section 2.06(c) plus provided Sections 2.23 2.24
 Eurodollar Rate Loans Section 2.06(c) plus provided Sections 2.23 2.24
 Default Rate plus Section 2.06 plus Section
2.06(a) Default Rate
 Interest Payment Dates provided Section 2.06(c)
 Interest Calculation
 Currency for Payment of Interest Section 2.06
 84




---



##### 



Section 2.07 Termination of Commitments
 Section 2.08 Interest Elections
 Generally
 Interest Election Notice Section 2.03 Section 2.02
     85




---



##### 



Automatic Conversion to Base Rate Borrowings
 Section 2.09 Amortization of Term Loan Borrowings
 Annex I Term Loan Repayment Date Annex I Section 2.10(g)
  Section 2.10 Optional and Mandatory Prepayments of Loans
 Optional Prepayments Section 2.10 provided
 86




---



##### 



Net Cash Proceeds Account Sections 2.10(c) (e) provided Sections 2.10(c) (e)
 Asset Sales Section 2.10(g) (h) provided Other Applicable Indebtedness provided Section 2.10(c) provided further provided further
 Section
2.10(c) Section
6.06 b i k l
  87




---



##### 



Section
6.06(k) Section 6.15 provided Section 2.10(c)
 Debt Issuance Section 2.10(g) (h)
 Casualty Events Section 2.10(g) (h) provided
  88




---



##### 



Section 2.10(e)
 Excess Cash Flow Sections 2.10(g) (h) Section 2.10(a) Excess Cash Flow Percentage provided however Section 2.10(f)
 Application of Prepayments [ ]
 [ Intentionally Omitted ]
 Section 2.10(i) Section
2.10(h) provided Section
8.03 provided further
 89




---



##### 



Section 2.10(a) Section 2.10(c) (d) (e) (f) (i)
 Section 2.10
 Section 2.10 Excess Amount provided Section 2.13
 Notice of Prepayments
 [ ]
 90




---



##### 



Section 2.02(a) Section 2.10 Section
2.06
 Foreign Asset Sales Section
2.10(b) (c) (e) Foreign Asset Sale Repatriation
Limitation , Section 2.10 provided Section 2.10 Section 2.10(c) (e)
 Prepayment Premium Section 2.16
 91




---



##### 



Section 2.11 Alternate Rate of Interest
    Section 2.12 Yield Protection; Change in Law Generally
 Increased Costs Generally
    92




---



##### 



Capital Requirements
 Certificates for Reimbursement Section 2.12
 Delay in Requests Section 2.12 provided
 Change in Legality Generally
  93




---



##### 



Increased Tax Costs Section 2.15 provided however
 Section 2.13 Breakage Payments
 94




---



##### 



Section 2.16(c) clause
(ii)
 Section 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs
 Payments Generally Section 2.12 Section 2.13 Section 2.15 Section
2.16 Section 11.03 Section 2.12 Section 2.13 Section 2.15 Section 2.16 Section 11.03
 95




---



##### 



Pro Rata Treatment
 pro rata
 pro rata
 Insufficient Funds first second
 Sharing of Set-Off pro rata provided
  provided
 96




---



##### 



Section 11.04(b)(v)
 Section 2.14(d) Section 2.14(d)
 Borrower Default Section
2.14(e)
 Lender Default Section 2.02(c) Section 2.14(e) Section 11.03(c)
 Obligations of Lenders Several Section 11.03 Section 11.03 Section 11.03
 97




---



##### 



Funding Source
 Section 2.15 Taxes
 Payments Free of Taxes provided
 Payment of Other Taxes by Borrower
 Indemnification by Loan Parties Section 2.15 Sections 2.12(f) 2.15(a)
 Evidence of Payments
 98




---



##### 



Status of Lenders provided however provided however
 Section 2.15(e) Section 2.15
 Treatment of Certain Refunds Section
2.12(f) Section 2.12(f)
 99




---



##### 



Section 2.12(f) provided
 Co-operation provided however
 Tax Returns Section
11.03
 Value Added Tax
 100




---



##### 



Section
2.15(i)
 Section 2.16 Mitigation Obligations; Replacement of Lenders
 Designation of a Different Lending Office provided Section 2.12 Section 2.15 Section 2.16(a) Section 2.16(b)
 Mitigation Obligations Section
2.12 Section 2.15 Section 2.12 Section 2.15
 101




---



##### 



Replacement of Lenders Section
2.12 Section 2.15 Section
11.02(d) Section 11.04 provided
 Section
11.04(b)
 Section 2.13 Section
2.10(j)
 Section 2.12 Section 2.15
   Section 2.17 [INTENTIONALLY OMITTED]
 Section 2.18 [INTENTIONALLY OMITTED]
 102




---



##### 



Section 2.19 Interest Act (Canada); Criminal Rate of Interest; Nominal Rate of Interest
 Section 347
    103




---



##### 



Section 2.20 [INTENTIONALLY OMITTED]
 Section 2.21 [INTENTIONALLY OMITTED]
 Section 2.22 [INTENTIONALLY OMITTED]
 Section 2.23 Incremental Term Loan Commitments
 Borrower Request Incremental
Term Loan Commitment Increase Effective Date provided
 Conditions provided
 Section 4.02
   104




---



##### 



Terms of Incremental Term Loans and Commitments
 Incremental Term Loans
  Incremental Term
Loan Maturity Date
 provided however Incremental OID
 105




---



##### 



Incremental Net Yield provided Section 2.23
 Increase
Joinder Section 2.23 Section 2.23 Section
2.14 Section 11.02
 Making of Incremental Term Loans
 Equal and Ratable Benefit Section 2.23
 106




---



##### 



Alternative Currency Term Loans
 Section 2.24 Refinancing Amendments.
 provided provided further Section 4.02
 107




---



##### 



Section 4.01 Section 2.24
 Section 2.24 Section 2.14 Section 11.02
 ARTICLE III
 REPRESENTATIONS AND WARRANTIES
  Section 3.01 Organization; Powers
 Section 3.02 Authorization; Enforceability
 108




---



##### 



Section 3.03 No Conflicts
 Section 3.04 Financial Statements; Projections
 Historical Financial Statements Section 5.01(a) Section 5.01(b)
 No Liabilities Section 3.04(a) .
 Pro Forma Financial Statements pro forma
 109




---



##### 



pro forma
 Forecasts
 Section 3.05 Properties
 Generally
 Real Property Schedules 8(a) 8(b)
 No Casualty Event Section 5.04
 Collateral
 110




---



##### 



Section 3.06 Intellectual Property
 Ownership/No Claims Intellectual Property
 Registrations individually or collectively
 No Violations or Proceedings Schedule 3.06(c) Schedule 3.06(c)
 Section 3.07 Equity Interests and Subsidiaries
 Equity Interests Schedules 1(a) 10
 111




---



##### 



Schedules 1(a) 10
 No Consent of Third Parties Required
 Organizational Chart Schedule 10
 Section 3.08 Litigation; Compliance with Laws
 112




---



##### 



Section 3.09 Agreements
 Section 3.10 Federal Reserve Regulations
 Section 3.11 Investment Company Act
 Section 3.12 Use of Proceeds
 Section 3.13 Taxes
 113




---



##### 



Section 3.14 No Material Misstatements
 Section 3.15 Labor Matters
 Section 3.16 Solvency
 114




---



##### 



Section 3.17 Employee Benefit Plans
  Schedule 3.17
 115




---



##### 



Section 3.18 Environmental Matters
        116




---



##### 



Section 3.19 Insurance Schedule 3.19 Section 5.04
 Section 3.20 Security Documents
 U.S. Security Agreement
 117




---



##### 



Schedule 7
 Canadian Security Agreement Schedule 7
 U.K. Security Agreement Schedule 7
 Swiss Security Agreement Schedule 7
 118




---



##### 



German Security Agreement Schedule 7
 Irish Security Agreement Schedule 7
 Brazilian Security Agreement Schedule 7
 Luxembourg Security Agreement Schedule 7
 119




---



##### 



Madeira Security Agreement Schedule 7
 French Security Agreement Schedule 7
 Intellectual Property Filings Schedule 7
 Mortgages Schedule 8(a) Sections 5.11 5.12 Sections 5.11 5.12
 120




---



##### 



Valid Liens Sections 5.11 5.12
 German Receivables Purchase Agreement
 Section 3.21 Material Indebtedness Documents Schedule 3.21
 Section 3.22 Anti-Terrorism Law Executive Order
 121




---



##### 



Anti-Terrorism Laws
      OFAC
  Section 3.23 Location of Material Inventory and Equipment Schedule 3.24
 122




---



##### 



Section 3.24 Senior Notes; Material Indebtedness Section 6.01 Section 6.01
 Section 3.25 Centre of Main Interests and Establishments Regulation
 Section 3.26 Holding and Dormant Companies
 Section 3.27 Excluded Collateral Subsidiaries Schedule 1.01(c)
 123




---



##### 



ARTICLE IV
 CONDITIONS TO CREDIT EXTENSIONS
 Section 4.01 Conditions to Initial Credit Extension Section 4.01
 Loan Documents
         124




---



##### 



Corporate Documents
     125




---



##### 



Officers Certificate Section 4.01 Section
4.02(b) (c) ARTICLE III
 Financings and Other Transactions, etc
   126




---



##### 



Financial Statements; Pro Forma Balance Sheet; Projections Section 3.04(a) pro
forma Section 3.04(c)
 Indebtedness and Minority Interests Schedule 6.01(b) Section 6.01
 Opinions of Counsel Schedule
4.01(g) Exhibit N
 Solvency Certificate Exhibit O
 Requirements of Law
 Consents
 127




---



##### 



Litigation
 [Intentionally Omitted]
 Fees
 Personal Property Requirements
     128




---



##### 



Real Property Requirements
 129




---



##### 



Schedule 4.01(o)(iii) Title Policy i.e
 130




---



##### 



Section
6.02(a) 6.02(b) 6.02(d) 6.02(f) 6.02(g) 6.02(k)
       131




---



##### 



Insurance Section 5.04
 USA Patriot Act Section
11.13
 Cash Management
 Process Agent
 Debt Tender Offers; New Senior Notes
 132




---



##### 



Schedule 5.15 Section 5.15
 Section 4.02 Conditions to Credit Extensions
 Notice Section 2.03 Section 2.03
 No Default
 Representations and Warranties ARTICLE III
 133




---



##### 



No Legal Bar
 Section 4.02(b) (d) Section 4.02(b) (d)
 ARTICLE V
 AFFIRMATIVE COVENANTS
  Section 5.01 Financial Statements, Reports, etc.
 Annual Reports
 134




---



##### 



Section 5.01(a)
 Quarterly Reports Section 5.01(b)
 [ ]
 Financial Officers Certificate Section 5.01(a) (b) Section 5.01(a)
 135




---



##### 



Notice of Intent to Cure Section 8.04 provided Section 6.04(r) Section 6.04(r) Section 6.04(r)(iii) Section 6.08(d) Section 6.08(d) Section 6.08(d)(ii) Section 6.11(a) Section 6.11(a) Section 6.11(a)(B)
 Officers Certificate Regarding Organizational Chart and Perfection of Collateral Section 5.01(a)
 Public Reports
 136




---



##### 



provided provided i.e.
 Management Letters
 Projections
 Labor Relations
 Asset Sales Section 6.06(b)
 Other Information
 137




---



##### 



Section 9.03
 Section 5.02 Litigation and Other Notices
      Section 5.03 Existence; Businesses and Properties
 Section 6.05 Section 6.06
  138




---



##### 



Section 5.04 Insurance
 Generally provided
 Requirements of Insurance
 139




---



##### 



Flood Insurance Section 5.04(a)
 Brokers Report Section 5.04(a) Section 5.04(a)
 Mortgaged Properties provided however Section 5.04 Section 5.04
 Section 5.05 Taxes
 Payment of Taxes provided
 140




---



##### 



Filing of Tax Returns
 Section 5.06 Employee Benefits
   Schedule
3.17
  141




---



##### 



Section 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings
 Section 5.08 Use of Proceeds Section 3.12
 Section 5.09 Compliance with Environmental Laws; Environmental Reports
 provided
 Section 3.18 Section
5.09(a)
 142




---



##### 



Section 5.10 [INTENTIONALLY OMITTED]
 Section 5.11 Additional Collateral; Additional Guarantors
 Section 5.11
 Section 5.11(d) Section 5.11(d)
 143




---



##### 



Schedule 5.11(b) Schedule 5.11(b)
  144




---



##### 



Section 5.11(c)
 Section 7.09
  Section 5.11 Section 5.11
 145




---



##### 



Section 5.12 Security Interests; Further Assurances
 Section 5.13 Information Regarding Collateral Schedule 3.24
 146




---



##### 



Section 5.14 Affirmative Covenants with Respect to Leases
 Section 5.15 Post-Closing Covenants Schedule 5.15
 Section 5.16 Designation of Subsidiaries provided
 147




---



##### 



Section 5.16
 ARTICLE VI
 NEGATIVE COVENANTS
 Section 11.02
 Section 6.01 Indebtedness
  Schedule 6.01(b)
 148




---



##### 



provided
 Section 6.04(i) (s)
 provided plus Section 6.01(m) plus
 provided
 Section 6.03
  Section 6.01 less Section
6.04(a)
 149




---



##### 



Section 6.01
 provided
  Section 6.01 provided provided
 150




---



##### 



provided further
 provided Section 6.01(e) Section 6.01(m)
 Section 6.04
   Section 6.04 provided
 151




---



##### 



provided Section 2.10(c) (e) provided
 152




---



##### 



Section 5.01(a) (b) provided provided further
    Section 6.01
 provided
 Section 6.04
 153




---



##### 



Section 6.08(j)
 Section 6.02 Liens Permitted Liens
   Schedule 6.02(c) provided Existing
Lien
  154




---



##### 



provided
   Section 6.01(f) Section
6.01(g) provided
  155




---



##### 



provided
 pari passu
   Section 6.01(m) (p)
 Section 6.02 Section 6.01
    156




---



##### 



provided
  Section 6.01(e)
 Section 6.02
 Section
6.06
    Section 6.04
 157




---



##### 



provided however
  Section 6.03 Sale and Leaseback Transactions Sale and Leaseback Transaction Section 6.06 Section 6.02
 Section 6.04 Investments, Loan and Advances Investments Section 6.04
 158




---



##### 



less Section 6.01(i)(ii)
 Schedule 6.04(b)
  Section 6.01(e)
  Section 6.01(c)
 Section 6.06;
 159




---



##### 



bona fide provided
 provided
  Section 6.06(k)
   [ ]
 Section 6.05 provided Section 5.11 Section 5.12
 Section 6.07
 160




---



##### 



Section 6.01(b) Section 6.01(c) (i)
     Investment Recapture Amount
 minus Section 6.08(g)
 provided Section 6.04(r)(ii) (iii) (iv) Section 6.04(r)
 161




---



##### 



provided
   Section 6.05 Mergers, Amalgamations and Consolidations
 Section 6.06
 Section 6.04
 provided provided provided provided Section 5.11 Section 5.12 provided
 162




---



##### 



provided
 Wind-Up provided Section 5.11 Section 5.12
 Section 6.06 Asset Sales
  provided however
 163




---



##### 



provided however
  Section 6.05
 less Section 6.01(e) less Section 6.01(m)
    164




---



##### 



provided
 provided
 Section 6.01(e) Section 6.01(e)
 provided however
    165




---



##### 



Section 6.06(p) Section 5.11
  Section 6.07 Cash Pooling Arrangements
 Section 6.08 Dividends
    166




---



##### 



Management Fees
    Dividend Recapture Amount
 provided Section 6.08(d), Section
6.08(d)
 Section 6.09(d)
 167




---



##### 



Section 6.04(r)(v) provided
   provided however provided, further,
 Section 6.09 Transactions with Affiliates
 Section 6.08
 168




---



##### 



Section 6.04(d) (e) (h) (i) (l) (s)
 Section 6.05(c) (d) (e) (f) (g) Section
6.06(h)(iv) (v) (m)
     Section 6.01(e)
 Section
6.01(r)
   169




---



##### 



provided
 Section 6.10 Total Net Leverage Ratio
 Total NetTest Period
    
    Leverage RatioMarch 30, 2011 through March 31, 2012
    
    4.75 to 1.0April 1, 2012 through March 31, 2013
    
    4.50 to 1.0April 1, 2013 through March 31, 2014
    
    4.375 to 1.0April 1, 2014 through March 31, 2015
    
    4.25 to 1.0April 1, 2015 and thereafter
    
    4.0 to 1.0
 Section 6.11 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other
Documents, etc.
 Section 6.01(l)
 170




---



##### 



Section 6.01(l) Permitted Prepayments
   Prepayments
Recapture Amount
  provided Section
6.11(a)(i)(y), Section 6.11(a)(i)(y)
 171




---



##### 



[ ]
    Section 6.12 Limitation on Certain Restrictions on Restricted Subsidiaries provided
 172




---



##### 



Section 6.02 Section 6.06 Section 5.11 provided
 Section 6.13 Issuance of Disqualified Capital Stock Section 6.06(l) Section 6.04(i)
 Section 6.14 Forward Share Sale Agreement and Support Agreement
 173




---



##### 



Section 6.15 Business
 Section 6.01(l)
   Section 6.16 Limitation on Accounting Changes Section
1.04
 Section 6.17 Fiscal Year
 Section 6.18 Margin Rules
 Section 6.19 No Further Negative Pledge Section 6.02
 174




---



##### 



Section 6.06 Section 6.02(s)
 Section 6.20 Anti-Terrorism Law; Anti-Money Laundering
 Section 3.22 Section 6.20
  Section 6.21 Embargoed Persons Embargoed Person Embargoed Persons et seq et seq
 175




---



##### 



ARTICLE VII
 GUARANTEE
 Section 7.01 The Guarantee Guaranteed Obligations Foreign Guarantee Section 7.01 Section 7.02
 176




---



##### 



Section 7.02 Obligations Unconditional Section 7.01
     Section 7.09
 177




---



##### 



Section 7.03 Reinstatement ARTICLE VII
 Section 7.04 Subrogation; Subordination Section 7.01 Section 6.01(d)
 178




---



##### 



Section 7.05 Remedies Section 8.01 Section 8.01 Section 7.01 Section
7.01
 Section 7.06 Instrument for the Payment of Money ARTICLE VII
 Section 7.07 Continuing Guarantee ARTICLE VII
 Section 7.08 General Limitation on Guarantee Obligations Section 7.01 Section 7.01
 Section 7.09 Release of Guarantors Transferred Guarantor Section 11.03
 179




---



##### 



Section 7.09 provided
 Section 7.10 Certain Tax Matters Section 2.15 provided Sections 2.15(e) 2.15(g)
 Section 7.11 German Guarantor
 Section 7.11(b) Section 7.11(e) GmbH GmbH & Co. KG Article VII verbundenes
Unternehmen Aktiengesetz GmbHG minus minus Reinvermögen Grundsätze ordnungsmäßiger Buchführung Jahresabschluss gem. § 42 GmbH  Act, §§ 242, 264
HGB GmbH & Co. KG GmbH & Co. KG Stammkapital provided
 Stammkapital
 180




---



##### 



Insolvenzordnung
  nicht betriebsnotwendig
 Liquidationswerte positive Fortbestehensprognose
 Section 7.11(a)
 Article VII Article VII
 181




---



##### 



Auditors Determination GmbH & Co. KG Article VII Grundsätze ordnungsgemäßer Buchführung
 Section 7.11(a) Section 7.11(b) Article
VII Section 7.11(a) Section
7.11
 Section 7.11(a)
 Section 7.11(a) Section 7.11(a) Section
7.11(a)
 182




---



##### 



vollwert Gegenleistungs-oder
Rückgewähranspruch Beherrschungsvertrag Ergebnisabführungsvertrag vollwertig Ausgleichsanspruch
 Section 7.12 Swiss Guarantors ARTICLE
VII ARTICLE VII restitution des apports distribution de dividende
 ARTICLE VII Available Amount ARTICLE VII provided
 ARTICLE VII Guarantee Payment ARTICLE
VII
 ARTICLE VII ARTICLE
VII
 183




---



##### 



ARTICLE VII ARTICLE VII
 ARTICLE VII ARTICLE VII
 Section 7.13 Irish Guarantor
 Section 7.14 Brazilian Guarantor
 Section 7.15 French Guarantor .
 Guarantee Code de commerce Code de commerce
 Guarantee
 184




---



##### 



Guarantee Guarantee pro tanto
  Section 7.16 Luxembourg Guarantor comptes annuels réviseur dentreprises
 185




---



##### 



ARTICLE VIII
 EVENTS OF DEFAULT
 Section 8.01 Events of Default Events of Default
    Section 5.02(a) Section 5.03(a) Section 5.08 Section 5.16 ARTICLE VI Section 5.04(a) Section 5.04(b) Sections 5.04(a) (b)
 Section 5.02 Section
5.02(a)
 186




---



##### 



provided provided
  Section 6.05
 187




---



##### 



188




---



##### 



Section 8.02 Rescission Section 11.02
 Section 8.03 Application of Proceeds
 189




---



##### 



First
 Second
 Third pro rata
 Fourth pro rata
 Fifth
 Section 8.03
  190




---



##### 



Article X
 Section 8.04 Borrowers Right to Cure.
 Section 8.01 Cure Amount provided Section 8.04(a)
  191




---



##### 



ARTICLE IX
 [INTENTIONALLY OMITTED]
 ARTICLE X
 THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
 Section 10.01 Appointment and Authority
 Section 10.02 Rights as a Lender
 Section 10.03 Exculpatory Provisions
   192




---



##### 



provided
  Sections 8.01 11.02
 ARTICLE IV
 Section 10.04 Reliance by the Administrative Agent
 193




---



##### 



Section 10.05 Delegation of Duties
 Section 10.06 Resignation of Agent provided ARTICLE X Section 11.03
 194




---



##### 



Section 10.07 Non-Reliance on Agent and Other Lenders
 Section 10.08 No Other Duties, etc
 Section 10.09 Administrative Agent May File Proofs of Claim
    195




---



##### 



Section 10.10 Concerning the Collateral and the Related Loan Documents
 Section 10.11 Release Bürgerliches Gesetzbuch
 Section 10.12 Acknowledgment of Security Trust Deed
 Section 10.13 Secured Hedging Agreements Section 8.03 Article X
 196




---



##### 



ARTICLE XI
 MISCELLANEOUS
 Section 11.01 Notices
 Generally
  
  
  
   197




---



##### 



Electronic Communications Section 11.01(d) provided ARTICLE II Section
11.01(d) provided
 provided
 198




---



##### 



Change of Address, Etc
 Posting Communications   Section
11.01(d)
 provided
 Platform
 199




---



##### 



Agent Parties provided however
 Public
Lender Borrower Materials provided however Section 11.12
 200




---



##### 



Reliance by the Administrative Agent, the Collateral Agent and Lenders
 Section 11.02 Waivers; Cumulative Remedies; Amendment
 Waivers; Cumulative Remedies Section
11.02
 Required Consents Section 11.02(c) (d) provided
 201




---



##### 



Section 2.06(c)
 Section 2.09 Section 2.06(c)
  provided
  202




---



##### 



Section 2.23 Section 2.24
 Section 2.14(b) (c) (d) pro rata pro rata Section 2.02(a) Section 2.23 Section 2.24
 Section 11.02(b) (c) (d) Section 2.23 Section
2.24
   203




---



##### 



provided Section 6.01 Section 11.02
 ARTICLE X
 provided further
   204




---



##### 



provided further
 provided further
 Collateral
 Dissenting Lenders Section
11.02(b)
 205




---



##### 



Section 2.16 provided
 Holdings Amalgamation and Increased Commitments Section 2.23 Section 2.24
 Loan Modification Offers
 Loan Modification Offer Affected Class Accepting Lenders
 Loan
Modification Agreement
 206




---



##### 



Section 11.02 Section 4.01
 Permitted Amendments provided Section 11.02(g)
 Section 11.03 Expenses; Indemnity; Damage Waiver
 Costs and Expenses
 207




---



##### 



Section 11.03
 Indemnification by Borrower Indemnitee provided
 208




---



##### 



Reimbursement by Lenders Section 11.03 pro rata provided Section 2.14(g) pro rata share
 Waiver of Consequential Damages, Etc
 Payments
 Survival
 209




---



##### 



Section 11.04 Successors and Assigns
 Successors and Assigns Generally Section 6.05(c) 6.05(e) Section 11.04 Section 11.04
 Assignments by Lenders provided
 Section
8.01 (a) (b) (g) (h)
 210




---



##### 



provided
 Auction Purchases Section
11.04
  211




---



##### 



Section 11.04
    Section 11.04
 212




---



##### 



Section 2.12 Section 2.13 Section 2.15 Section 2.16 Section 7.10 Section 11.03 Section 11.04 et
seq. Code civil
 Register Register Section 11.04(c)
 Participations Participant provided
 213




---



##### 



provided Section 11.02(b) Section 2.12 Section 2.13 Section 2.15 Section 2.16 Section 7.10 Section 11.08 provided Section 2.14
 Limitations on Participant Rights Section 2.12 Section 2.13 Section 2.15 Section 2.16 Section 7.10
 Certain Pledges provided
 Section 11.05 Survival of Agreement Section 2.12 Section 2.14 Section 2.15 Section 2.16 ARTICLE X Section 11.03
 Section 11.06 Counterparts; Integration; Effectiveness
 214




---



##### 



Section 4.01
 Section 11.07 Severability
 Section 11.08 Right of Setoff provided
 SECTION 11.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 215




---



##### 



WAIVER OF VENUE SECTION
11.09(B) CODE CIVIL
 SERVICE OF PROCESS SECTION
11.01 ] PROCESS AGENT
 216




---



##### 



SECTION 11.10 WAIVER OF JURY TRIAL
 Section 11.11 Headings
 Section 11.12 Treatment of Certain Information; Confidentiality Section 11.12 Information
 217




---



##### 



Section 11.13 USA PATRIOT Act Notice Act
 Section 11.14 Interest Rate Limitation Maximum Rate
 Section 11.15 Lender Addendum
 Section 11.16 Obligations Absolute
  218




---



##### 



Section 11.17 Intercreditor Agreement
 Section 11.18 Judgment Currency
 Obligation Currency Judgment Currency
 219




---



##### 



Judgment Currency Conversion
Date
  Section 11.18
 Section 11.19 Enforcement provided however a Section
2.14 provided further Section 2.14
 Section 11.20 No Advisory or Fiduciary Responsibility
 220




---



##### 



Section 11.21 Abstract Acknowledgment of Indebtedness and Joint Creditorship
 abstraktes Schuldversprechen
  Section 11.21
 221




---



##### 



Section
11.21 Section 11.21 provided
 Section 11.21
  Section 11.22 Special Appointment of Collateral Agent for German Security
 Treuhaender Treuhand
 German Security
  222




---



##### 



Section 11.22
 Section 11.23 Special Appointment of Collateral Agent in Relation to South Korea
  Section 11.23
 Section
11.23 Section 11.23
 223




---



##### 



Section 11.23
  Section 11.24 Special Appointment of Collateral Agent in Relation to France
 Parallel Debt
 Section 11.24
 Section 11.24 Section
11.24
  224




---



##### 



Section 11.24
 Section 11.25 Swiss Tax Ruling Section 2.15
 Section 11.26 Designation of Collateral Agent under Civil Code of Quebec fondé de
pouvoir fondé de pouvoir fondé de pouvoir fondé de pouvoir
 Section 11.27 Maximum Liability Section 7.08 Sections 7.11 through
7.16
 225




---



##### 



provided Section 11.27
 Section 11.28 NO ORAL AGREEMENT
 Section 11.29 Collateral Matters
 Section
11.02 Section
11.02 7.09
 Section 6.02(i)
 11.29
 Section 11.30 Electronic Execution of Assignments and Certain other Documents
 226




---



##### 



Section 11.31 Payments Set Aside
 [ Signature Pages Follow ]
 227




---



##### 



NOVELIS INC., as the BorrowerBy:
    /s/ Randal P. MillerName:
    Randal P. MillerTitleNOVELIS CORPORATION, as U.S. GuarantorBy:

/s/
Leslie J. Parrette Jr.Name:
    Leslie J. Parrette Jr.Title:NOVELIS PAE CORPORATION, as U.S. GuarantorBy:

/s/
Leslie J. Parrette Jr.Name:
    Leslie J. Parrette Jr.TitleNOVELIS BRAND LLC, as U.S. GuarantorBy:

/s/ Marion BarnesName:
    Marion BarnesTitle: S-1




---



##### 



NOVELIS SOUTH AMERICA HOLDINGS LLC, 
as U.S. GuarantorBy:

/s/
Leslie J. Parrette Jr.Name:
    Leslie J. Parrette Jr.Title: ALUMINUM UPSTREAM HOLDINGS LLC, 
as U.S. GuarantorBy:

/s/
Leslie J. Parrette Jr.Name:
    Leslie J. Parrette Jr.Title: NOVELIS ACQUISITIONS LLC, 
as U.S. GuarantorBy:

/s/
Leslie J. Parrette Jr.Name:
    Leslie J. Parrette Jr.Title: NOVELIS NORTH AMERICA HOLDINGS INC., 
as U.S. GuarantorBy:

/s/
Leslie J. Parrette Jr.Name:
    Leslie J. Parrette Jr.Title: S-2




---



##### 



NOVELIS UK LTD, as U.K. GuarantorBy:

/s/
Randal P. MillerName
    Randal P. MillerTitle:NOVELIS SERVICES LIMITED, 
as U.K. GuarantorBy:

/s/
Randal P. MillerName
    Randal P. MillerTitle:NOVELIS AG, as Swiss GuarantorBy:

/s/
Randal P. MillerName:
    Randal P. MillerTitle:NOVELIS CAST HOUSE TECHNOLOGY LTD., 
as Canadian GuarantorBy:

/s/
Marion BarnesName:
    Marion BarnesTitle:AV METALS INC., as Canadian GurantorBy:

/s/
Randal P. MillerName:
    Randal P. Miller 4260848 CANADA INC., as Canadian GuarantorBy:

/s/
Marion BarnesName:
    Marion BarnesTitle: S-3




---



##### 



4260856 CANADA INC., as Canadian GuarantorBy:
    /s/ Marion BarnesName:

Marion BarnesTitle: S-4




---



##### 



NOVELIS NO. 1 LIMITED PARTNERSHIP, as Canadian Guarantor,By:  
Its:
    4260848 CANADA INC.General PartnerBy:
    /s/ Marion BarnesName:
    Marion BarnesTitle:NOVELIS EUROPE HOLDINGS LIMITED, as U.K. GuarantorBy:

/s/
Randal P. MillerName:
    Randal P. MillerTitle:NOVELIS SWITZERLAND SA, as Swiss GuarantorBy:

/s/ Randal P. MillerName:
    Randal P. MillerTitle:NOVELIS TECHNOLOGY AG, as Swiss GuarantorBy:

/s/
Randal P. MillerName
    Randal P. MillerTitle:NOVELIS DEUTSCHLAND GMBH, as German GuarantorBy:

/s/
Randal P. MillerName:
    Randal P. MillerTitle: S-5




---



##### 



NOVELIS MADEIRA UNIPESSOAL, LDA, as Madeira GuarantorBy:

/s/
Randal P. MillerName:
    Randal P. MillerTitle:NOVELIS PAE S.A.S., as French GuarantorBy:

/s/
Randal P. MillerName:
    Randal P. MillerTitle: NOVELIS LUXEMBOURG S.A., as Luxembourg GuarantorBy:

/s/
Randal P. MillerName:
    Randal P. MillerTitle: S-6




---



##### 



NOVELIS DO BRASIL LTDA., as Brazilian GuarantorBy:

/s/
Randal P. MillerName:
    Randal P. MillerTitle: S-7




---



##### 



Present when the Common Seal of
NOVELIS ALUMINIUM HOLDING COMPANY,
As Irish Guarantor,
was hereunto affixed in the presence of:Name:

Randal
P. MillerTitle:Name:

Nina
MansooriTitle:

Witness S-8




---



##### 



Bank of America, as
Administrative Agent and Collateral AgentBy:

/s/
Christopher Kelly WallName:

Christopher Kelly WallTitle:

Managing
Director S-9




---



##### 



Annex I
 Amortization Table
 Date
    
    Term Loan AmountMarch 31, 2011
    
    $
    3,750,000June 30, 2011
    
    $
    3,750,000September 30, 2011
    
    $
    3,750,000December 31, 2011
    
    $
    3,750,000March 31, 2012
    
    $
    3,750,000June 30, 2012
    
    $
    3,750,000September 30, 2012
    
    $
    3,750,000December 31, 2012
    
    $
    3,750,000March 31, 2013
    
    $
    3,750,000June 30, 2013
    
    $
    3,750,000September 30, 2013
    
    $
    3,750,000December 31, 2013
    
    $
    3,750,000March 31, 2014
    
    $
    3,750,000June 30, 2014
    
    $
    3,750,000September 30, 2014
    
    $
    3,750,000December 31, 2014
    
    $
    3,750,000March 31, 2015
    
    $
    3,750,000June 30, 2015
    
    $
    3,750,000September 30, 2015
    
    $
    3,750,000December 31, 2015
    
    $
    3,750,000March 31, 2016
    
    $
    3,750,000June 30, 2016
    
    $
    3,750,000September 30, 2016
    
    $
    3,750,000Original Maturity Date
    
    Remaining outstanding principal




---



##### 



Schedule 1.01(a)
 Refinancing Indebtedness to be Repaid
 Company
    
    Description

    
    Bank Name

    
    Issue Date

    
    Due Date

    
    AmountNovelis Inc.
    
    7.25% Notes
    
    
    N/A
    
    
    February 3, 2005
    
    February 3, 2015
    
    US$
    1,049,363,00011.5% Notes
    
    
    N/A
    
    
    August 11, 2009
    
    February 15, 2015
    
    US$
    185,000,000Term Loan
    
    UBS AG as agent
    
    July 6, 2007
    
    July 6,2014
    
    US$
    290,587,980Novelis Corporation
    
    Term Loan
    
    UBS AG as agent
    
    July 6, 2007
    
    July 6, 2014
    
    US$
    855,695,250Asset Based Loan
    
    Bank of America,
    
    July 6, 2007
    
    July 6, 2014
    
 US$
    [                     ]N.A. as agent




---



##### 



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)
 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
l.01(d)
 Existing Secured Hedge Providers




---



##### 



Schedule 1.01(e)
 Administrative Agent Office




---



##### 



Schedule 1.01(f)
 Closing Date Unrestricted Subsidiaries




---



##### 



Schedule 3.06(c)
 Violations or Proceedings




---



##### 



Schedule 3.17
 Pension Matters
  st




---



##### 



Schedule 3.19
 Insurance
 1) Property Insurance Summary
 NAMED
INSURED:
 
 
 
 
 
 PERIOD
OF INSURANCE:
   COVERAGE DETAILS:
 Property Insured
  
 
 
 Perils Insured
  LIMITS
OF LIABILITY:




---



##### 



GROUND-UP PROGRAM SUB-LIMITS
 Contingent Business Interruption and
    
    $200,000,000
    
    each and every occurrence for BI, exceptContingent Extra Expense (Direct Suppliers 
and/or Customers)
    
    $25,000,000
    
    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:
     BASIS OF VALUATION:
  DIFFERENCE IN CONDITIONS:
  DIFFERENCE IN LIMITS:
  TERRITORY:
    EXCLUSIONS:
 
 
 




---



##### 




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 CANCELLATION:
  CURRENCY:
  ENDORSEMENTS:
 
 
 
 
 
 2)
Liability Insurance Summary
 Broker:
    
    Marsh Inc.Insurers:
    
    Zurich InsurancePolicy Term:
    
    1 April 2010 to 1 April 2011




---



##### 



Insured Activities:
    
    All activities of the InsuredContract 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 Liabilityb)   Advertisers Liabilityc)   Employers Liabilityd)   Employee Benefits Liabilitye)   Loss of Usef)   Pure financial lossg)   Additional Coverage for Motor VehiclesThe 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 damageAdditional 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 DiseasesWrongful Dismissal and other Employment PracticesAircraft or Spacecraft ProductsRadioactivityLosses Relating to Environmental Damage  Gradual PollutionIntentional ActsAsbestosPharmaceutical ProductsUrea 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
  
    
    Credit Agreement, dated the date hereof, among Novelis Inc., Novelis Corporation, AV
Metals Inc., the other guarantors party thereto, Bank of America, N.A., as Administrative
Agent, Collateral Agent, Issuing Bank and U.S. Swingline Lender, the Lenders party thereto
and the other parties thereto (the Revolving Credit Agreement)
 
    
    All exhibits and schedules to the Revolving Credit Agreement




---



##### 



Schedule 3.24
 Location
of Material Inventory
 Subject toLoan Party
    
    Address
    
    Owned/Leased
    
    Bailee/Landlord LetterNovelis Inc.
    
    7307 Meadow Avenue
    
    Leased
    
    NoBurnaby, British Columbia V5J 4Z21 Lappans Lane, P.O. Box 2000
    
    Owned
    
    N/AKingston, Ontario K7L 4Z5Kingston Research and Development
    
    Owned
    
    N/ACenter945 Princess Street, P.O. Box 8400Kingston, Ontario K7L 5L92040 rue Fay, P.O. Box 1001Saguenay,
Quebec G7S 4K6
    
    Owned
    
    N/A1909 rue Onésime-Gagnon
    
    Leased
    
    NoLachine, Quebec, H8T 3M8Novelis Foil Products Canada 191 Evans
Ave. Toronto, OntarioM8Z 1J5, Canada
    
    Leased
    
    NoBuilding #110414 Kenview Boulevard
Brampton, OntarioL6T 5SI
    
    Leased
    
    Bailee LetterNovelis No, 1
Limited Partnership
    
    2040 Fay Street Jonquiere, Quebec
G7S 4K6
    
    Owned
    
    N/ANovelis Corporation
    
    Foil Products Division:Executive Office:
1706 Shorewood Drive
LaGrange, Georgia 30240
    
    Leased
    
    NoRolled Products North America Division:
Aurora Research and Development:535
North Exchange CourtAurora, Illinois
60504
    
    Leased
    
    NoBerea Recycling Plant:302 Mayde Road
Berea, Kentucky 40403
    
    Owned
    
    N/AFairmont Light Gauge Plant:
1800 Speedway
Fairmont, West Virginia 26554
    
    Owned
    
    N/A




---



##### 



Subject toBailee/LandlordLoan Party
    
    Address
    
    Owned/Leased
    
    LetterGreensboro Recycling Plant:
1261 Willow Run Road
Greensboro, Georgia 30642
    
    Owned
    
    N/ALouisville Light Gauge Plant:
1430 South 13th StreetLouisville, Kentucky 40210
    
    Owned
    
    N/AOswego Sheet Products Plant:
Lake Road NorthOswego, New York 13126
    
    Owned
    
    N/ATerre Haute Light Gauge Plant:
5901 North 13th Street Terre Haute, Indiana 47805
    
    Owned
    
    N/AWarren Sheet Products Plant:
390 Griswold Street, NEWarren, Ohio 44483
    
    Owned
    
    N/A18001 E. Euclid
    
    Leased
    
    NoSpokane Valley, Washington 99216US Highway 431 North
Russellville, Kentucky 42276
    
    Leased
    
    Bailee LetterNovelis UK Ltd.
    
    Latchford Lock Works
Thelwall LaneWarrington
Cheshire United Kingdom W4A 1NN
    
    Owned
    
    N/ABridgnorth:
Stourbridge Road Bridgnorth
WV5 6AWUnited Kingdom
    
    Owned
    
    N/ALatchford:
Thelwall Lane Warrington, Cheshire
WA41NP United Kingdom
    
    Owned
    
    N/ABanbury:
5th FloorBeaumont House, Southam Road
Banbury, Oxfordshire
United Kingdom OX16 1RH
    
    Leased
    
    NoWednesbury:
Unit 501, Axcess 10 Business Park Bentley Road
South Wednesbury, WS10 8LQ
    
    Leased
    
    No




---



##### 



Subject toBailee/LandlordLoan Party
    
    Address
    
    Owned/Leased
    
    LetterNovelis Europe Holdings Limited
    
    Latchford Lock Works
Thelwall Lane Warrington
Cheshire United Kingdom W4A 1NN
    
    Owned
    
    N/ANovelis 
Services 
Limited
    
    Latchford Lock Works
Thelwall Lane Warrington
Cheshire United Kingdom W4A 1NN
    
    Owned
    
    N/ANovelis do Brasil Ltda.
    
    Hydropower Plant  Fumaça:
    
    Owned
    
    N/AEst. Miguel Rodrigues a Barroca S/N° -Cachoeira do BrumadoMariana, MGCEP 35424-000BrazilHydropower Plant  Furquim:
    
    Owned
    
    N/AEstrada Acesso à Usina de Furquim S/N°Mariana, MGCEP 35426-000BrazilHydropower Plant  Brecha: 

Fazenda Usina da Brecha, S/N° -
Piranga, Guaraciaba, MG CEP
35436-000 Brazil
    
    Owned
    
    N/AHydropower Plant  Salto:
    
    Owned
    
    N/AUsina Santo Antonio do Salto S/N°Ouro Preto, MGCEP 35430-000BrazilHydropower Plant  Brito:
    
    Owned
    
    N/AUsina Estrada do Brito S/N°  BritoPonte Nova, MGCEP 35301-970BrazilConsórcio Candonga (a consortium with 

CVRD  Cia. Vale Rio Doce)
Estrada Acesso a Santana do
Deserto, km 12
    
    Owned
    
    N/ARio Doce, MG 
CEP 35442-000 Brazil




---



##### 



Subject toLoan
Party
    

Address
    

Owned/Leased
    

Bailee/Landlord
LetterConsórcios Candonga Office 

Av. Caetano Marinho,
216 Ponte Nova, MG
CEP 35430-001 Brazil
    
    Owned
    
    N/AWarehouse  Aratu
    
    Owned
    
    N/AVia Matoim S/N°  AratuCandeias, BABrazilCEP 43800-000Belo Horizonte  admistrative Office
    
    Owned
    
    N/AAv. Contorno, 8.000, sala 802Belo Horizonte -0 MGCEP 30.110-907Novelis
Deutshland
GmbH
    
    Hannoversche Strasse 1
    
    Owned and Leased
    
    No37075 Góttingen, GermanyNovelis Packaging Benelux;
    
    Leased
    
    NoVenuslaan 143318 JX DordrechtNetherlandsNovelis Deutschland GmbH
    
    Leased
    
    NoWerk Berlin Holzhauser Strasse 96-10013509 BerlinGermanyNovelis Deutschland GmbH
Nordic Office Denmark
Ringager 4A 2605 Brondby Denmark
    
    Leased
    
    NoNovelis Deutschland GmbH
    
    Leased
    
    NoNordic Office FinlandP.O. Box 6 1Kapelitie 6D02201 EspooFinlandNovelis Market Centre Spain

Canada Real de las
Merinas 3  Planta Baja
    
    Leased
    
    NoCentro de Negocios Eisenhower28042 MadridSpain




---



##### 



Subject toLoan
Party
    

Address
    

Owned/Leased
    

Bailee/Landlord
LetterNovelis Deutschland GmbH
Market Centre Austria
Uchatiusgasse 4/3 1030 Wien Österreich
    
    Leased
    
    N/ANovelis Deutschland GmbH
Werk GöttingenHannoversche Strasse 1
    
    Owned
    
    N/A37075 GöttingenGermanyNovelis Deutschland GmbH
    
    Owned
    
    N/AWerk LuedenscheidWiesenstrasse 24-3058507 LuedenscheidGermanyNovelis Deutschland GmbH
    
    Owned
    
    NoWerk NachterstedtGaterslebener Strasse 106469 Stadt Seeland, OT NachterstedtSales Office Stuttgart
    
    Leased
    
    N/AMittlerer Pfad 1970499 Stuttgart-WeilimdorfGermanyNovelis Deutschland GmbH
    
    Owned
    
    N/AWerk OhleAm Eisenwerk 3058840 PlettenbergGermanyNovelis Deutschland GmbH
    
    LeasedRepresentative Officeul, Zeromskiego 3881-826 SopotPolandStorehouse for palettes leased by Mehle
    
    LeasedImmobiline GmbH & Co.Ground rent at Gottingen leased by the
    
    Leasedcommunity of heirs as owner of the groundEmphyteusis rent leased by 

Liegenschaftsfonds Berlin GmbH& Co. KG
    
    LeasedDistributing warehouse leased by
Kühne
    
    Leased& Nagel GmbH & Co KG




---



##### 



Subject toLoan
Party
    

Address
    

Owned/Leased
    

Bailee/Landlord
LetterNovelis Aluminum Holding Company
    
    Hannoversche Strasse 1
37075 Göttingen,
Germany
    
    Leased
    
    NoNovelis
    
    L-3401 Dudelange
    
    Leased
    
    NoLuxembourg
    
    Zone IndustrielleS.A.
    
    RiedgenFoil Innovation Center
    
    Leased
    
    No41 Rue du BrillL-4422 BelvauxNovelis 
Switzerland 
SA
    
    Routes des Laminoirs
CH-3960 Sierre,
Switzerland
    
    Leased
    
    NoNovelis Switzerland SA
    
    Leased
    
    NoSous GérondeSierre, SwitzerlandNovelis 
AG
    
    Sternenfeldstrasse 29
    
    Leased
    
    No8700 KüsnachtSwitzerlandNovelis
    
    Zentralstrasse 100
    
    Leased
    
    NoTechnology 
AG
    
    8212 Neuhausen am
Rheinfall,
Switzerland
 Locations
of Collateral in Possession of Persons Other Than Any Loan
Party
 Loan
Party
    

Address
    

Subject
to Bailee/Landlord LetterNovelis Inc.
    
    Bellville Rodair
350 Pendant Drive Mississauga
L5T 2W6
    
    Bailee LetterRyerson Canada
161 The West Mall Etoobicoke, Canada
    
    Bailee LetterNovelis Corporation
    
    Rexam Beverage
124 Carson Road 
BIRMINGHAM, Alabama 35215
    
    NoTennessee Aluminum Processors, Inc.
    
    No205 Spurline DriveGADSDEN, Alabama 35903




---



##### 



Loan
Party
    

Address
    

Subject
to Bailee/Landlord LetterPrecision Strip
    
    No36000 Alabama HighwayTALLADEGA, AL 35160Rexam Beverage
    
    No211 No. 51st Avenue
PHOENIX, Arizona 85043Total Warehousing
    
    No4411 W. Roosevelt PHOENIX, ArizonaRexam Beverage Can Co,
    
    No20730 Prairie St.CHATSWORTH, California 91311Rexam Beverage Can Co.
    
    No2433 Crocker Circle FAIRFIELD, California 94533Western Intermodal
    
    No2801 Giant Road RICHMOND, California 94806CMI Freight-Trans. Inc.
    
    No4900 S. Boyle Avenue VERNON, California 90058Ryerson Inc.
    
    No4310 E. Bandini Blvd.LOS ANGELES, California 90023TMSI Warehouse
    
    No16600 Table Mountain GOLDEN, Colorado 80403TMSI Warehouse
    
    No900 Metal Container CourtWINDSOR, Colorado 80550TMSI Warehouse
    
    No16600 Tablemountain ParkwayHENDERSON, ColoradoBall Metal Container
    
    No4700 Whiteway Drive TAMPA, Florida1P Warehouse
    
    No1016 Industrial Blvd.UNION POINT, Georgia 30669




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterSweetapple Warehouse
    
    No120 Industrial Blvd.GREENSBORO, Georgia 30642Sweetapple Warehouse
    
    No1016 Industrial Blvd.UNION POINT, Georgia 30669JMAR Investments LLC
    
    No1271 Willow Run RoadGREENSBORO, GeorgiaRexam Beverage Can Co.
    
    No48 Royal DriveFOREST PARK, GeorgiaRexam Beverage Can Co.
    
    No1101 W. 43rd StreetCHICAGO, Illinois 60609Wayne Steel
    
    No21901 Cottage GroveSAUK VILLAGE, Illinois 60411Steel Wheel Warehouse
    
    No3348 So. Pulaski RoadCHICAGO, Illinois 60623Ryerson Bandini
    
    No4201 W.
36th St.CHICAGO, Illinois 60632MSC
    
    No2200 East Pratt Blvd.ELK GROVE VILLAGE, Illinois 60007Intra American
    
    No14294 Bergen Blvd.NOBLESVILLE, Indiana 46060Roll & Hold Warehousing
    
    No725 George Nelson Dr.PORTAGE, Indiana 46368Wells Warehouse
    
    No932 Eastern AvenueCONNERSVILLE, Indiana 47331Eagle Steel Products
    
    No5150 Loop RoadJEFFERSON, IndianaTriumph Industries
    
    No115 E. PennsylvaniaROCKVILLE, Indiana 47872




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterCity Welding
    
    No193 North Dormeyer AvenueROCKVILLE, Indiana 47872Rexam Beverage Can Warehouse
    
    No4001 Montdale Park DriveVALPARAISO, Indiana 46383Specialty Blanks, Inc.
    
    No1033 Crawford StreetTERRE HAUTE, Indiana 47807Owls Head
    
    No187 Mitch McConnell WayBOWLING GREEN, Kentucky 42101Wagstaff Inc.
    
    No4657 No. Bend RoadHEBRON, KentuckyJade Warehouse #1
    
    No2010 Menelaus Rd.BEREA, Kentucky 40403Jade Warehouse #2
    
    No100 Seventy Six BlvdBEREA, Kentucky 40403Logan Aluminum Inc.
    
    Bailee LetterU.S. Hwy. 431 N.RUSSELLVILLE, Kentucky 42276Ryerson, Inc.
    
    No920 Old Brunerstown RoadSHELBYVILLE, Kentucky 40065RJ Corman
    
    No444 N. Hardison RoadWOODBURN, KentuckyPrecision Strip Inc.
    
    No446 N. Hardison RoadWOODBURN, Kentucky 42170Steinweg
    
    No2101 East Firt AvenueBALTIMORE, Maryland 21230D & S Delivery Service
    
    No32925 Schoolcraft RoadLIVONIA, Michigan 48150




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterAluminum Blanking
    
    No360 West Sheffield AvenuePONTIAC, Michigan 48340Worthington Specialized/Integrated Terminals
    
    No25325 Hall RoadWOODHAVEN, Michigan 48183RSDC
    
    No1775 Holloway Drive 
HOLT, Michigan 48842Michigan Metal Transport
    
    No36253 Michigan AvenueWAYNE, Michigan 48184Kendor
    
    No31275 Fraser Drive 
FRASER, Michigan 48026Rexam Beverage Can Co.
    
    No139 Eva StreetST. PAUL, Minnesota 55107Rexam Beverage Can Co.
    
    No10800 Marina DriveOLIVE BRANCH, MississippiPrecoat Metals
    
    No3900 Bingham St.ST. LOUIS, Missouri 63116Oswego Industries
    
    No7 Morrill PlaceFULTON, New York 13069BSI Mechanical
    
    No319 State Route 104AHANNIBAL, New York 13074Lock City Warehouse
    
    No1790 Oakhurst StreetLOCKPORT, New York 14094Oswego Warehousing Inc.
    
    No193 East Seneca StreetOSWEGO, New York 13126Port of Oswego Authority
    
    NoEast 1st StreetOSWEGO, New York 13126Prime Materials Recovery, Inc.
    
    No51 Madison BoulevardCANASTOTA, New York 13032




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterScepter, Inc.
    
    No11 Lamb RoadSENECA FALLS, New York 13148Delaco Steel Corporation
    
    No175 Ensminger RoadTONAWANDA, NY 14150-6719Rexam Beverage Can Co.
    
    No4000 Old Milwaukee LaneWINSTON-SALEM, North Carolina 27107A. J. Oster Foils, LLC
    
    No2081 McCrea StreetALLIANCE, Ohio 44601American Utility Processors
    
    No1246 Princeton St.AKRON,  Ohio 44301Specialty Metals
    
    No1100 Home AvenueAKRON, Ohio 44310Centria Coating Service
    
    No530 N. Second StreetCAMBRIDGE, OhioConversion Resources
    
    No8295 Bavaria Drive East #AMACEDONIA, Ohio 44056Rexam Beverage Can
    
    No2145 Cedar StreetFREMONT, OhioMISA Metal Processing
    
    No1501 Made DriveMIDDLETOWN, OhioTaylor Steel2260 Industrial Trace SW
    
    NoWARREN, Ohio 44481Precision Strip Inc.
    
    No86 South Ohio StreetMINSTER, Ohio 45865Precision Strip Inc.
    
    No7401 Ponderosa RdPERRYSBURG, OH 43551




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterPrecision Strip Inc.
    
    No315 Park Avenue
 TIPP
CITY, Ohio 45371Rexam Beverage Can
10444 Waterville
WHITEHOUSE, Ohio 43571
    
    NoMain Steel
3805 B Hendricks Road
YOUNGSTOWN, Ohio 44515
    
    NoChampagne Metals 

429 W. 158th Street 

GLENPOOL, Oklahoma 74033
    
    NoD&M Warehouse

2700 SW 15th St. 

OKLAHOMA CITY, Oklahoma 73179
    
    NoRexam Beverage Can Co.
 2700 SW
15th Street 
OKLAHOMA
CITY, Oklahoma
    
    NoRyerson WMMF PA
43 Century Drive
AMBRIDGE, Pennsylvania 15003
    
    NoAlumisource, LLC
1201 Donner Avenue
MONESSEN, PA 15062
    
    NoRexam Beverage Can Co. 

609 Cousar St. 

BISHOPVILLE, South Carolina 29010
    
    NoSmelter Service

400
Arrow Mines Road 

MT. PLEASANT, Tennessee 38474
    
    NoTennessee Aluminum Processors, Inc.

7207 Hoover Mason Road 

MT. PLEASANT, Tennessee 38474
    
    NoBig G Warehouse
190 Hawkins Drive
SHELBYVILLE, Tennessee 37162
    
    NoScepter, Inc. 

1485 Scepter Lane 

WAVERLY, Tennessee 37185
    
    NoScepter, Inc. 

1230 Pottertown Road 

MIDWAY, Tennessee 37809
    
    No




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterStagecoach Cartage & Distribution
7167 Chino Drive
EL PASO, Texas
    
    NoRexam Beverage Can Co.
1001 Fisher Road
LONGVIEW, Texas
    
    NoRexam Plant
1220 North 2nd Avenue
KENT, Washington 98032
    
    NoCMI Freight  Trans. Inc. 

8462 S. 190th St.

AUBURN, Washington 98001
    
    NoRyerson VMMF 

600 Southwest 10th St. 

RENTON, Washington 98057
    
    NoSolatens
3910 N, Flora Road
SPOKANE, Washington 99216
    
    NoWestern Intermodal 

ABS Warehouse 

6012 S. 196th Street 

TUKWILA, Washington
    
    NoAleris Recycling 

3816 S. State Rte. 2

FRIENDLY, West Virginia 26146
    
    NoBellville Rodair International
350 Pendant Drive
MISSISSAUGA, Ontario L5T 2W6
Canada
    
    NoGreenway Industries Corporation
35 Freshway Drive
CONCORD, Ontario L4K 1R9
Canada
    
    NoRyerson Canada VMMF
161 The West Mall
ETOBICOKE, Ontario
Canada
    
    NoCGI Inc. 

3200 Dickson 

MONTREAL, Quebec 

H1N 2KI
    
    No




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterCGI Inc. 

1 Complexe Desjardins 

MONTREAL, Quebec 

H5B 1C3
    
    NoCiesa Logistics
Circuito Mexico 240
Parque Indust Tres Nacion
SAN LUIS POTOSI, 78395 Mexico
    
    NoNovelis UK Ltd.
    
    Alloa Community Enterprises Ltd
Unit 1 Block 1
Ward Street
Alloa
Scotland
FK10 1ET
    
    NoPalm Recycling LTD
Teeside Transfer & Aggregation Centre
Puddlers Road
South Tees Industrial Park
Middlesborough
Cleveland
TS6 6TX
    
    NoHowcan
245 Oldham Road
Manchester
M40 7PT
    
    NoRichard Freeths
Kingshill
Cricklade
Swindon
SN6 6JR
    
    NoBiffa Ltd
Blackburn Road
Houghton Regis
Nr Dunstable
LU5 5BQ
    
    NoUniversal Recycling Co
London Wiper Co Ltd T/A
Wharf Road
Kilnhurst
Mexborough
South Yorkshire
S64 5SY
    
    NoHalesowen Metals LTD
Unit 10
Vernon Road Ind Est
Blackheath
    
    No




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterHalesowen
West Midlands
B62 8HHGraig Environmental
Recycling Services LTD
Unit 2B
Maritime Workshops
Maritime Industrial Est
Pomtypridd 
Mid Granorgan
CF37 1NY
    
    NoAvonbank Engineering Services Ltd
Staddle Stones, Blacksmiths Lane
Cropshorne, Pershore,
Worcestershire
WR10 3LX
    
    NoALERIS RECYCLING LTD. 

WAUNARLWYDD WORKS 

WAUNARLWYDD 

SWANSEA, UK 

SA5 4YG
    
    NoBefessa Salt Slags Limited
Registered Office
Fenns bank
Whitchurch
Shropshire
SY13 3PA
    
    NoNovelis
do  Brasil Ltda.
    
    Crown Colombiana S.A. 

Vereda Tibitó 

Via Autódromo Tocancipá a Zipaquirá, Tocancipá
 c/marca 

Colombina
    
    NoRexam do Brasil Ltda.

Distrito Industrial II  Quadra 9 da BR 381 km 

875

Extrema, MG 

Brazil
    
    NoRecifes Branch

Rodovia PE 60 s/n  Km 7

Complexo SUAPE 

Cabo de Santo Agostinho / Recife 

CEP: 54500-000

Brazil
    
    NoAguas Claras Branch 

Estrada do Cartorio 2101

94400-000 Águas Claras 

Viamão 

Brazil
    
    No




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterBrasílias Branch 

AE03, Reservada p/ Atividades 
Industriais, Parte A 

Gama  Distrito Federal
 Brasília
CEP: 72400-970
 Brazil
    
    NoJacareís Branch 

Av, José Ribeiro de Moreira, 999, 

Pedregulho 

CEP 12.312-280  Jacareí  SP 

Brazil
    
    NoRexam Amazônia Ltda. 

Av. Cupiúba, n° 1600

Distrito Industrial 
69075-060
Manaus- AM 

Brazil
    
    NoCuiabás Branch 

Rua O, S/N 

Distrito Industrial 78098-410

Cuiabá, MT 

Brazil
    
    NoLatapack-Ball Embalagens Ltda, 

Via Ipitanga, 486  Setor Sul CIA 

Simões Filho  BA 

CEP: 43700-000

Brazil
    
    NoAruma Produtora de Embalagens do Sergipe Ltda.
Rodovia BR 101, km 133  Distrito do Grotao
Estancia  SE
Brazil
    
    NoTekno S.A. Constrs. Industria e Comercio 

Rod, Washington Luiz, Km 181

Guaratinguetá  SP 

CEP 12500-000

Brazil
    
    NoElfer Indústria Serviço e Comércio Ltda. 

Av. Gastáo Vidigal Neto, n° 230

Pindamonhangaba, SP 
Brazil
    
    No




---



##### 



Loan Party
    

Address
    

Subject to Bailee/Landlord LetterAbreu Beneficiamentos Ltda. 
Rodovia dos Metalúrgicos, 4.800  Bairro Casa 
das Pedras Volta Redonda  RJ 
CEP 27256-272
Brazil
    
    NoAleris Reciclagem Ltda. 
Av. Julio de Paula Claro, 900
Pindamonhangaba  SP 
CEP 12441-400
Brazil
    
    NoCragea Cia. Reg. De Armaz. Gerais e Entr.
Aduaneiros
Estrada Velha Rio/SP s/n km 103 Eugenio de Melo
São Jose dos Campos  SP
CEP 12247-970
Brazil
    
    NoNovelis 
Deutshland 
GmbH
    
    Schenker Deutschland AG
Logistikzenttum Nord
Nonnendammallee 32-34
D- 13599 Berlin
    
    NoFriedrich Zufall GmbH & Co. KG, 
Internationale Spedition, Am Güterverkehrszentrum, 
D- 37079 Gottingen
    
    NoErich Schmelz GmbH & Co. KG, 
Internationale Spedition,
Miramstrasse 75, 
D- 34123 Kassel
    
    NoGoeldner Spedition + Logistik GmbH 
Tilsiter Str. 13
41460 Neuss
    
    NoNavis Schiffahrts- und Speditions AG
Postfach 10 48 48
20033 Hamburg
    
    NoRhenus Midgard AG & Co KG
Postfach 31 04 29
27540 Bremerhaven
    
    NoDHL Freight GmbH
Leimengrube 9
74613 Öhringen
    
    NoUCT Umschlag Container Terminal GmbH,
Sachtlebenstrasse 34,
4 154 1 Dormagen
    
    No




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterAleris Recycling (German Works) GmbH
    
    NoPostfach 10 06 3441490 GrevenbroichBAGR Berliner Aluminiumwerk GmbH
    
    NoKopenhagener Strasse 5913407 BerlinBiewer Industrie & Logisitk GmbH
    
    NoHans Böckler Str. 356070 KoblenzCuref GmbH
    
    NoAm Overbeck 8258300 WetterGunness Wharf Ltd.
    
    NoFlixborouhg
 Scunthorpe,North Lincolnshire,DN 15 8SRAgfa-Gevaert AG,
    
    NoGrafische Systeme,Werk Kalle-Albert,Postfach 35 40,65025 WiesbadenAgfa-Gevaert UK Manufacturing,
    
    NoCoal Road,Leeds LS14 2AL West Yorkshire,GrossbritannienBall Packaging Europe GmbH,
    
    NoZweigniederlassung Braunschweig,Hamburger Str. 36-41,3 8 1 14 BraunschweigKarl Achenbach GmbH & Co. KG,
    
    NoZinzinger Str. 1 1,661 17 SaarbriickenNE Deckensysteme GmbH,
    
    NoIndustriestr. 16,45 73 9 Oer-ErkenschwickImpress GmbH & Co. KG
    
    NoNeue Industriestr. 127472 CuxhavenR.M.S. Europe Ltd.,
    
    NoBoothfeny Terminal,Bridge Street,Goole,East Yorkshire, DN14 5SS




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterLTl-Metalltechnik GmbH
    
    NoIm Flürlein 2574215 Schöntal - BerlichingenBFC-Fahrzeugteile GmbH
    
    NoIndustriestrasse 1774321 Bietigheim - BissingenNBB-Norder Band- und Blechverarbeitung GmbH
    
    NoBlaufarber StraBe 226506 NordenREDE
    
    NoRefendage - Deconpage140, rue de la Liberation60530 Le Mesnil-En-ThelleSchenker Deutschland GmbH (Draka Tele) =>
    
    Nopresently inactiveLogistikzentrum NordMontanstr. 8-16D-13407 BerlinPrysmian Cables Limited
    
    NoIndustrial Cables DivisionPlant 11Chickenhall Lane
    
    NoEastleighSouthhampton - SO5 5XAPrysmian Telekom Cables & Systems UK Ltd.
    
    NoStore 39Chickenhall LaneEastleighHampshire - SO50 6YUVaassen Flexible Packaging BV
    
    NoDorpstraat 8808171 BT VaassenNiederlandeGascogne Laminates Germany GmbH
    
    NoRurstrasse 5852441 LinnichDraka Comteq GmbH & Co. KG
    
    NoUnternehmensbereich Multimedia CableWohlauer Strasse 1590475 NürnbergFritz Fross GmbH + Co. KG (Alcan)
    
    NoGottlieb-Daimler-Strasse 279331 Teningen




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterKablovna Decin Podmokly, s.r.o.
    
    NoUstecka 840/3340533 Decin Vczech RepublicGascogne Laminates SAS
    
    NoZone Industrielle No. 11, rue Louis Blanc40100 Dax Cedex FranceSpedition Fahrner
    
    NoPlettenberger Straβe 1258791 WerdohlHGS Gropengiesser
    
    NoAn der Bellmerei 1158513 LüdenscheidSchenker Deutschland AG
    
    NoNonnendammallee 3513599 BerlinSpedition Dachser
    
    NoNiederlassung MemmingenLieferantenzentrumLager Novelis
    
    NoWernher-von-Braun-Straβe 1387700 MemmingenM. Preymesser GmbH & Co. KG
    
    NoAnton-Tucher-Str 1D-28309 BremenUniversal Express Ltd.
    
    NoAccess 10 Business ParkBentley Road SouthWS 108 LQGBPreymesser GmbH & Co. KG
    
    NoEdisonstr. 185098 GroβmehringGermanyM. Preymesser GmbH & Co. KG
    
    NoHafenstr. 95D-74078 HeilbronnM. Preymesser GmbH & Co. KG
    
    NoIndustriestr. 3D-84 180 Loiching




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterBall Packaging Europe GmbH
    
    NoZweigniederlassung BraunschweigKarl SchmidtStr 15D-38 114 Braunschweig
    
    NoM. Preymesser GmbH & Co. KGOtto-Lilienthal-Str. 34D-71034 BöblingenStahl Zentrurn Glauchau GmbH & Co. KG
    
    NoPeniger Str. 17D-0837 1 GlauchauLäpple Blechverarbeitung GmbH & Co. KG
    
    NoBayernAugust Läpple Platz 1D-93 158 TeublitzNovelis
Italia S.R.L. Rome

    NoVia Pontina Km 31, 50000040 PomeziaSMK Stahlmagazin GmbH
    
    NoVon-Miller Str. 3 1D-6766 1 KaiserslauternR.M.S. Europe LTD
    
    NoBootsferryTerminal, Bridge Street,Goole, East Yorkshire,DN14 5SS, EnglandDehnhard Spedition
    
    NoWillertshagenerstr.258540 MeinerzhagenThyssen Krupp Metallcenter GmbH
    
    NoAm Oberwald 176744 WörthNovelis Automotive UK Ltd.
    
    NoAxcess 10, Business Park, Bentley Road SouthWS10 8LQ WednesburyUKSMH Stahlmagazin Hannover
    
    NoIndustruestrasse 230928 SeelzeLetterCoils S.A.
    
    NoIndustriezone 53400 LandenBelgium




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterCoil GmbH
    
    NoClaude- Breda-Str. 106406 BernburgDecomecc Co.
    
    NoBilzer Weg 83600 GenkBelgiumBFC Büro-und Fahrzeugtechnik GmbH & Co.
    
    NoProduktions KGHofener Weg 3371686 RemseckShear Accuracy
    
    NoAccess 10, Business Park Bentley Road SouthWednesburyWS108LQGBNovelis Deutschland GmbH
    
    NoHannoverschestrasse 137075 GöttingenSpedition Schmelz GmbH u. Co KG
    
    NoInternationale SpeditionMiramstr. 7534123 KasselBAGR Berliner Aluminiumwerke GmbH
    
    NoKopenhagener Str. 5913407 Berlin ReineckendorfContiTech TechnoChemie
    
    NoDieselstr. 4D-61184 KarbenContiTech Kühner GmbH
    
    NoTalstrasse 1-8D71570 OppenweiterRhenus AG & Co (ContiTech Technochemie)
    
    NoGutleutstr. 371D-60827 FrankfurtContiTech TechnoChemie GmbH
    
    NoIndustriestraβe Nord (VW Werk)D-38239 SalzgitterContinental Industrias
    
    NoAvda. San Pablo 37E-28820 Coslada-Madrid




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterSped. Gräfen (Dura)
    
    NoHolunderweg 5D-54550 Daun-BoverathEaton Fluid Power
    
    NoThorns RoadGB-Brierley Hill, W.Midl. DY5 2LBICP (Eaton)
    
    NoPoligono Industrial R-2Calle Zeus 16-18 Modulo I28880 Meco (Madrid)SpainNAL Neuenhagener Aluminium
Leichtbehältnisse
    
    NoGmbHParkstr. 715366 NenenhagenDewitz
    
    NoNicolaistrasse 32D-12247 BerlinKarl Kaminski GmbH & Co. KG
    
    NoBetsbruchdamm 10D-28816 StuhrKarl-Heinz Sobotta
    
    NoErich - Zeigner - Allee 69/73D-04229 LeipzigZable16 Gateforth LaneGB-YO8 9HP Hambleton Selby Zaiser
    
    NoNeuwiesen 9D-733 12 GeislingenBoon Weets
    
    NoIndustriezone Webbekom 2/16B-3290 DiestKühne & Nagel AG & Co.
 Spannstiftstr. 1 - 39
    
    NoD-58 119 HagenFormpack GmbH & Co. KG
    
    NoLohnverarbeiterLützelbergstr. 28D-79369 WhylNeoten GmbH & Co. KG
    
    NoPeiner Str. 133-135D-38229 Salzgitter




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterTscheulin-Rothal GmbH
    
    NoFriedrich-Meyer-Str. 23D-79331 TeningenWaro-Pack
    
    NoAuf der Schanze 4D-29303 BergenNovelis PAE SAS
    
    Soflog
    
    No91 rue des Bonnais38120 Saint-EgreveEctra
    
    NoRue Louis Gagnaire38950 Saint-Martin-Le-VinouxSoflog
    
    No38261 La Côte Saint AndréLEAS
    
    NoZone industrielle de la Batie38 330 Saint IsmierNovelis
    
    Tetra Pak Wrexham
    
    NoLuxembourg
    
    Bedwell RoadS.A.
    
    Gross LanesWrexham CLWYDUK - WREXHAM LL13 OUTTetra Pak Limburg
    
    NoHöhenstrasse 4D - 65549 LimburgTetra Pak Kiev
    
    NoUI. Mezhigorskaya 82245080 KievAmcor Flexibles Dijon
    
    NoUsine de Dijon24 rue de la StéarinerieBP 15021004 Dijon CedexAmcor Flexibles Froges
    
    NoUsine de DijonBP 15021004 Dijon CedexVaassen
    
    NoVaassen Flexible Packaging BVPo Box 2 Dorpsstraat 888170 BT Vaassen




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterAmcor Flexibles Lugo
    
    NoMagazino Barthe ItalianeI36030 Lugo di VicenzaSOPAL- Gascogne FranceGascogne Laminates
    
    NoBP78 1 rue Louis BlancF- 40102 Dax CedexGascogne Laminate Germany GmbH
    
    NoLKW EinfahrtBuschweigKasel
    
    NoZone Industrielle
 L9166 MertzigCAT Le Corail
    
    No1 rue Thomas Edison57 972 YutzLentz Bertrange
    
    No80 route de LongwyL8060 BertrangeIntertrans
    
    No6 rue de KiellAubangeLentz Munsbach
    
    No35 Parc dactivites FYRDALL5365 MunsbachLecxis
    
    NoZone Industrielle54620 Villers la MontagneNovelis
    
    NOVELIS AUTOMOTIVE UK
    
    NoSwitzerland
    
    Axcess 10 Business ParkSA
    
    Bentley Road SouthWS10 8LQ WednesburyPREYMESSER GMBH. CO KG SPEDITION
    
    NoHAFENSTRASSE 9574076 HEILBRONNM.PREYMESSER GMBH CO. KG SPEDITION
    
    NoEDISON STRASSE 185098 GROSSMEHRINGM. PREYMESSER GmbH & Co. KG
    
    NoAnton-Tucher-Str. 128309 BREMEN




---



##### 



Loan Party
    
    Address
    
    Subject to Bailee/Landlord LetterBMW AG 

C/O M. PREYMESSER GMBH. & CO 

KG SPEDITION 
INDUSTRIESTRASSE
3 
84180 LOICHING
    
    NoLAEPPLE BLECHVERARBEITUNG
 GMBH
& CO. KG BAYERN 

AUGUST-LAEPPLE-PLATZ 1 
93158
TEUBLITZ
    
    NoSMK
Stahlmagazin GmbH Kaiserslautern
Von-Miiler-Strabe 31
67661 Kaiserslautern
    
    NoW. WUEST GMBH + CO 

WUESTSTRASSE 
74076 HEILBRONN
    
    NoAUDI AG
 Werk Neckarsulm
Hafenstrasse 95 74076
Heilbronn
    
    NoSMH Stahlmagazin GmbH Hannover
Industriestrasse 2 30926
Seelze
    
    NoDaimler AG Werk Sindelfingen

Otto Lilienthalstrasse 4 
71034 Boeblingen
    
    NoSMG 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
    
    Amount1261 Willow Run Road, Greensboro, Georgia
    
    $8,110,0005901 N.
13th Street, Terre Haute, Indiana
    
    $24,450,0001380, 1430, 1141 S. 13lh St. Louisville, Kentucky
    
    $11,000,000Lake Road North, Scriba, New York
    
    $28,920,000390 Griswold Street NE, Warren, Ohio
    
    $13,670,0001800 Speedway Street, Fairmont, West Virginia
    
    $22,300,0001 Lappans Lane and 945 Princess Street, Kingston, Ontario
    
    C$50,710,0002040 rue Fay, Saguenay, Quebec
    
    C$20,980,000




---



##### 



Schedule 5.1 (b)
 Certain Subsidiaries




---



##### 



Schedule 5.15
 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
    
    MaturityNovelis Inc.
    
    Novelis Aluminium
    
    EUR
    
    293,834,842.
    
    1/7/2005
    
    1/7/2015Holding CompanyNovelis Inc.
    
    Novelis Luxembourg S.A.
    
    EUR
    
    15,000,000.
    
    2/3/2005
    
    2/3/2015Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    80,000,000.
    
    7/6/2007
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    5,000,000.
    
    7/6/2007
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    25,000,000.
    
    7/6/2007
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    25,000,000.
    
    7/6/2007
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    15,000,000.
    
    1/5/2008
    
    1/5/2013Novelis Inc.
    
    Novelis Aluminium
    
    EUR
    
    87,291,599.
    
    7/10/2008
    
    2/3/2015Holding CompanyNovelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    5,000,000.
    
    3/11/2008
    
    3/11/2013Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    30,000,000.
    
    8/4/2008
    
    8/4/2013Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    30,000,000.
    
    8/4/2008
    
    8/4/2013Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    20,000,000.
    
    8/4/2008
    
    8/4/2013Novelis Inc.
    
    Novelis AG
    
    EUR
    
    121,421,203.34
    
    11/4/2009
    
    1/13/2015Novelis AG
    
    Novelis Switzerland SA
    
    CHF
    
    60,000,000.
    
    12/29/2009
    
    12/29/2010Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    15,000,000.
    
    12/29/2009
    
    9/15/2013Novelis Inc.
    
    Novelis Corporation
    
    USD
    
    50,000,000.
    
    5/20/2010
    
    5/20/2011Novelis do Brasil
    
    Novelis Corporation
    
    USD
    
    15,000,000.
    
    6/25/2010
    
    12/31/2010Ltda.Novelis Inc.
    
    Novelis Corporation
    
    USD
    
    226,000,000.
    
    7/9/2010
    
    7/8/2011




---



##### 



Lender
    
    Borrower
    
    Currency
    
    Amount
    
    Issue Date
    
    MaturityNovelis Inc.
    
    Novelis Corporation
    
    USD
    
    120,000,000.
    
    8/12/2010
    
    8/12/2011Novelis Europe
    
    Novelis AG
    
    USD
    
    11,291,082.88
    
    9/30/2010
    
    12/30/2010Holdings LimitedNovelis do Brasil
    
    Novelis Corporation
    
    USD
    
    20,000,000.
    
    9/30/2010
    
    3/31/2011Ltda.Novelis Brand LLC
    
    Novelis Services Limited
    
    USD
    
    66,440,400.87
    
    9/28/2010
    
    7/6/2014Novelis No. 1
    
    Novelis Brand LLC
    
    USD
    
    106,440,400.87
    
    9/28/2010
    
    7/6/2014Limited
PartnershipNovelis
    
    Novelis AG
    
    CHF
    
    916,000.
    
    11/30/2010
    
    1/31/2011Technology
AGNovelis PAE S.A.S.
    
    Novelis AG
    
    EUR
    
    9,537,512.95
    
    12/9/2010
    
    12/23/2010Novelis Lamines
    
    Novelis AG
    
    EUR
    
    5,793,614.34
    
    12/15/2010
    
    1/14/2011France SASNovelis AG
    
    Novelis Italia SpA
    
    EUR
    
    13,000,000.
    
    12/15/2010
    
    1/14/2011
 OTHER EXISTING INDEBTEDNESS
 Entity
    
    Creditor/Lender
    
    Description
    
    Currency
    
    Amount
    
    MaturityNovelis Italia SpA
    
    Credito Artigiano
    
    Total overdraft /
    
    EUR
    
    15,000,000
    
    N/ASpa Banca
    
    lines of creditPopolare Di Bergamo Spa
    
    capacityBanca Intesa San PaoloNovelis
    
    N/A
    
    Capital lease (Alcan)
    
    CHF
    
    45,263,546
    
    12/2019Switzerland
SANovelis
    
    N/A
    
    Capital lease (SG)
    
    CHF
    
    717,980
    
    8/2011Switzerland
SA




---



##### 



Entity
    
    Creditor/Lender
    
    Description
    
    Currency
    
    Amount
    
    MaturityNovelis Goettingen
    
    N/A
    
    Capital lease (cafeteria renovation)
    
    EUR
    
    80,269
    
    10/2011Novelis Goettingen
    
    N/A
    
    Capital lease (telephone system)
    
    EUR
    
    154,245
    
    10/2013Novelis Goettingen
    
    N/A
    
    Capital lease (machinery)
    
    EUR
    
    25,771
    
    10/2013Novelis Latchford
    
    N/A
    
    Capital lease (forklifts)
    
    GBP
    
    703,482
    
    6/2016




---



##### 



Schedule 6.02(c)   Existing Liens
  File No. and Date of
    
    Registration/RenewalDebtor(s)
    
    Secured Party(ies)
    
    Registration
    
    Period (years)
    
    Collateral DescriptionNOVELIS 
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, VANOVELIS 
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 BarsNOVELIS 
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,
substitutions or
exchanges and any and
all products,
insurance and / or
other proceeds (cash
and non-cash) there
from




---



##### 



File No. and Date of
    
    Registration/RenewalDebtor(s)
    
    Secured Party(ies)
    
    Registration
    
    Period (years)
    
    Collateral DescriptionNOVELIS 
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 coveredNOVELIS 
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, A71,
PI020 AND/OR P0610 OR
ITS EQUIVALENT
(collectively, the
Product) stored
from time to time at
the storage facility
of Novelis
Corporation located
at (I) Novelis Oswego
Works, 448 County
Route 1 A, 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 of
    
    Registration/RenewalDebtor(s)
    
    Secured Party(ies)
    
    Registration
    
    Period (years)
    
    Collateral DescriptionNOVELIS 
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, A71,
P1020 AND/OR P0610 OR
ITS EQUIVALENT
(collectively, the
Product) stored
from time to time at
the storage facility
of NovelisCorporation located
at (1) Novelis Oswego
Works, 448 County
Route 1 A, Oswego,
NY, (2) Novelis BereaRecycling Plant, 302
Mayde Road, Berea,
NY, (3) NovelisGreensboro Recycling
Plant, Willow Run
Road, Greensboro, GA
and (4) NovelisRussellville Rolled
Products, Highway 431
North,Russelville, KY, and
(ii) all products of
such Product.NOVELIS 
CORPORATION, 
1261 WILLOW 
RUN RD 
GREENSBORO,
    
    AIR LIQUIDE
INDUSTRIAL U.S. 
LP 
18222 E 
PETROLEUM DR
    
    09-0002194005
JANUARY 23,
2009
    
    5 Years
    
    13,000 GALLON
NITROGEN VESSEL
SERIAL # 13354GA, USA 
30642
    
    BATON ROUGE,
LA, USA
70809
    
    
    
    
    
    3,000 GALLON 
ARGON VESSEL 
SERIAL #77-134-4NOVELIS 
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 44124
    
    ALCAN
PRIMARY
PRODUCTS
CORPORATION
6150 PARKLAND
BLVD STE #200
MAYFIELD
HEIGHTS, OH,
USA
44124
    
    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 66.7in. x 300in. and
28in. x 66.7in x
267in. maintained at
the warehouse of
Consignee located at
Logal Aluminum,
Russelville, Kentucky




---



##### 



File No. and Date of
    
    Registration/RenewalDebtor(s)
    
    Secured Party(ies)
    
    Registration
    
    Period (years)
    
    Collateral DescriptionNOVELIS 
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
    
    (I) VB8 CID2 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
FOREGOINGNOVELIS 
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, A71,
P1020 AND/OR P0610 OR
ITS EQUIVALENT
(collectively, the
Product) stored
from time to time at
the storage facility




---



##### 



File No. and Date of
    
    Registration/RenewalDebtor(s)
    
    Secured Party(ies)
    
    Registration
    
    Period (years)
    
    Collateral Descriptionof Novelis Corporation
located at (1)
Novelis Oswego Works,
448 County Route 1 A,
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 consigneeNOVELIS INC. 
6060 PARKLAND BLVD. 
CLEVELAND, OH, 
USA
    
    ALCAN 
PRIMARY 
PRODUCTSCORPORATION
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 of
    
    Registration/RenewalDebtor(s)
    
    Secured Party(ies)
    
    Registration
    
    Period (years)
    
    Collateral Description44124
    
    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
  EXISTING INTERCOMPANY INVESTMENTS
 Lender
    
    Borrower

    
    Currency
    
    
    Amount
    
    
    Issue Date
    
    
    MaturityNovelis Inc.
    
    Novelis Aluminium Holding Company
    
    EUR
    
    
    293,834,842.
    
    
    
    1/7/2005
    
    
    
    1/7/2015Novelis Inc.
    
    Novelis Luxembourg S.A.
    
    EUR
    
    
    15,000,000.
    
    
    
    2/3/2005
    
    
    
    2/3/2015Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    80,000,000.
    
    
    
    7/6/2007
    
    
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    5,000,000.
    
    
    
    7/6/2007
    
    
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    25,000,000.
    
    
    
    7/6/2007
    
    
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    25,000,000.
    
    
    
    7/6/2007
    
    
    
    5/31/2012Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    15,000,000.
    
    
    
    1/5/2008
    
    
    
    1/5/2013Novelis Inc.
    
    Novelis Aluminium Holding Company
    
    EUR
    
    
    87,291,599.
    
    
    
    7/10/2008
    
    
    
    2/3/2015Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    5,000,000.
    
    
    
    3/11/2008
    
    
    
    3/11/2013Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    30,000,000.
    
    
    
    8/4/2008
    
    
    
    8/4/2013Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    30,000,000.
    
    
    
    8/4/2008
    
    
    
    8/4/2013Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    20,000,000.
    
    
    
    8/4/2008
    
    
    
    8/4/2013Novelis Inc.
    
    Novelis AG
    
    EUR
    
    
    121,421,203.34
    
    
    
    11/4/2009
    
    
    
    1/13/2015Novelis AG
    
    Novelis Switzerland SA
    
    CHF
    
    
    60,000,000.
    
    
    
    12/29/2009
    
    
    
    12/29/2010Novelis Inc.
    
    Novelis do Brasil Ltda.
    
    USD
    
    
    15,000,000.
    
    
    
    12/29/2009
    
    
    
    9/15/2013Novelis Inc.
    
    Novelis Corporation
    
    USD
    
    
    50,000,000.
    
    
    
    5/20/2010
    
    
    
    5/20/2011Novelis do Brasil Ltda.
    
    Novelis Corporation
    
    USD
    
    
    15,000,000.
    
    
    
    6/25/2010
    
    
    
    12/31/2010Novelis Inc.
    
    Novelis Corporation
    
    USD
    
    
    226,000,000.
    
    
    
    7/9/2010
    
    
    
    7/8/2011




---



##### 



Lender
    
    Borrower
    
    
    Currency
    
    
    Amount
    
    
    Issue Date
    
    
    MaturityNovelis Inc.
    
    Novelis Corporation
    
    USD
    
    
    120,000,000.
    
    
    
    8/12/2010
    
    
    
    8/12/2011Novelis Europe Holdings Limited
    
    Novelis AG
    
    USD
    
    
    11,291,082.88
    
    
    
    9/30/2010
    
    
    
    12/30/2010Novelis do Brasil Ltda.
    
    Novelis Corporation
    
    USD
    
    
    20,000,000.
    
    
    
    9/30/2010
    
    
    
    3/31/2011Novelis Brand LLC
    
    Novelis Services Limited
    
    USD
    
    
    66,440,400.87
    
    
    
    9/28/2010
    
    
    
    7/6/2014Novelis No. 1 Limited Partnership
    
    Novelis Brand LLC
    
    USD
    
    
    106,440,400.87
    
    
    
    9/28/2010
    
    
    
    7/6/2014Novelis Technology AG
    
    Novelis AG
    
    CHF
    
    
    916,000.
    
    
    
    11/30/2010
    
    
    
    1/31/2011Novelis PAE S.A.S.
    
    Novelis AG
    
    EUR
    
    
    9,537,512.95
    
    
    
    12/9/2010
    
    
    
    12/23/2010Novelis Lamines France SAS
    
    Novelis AG
    
    EUR
    
    
    5,793,614.34
    
    
    
    12/15/2010
    
    
    
    1/14/2011Novelis AG
    
    Novelis Italia SpA
    
    EUR
    
    
    13,000,000.
    
    
    
    12/15/2010
    
    
    
    1/14/2011




---



##### 



Exhibit A
 ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 FAX ALONG WITH COMMITMENT LETTER TO:
    
    Bridgett J MandukFAX #
    415 503 5011I. Borrower Name:
    
    Novelis Inc.$
    
    
    
    Type of Credit Facility Term BII. Legal Name of Lender of Record for Signature Page:
 
 
    
    Signing Credit Agreement
    
    _____YES
    
    _____NO
    
    Coming in via Assignment
    
    _____YES
    
    _____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
    
    SecondaryCredit Contact
    
    Operations Contact
    
    Operations ContactName:Title:Address:Telephone:Facsimile:E Mail Address:
  
 1




---



##### 



ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 Letter of Credit
    
    Draft DocumentationContact
    
    Contact
    
    Legal CounselName: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)
 
 2




---



##### 



ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 IX. 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
    An original tax form must be submitted.
   Original tax form(s) must be
submitted
 
 3




---



##### 



ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
  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.
  Please mail or courier original form to:(BANK OF AMERICA)
    
    Credit Services Department. - Attn: Tax Desk
101 North Tryon St. Mail Code: NC1-001-15-03
Charlotte, NC 28255IRS 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.comOnce 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.pdfhttp://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.pdfhttp://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.pdfhttp://www.irs.gov/pub/irs-pdf/iw8ben.pdf
    
    Example: Loans booked with a foreign person such as BNP
Paribas, Paris, France, Allied Irish Bank, DublinInfrequently 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.pdfhttp://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.pdfhttp://www.irs.gov/pub/irs-pdf/iw8exp.pdf     Example: UNESCO
 
 X. Bank of America Payment Instructions:
 Pay to:
    
    ABA # 026009593Bank of America, New York, NYAccount # 1366212250600Account Name: Credit ServicesRef: Novelis Inc.
  
 4




---



##### 



EXHIBIT B
 Assignment and Assumption
 Assignment and Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee
 Assigned Interest
 1.
    
    Assignor:
    
    __________________________________________2.
    
    Assignee:
    
    __________________________________________
[and is an Affiliate/Approved Fund of [identify Lender]1]3.
    
    Borrower:
    
    Novelis, Inc.4.
    
    Administrative Agent:
    
    Bank of America, N.A., as administrative agent under the Credit Agreement5.
    
    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), by
and among NOVELIS INC., a corporation amalgamated under the Canada Business
Corporations Act, 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
 
 1
    
    Select as applicable. EXHIBIT B-1




---



##### 



given to it in the Credit Agreement), the Lenders from time to time
party thereto, BANK OF AMERICA, N.A., as Administrative Agent and as
Collateral Agent, and the other parties party thereto. 6.
    
    Assigned Interest:
 Aggregate Amount of
    
    
    Amount of [Term
    
    
    Percentage Assigned[Term Loan
    
    
    Loan Commitment]
    
    
    of [Term LoanCommitment] [Term
    
    
    [Term Loans]
    
    Commitment] [TermFacility Assigned
    
    Loans] for all Lenders
    
    
    Assigned
    
    
    Loans]2Term Loans
    
    $
    
    
    
    $
    
    
    
    
    %
 3
 
 2
    
    Set forth, to at least 9 decimals, as a
percentage of the applicable Commitment/Loans of all Lenders thereunder.3
    
    To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date. EXHIBIT B-2




---



##### 



4
  ASSIGNOR
     [NAME OF ASSIGNOR]By:Title:ASSIGNEE
     [NAME OF ASSIGNEE]By:Title:  [NOVELIS INC., as Borrower]5By:Name:Title:BANK OF AMERICA, N.A.,
      as Administrative AgentBy:Name:Title: 
 4
    
    This date may not be fewer than 5 Business
days after the date of assignment unless the Administrative Agent otherwise
agrees.5
    
    To be added only if the approval of such
person is required by the terms of the Credit Agreement. EXHIBIT B-3




---



##### 



Assignor
 Assignee Exhibit A Sections 2.16(c) 11.02(d) 11.04
 EXHIBIT B-ANNEX 1-1




---



##### 



genehmigt
 Payments
 General Provisions pdf
 EXHIBIT B-ANNEX 1-2




---



##### 



EXHIBIT C
 BORROWING REQUEST
 
  NOVELIS
   Credit Agreement
 (A)
    
    Principal amount of Borrowing1(B)
    
    Date of Borrowing (which is a Business Day)(C)
    
    Type of Borrowing
    
    [Base Rate] [Eurodollar Rate](D)
    
    Interest Period and the last day thereof2(F)
    
    Funds are requested to be disbursed to 
          Borrowers account with [_________]
          (Account No.          
).
  
 1
    
    Base Rate Loans and Eurodollar Rate Loans must
be in an amount that is at least $5,000,000 and an integral multiple of
$1,000,000 or, if less, equal to the remaining available balance of the
applicable Commitments.2
    
    Shall be subject to the definition of
Interest Period in the Credit Agreement. EXHIBIT C-1




---



##### 



Signature Page Follows
 EXHIBIT C-2




---



##### 



NOVELIS INC., as BorrowerBy:Name:Title: EXHIBIT C-3




---



##### 



EXHIBIT D
 Form of
COMPLIANCE CERTIFICATE
 Credit
Agreement
 Schedule 1 1
 Schedule 2 2
 3
 Schedule 3
 Schedule 4 4
 Schedule 5 5
 
 1
    
    To accompany annual financial statements
only.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 the corrective action taken
or proposed to be taken with respect thereto (include, as applicable,
information regarding actions, if any, taken since prior certificate).4
    
    Specify which clause of Section 6.04(r) such
Investment was made pursuant to and calculate in reasonable detail the amount
of the Cumulative Credit or Annual Credit, as applicable, immediately prior to
such election and the amount thereof elected to be so applied, the Total Net
Leverage Ratio and, in the case of Investments made pursuant to Section
6.04(r)(iii), the amount of Liquidity.5
    
    Specify which clause of Section 6.08(d) such
Dividend was made pursuant to and calculate in reasonable detail the amount of
the Cumulative Credit or Annual Credit, as applicable, immediately prior to
such election and the amount thereof elected to be so applied, the Total Net
Leverage Ratio and, in the case of Dividends made pursuant to Section
6.04(d)(ii), the amount of Liquidity. EXHIBIT D-1




---



##### 



Schedule 6 6
 Signature Page Follows
 
 6
    
    Specify which clause of Section 6.11(a) such
Permitted Prepayment was made pursuant to and calculate in reasonable detail
the amount of the Cumulative Credit or Annual Credit, as applicable,
immediately prior to such election and the amount thereof elected to be so
applied, the Total Net Leverage Ratio and, in the case of a Permitted
Prepayment made pursuant to Section 6.11(a)(B), the amount of Liquidity. EXHIBIT D-2




---



##### 



[        
       
       
       
       
       
       
       
       ]By:Name:Title:
    [Financial Officer] EXHIBIT D-3




---



##### 



SCHEDULE 1
 Excess Cash Flow
 EXHIBIT D-SCHEDULE 1-1




---



##### 



SCHEDULE 2
 
 EXHIBIT D-SCHEDULE 2-1




---



##### 



SCHEDULE 3
 
 EXHIBIT D-SCHEDULE 3-1




---



##### 



EXHIBIT E
 INTEREST ELECTION REQUEST
 
 Attention: Bridgett Manduk
  Novelis
  Credit Agreement
 1 Interest Election
Date
    2
   
 1
    
    Shall be a Business Day that is (i) three
Business Days following the date of this Interest Election Request in the case
of conversion into/continuation of Eurodollar Rate Loans to the extent this
Interest Election Request is delivered to the Administrative Agent not later
than 11:00 a.m., New York City time on the date hereof, otherwise the fourth
Business Day following the date of delivery hereof or (ii) the date of this
Interest Election Request in the case of a conversion into Base Rate Loans to
the extent this Interest Election Request is delivered to the Administrative
Agent not later than 11:00 a.m., New York City time on the date hereof,
otherwise the Business Day following the date of delivery hereof.2
    
    Or, if acceptable to each Lender, nine or
twelve months. EXHIBIT E-1




---



##### 



Signature Page Follows
 EXHIBIT E-2




---



##### 



NOVELIS INC.,as BorrowerBy:Name:Title: EXHIBIT E-3




---



##### 



EXHIBIT F
 JOINDER AGREEMENT
 Credit Agreement
   New Guarantor Joinder
Agreement
  Guarantee
 Representations and Warranties
 Severability
 Counterparts pdf
 EXHIBIT F-1




---



##### 



No Waiver
 Notices
 Governing Law
 Signature Pages Follow
 EXHIBIT F-2




---



##### 



[NEW GUARANTOR]By:Name:Title:Address for Notices:
BANK OF AMERICA, N.A.,

    as Administrative Agent and as Collateral AgentBy:Name:Title:Bank of America, N.A.,
as Administrative Agent
1455 Market Street
San Francisco, CA 94103
Fax: 415-503-5011

Attention: Bridgett Manduk EXHIBIT F-3




---



##### 



EXHIBIT F-4




---



##### 



Exhibit G
 LANDLORDS LIEN WAIVER, ACCESS AGREEMENT AND CONSENT
  R E C I T A L S
 Schedule
A
 Schedule B
 1 2
 3
 4
 
 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 Borrower if Lessee is not the
borrower under the Credit Agreement.3
    
    Delete this recital if Lessee is a borrower
under the Credit Agreement.4
    
    Delete this recital if Lessee is a borrower
under the Credit Agreement.




---



##### 



5
  A G R E E M E N T
   Schedule
B Schedule
B
 
 5
    
    Include bracketed language if Leased Premises
are to be mortgaged. -2-




---



##### 



provided
 6 7
 provided however
 
 6
    
    Include bracketed language if Leased Premises
are to be mortgaged.7
    
    Include bracketed language if Leased Premises
are to be mortgaged. -3-




---



##### 



-4-




---



##### 



8
 Signature Page Follows
 
 8
    
    Include bracketed language if Leased
Premises are to be mortgaged. -5-




---



##### 



as LandlordBy:Name:Title:BANK OF AMERICA, N.A.,
as Collateral AgentBy:Name:Title:




---



##### 



Schedule A
 Description of Real Property




---



##### 



Schedule B
 Description of Leases
 Location/Lessor
    
    Lessee
    
    Dated
    
    Modification
    
    Property Address




---



##### 



Exhibit H
[INTENTIONALLY OMITTED]




---



##### 



EXHIBIT I
 LENDER ADDENDUM
 Credit Agreement
 Section 11.15
  pdf
 EXHIBIT I-1




---



##### 



,as a Lender
[Please type legal name of Lender above]By:Name:Title:[If second signature is necessary:]By:Name:Title: EXHIBIT I-2




---



##### 



By:Name:Title:BANK OF AMERICA, N.A.,
as Administrative AgentBy:Name:Title: EXHIBIT I-3




---



##### 



Schedule 1
 COMMITMENTS AND NOTICE ADDRESS
 1.
    
    Name of Lender:Notice Address:Attention:Telephone:Facsimile:2.
    
    Commitment:
 EXHIBIT I-4




---



##### 



Exhibit J
 1
 
 
          
 
 
 
 
 1
    
    TO BE INCLUDED ONLY IN MORTGAGE
RECORDING TAX STATES.




---



##### 



PagePREAMBLE
    
    
    1RECITALS
    
    
    1AGREEMENT
    
    
    2ARTICLE I.DEFINITIONS AND INTERPRETATIONSECTION 1.1. Definitions
    
    
    1SECTION 1.2. Interpretation
    
    
    5ARTICLE II.GRANTS AND SECURED OBLIGATIONSSECTION 2.1. Grant of Mortgaged Property
    
    
    5SECTION 2.2. Assignment of Leases and Rents
    
    
    6SECTION 2.3. Secured Obligations
    
    
    6SECTION 2.4. Future Advances
    
    
    6SECTION 2.5. Secured Amount
    
    
    7SECTION 2.6. Last Dollar Secured
    
    
    7SECTION 2.7. No Release
    
    
    7ARTICLE III.REPRESENTATIONS AND WARRANTIES OF MORTGAGORSECTION 3.1. Warranty of Title
    
    
    8SECTION 3.2. Condition of Mortgaged Property
    
    
    8SECTION 3.3. Property Charges
    
    
    9ARTICLE IV.CERTAIN COVENANTS OF MORTGAGORSECTION 4.1. Payment and Performance
    
    
    9SECTION 4.2. Title
    
    
    9SECTION 4.3. Inspection
    
    
    10SECTION 4.4. Limitation on Liens; Transfer Restrictions
    
    
    10SECTION 4.5. Insurance
    
    
    10
 -i-




---



##### 



PageARTICLE V.CONCERNING ASSIGNMENT OF LEASES AND RENTSSECTION 5.1. Present Assignment; License to the Mortgagor
    
    
    10SECTION 5.2. Collection of Rents by the Mortgagee
    
    
    11SECTION 5.3. Irrevocable Interest
    
    
    12ARTICLE VI.TAXES AND CERTAIN STATUTORY LIENSSECTION 6.1. Payment of Property Charges
    
    
    12SECTION 6.2. Stamp and Other Taxes
    
    
    12SECTION 6.3. Certain Tax Law Changes
    
    
    12SECTION 6.4. Proceeds of Tax Claim
    
    
    12ARTICLE VII.CASUALTY EVENTS AND RESTORATIONSECTION 7.1. Casualty Event
    
    
    13SECTION 7.2. Condemnation
    
    
    13SECTION 7.3. Restoration
    
    
    13ARTICLE VIII.EVENTS OF DEFAULT AND REMEDIESSECTION 8.1. Remedies in Case of an Event of Default
    
    
    13SECTION 8.2. Sale of Mortgaged Property if Event of Default Occurs; Proceeds of Sale
    
    
    14SECTION 8.3. Additional Remedies in Case of an Event of Default
    
    
    15SECTION 8.4. Legal Proceedings After an Event of Default
    
    
    16SECTION 8.5. Remedies Not Exclusive
    
    
    17ARTICLE IX.SECURITY AGREEMENT AND FIXTURE FILINGSECTION 9.1. Security Agreement
    
    
    17SECTION 9.2. Fixture Filing
    
    
    18ARTICLE X.FURTHER ASSURANCESSECTION 10.1. Recording Documentation To Assure Security
    
    
    18
 -ii-




---



##### 



PageSECTION 10.2. Further Acts
    
    
    19SECTION 10.3. Additional Security
    
    
    19ARTICLE XI.MISCELLANEOUSSECTION 11.1. Covenants To Run with the Land
    
    
    19SECTION 11.2. No Merger
    
    
    20SECTION 11.3. Concerning Mortgagee
    
    
    20SECTION 11.4. Mortgagee May Perform
    
    
    21SECTION 11.5. Continuing Security Interest; Assignment
    
    
    21SECTION 11.6. Termination; Release
    
    
    21SECTION 11.7. Modification in Writing
    
    
    22SECTION 11.8. Notices
    
    
    22SECTION 11.9. GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
    
    
    22SECTION 11.10. Severability of Provisions
    
    
    23SECTION 11.11. Relationship
    
    
    23SECTION 11.12. No Credit for Payment of Taxes or Impositions
    
    
    23SECTION 11.13. No Claims Against the Mortgagee
    
    
    23SECTION 11.14. Mortgagees Right To Sever Indebtedness
    
    
    23ARTICLE XII.INTERCREDITOR AGREEMENTSECTION 12.1. Intercreditor Agreement
    
    
    25SECTION 12.2. Credit Agreement
    
    
    25ARTICLE XIII.LEASESSECTION 13.1. Mortgagors Affirmative Covenants with Respect to Leases
    
    
    25SECTION 13.2. Mortgagors Negative Covenants with Respect to Leases
    
    
    25ARTICLE XIV.LOCAL LAW PROVISIONS
    -iii-




---



##### 



Mortgage Mortgagor Mortgagee
 R E C I T A L S
 Credit
Agreement Borrower
    A G R E E M E N T
   DEFINITIONS AND INTERPRETATION
 Definitions




---



##### 



Allocated Indebtedness Section 11.14(i)
 Allocation Notice Section 11.14(i)
 Bankruptcy Code Section 5.1(ii)
 Collateral Section 11.14(i)
 Contracts
 Credit Agreement Recital A
 Default Rate Section 2.06(c)
 Fixtures
 Improvements
 -2-




---



##### 



Insurance Policies
 Land Schedule A
 Landlord
 Leases
 Mortgage
 Mortgaged Property Section 2.1
 Mortgagee
 Mortgagor
 Mortgagors Interest Section 2.2
 Permit
 -3-




---



##### 



Premises
 Proceeds
 Property Charges
 Property Material Adverse Effect
 Prudent Operator
 Records
 Rents
 -4-




---



##### 



Tenant
 UCC provided however
 Interpretation
  GRANTS AND SECURED OBLIGATIONS
 Grant of Mortgaged Property Mortgaged Property
          Section 2.1
 -5-




---



##### 



provided however provided further
  Assignment of Leases and Rents Article V Mortgagors
Interest
     Secured Obligations
 Future Advances
 -6-




---



##### 



Secured Amount [If state has mortgage tax, use the agreed upon value of the property] Secured Amount
 Last Dollar Secured
 No Release Section 2.7
 -7-




---



##### 



REPRESENTATIONS AND WARRANTIES OF MORTGAGOR
 Warranty of Title
    Condition of Mortgaged Property
   Section 4.01(o)(ix) Section 5.04(c)
 -8-




---



##### 



Property Charges
  CERTAIN COVENANTS OF MORTGAGOR
 Payment and Performance
 Title
    -9-




---



##### 



Section 2.10
  Inspection provided
 Limitation on Liens; Transfer Restrictions
   Insurance
  CONCERNING ASSIGNMENT OF LEASES AND RENTS
 Present Assignment; License to the Mortgagor
 Section 2.2
 -10-




---



##### 



Bankruptcy Code
  Collection of Rents by the Mortgagee
 Section 8.03
  -11-




---



##### 



Irrevocable Interest
  TAXES AND CERTAIN STATUTORY LIENS
 Payment of Property Charges
 Stamp and Other Taxes Section 2.15(c)
 Certain Tax Law Changes provided
 Proceeds of Tax Claim
 -12-




---



##### 



CASUALTY EVENTS AND RESTORATION
 Casualty Event Section 2.10
 Condemnation
 Restoration
  EVENTS OF DEFAULT AND REMEDIES
 Remedies in Case of an Event of Default
  -13-




---



##### 



Section 8.03
 Section 8.2
  Sale of Mortgaged Property if Event of Default Occurs; Proceeds of Sale
  -14-




---



##### 



Article VIII Article VIII Section 8.03
 Article VIII
  Section 8.2
 Additional Remedies in Case of an Event of Default
 provided however
 -15-




---



##### 



Section 8.3 Section 8.2(ii)
 Legal Proceedings After an Event of Default
    -16-




---



##### 



Article VIII
 Remedies Not Exclusive
  SECURITY AGREEMENT AND FIXTURE FILING
 Security Agreement
 -17-




---



##### 



Fixture Filing
 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.
   FURTHER ASSURANCES
 Recording Documentation To Assure Security
 -18-




---



##### 



Further Acts Section 10.2
 Additional Security
  MISCELLANEOUS
 Covenants To Run with the Land
 -19-




---



##### 



No Merger
 Concerning Mortgagee
     -20-




---



##### 



Mortgagee May Perform Section 11.03 Section 11.4 Section 11.4
 Continuing Security Interest; Assignment
 Termination; Release
 -21-




---



##### 



Modification in Writing
 Notices Section 11.8.
 GOVERNING LAW; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
 -22-




---



##### 



Severability of Provisions
 Relationship
 No Credit for Payment of Taxes or Impositions
 No Claims Against the Mortgagee
 Mortgagees Right To Sever Indebtedness
 Collateral Allocation Notice
 -23-




---



##### 



Allocated
Indebtedness Section 11.14 Section 8.03
  Section 11.14
 Section 11.14
 -24-




---



##### 



INTERCREDITOR AGREEMENT
 Intercreditor Agreement INTERCREDITOR
AGREEMENT Language to be confirmed once Credit Agreement is finalized.
 Credit Agreement
  LEASES
 Mortgagors Affirmative Covenants with Respect to Leases
    Mortgagors Negative Covenants with Respect to Leases
 -25-




---



##### 



(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;
      LOCAL LAW PROVISIONS
   -26-




---



##### 



NOVELIS CORPORATION,
a Texas corporationBy:Name:Title:




---



##### 



State of _______________
    
    )) ss.:County of _____________
    
    )




---



##### 



Schedule A




---



##### 



EXHIBIT K
 TERM LOAN NOTE
 $_______________
    
    New York, New York
[Date]
 Borrower Lender Section 2.14 Section 2.06
 Section 2.08 provided
 Credit Agreement




---



##### 



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.




---



##### 



NOVELIS INC.,
as BorrowerBy:Name:Title:




---



##### 



Exhibit L-1
 PERFECTION CERTIFICATE
 Credit Agreement
  Names
 Schedule 1(a) Schedule 1(a) Schedule 1(a) Schedule 1(a) Schedule 1(a)
 Schedule 1(b)
 Schedule 1(c) Schedule 1(c) Section 1 Schedule 1(c)
 Current Locations Schedule 2(a)
 Schedule 2(b)
 Schedule 2(c)
 Schedule 2(d)




---



##### 



Schedule 2(e)
 Prior Locations Schedule 3 Schedule 2(a) Schedule 2(b) , Schedule 2(c) , Schedule 2(d) Schedule 2(e)
 Extraordinary Transactions Schedule 4
 File Search Reports Schedule 5 Filing Offices Schedule 1(c) Schedule 4 Schedule (1)(c) Schedule 4 Schedule 8
 Collateral Filings Collateral Filings Schedule 6 Schedule 7
 Schedule of Filings Schedule 7 Schedule 6 Schedule 12(c) Pledged Collateral Schedule 12(b)
 Real Property Schedule 8(a) Schedule 8(b)




---



##### 



Schedule 8(a)
 Termination Statements Schedule 9(a) Schedule 9(b)
 Equity Ownership and Other Equity Investments Schedule
10 Schedule 10 Schedule 10
 Instruments and Tangible Chattel Paper; Advances Schedule 11(a)
 Schedule 11(b)
 Intellectual Property Schedule 12(a) provided Schedule 12(b) provided
 Schedule 12(c)




---



##### 



Schedule 12(a) Schedule 12(b)
 Commercial Tort Claims Schedule 13
 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 14
 Letter-of-Credit Rights Schedule 15
 No Change Sections 1 15 Schedule 16
 The remainder of this page has been intentionally left blank




---



##### 



IN WITNESS WHEREOF
 NOVELIS CORPORATIONBy:Name:Title:NOVELIS PAE CORPORATIONBy:Name:Title:NOVELIS INC.By:Name:Title:NOVELIS UK LTDBy:Name:Title:




---



##### 



NOVELIS AGBy: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 PARTNERSHIPBy: 4260848 CANADA INC.Its: General PartnerBy:Name:Title:




---



##### 



NOVELIS BRAND LLCBy:Name:Title:NOVELIS SOUTH AMERICA HOLDINGS LLCBy:Name:Title:ALUMINUM UPSTREAM HOLDINGS LLCBy:Name:Title:NOVELIS EUROPE HOLDINGS LIMITEDBy:Name:Title:NOVELIS DEUTSCHLAND GMBHBy:Name:Title:NOVELIS SWITZERLAND SABy:Name:Title:




---



##### 



NOVELIS TECHNOLOGY AGBy:Name:Title:AV METALS INC.By:Name:Title:NOVELIS DO BRASIL LTDA.By:Name:Title:NOVELIS SERVICES LIMITEDBy:Name:Title:NOVELIS MADEIRA, UNIPESSOAL, LDABy: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 LLCBy:Name:Title:NOVELIS NORTH AMERICA
HOLDINGS INC.By:Name:Title:




---



##### 



Schedule 1(a)   Legal Names, Etc .
 Federal EmployerRegistered Organization
    
    
    
    Identification Number (orLegal Name
    
    Type of Entity
    
    (Yes/No)
    
    Organizational Numbera
    
    equivalent)a
    
    Jurisdiction of Organization
 
 a
    
    If none, so state. -10-




---



##### 



Schedule 1(b)   Prior Organizational Names
 Loan Party
    
    Prior Name
    
    Date of Change
 -11-




---



##### 



Schedule 1(c)   Changes in Identity; Other Names
 List of All OtherNames Used DuringLoan Party
    
    Name of Entity
    
    Action
    
    Date of Action
    
    State of Formation
    
    Past Five Years
  -12-




---



##### 



Schedule 2(a)   Chief Executive Offices
 Loan Party
    
    Address
    
    County
    
    State
    
    Country
 -13-




---



##### 



Schedule 2(b)   Location of Books
 Loan Party
    
    Address
    
    County
    
    State
    
    Country
 -14-




---



##### 



Schedule 2(c)   Other Places of Business
 Loan Party
    
    Address
    
    County
    
    State
    
    Country
 -15-




---



##### 



Schedule 2(d)   Additional Locations of Equipment and Inventory
 Loan Party
    
    Address
    
    County
    
    State
    
    Country
 -16-




---



##### 



Schedule 2(e)   Locations of Collateral in Possession of Persons Other Than Any Loan Party
 Name of Entity inPossession ofCollateral/Capacity
    
    Address/Location ofLoan Party
    
    of such Entity
    
    Collateral
    
    County
    
    State
    
    Country
 -17-




---



##### 



Schedule 3   Prior Locations Maintained by Loan Parties
 
 Loan Party
    
    Address
    
    County
    
    State
    
    Country
 -18-




---



##### 



Schedule 4   Transactions Other Than in the Ordinary Course of Business
 Description of TransactionLoan Party
    
    Including Parties Thereto
    
    Date of Transaction
 -19-




---



##### 



Schedule 5   File Search Reports
 Loan Party
    
    Search Report dated
    
    Prepared by
    
    Jurisdiction
 See attached.
 -20-




---



##### 



Schedule 6   Copy of Collateral Filings To Be Filed
 See attached.
 -21-




---



##### 



Schedule 7   Filings/Filing Offices
 Applicable SecurityDocument[Mortgage, SecurityType of Filinga
    
    Entity
    
    Agreement or Other]
    
    Jurisdictions
 
 a
    
    UCC-1 financing statement, fixture
filing, mortgage, intellectual property filing or other necessary filing. -22-




---



##### 



Schedule 8(a)
 Real Property
 Landlord/Owner if
    
    Description ofEntity of Record
    
    Location Address
    
    Owned or Leased
    
    Leased
    
    Lease Documents
 -23-




---



##### 



Schedule 8(a)
 Leases, Subleases, Tenancies, Franchise agreements, Licenses or Other Occupancy Arrangements
 -24-




---



##### 



Schedule 9(a)
 Attached hereto is a true copy of each termination statement filing duly acknowledged or otherwise
identified by the filing officer.
 -25-




---



##### 



Schedule 9(b)   Termination Statement Filings
 Type of
    
    
    
    CollateralCollateral Filing
    
    Collateral
    
    FilingDebtor
    
    Jurisdiction
    
    Secured Party
    
    Type of Collateral
    
    [UCC-1, etc.]
    
    Filing Date
    
    Number
 -26-




---



##### 



Schedule 10   Equity Ownership and Other Equity Investments
 
 Record Owner(Beneficial
    
    
    
    No. of Shares or
    
    No. of Shares or
    
    
    
    No. Shares CoveredOwner,
    
    
    
    Interests
    
    Interests
    
    
    
    by Warrants;Loan Party
    
    Issuer
    
    Type of Organization
    
    if different)
    
    Certificate No.
    
    Owned
    
    Outstanding
    
    Percentage Ownership
    
    Options
 
 2.
    
    Organizational Structure Chart: See attached.
 -27-




---



##### 



Schedule 11(a)   Instruments and Tangible Chattel Paper
  Entity
    
    Principal Amount
    
    Date of Issuance
    
    Interest Rate
    
    Maturity Date
  -28-




---



##### 



Schedule 11(b)   Advances
  Noteholder
    
    Obligor
    
    Principal Amount
    
    Date of Issuance
    
    Maturity Date
  Companies(Advanced to/Advanced by)
    

    Amount of Advances
 -29-




---



##### 



Schedule 12(a)   Patents and Trademarks
 UNITED STATES PATENTS:
  OWNER
    
    REGISTRATION NUMBER
    
    DESCRIPTION
  OWNER
    
    APPLICATION NUMBER
    
    DESCRIPTION
  LICENSEE
    
    LICENSOR
    
    REGISTRATION/ APPLICATION
NUMBER
    
    DESCRIPTION
 CANADIAN PATENTS:
  OWNER
    
    REGISTRATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION
  OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION
 -30-




---



##### 



LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    REGISTRATION/APPLICATION
NUMBER
    
    DESCRIPTION
 [      ] PATENTS:
  OWNER
    
    REGISTRATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION
  OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION
  LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    REGISTRATION/APPLICATION
NUMBER
    
    DESCRIPTION
 UNITED STATES TRADEMARKS:
  OWNER
    
    REGISTRATION NUMBER
    
    TRADEMARK
  OWNER
    
    APPLICATION NUMBER
    
    TRADEMARK
 -31-




---



##### 



LICENSEE
    
    LICENSOR
    
    REGISTRATION/APPLICATION
NUMBER
    
    TRADEMARK
 CANADIAN TRADEMARKS:
  OWNER
    
    REGISTRATION
NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK
  OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK
  LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    REGISTRATION/APPLICATION
NUMBER
    
    TRADEMARK
 [      ] TRADEMARKS:
  OWNER
    
    REGISTRATION NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK
 -32-




---



##### 



OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK
  LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    REGISTRATION/APPLICATION
NUMBER
    
    TRADEMARK
 -33-




---



##### 



Schedule 12(b)   Copyrights
 UNITED STATES COPYRIGHTS
  OWNER
    
    TITLE
    
    REGISTRATION NUMBER
  OWNER
    
    APPLICATION NUMBER
  LICENSEE
    
    LICENSOR
    
    REGISTRATION/APPLICATION
NUMBER
    
    DESCRIPTION
 CANADIAN COPYRIGHTS
  OWNER
    
    COUNTRY/STATE
    
    TITLE
    
    REGISTRATION NUMBER
  OWNER
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
 -34-




---



##### 



LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    REGISTRATION/APPLICATION
NUMBER
    
    DESCRIPTION
 [      ] COPYRIGHTS
  OWNER
    
    COUNTRY/STATE
    
    TITLE
    
    REGISTRATION NUMBER
  OWNER
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
  LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    REGISTRATION/APPLICATION
NUMBER
    
    DESCRIPTION
 -35-




---



##### 



Schedule 12(c)   Intellectual Property Filings
 -36-




---



##### 



Schedule 13   Commercial Tort Claims
 -37-




---



##### 



Schedule 14   Deposit Accounts, Securities Accounts and Commodity Accounts
 OWNER
    
    TYPE OF ACCOUNT
    
    BANK OR INTERMEDIARY
    
    ACCOUNT NUMBERS
  OWNER
    
    TYPE OF ACCOUNT
    
    BANK OR INTERMEDIARY
    
    ACCOUNT NUMBERS
 -38-




---



##### 



Schedule 15   Letter of Credit Rights
 -39-




---



##### 



Schedule 16   Changes from Circumstances Described in Perfection Certificate
 -40-




---



##### 



EXHIBIT L-2
 PERFECTION CERTIFICATE SUPPLEMENT
 Credit Agreement
 Prior Perfection
Certificate
 Names Schedule 1(a) Schedule 1(a) Schedule 1(a) Schedule 1(a) Schedule 1(a) Schedule 1(a)
 Schedule 1(b) Schedule 1(b)
 Schedule 1(c) Schedule 1(c) Schedule 1(c) Schedule 1(c)




---



##### 



Current Locations Schedule 2(a) 1 2 Schedule 2(a)
 Schedule 2(b) Schedule 2(b)
 Schedule 2(c) Schedule 2(c)
 Schedule 2(d) Schedule 2(d)
 Schedule 2(e) Schedule 2(e)
 Intentionally omitted
 Extraordinary Transactions Schedule 4 Schedule 4
 [Intentionally omitted
 [Collateral Filings 3 4 Schedule 6
 
 1
    
    Delete in U.K. Perfection Certificate
Supplement.2
    
    Insert in U.K. Perfection Certificate
Supplement.3
    
    Insert in Swiss, German and Brazilian
Perfection Certificate Supplements.4
    
    Insert in U.S., Canadian and Irish Perfection
Certificate Supplements. -2-




---



##### 



Collateral Filings Schedule 6 Schedule 7 5 Intentionally Omitted 6
 Schedule of Filings 7 8 Schedule 7 Schedule 7 Schedule 6 Schedule 12 Pledged Collateral 9 10 Section 12(b) 11
 Schedule 7 Schedule 7 Collateral Filings Section
12(b) 12
 
 5
    
    Delete in U.K. Perfection Certificate
Supplement.6
    
    Insert in U.K. Perfection Certificate
Supplement.7
    
    Insert in Swiss, German and Brazilian
Perfection Certificate Supplements.8
    
    Insert in U.S., Canadian and Irish Perfection
Certificate Supplements.9
    
    Delete in German Perfection Certificate
Supplement.10
    
    Insert in German Perfection Certificate
Supplement.11
    
    Delete in U.K. Perfection Certificate
Supplement.12
    
    Insert in U.K. Perfection Certificate
Supplement. -3-




---



##### 



Real Property Schedule 8(a) Schedule 8(a) 13 14 Section
5.11(c) 15 Section 5.11(c) 16 Schedule 8(b) Schedule 8(a) Schedule 8(a) Schedule 8(b)
 Intentionally Omitted
 Equity Ownership and Other Equity Investments Schedule
10(a) Schedule 10(a) Schedule 10(b) Schedule 10(b) Schedule 10 Schedule 10
 Instruments and Tangible Chattel Paper; Advances Schedule 11(a) Schedule 11(a)
 
 13
    
    Delete in U.K. Perfection Certificate
Supplement.14
    
    Insert in U.K. Perfection Certificate
Supplement.15
    
    Delete in U.K. Perfection Certificate
Supplement.16
    
    Insert in German Perfection Certificate
Supplement. -4-




---



##### 



Schedule 11(b) Schedule 11(b) 17
 Intellectual Property Schedule 12(a) Schedule 12(a) provided 18 Schedule
12(b) Schedule12(b) provided
 Schedule 12(c) Schedule 7 Schedule 7 Schedule 12(c) Schedules 12(a) 12(b) Schedules 12(a) 12(b) Schedules 12(a) 12(b) Schedules 12(a) 12(b)
 
 17
    
    Insert in U.K. and Swiss Perfection
Certificate Supplements18
    
    Substitute in the U.K. Perfection
Certificate Intellectual Property specified in and charged and/or assigned
under the U.K. Security Agreement -5-




---



##### 



Schedules 12(a) 12(b)
 Commercial Tort Claims Schedule 13 Schedule 13 19 Intentionally Omitted 20
 Deposit Accounts, Securities Accounts and Commodity
Accounts]21 [Securities Accounts]22 Schedule 14 Schedule 14 23 24
 Letter-of-Credit Rights Schedule 15 Schedule 15
 No Change Sections 1 15 Schedule 16
  
 19
    
    Delete in U.K. Perfection Certificate
Supplement.20
    
    Insert in U.K. Perfection Certificate
Supplement.21
    
    Delete in U.K. Perfection Certificate
Supplement.22
    
    Insert in U.K. Perfection Certificate
Supplement.23
    
    Delete in U.K. Perfection Certificate
Supplement.24
    
    Insert in U.K. Perfection Certificate
Supplement. -6-




---



##### 



IN WITNESS WHEREOF
 [_____________________]25By:Name:Title: 
 25
    
    Insert Loan Party names. -7-




---



##### 



Schedule 1(a)  Legal Names, Etc .
 Federal EmployerRegistered Organization
    
    
    
    Identification Number (orLegal Name
    
    Type of Entity
    
    (Yes/No)
    
    Organizational Numbera
    
    equivalent)a
    
    Jurisdiction of Organization
 
 a
    
    If none, so state. -8-




---



##### 



Schedule 1(b)
 Prior Organizational Names
 Loan Party
    
    Prior Name
    
    Date of Change




---



##### 



Schedule 1(c)
 Changes in Identity; Other Names
 List of All OtherNames Used DuringLoan Party
    
    Name of Entity
    
    Action
    
    Date of Action
    
    State of Formation
    
    Past Five Years




---



##### 



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 inPossession ofCollateral/Capacity
    
    Address/Location ofLoan Party
    
    of such Entity
    
    Collateral
    
    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 6
 Copy of Collateral Filings To Be Filed
 See attached.




---



##### 



Schedule 7
 Filings/Filing Offices
 Applicable SecurityDocument[Mortgage, SecurityType 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
 Landlord/Owner if
    
    Description ofEntity of Record
    
    Location Address
    
    Owned or Leased
    
    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 CollateralFiling [UCC-1,
    
    Collateral Filing
    
    Collateral FilingDebtor
    
    Jurisdiction
    
    Secured Party
    
    Type of Collateral
    
    etc.]
    
    Date
    
    Number




---



##### 



Schedule 10
 Equity Ownership and Other Equity Investments
 
 Record Owner
    
    
    
    No. of Shares or
    
    No. of Shares or
    
    
    
    No. Shares Covered(Beneficial Owner,
    
    
    
    Interests
    
    Interests
    
    
    
    by Warrants;Loan Party
    
    Issuer
    
    Type of Organization
    
    if different)
    
    Certificate No.
    
    Owned
    
    Outstanding
    
    Percentage Ownership
    
    Options
  See attached.




---



##### 



Schedule 11(a)
 Instruments and Tangible Chattel Paper
  Entity
    
    Principal Amount
    
    Date of Issuance
    
    Interest Rate
    
    Maturity Date




---



##### 



Schedule 11(b)
 Advances
  Noteholder
    
    Obligor
    
    Principal Amount
    
    Date of Issuance
    
    Maturity Date
  Companies(Advanced to/Advanced by)
    
    Amount of Advances




---



##### 



Schedule 12(a)
 Patents and Trademarks
 UNITED STATES PATENTS:
  OWNER
    
    REGISTRATION NUMBER
    
    DESCRIPTION
  OWNER
    
    APPLICATION NUMBER
    
    DESCRIPTION
  REGISTRATION/ APPLICATIONLICENSEE
    
    LICENSOR
    
    NUMBER
    
    DESCRIPTION
 CANADIAN PATENTS:
  OWNER
    
    REGISTRATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION
  OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION




---



##### 



REGISTRATION/LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
    
    DESCRIPTION
 [     ] PATENTS:
  OWNER
    
    REGISTRATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION
  OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    DESCRIPTION
  REGISTRATION/LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
    
    DESCRIPTION
 UNITED STATES TRADEMARKS:
  OWNER
    
    REGISTRATION NUMBER
    
    TRADEMARK
  OWNER
    
    APPLICATION NUMBER
    
    TRADEMARK




---



##### 



LICENSEE
    
    LICENSOR
    
    REGISTRATION/ APPLICATION NUMBER
    
    TRADEMARK
 CANADIAN TRADEMARKS:
  OWNER
    
    REGISTRATION NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK
  OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK
  REGISTRATION/LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
    
    TRADEMARK
 [ ] TRADEMARKS:
  OWNER
    
    REGISTRATION NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK
  OWNER
    
    APPLICATION NUMBER
    
    COUNTRY/STATE
    
    TRADEMARK




---



##### 



REGISTRATION/LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
    
    TRADEMARK




---



##### 



Schedule 12(b)  Copyrights
 UNITED STATES COPYRIGHTS
  OWNER
    
    TITLE
    
    REGISTRATION NUMBER
  OWNER
    
    APPLICATION NUMBER
  REGISTRATION/ APPLICATIONLICENSEE
    
    LICENSOR
    
    NUMBER
    
    DESCRIPTION
 CANADIAN COPYRIGHTS
  OWNER
    
    COUNTRY/STATE
    
    TITLE
    
    REGISTRATION NUMBER
  OWNER
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
  REGISTRATION/LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
    
    DESCRIPTION




---



##### 



[ ] COPYRIGHTS
  OWNER
    
    COUNTRY/STATE
    
    TITLE
    
    REGISTRATION NUMBER
  OWNER
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
  REGISTRATION/LICENSEE
    
    LICENSOR
    
    COUNTRY/STATE
    
    APPLICATION NUMBER
    
    DESCRIPTION




---



##### 



Schedule 12(c)
 Intellectual Property Filings




---



##### 



Schedule 13
 Commercial Tort Claims




---



##### 



Schedule 14
 Deposit Accounts, Securities Accounts and Commodity Accounts
 OWNER
    
    TYPE OF ACCOUNT
    
    BANK OR INTERMEDIARY
    
    ACCOUNT NUMBERS
  OWNER
    
    TYPE OF ACCOUNT
    
    BANK OR INTERMEDIARY
    
    ACCOUNT NUMBERS




---



##### 



Schedule 15
 Letter of Credit Rights




---



##### 



Schedule 16
 Changes from Circumstances Described in Perfection Certificate




---



##### 



Exhibit M-1
 EXECUTION VERSION




---



##### 



PagePREAMBLE
    
    
    1RECITALS
    
    
    1AGREEMENT
    
    
    2ARTICLE IDEFINITIONS AND INTERPRETATIONSECTION 1.1. DEFINITIONS
    
    
    2SECTION 1.2. INTERPRETATION
    
    
    9SECTION 1.3. RESOLUTION OF DRAFTING AMBIGUITIES
    
    
    9SECTION 1.4. PERFECTION CERTIFICATE
    
    
    9ARTICLE IIGRANT OF SECURITY AND SECURED OBLIGATIONSSECTION 2.1. GRANT OF SECURITY INTEREST
    
    
    10SECTION 2.2. FILINGS
    
    
    11ARTICLE IIIPERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERALSECTION 3.1. DELIVERY OF CERTIFICATED SECURITIES COLLATERAL
    
    
    11SECTION 3.2. PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL
    
    
    12SECTION 3.3. FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST
    
    
    13SECTION 3.4. OTHER ACTIONS
    
    
    13SECTION 3.5. JOINDER OF ADDITIONAL GUARANTORS
    
    
    16SECTION 3.6. SUPPLEMENTS; FURTHER ASSURANCES
    
    
    17ARTICLE IVREPRESENTATIONS, WARRANTIES AND COVENANTSSECTION 4.1. TITLE
    
    
    17SECTION 4.2. VALIDITY OF SECURITY INTEREST
    
    
    17SECTION 4.3. DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL
    
    
    18
 -i-




---



##### 



PageSECTION 4.4. OTHER FINANCING STATEMENTS
    
    
    18SECTION 4.5. [INTENTIONALLY OMITTED]
    
    
    18SECTION 4.6. DUE AUTHORIZATION AND ISSUANCE
    
    
    18SECTION 4.7. CONSENTS, ETC.
    
    
    18SECTION 4.8. PLEDGED COLLATERAL
    
    
    18SECTION 4.9. INSURANCE
    
    
    19ARTICLE VCERTAIN PROVISIONS CONCERNING SECURITIES COLLATERALSECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL
    
    
    19SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC.
    
    
    19SECTION 5.3. [INTENTIONALLY OMITTED]
    
    
    20SECTION 5.4. [INTENTIONALLY OMITTED]
    
    
    20SECTION 5.5. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS
    
    
    20ARTICLE VICERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERALSECTION 6.1. GRANT OF INTELLECTUAL PROPERTY LICENSE
    
    
    21SECTION 6.2. PROTECTION AND MAINTENANCE OF INTELLECTUAL PROPERTY COLLATERAL
    
    
    21SECTION 6.3. AFTER-ACQUIRED PROPERTY
    
    
    22SECTION 6.4. LITIGATION
    
    
    22ARTICLE VIICERTAIN PROVISIONS CONCERNING RECEIVABLESSECTION 7.1. MAINTENANCE OF RECORDS
    
    
    23SECTION 7.2. MODIFICATION OF TERMS, ETC
    
    
    23SECTION 7.3. COLLECTION
    
    
    23ARTICLE VIIITRANSFERSSECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL
    
    
    24
 -ii-




---



##### 



PageARTICLE IXREMEDIESSECTION 9.1. REMEDIES
    
    
    24SECTION 9.2. NOTICE OF SALE
    
    
    26SECTION 9.3. WAIVER OF NOTICE AND CLAIMS
    
    
    26SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL
    
    
    26SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES
    
    
    27SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY
    
    
    28ARTICLE XAPPLICATION OF PROCEEDSSECTION 10.1. APPLICATION OF PROCEEDS
    
    
    28ARTICLE XIMISCELLANEOUSSECTION 11.1. CONCERNING COLLATERAL AGENT
    
    
    28SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
    
    
    29SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT
    
    
    30SECTION 11.4. [INTENTIONALLY OMITTED]
    
    
    30SECTION 11.5. MODIFICATION IN WRITING
    
    
    31SECTION 11.6. NOTICES
    
    
    31SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY
TRIAL
    
    
    31SECTION 11.8. SEVERABILITY OF PROVISIONS
    
    
    31SECTION 11.9. EXECUTION IN COUNTERPARTS
    
    
    31SECTION 11.10. BUSINESS DAYS
    
    
    31SECTION 11.11. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION
    
    
    31SECTION 11.12. NO CLAIMS AGAINST COLLATERAL AGENT
    
    
    32SECTION 11.13. NO RELEASE
    
    
    32SECTION 11.14. OBLIGATIONS ABSOLUTE
    
    
    32SECTION 11.15. INTERCREDITOR AGREEMENT GOVERNS
    
    
    33SECTION 11.16. DELIVERY OF COLLATERAL
    
    
    33SECTION 11.17. MORTGAGES
    
    
    33SECTION 11.18. CONFLICTS WITH CANADIAN SECURITY AGREEMENT
    
    
    33SIGNATURES
    
    
    S-1
 -iii-




---



##### 



EXHIBIT 1
    
    Form of Issuers AcknowledgmentEXHIBIT 2
    
    Form of Securities Pledge AmendmentEXHIBIT 3
    
    Form of Joinder AgreementEXHIBIT 4
    
    Form of Copyright Security AgreementEXHIBIT 5
    
    Form of Patent Security AgreementEXHIBIT 6
    
    Form of Trademark Security AgreementEXHIBIT 7
    
    Form of Bailee Letter
 -iv-




---



##### 



Agreement Borrower Guarantors Pledgors Pledgor Collateral Agent
 R E C I T A L S:
 Credit Agreement
     A G R E E M E N T:




---



##### 



Definitions
 provided
 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 Tangible Chattel Paper
   Account Debtor
 Agreement
 Bailee Letter Exhibit
7
 Bankruptcy Code
 Borrower
 Collateral Agent
 Cash Management System
 Collateral Support
 Commodity Account Control Agreement
 -2-




---



##### 



Contracts
 Control
 Control Agreements
 Copyright
 Copyright Security Agreement Exhibit 4
 Credit Agreement Recital A
 Deposit Account Control Agreement
 Deposit Accounts
 Discharge of Revolving Credit Secured Obligations
 Distributions
 -3-




---



##### 



Excluded Commodities Accounts
 Excluded Deposit Accounts provided
 Excluded Securities Accounts
 Excluded Property
   -4-




---



##### 



provided however
      provided however
 General Intangibles
 -5-




---



##### 



Guarantors
 Immaterial Intellectual Property Collateral
 Instruments
 Intellectual Property
 Intellectual Property Collateral
 Intellectual Property Licenses
 -6-




---



##### 



Intercompany Notes Schedule 11
 Intercreditor Agreement
 Investment Property
 Joinder Agreement Exhibit
3
 Material Intellectual Property Collateral
 Mortgaged Property
 Patent Security Agreement Exhibit 5
 Patents
 Perfection Certificate Section 3.5
 -7-




---



##### 



Permitted Encumbrances
 Pledge Amendment Section 5.1
 Pledged Collateral Section
2.1
 Pledged Securities Schedule 10
 Pledgor
 Receivables
 Revolving Credit Agents
 Revolving Credit Security Documents
 Securities Account Control Agreement
 Securities Collateral
 -8-




---



##### 



Trade Secrets and Other Proprietary Rights
 Trademark Security Agreement Exhibit 6
 Trademarks
 UCC provided however
 Interpretation mutatis mutandis
 Resolution of Drafting Ambiguities i.e
 Perfection Certificate
 -9-




---



##### 



Grant of Security Interest 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.
  -10-




---



##### 



Filings
    
 Delivery of Certificated Securities Collateral provided
 -11-




---



##### 



Perfection of Uncertificated Securities Collateral Exhibit 1 Section 3.1
 -12-




---



##### 



Financing Statements and Other Filings; Maintenance of Perfected Security Interest Schedule 7
 Other Actions
 Instruments and Tangible Chattel Paper Schedule 11 Schedule 11
 Deposit Accounts Schedule 14
 -13-




---



##### 



Schedule 14
 Securities Accounts and Commodity Accounts Schedule 14 Schedule 14
 -14-




---



##### 



Electronic Chattel Paper and Transferable Records Schedule
11(a)
 Letter-of-Credit Rights
 -15-




---



##### 



Commercial Tort Claims Schedule 13
 Landlords Access Agreements/Bailee Letters
 Joinder of Additional Guarantors Section 5.11(e) 5.11(b) (d) (e) Sections 5.11(b) (d) (e) Section 5.11(e)
 -16-




---



##### 



Supplements; Further Assurances
    Title
 Validity of Security Interest
 -17-




---



##### 



Schedule 6
 Defense of Claims; Transferability of Pledged Collateral
 Other Financing Statements Schedule 7
 [INTENTIONALLY OMITTED]
 Due Authorization and Issuance
 Consents, etc
 Pledged Collateral
 -18-




---



##### 



Insurance
   Pledge of Additional Securities Collateral Exhibit 2 Pledge Amendment Section 3.1 Section
3.2
 Voting Rights; Distributions; etc
  provided however
 provided however
 -19-




---



##### 



Section 5.2(a)(i) Section 5.2(a)(ii)
  Section 5.2(a)(i)
 Section 5.2(a)(ii)
 Section 5.2(c)(i) Section 5.2(c)(ii)
 Section 5.2(c)(ii)
 [INTENTIONALLY OMITTED]
 [INTENTIONALLY OMITTED]
 Certain Agreements of Pledgors As Issuers and Holders of Equity Interests
   -20-




---



##### 



Grant of Intellectual Property License Article IX provided
 Protection and Maintenance of Intellectual Property Collateral Section
6.3
 -21-




---



##### 



After-Acquired Property Schedules 12(a) 12(b)
 Litigation Section 6.4
 -22-




---



##### 



Maintenance of Records
 Modification of Terms, etc
 Collection
 -23-




---



##### 



Transfers of Pledged Collateral
   Remedies
  provided however
  -24-




---



##### 



Section
9.1(iv)
 Article X
 Article
X
   Section 9.2
 -25-




---



##### 



Notice of Sale
 Waiver of Notice and Claims Article IX
 Certain Sales of Pledged Collateral
   -26-




---



##### 



Section 9.4 Section 9.4
 No Waiver; Cumulative Remedies
  -27-




---



##### 



Certain Additional Actions Regarding Intellectual Property
   Application of Proceeds
   Concerning Collateral Agent
  -28-




---



##### 



Sections 11.17 11.18
  Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact
 -29-




---



##### 



provided however Section 11.2 Section 11.2
 Continuing Security Interest; Assignment
 Termination; Release
 -30-




---



##### 



Modification in Writing
 Notices Section 11.6
 Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial mutatis mutandis
 Severability of Provisions
 Execution in Counterparts
 Business Days
 No Credit for Payment of Taxes or Imposition
 -31-




---



##### 



No Claims Against Collateral Agent
 No Release Section 11.13
 Obligations Absolute
     -32-




---



##### 



INTERCREDITOR AGREEMENT GOVERNS
 Delivery of Collateral
 Mortgages
 Conflicts with Canadian Security Agreement
 concert concert
 -33-




---



##### 



-34-




---



##### 



NOVELIS INC., as a PledgorBy:Name:Title:NOVELIS CORPORATION, as a PledgorBy:Name:Title:NOVELIS PAE CORPORATION, as a PledgorBy:Name:Title:NOVELIS BRAND LLC, as a PledgorBy:Name:Title:NOVELIS SOUTH AMERICA HOLDINGS LLC,
as a PledgorBy:Name:Title: S-1




---



##### 



ALUMINUM UPSTREAM HOLDINGS LLC,
as a PledgorBy:Name:Title:NOVELIS ACQUISITIONS LLC,
as a PledgorBy:Name:Title:NOVELIS NORTH AMERICA HOLDINGS INC.,
as a PledgorBy:Name:Title:NOVELIS NO. 1 LIMITED PARTNERSHIP,By:
    4260848 CANADA INC.Its: General PartnerBy:Name:Title:NOVELIS SERVICES LIMITED,By:Name:Title: S-2




---



##### 



BANK OF AMERICA, N.A.,
as Collateral AgentBy:Name:Title: S-3




---



##### 



Security Agreement Collateral Agent
 [                              ]By:Name:Title:




---



##### 



Securities Pledge
Amendment Pledgor Collateral Agent Section 5.1 Security Agreement




---



##### 



PERCENTAGE OFCLASS
    
    
    
    
    
    NUMBER OF SHARES
    
    ALL ISSUED CAPITALOF STOCK
    
    PAR
    
    CERTIFICATE
    
    OR
    
    OR OTHER EQUITYISSUER
    
    OR INTERESTS
    
    VALUE
    
    NO(S).
    
    INTERESTS
    
    INTERESTS OF ISSUER
  PRINCIPAL
    
    DATE OF
    
    INTEREST
    
    MATURITYISSUER
    
    AMOUNT
    
    ISSUANCE
    
    RATE
    
    DATE
 [                              ],
as PledgorBy:Name:Title: AGREED TO AND ACCEPTED:
BANK OF AMERICA, N.A.,
as Collateral AgentBy:Name:Title: -2-




---



##### 



Security Agreement Collateral Agent
 Joinder Agreement New Pledgor Section 3.5




---



##### 



-2-




---



##### 



[NEW PLEDGOR]By:Name:Title: AGREED TO AND ACCEPTED:
BANK OF AMERICA, N.A.,
as Collateral AgentBy:Name:Title:  -3-




---



##### 



EXHIBIT 4
  Copyright Security
Agreement Assignor Assignors Assignee
 W I T N E S S E T H:
 Security Agreement
  Defined Terms Copyrights et
seq.
 Grant of Security Interest in Copyright Collateral Pledged Copyright Collateral




---



##### 



Security Agreement
 Recordation
 Termination
 Counterparts
 Governing Law
 INTERCREDITOR AGREEMENT GOVERNS
 -2-




---



##### 



-3-




---



##### 



[ASSIGNORS]1By:Name:Title: Accepted and Agreed:
BANK OF AMERICA, N.A.,
as AssigneeBy: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. -4-




---



##### 



Acknowledgement of ASSIGNOR
 State of
    ))
    
    

    
    
    ss.County of
    )
 , [corporation] [corporation] [Board of Directors] [corporation]
 
   -5-




---



##### 



SCHEDULE I
to
COPYRIGHT SECURITY AGREEMENT  COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS
 Copyright Registrations:
 registrationowner
    
    number
    
    title of work
 Copyright Applications:
 owner
    
    title of work
 -6-




---



##### 



EXHIBIT 5
  Patent Security Agreement Assignors Assignee
 W I T N E S S E T H:
 Security Agreement
  Defined Terms Patents
 Grant of Security Interest in Patent Collateral Pledged Patent Collateral




---



##### 



Security Agreement
 Recordation
 Termination
 Counterparts
 Governing Law
 INTERCREDITOR AGREEMENT GOVERNS
 -2-




---



##### 



-3-




---



##### 



[ASSIGNORS]2By:Name:Title: Accepted and Agreed:
BANK OF AMERICA, N.A.,
as AssigneeBy: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. -4-




---



##### 



Acknowledgement of ASSIGNOR
 State of
    ))
    
    
    ss.County of

    )
 , [corporation] [corporation] [Board of Directors] [corporation]
 
   -5-




---



##### 



SCHEDULE I
to
PATENT SECURITY AGREEMENT
 PATENT REGISTRATIONS AND PATENT APPLICATIONS
 Patent Registrations:
 registrationowner
    
    number
    
    name
 Patent Applications:
 applicationowner
    
    number
    
    name
 -6-




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##### 



EXHIBIT 6
  Trademark Security
Agreement Assignors Assignee
 W I T N E S S E T H:
 Security Agreement
  Defined Terms Trademarks
 Grant of Security Interest in Trademark Collateral Pledged Trademark Collateral




---



##### 



Security Agreement
 Recordation
 Termination
 Counterparts
 Governing Law
 INTERCREDITOR AGREEMENT GOVERNS
 -2-




---



##### 



-3-




---



##### 



[ASSIGNORS]3By:Name:Title: Accepted and Agreed:
BANK OF AMERICA, N.A.,
as AssigneeBy: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. -4-




---



##### 



Acknowledgement of ASSIGNOR
 State of
    ))
    
    
    ss.County of
    )
 , [corporation] [corporation] [Board of Directors] [corporation]
 
   -5-




---



##### 



SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
 TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS
 Trademark Registrations:
 registrationowner
    
    number
    
    TRADEMARK
 Trademark Applications:
 applicationowner
    
    number
    
    trademark
 -6-




---



##### 



Bailor Borrower Bailee Premises
 Companies Lenders Credit Agreement Agent Collateral




---



##### 



provided
    8




---



##### 



Signature pages follow
 9




---



##### 



[__________]
[Address]By:Name:Title: CONSENTED AND AGREED TO:
[__________]
[Address]By:Name:Title:ACKNOWLEDGED AND ACCEPTED:
BANK OF AMERICA, N.A.
1455 Market Street
San Francisco, CA 94103
Attn: Bridgett Manduk
Fax: 415-503-5011By:Name:Title:




---



##### 



Exhibit M-2
 AV METALS INC.
 NOVELIS INC.
 NOVELIS CAST HOUSE TECHNOLOGY LTD.
 4260848 CANADA INC.
 4260856 CANADA INC.
 NOVELIS NO. 1 LIMITED PARTNERSHIP
   BANK OF AMERICA, N.A.
  SECURITY AGREEMENT
December 17, 2010




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##### 



SECURITY AGREEMENT
  RECITALS:
 (a)
    
    The Agents and the Lenders have agreed to make certain credit facilities
available to the Borrower on the terms and conditions contained in the Credit
Agreement;(b)
    
    The Guarantors have guaranteed the obligations of the Borrower on the terms
and conditions contained in the Guarantee; and(c)
    
    It is a condition precedent to the extension of credit to the Borrower 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.
  ARTICLE 1
INTERPRETATION
 Section 1.1 Defined Terms.
  Administrative Agent
 Agents
 Agreement
 Borrower
 Collateral




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##### 



Collateral Agent
 Credit Agreement inter alia .
 Discharge of Term Loan Secured Obligations
 Excluded Property
 (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;(iv)
    
    any Excluded Equity Interests and any Equity Interests in
Excluded Collateral Subsidiaries that are not Loan Parties;
 - 3 -




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##### 



(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
 Expenses
 Guarantee
 Guarantors Guarantor
 Instruments Bills of Exchange Act
 - 4 -




---



##### 



Intellectual Property
 Intercreditor Agreement inter alia
 - 5 -




---



##### 



Lenders
 Letter of Credit Rights
 Obligations
 Obligors Obligor
 Perfection Certification
 PPSA Personal Property Security Act
 Registrable Intellectual Property
 Restricted Asset
 Secured Obligations
 Secured Parties ,
 Securities Securities Transfer Act, 2006
 Security Interest
 - 6 -




---



##### 



ULC Shares
 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 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.
 - 7 -




---



##### 



ARTICLE 2
SECURITY
 Section 2.1 Grant of Security.
 Collateral
 (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 Obligors;(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;(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;
 - 8 -




---



##### 



(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.
 Security Interest 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.
 (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.
 - 9 -




---



##### 



(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.(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
 - 10 -




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##### 



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.
 (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.
 - 11 -




---



##### 



(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.
  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 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
 - 12 -




---



##### 



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.
  Section 3.2 Remedies.
  - 13 -




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(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 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;
 - 14 -




---



##### 



(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.
  (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 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;
 - 15 -




---



##### 



(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.
  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.(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
 - 16 -




---



##### 



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.
  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 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
 - 17 -




---



##### 



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.
  (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;
 - 18 -




---



##### 



(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.
  (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
 - 19 -




---



##### 



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 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 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.
  Section 5.2 Discharge.
  Section 5.3 No Merger, Survival of Representations and Warranties.
  - 21 -




---



##### 



Section 5.4 Further Assurances.
  Section 5.5 Supplemental Security.
  Section 5.6 Successors and Assigns.
  Section 5.7 Amalgamation.
  - 22 -




---



##### 



Obligors Collateral Secured
Obligations
 Section 5.8 Severability.
  Section 5.9 Amendment.
  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.
 - 23 -




---



##### 



Section 5.11 Application of Proceeds of Security.
  Section 5.12 Conflict.
 (1)
    
    Subject to Subsection (2) below, in the event of any 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.
 (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 SECTION 11.19 THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF REMEDIES
BY COLLATERAL AGENT.
 Section 5.13 Governing Law.
  - 24 -




---



##### 



AV METALS INC.By:Authorized Signing OfficerNOVELIS INC.By:Authorized Signing OfficerNOVELIS CAST HOUSE TECHNOLOGY LTD.By:Authorized Signing Officer4260848 CANADA INC.By:Authorized Signing Officer4260856 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
    
    OptionsNORTH AMERICANovelis Inc.
    
    Canadian Corporation
    
    AV Metals Inc.
    
    
    C-1
    
    
    1,000 common shares
    
    1,000 common shares
    
    
    100
    %
    
    NoneNovelis 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
    %
%
    
    None4260848 Canada Inc.
    
    Canadian Corporation
    
    Novelis Inc.
    
    
    C-1
    
    
    100 common shares
    
    100 common shares
    
    
    100
    %
    
    None4260856 Canada Inc.
    
    Canadian Corporation
    
    Novelis Inc.
    
    
    C-1
    
    
    100 common shares
    
    100 common shares
    
    
    100
    %
    
    NoneNovelis Cast House
Technology Ltd.
    
    Ontario Corporation
    
    Novelis Inc.
    
    
    6
    
    
    200 common shares
    
    200 common shares
    
    
    100
    %
    
    NoneNovelis Corporation
    
    Texas Corporation
    
    Novelis Inc.
    
    
    7
    
    
    4,945 common shares
    
    4,945 common shares
    
    
    100
    %
    
    NoneNovelis Brand LLC
    
    Delaware Limited
Liability Company
    
    Novelis Inc.
    
    
    1
    
    
    1 share
    
    1 share
    
    
    100
    %
    
    NoneNovelis South 
America Holdings 
LLC
    
    Delaware Limited
Liability Company
    
    Novelis Inc.
    
    
    1
    
    
    1 share
    
    1 share
    
    
    100
    %
    
    NoneEUROPENovelis Laminés 
France SAS
    
    French Société par
Action Simplifiée
    
    Novelis Inc.
    
    
    N/A
    
    
    200,000 shares
    
    200,000 shares
    
    
    100
    %
    
    NoneNovelis 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(Beneficial Owner,
    
    
    
    
    
    Interests
    
    Interests
    
    
    
    
    
    by Warrants;Issuer
    
    Type of Organization
    
    if different)
    
    Certificate No.
    
    Owned
    
    Outstanding
    
    Percentage Ownership
    
    OptionsNovelis Foil France 
SAS
    
    French Société par
Action Simplifiée
    
    Novelis Inc.
    
    
    N/A
    
    
    5,502,500 shares
    
    5,502,500 shares
    
    
    100
    %
    
    NoneNovelis 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
    %
    
    NoneNovelis Aluminium 
Beteiligungs GmbH
    
    German GmbH
    
    Novelis Inc.
    
    
    N/A
    
    
    25,000 common shares
    
    25,000 common shares
    
    
    100
    %
    
    NoneNovelis Madeira, 
Unipessoal, Lda
    
    Portuguese Limited
Liability
Commercial Company
    
    Novelis Inc.
    
    
    N/A
    
    
    1 quota
    
    1 quota
    
    
    100
    %
    
    NoneSOUTH AMERICANovelis 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
    %
%
    
    NoneASIAAluminium 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(Beneficial Owner,
    
    
    
    
    
    Interests
    
    Interests
    
    
    
    
    
    by Warrants;Issuer
    
    Type of Organization
    
    if different)
    
    Certificate No.
    
    Owned
    
    Outstanding
    
    Percentage Ownership
    
    OptionsNovelis 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)
    
    NoneNovelis (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
    
    AmountNovelis Aluminum AL 
Holding Company
    
    Loan
    
    Novelis Inc.
    
    7/10/2008
    
    2/ 3/2015
    
    EUR 87,291,599Novelis Luxembourg
S.A.
    
    Loan
    
    Novelis Inc.
    
    2/3/2005
    
    2/3/2015
    
    EUR 15,000,000Novelis Aluminum AL 
Holding Company
    
    Loan
    
    Novelis Inc.
    
    1/7/2005
    
    1/7/2015
    
    EUR 293,834,842Novelis AG
    
    Loan
    
    Novelis Inc.
    
    11/4/2009
    
    1/13/2015
    
    EUR 121,421,203Novelis Brand LLC
    
    Loan
    
    Novelis No. 1
Limited Partnership
    
    9/28/2010
    
    7/6/2014
    
    $
    106,440,401Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    8/4/2008
    
    8/4/2013
    
    $
    30,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    8/4/2008
    
    8/4/2013
    
    $
    30,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    8/4/2008
    
    8/4/2013
    
    $
    20,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    3/11/2008
    
    3/11/2013
    
    $
    5,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    1/5/2008
    
    1/5/2013
    
    $
    15,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    5/31/2007
    
    5/31/2012
    
    $
    80,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    7/6/2007
    
    5/31/2012
    
    $
    5,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    7/6/2007
    
    5/31/2012
    
    $
    25,000,000Novelis do Brasil Ltda
    
    Loan
    
    Novelis Inc.
    
    7/6/2007
    
    5/31/2012
    
    $
    25,000,000Novelis do Brazil Ltda
    
    Loan
    
    Novelis Inc.
    
    12/29/2009
    
    9/15/2013
    
    $
    15,000,000Novelis Corp.
    
    Loan
    
    Novelis Inc.
    
    8/12/2010
    
    8/12/2011
    
    $
    120,000,000Novelis Corp.
    
    Loan
    
    Novelis Inc.
    
    5/20/2010
    
    5/20/2011
    
    $
    50,000,000Novelis Corp.
    
    Loan
    
    Novelis Inc.
    
    7/9/2010
    
    7/8/2011
    
    $
    226,000,000
 - 4 -




---



##### 



TRANSFER RESTRICTIONS
 1. Novelis do Brasil Ltda.
  2. Novelis Europe Holdings Ltd. (UK)
  3. Novelis Laminés France SAS, Novelis PAE SAS, Novelis Foil France SAS
  4. 4260848 Canada Inc., 4260856 Canada Inc., Novelis Cast House Technology Ltd., Novelis
Inc.
 4260848 Canada Inc .
 4260856 Canada Inc.
 Novelis Cast House Technology Ltd .
 Novelis Inc.:
 5. Novelis Corporation, Novelis Finances USA LLC, Novelis South America Holdings LLC
  SECURITIES ACCOUNTS
  - 5 -




---



##### 



SCHEDULE B
PERFECTION CERTIFICATE




---



##### 



SCHEDULE C
FORM OF CONFIRMATION OF SECURITY INTEREST IN INTELLECTUAL PROPERTY
  [Name of Relevant Obligor] Debtor l [address] [trade-marks/patents/copyrights/industrial designs] A [trade-marks/patents/copyrights/industrial designs] [trade-marks/patents/copyrights/industrial designs] [Trade-Marks/
Patents/Copyrights/Industrial Designs]
 l Collateral Agent [address] Security Agreement [l] l [Trade-Marks/Patents/Copyrights/Industrial Designs]
 [Trade-Marks/Patents/Copyrights/Industrial Designs]
 [l] [l] [l]
 [NAME OF RELEVANT OBLIGOR]
Per:Authorized Signing Officer




---



##### 



EXHIBIT A
TRADE-MARKS/PATENTS/COPYRIGHTS/INDUSTRIAL DESIGNS




---



##### 



AV METALS INC.
 NOVELIS CAST HOUSE TECHNOLOGY LTD.
 4260848 CANADA INC.
 4260856 CANADA INC.
 NOVELIS NO. 1 LIMITED PARTNERSHIP
   BANK OF AMERICA, N.A.
   GUARANTEE
December 17, 2010
 
 Stikeman Elliott llp




---



##### 



ARTICLE 1
INTERPRETATION
 Section 1.1
    
    Defined Terms
    
    
    1Section 1.2
    
    Interpretation
    
    
    3
 ARTICLE 2
GUARANTEE
 Section 2.1
    
    Guarantee
    
    
    4Section 2.2
    
    Indemnity
    
    
    4Section 2.3
    
    Primary Obligation
    
    
    4Section 2.4
    
    Absolute Liability
    
    
    4
 ARTICLE 3
ENFORCEMENT
 Section 3.1
    
    Remedies
    
    
    6Section 3.2
    
    Amount of Obligations
    
    
    6Section 3.3
    
    Payment on Demand
    
    
    7Section 3.4
    
    Costs and Expenses
    
    
    7Section 3.5
    
    Assignment and Postponement
    
    
    7Section 3.6
    
    Suspension of Guarantor Rights
    
    
    9Section 3.7
    
    No Prejudice to Secured Parties or Collateral Agent
    
    
    9Section 3.8
    
    No Subrogation
    
    
    9Section 3.9
    
    No Set-off
    
    
    10Section 3.10
    
    Successors of the Borrower
    
    
    10Section 3.11
    
    Continuing Guarantee and Continuing Obligations
    
    
    10Section 3.12
    
    Supplemental Security
    
    
    11Section 3.13
    
    Security for Guarantee
    
    
    11Section 3.14
    
    Right of Set-off
    
    
    11Section 3.15
    
    Interest Act (Canada)
    
    
    11Section 3.16
    
    Taxes
    
    
    11Section 3.17
    
    Judgment Currency
    
    
    12
 ARTICLE 4
GENERAL
 Section 4.1
    
    Notices, etc.
    
    
    12Section 4.2
    
    No Merger, Survival of Representations and Warranties
    
    
    12Section 4.3
    
    Further Assurances
    
    
    13Section 4.4
    
    Successors and Assigns
    
    
    13Section 4.5
    
    Amendment
    
    
    13Section 4.6
    
    Waivers, etc.
    
    
    13
 ( i )




---



##### 



Section 4.7
    
    Severability
    
    
    14Section 4.8
    
    Collateral Agent
    
    
    14Section 4.9
    
    Application of Proceeds
    
    
    14Section 4.10
    
    Governing Law
    
    
    14
 SCHEDULES
  ( ii )




---



##### 



GUARANTEE
  RECITALS:
 (a)
    
    The Agents and the Lenders have agreed to make certain credit facilities
available to the Borrower on the terms and conditions contained in the Credit
Agreement;(b)
    
    It is a condition precedent to the extension of credit to the Borrower 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.
  ARTICLE 1
INTERPRETATION
 Section 1.1 Defined Terms.
  Administrative Agent
 Agents
 Borrower
 Collateral Agent




---



##### 



Credit Agreement inter
alia
 Discharge of Term Loan Secured Obligations
 Guarantee
 Guarantors Guarantor
 Guarantor Security Documents
 Holdings
 Intercreditor Agreement inter alia
 Lenders
 - 2 -




---



##### 



Loan Parties
 Obligations
 Secured Parties ,
 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.(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.
 - 3 -




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(7)
    
    All references in this Guarantee to dollars, unless otherwise specifically indicated, are
expressed in Canadian currency.
 ARTICLE 2
GUARANTEE
 Section 2.1 Guarantee.
  Section 2.2 Indemnity.
  Section 2.3 Primary Obligation
  Section 2.4 Absolute Liability.
  (a)
    
    the lack of validity or enforceability of any terms of any of the Loan
Documents;(b)
    
    any contest by the Borrower 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 Borrower;(d)
    
    any release, compounding or other variance of the liability of the Borrower
or any other Person liable in any manner under or in respect
 - 4 -




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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
Borrower 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 Borrower or any other Person;(h)
    
    any change in the ownership, control, name, objects, businesses, assets,
capital structure or constitution of the Borrower, the Guarantors or any other Loan
Party or any reorganization (whether by way of reconstruction, consolidation,
amalgamation, merger, transfer, sale, lease or otherwise) of the Borrower, 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 Borrower, 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 Borrower, 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;
 - 5 -




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(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(o)
    
    any other circumstances which might otherwise constitute a defence available
to, or a discharge of, the Borrower, the Guarantors or any other Person in respect of
the Obligations or this Guarantee.
 ARTICLE 3
ENFORCEMENT
 Section 3.1 Remedies.
  Section 3.2 Amount of Obligations.
  - 6 -




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Section 3.3 Payment on Demand.
 Interest Act
 Section 3.4 Costs and Expenses.
  Section 3.5 Assignment and Postponement.
 (1)
    
    All obligations, liabilities and indebtedness of the Borrower 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
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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 the Borrower or its
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 the 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.(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 the 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 Term Loan Secured Obligations.
 - 8 -




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Section 3.6 Suspension of Guarantor Rights.
  Section 3.7 No Prejudice to Secured Parties or Collateral Agent.
  Section 3.8 No Subrogation
  - 9 -




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Section 3.9 No Set-off.
  Section 3.10 Successors of the Borrower.
  Section 3.11 Continuing Guarantee and Continuing Obligations.
  - 10 -




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Section 3.12 Supplemental Security.
  Section 3.13 Security for Guarantee.
  Section 3.14 Right of Set-off.
  Section 3.15 Interest Act (Canada).
 Interest Act
 Section 3.16 Taxes.
 mutatis mutandi
 - 11 -




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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 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.
 Notice
 Section 4.2 No Merger, Survival of Representations and Warranties.
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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 Borrower on a continuing basis all information desired by such
Guarantor concerning the financial condition of the Borrower and that it will look to the
Borrower and not to the Collateral Agent or the Secured Parties, in order to keep adequately
informed of changes in the Borrowers financial condition.
 Section 4.4 Successors and Assigns.
  Section 4.5 Amendment.
  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 (with the consent of the Required Secured Parties). 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
 - 13 -




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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.
  Section 4.8 Collateral Agent.
  Section 4.9 Application of Proceeds.
  Section 4.10 Governing Law.
  - 14 -




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AV METALS INC.By:Authorized Signing OfficerNOVELIS CAST HOUSE TECHNOLOGY LTD.By:Authorized Signing Officer4260848 CANADA INC.By:Authorized Signing Officer4260856 CANADA INC.By:Authorized Signing OfficerNOVELIS NO. 1 LIMITED
PARTNERSHIP, by its general
partner, 4260848 Canada Inc.By:Authorized Signing Officer - 15 -




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SCHEDULE A
GUARANTOR SECURITY DOCUMENTS




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BOND PLEDGE AGREEMENT
 th
 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 Corporation Bond
 AND WHEREAS
 NOW THEREFORE THIS AGREEMENT WITNESSETH THAT
 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., as borrower, AV Metals Inc., the
other guarantors party thereto, the lenders party thereto and Bank of America, N.A., as
Administrative Agent and Collateral Agent, 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




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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; and1.7
    
    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; and2.3
    
    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 Three
Billion Seven Hundred Fifty Million dollars in the lawful currency of Canada
(Cdn$3,750,000,000), 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
 Novelis Term Bond Pledge
 2




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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.
 Novelis Term Bond Pledge
 3




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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,
 Novelis Term Bond Pledge
 4




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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 SECTION 11.19 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 Personsand 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.
 [Signature page follows]
 Novelis Term Bond Pledge
 5




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IN WITNESS WHEREOF
 NOVELIS INC.Per:Name:Title:




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BANK OF AMERICA, N.A., as Collateral AgentPer:Name:Title: Novelis Term Bond Pledge




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l
 [Kevin Leonard]
 APPEARED
 NOVELIS INC. Grantor l
    
 AND
 BANK OF AMERICA, N.A. Trustee fondé de pouvoir
 WHICH PARTIES HAVE DECLARED AND AGREED AS FOLLOWS:
 DEFINITIONS
 .
 OBLIGATIONS SECURED
 Bond Collateral Agent




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Obligations
 HYPOTHEC
 fondé de pouvoir Three Billion Seven Hundred Fifty Million Cdn$3,750,000,000 Twenty-Five Percent 25%
 (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;
 Novelis Term Hypothec
   - 2 -




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(v)
    
    all of its Contractual Rights, present and future; and(vi)
    
    all Securities, present and future.
   4.
    
    REPRESENTATIONS AND WARRANTIESThe Grantor hereby represents and warrants that:
   5.
    
    COVENANTS OF THE GRANTORThe Grantor hereby undertakes and covenants in favour of the Trustee to:
  (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
 Novelis Term Hypothec
   - 3 -




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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.
   SPECIAL PROVISIONS RELATIVE TO THE RENTS
  (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.
   Novelis Term Hypothec
   - 4 -




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##### 



SPECIAL PROVISIONS RELATIVE TO THE CLAIMS
  (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.
   SPECIAL PROVISIONS RELATIVE TO THE HYPOTHEC ON SECURITIES
 Pledged Certificated Securities
 Novelis Term Hypothec
   - 5 -




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##### 



Transfer Act
 Novelis Term Hypothec
   - 6 -




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##### 



(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.
  EVENTS OF DEFAULT
  EXERCISE OF HYPOTHECARY RIGHTS
  Novelis Term Hypothec
   - 7 -




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##### 



(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.
  Novelis Term Hypothec
   - 8 -




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##### 



REDUCTION AND CANCELLATION
    GENERAL PROVISIONS
  Novelis Term Hypothec
   - 9 -




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##### 



Novelis Term Hypothec
   - 10 -




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##### 



INTERCREDITOR AGREEMENT
 Novelis Term Hypothec
   - 11 -




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##### 



HOLDINGS
 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.
 fondé de pouvoir
   fondé de pouvoir
 Novelis Term Hypothec
   - 12 -




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##### 



Tax
Payment
 fondé de pouvoir
  An Act Respecting Special Powers of Legal
Persons fondé de pouvoir
 Les parties aux présentes confirment leur volonté expresse de voir
le présent Acte et tous les documents sy rattachant être rédigés en anglais
 Novelis Term Hypothec
   - 13 -




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##### 



SCHEDULE I
  Civil Code C.c.Q Civil Code of Québec
 Claims
 Contractual Rights
 Conventional Security
 Corporeal Movable Property
 Credit Agreement inter alios
 Encumbrance
 Enterprise
 Equipment
 Novelis Term Hypothec
   - 14 -




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##### 



Event of Default
 Intellectual Property
 Mortgaged Property
 Property in Stock
 Rents
 Secured Parties
 Securities
 Novelis Term Hypothec
   - 15 -




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##### 



Transfer Act An Act Respecting the Transfer of Securities and the Establishment of Security
Entitlements
 SCHEDULE II
   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;
  SCHEDULE III
  NIL
 Novelis Term Hypothec
   - 16 -




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##### 



WHEREOF ACT :
  
  NOVELIS INC.Per:Brigitte Gauthier BANK OF AMERICA, N.A.Per:Ma Ry Tran[Kevin Leonard], Notary Novelis Term Hypothec
   - 17 -




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##### 



[Kevin Leonard]
 APPEARED
 NOVELIS NO. 1 LIMITED PARTNERSHIP Grantor 4260848 CANADA INC.
    
 AND
 BANK OF AMERICA, N.A. Trustee fondé de pouvoir
 WHICH PARTIES HAVE DECLARED AND AGREED AS FOLLOWS:
 1.
    
    DEFINITIONS
  2.
    
    OBLIGATIONS SECURED
 Bond Collateral Agent




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##### 



Obligations
 3.
    
    HYPOTHEC
 fondé de pouvoir Three Billion Seven Hundred Fifty Million Cdn$3,750,000,000 Twenty-Five Percent 25%
 (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;
 Novelis LP Term Hypothec
   - 2 -




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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.
   4.
    
    REPRESENTATIONS AND WARRANTIES
   5.
    
    COVENANTS OF THE GRANTOR
   (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
 Novelis LP Term Hypothec
   - 3 -




---



##### 



applicable law in order for the rights of the Trustee to be set up against third persons.
    6.
    
    SPECIAL PROVISIONS RELATIVE TO THE RENTS
  (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.
  Novelis LP Term Hypothec
   - 4 -




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##### 



7.
    
    SPECIAL PROVISIONS RELATIVE TO THE CLAIMS
  (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.
   Novelis LP Term Hypothec
   - 5 -




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##### 



8.
    
    SPECIAL PROVISIONS RELATIVE TO THE HYPOTHEC ON SECURITIES
 Pledged Certificated Securities
      Novelis LP Term Hypothec
   - 6 -




---



##### 



Transfer Act
   (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.
  9.
    
    EVENTS OF DEFAULT
  10.
    
    EXERCISE OF HYPOTHECARY RIGHTS
  Novelis LP Term Hypothec
   - 7 -




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##### 



(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.
 Novelis LP Term Hypothec
   - 8 -




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##### 



(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.
     11.
    
    REDUCTION AND CANCELLATION
    Novelis LP Term Hypothec
   - 9 -




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##### 



12.
    
    GENERAL PROVISIONS
           Novelis LP Term Hypothec
   - 10 -




---



##### 



Novelis LP Term Hypothec
   - 11 -




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##### 



INTERCREDITOR AGREEMENT HOLDINGS
 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.
 fondé de pouvoir
   fondé de pouvoir
 Novelis LP Term Hypothec
   - 12 -




---



##### 



Tax
Payment
 fondé de pouvoir
  An Act Respecting Special Powers of Legal
Persons fondé de pouvoir
 Les parties aux présentes
confirment leur volonté expresse de voir le présent Acte et tous les documents sy rattachant être
rédigés en anglais
 Novelis LP Term Hypothec
   - 13 -




---



##### 



SCHEDULE I
  Civil Code C.c.Q
 Claims
 Contractual Rights
 Conventional Security
 Corporeal Movable Property
 Credit Agreement inter alios
 Encumbrance
 Enterprise
 Equipment
 Novelis LP Term Hypothec
   - 14 -




---



##### 



Event of Default
 Intellectual Property
 Mortgaged Property
 Property in Stock
 Rents
 Secured Parties
 Securities
 Novelis LP Term Hypothec
   - 15 -




---



##### 



Transfer Act An Act Respecting the Transfer of Securities and the Establishment of Security
Entitlements
 SCHEDULE II
  NIL
 SCHEDULE III
   SCHEDULE IV
   Novelis LP Term Hypothec
   - 16 -




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##### 



WHEREOF ACT :
   NOVELIS NO. 1 LIMITED 
PARTNERSHIP, by its general partner 
4260848 CANADA INC.per:Brigitte GauthierBANK OF AMERICA, N.A.per:Ma Ry Tran[Kevin Leonard], Notary Novelis LP Term Hypothec
   - 17 -




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NOVELIS INC.
BOND
 December 17, 2010
    
    Cdn. $3.750,000,000
 Corporation Collateral Agent fondé de pouvoir
  Credit Agreement inter alios
   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 Term Bond




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##### 



NOVELIS INC.Per:Name:Title: Novelis Term Bond




---



##### 



NOVELIS INC.
   BANK OF AMERICA, N.A.
  
 DEMAND DEBENTURE
  
 Term Loan




---



##### 



DEMAND DEBENTURE
 NOVELIS INC.
 Section 1 Acknowledgement and Promise to Pay.
 ON DEMAND
 Section 2 Defined Terms.
 Personal Property Security Act
 Business Day means 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,
Chicago and 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
 Term Loan




---



##### 



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.
 Term Loan
 - 2 -




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##### 



(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.
  (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,
 Term Loan
 - 3 -




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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.
  Term Loan
 - 4 -




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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.
 Term Loan
 - 5 -




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##### 



(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.
  Section 9 Covenants.
  Section 10 Enforcement.
  Section 11 Remedies.
  Term Loan
 - 6 -




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##### 



(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.
  (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;
 Term Loan
 - 7 -




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(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.
 Term Loan
 - 8 -




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Section 13 Exercise of Remedies.
  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.
  Term Loan
 - 9 -




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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
 Term Loan
 - 10 -




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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.
  (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.
  Term Loan
 - 11 -




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##### 



bona fide
 Section 19 No Right of Set-Off.
  Section 20 Discharge.
  Section 21 Notices.
 Notice
 (a)
    
    to the Obligor at:Novelis Inc.
3560 Lennox Road, Suite 2000
Atlanta GA 30326
   Term Loan
 - 12 -




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##### 



(b)
    
    to the Holder at:Bank of America, N.A.
1455 Market Street
San Francisco CA 94103
    Section 22 No Merger.
  Section 23 Further Assurances.
  Term Loan
 - 13 -




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Section 24 Successors and Assigns.
  Section 25 Amendment.
  Section 26 Severability.
  Section 27 Waivers, etc.
  Section 28 Governing Law.
  Section 29 Negotiable Instrument.
  Term Loan
 - 14 -




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Section 30 Land Registration Reform Act.
 Land Registration Reform Act
 [signature page follows]
 Term Loan
 - 15 -




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IN WITNESS WHEREOF
 NOVELIS INC.By:Authorized Signing Officer Term Loan
 - 16 -




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##### 



SCHEDULE 4(a)
THE LANDS
  Term Loan




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##### 



NOVELIS INC.
   BANK OF AMERICA, N.A.
  
 DEBENTURE DELIVERY AGREEMENT
  
 Term Loan




---



##### 



DEBENTURE DELIVERY AGREEMENT
  RECITALS:
 (a)
    
    The Collateral Agent and the Lenders have agreed to make certain credit
facilities available to the Obligor on the terms and conditions contained in the
Credit Agreement; and
 (b)
    
    It is a condition precedent to the extension of credit to the Obligor
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 Obligors obligations under the Credit Agreement and
the other Loan Documents to which they are a party.
  Section 1 Definitions.
  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.
 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 Obligor, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the
Administrative Agent and the Collateral Agent, as the same may be amended, modified,
extended, renewed, replaced, restated, supplemented or refinanced from time to time and
includes any
 Term Loan




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##### 



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 $5,000,000,000, 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 Revolving Credit Administrative Agent and Revolving Credit Collateral 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.
  Section 2 Delivery.
  Term Loan
 - 2 -




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Section 3 Conditions of Delivery.
  Section 4 Demand.
  Section 5 Remedies.
  Section 6 Application of Proceeds.
  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 respect of the Secured Obligations
before realizing upon or otherwise dealing with the Debenture in such manner as the Collateral
Agent may consider desirable.
 Term Loan
 - 3 -




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(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.
 Section 9 Additional Security; No Merger.
  Term Loan
 - 4 -




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##### 



Section 10 Discharge.
  Section 11 Notices.
  Section 12 Further Assurances.
  Section 13 Successors and Assigns.
  Term Loan
 - 5 -




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##### 



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.
  Section 16 Severability.
  Section 17 Governing Law.
  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 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.
 Term Loan
 - 6 -




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(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 SECTION 11.19 THEREOF, SHALL GOVERN AND CONTROL THE EXERCISE OF
REMEDIES BY COLLATERAL AGENT.
 [signature page follows]
 Term Loan
 - 7 -




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##### 



IN WITNESS WHEREOF
 NOVELIS INC.By:Authorized Signing Officer Term Loan




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##### 



Exhibit M
- 3
 EXECUTION COPY
 Dated __ December 2010
  NOVELIS ITALIA SPA
  BANK OF AMERICA, N.A.
 
 SECURITY AGREEMENT
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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##### 



2




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##### 



CONTENTS
 Clause
    
    Page1. INTERPRETATION
    
    
    12. CREATION OF SECURITY
    
    
    53. REPRESENTATIONS  GENERAL
    
    
    74. RESTRICTIONS ON DEALINGS
    
    
    75. ACCOUNTS
    
    
    86. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    97. ENFORCEMENT OF SECURITY
    
    
    108. RECEIVER
    
    
    119. POWERS OF RECEIVER
    
    
    1210. APPLICATION OF PROCEEDS
    
    
    1411. TAXES, EXPENSES AND INDEMNITY
    
    
    1412. DELEGATION
    
    
    1513. FURTHER ASSURANCES
    
    
    1514. POWER OF ATTORNEY
    
    
    1515. PRESERVATION OF SECURITY
    
    
    1616. MISCELLANEOUS
    
    
    1817. RELEASE
    
    
    2018. COUNTERPARTS
    
    
    2019. NOTICES
    
    
    2020. GOVERNING LAW
    
    
    2121. ENFORCEMENT
    
    
    22SCHEDULE 1Security Assets
    
    
    24PART 1             Security Accounts
    
    
    24SCHEDULE 2Forms of Letter for Security Accounts
    
    
    25PART 1             Notice to Account Bank
    
    
    25PART 2             Acknowledgement of Account Bank
    
    
    28PART 3             Letter for Operation of Security Accounts
    
    
    30
 iii




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##### 



THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS ITALIA SPAa 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
 1.
    
    INTERPRETATION1.1
    
    Definitions
 In this Deed (including its Recitals):
 Account Bankmeans a bank with whom a Security Account is maintained.
 Actmeans the Law of Property Act 1925.
 Credit Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
 Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.
 Novelis Europemeans 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.
 Partymeans a party to this Deed.
 Receivermeans 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 Security Agreementmeans the security agreement dated on or about the date
of this Deed between the Chargor and the Revolving Credit Collateral Agent.
 Securitymeans any Security Interest created, evidenced or conferred by or under this Deed.
 Security Accountmeans in relation to the Chargor:
 1




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(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 Assetsmeans any and all assets of the Chargor that are the subject of this
Security.
 Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.
 Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.
 Territorymeans 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 agreementincludes any legally binding arrangement, agreement, contract,
deed or instrument (in each case whether oral or written);(c)
    
    an amendmentincludes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amendand amended
shall be construed accordingly;(d)
    
    assetsincludes 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 consentincludes an authorisation, permit, approval, consent, exemption,
licence, order, filing, registration, recording, notarisation, permission or waiver;(f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;(h)
    
    includingmeans including without limitation and includesand includedshall
be construed accordingly;
 2




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(i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;(k)
    
    a personincludes 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 regulationincludes 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.
 (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
 3




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##### 



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 SECTION 10.19 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
 4




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##### 



RESOLVED AS AFORESAID, THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT SHALL CONTROL AND
GOVERN.
 2.
    
    CREATION OF SECURITY2.1
    
    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.
 2.3
    
    Floating charge
 (a)
    
    The Chargor charges by way of a floating charge all of those assets purported
to be charged under Clause 2.2 that are not effectively charged by way of fixed charge
or assigned under this Deed.
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(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
Collateral Agent to the Chargor, be reconverted into a floating charge in relation to
the Security Assets specified in such notice.
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3.
    
    REPRESENTATIONS  GENERAL3.1
    
    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,
 unless permitted under the Credit Agreement.
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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.
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(b)
    
    The Chargor shall not 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)
    
    The Chargor must ensure that none of its Security Accounts is overdrawn at
any time other than in accordance with any Cash Management Document.(d)
    
    The 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
    
    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.
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7.
    
    ENFORCEMENT OF SECURITY7.1
    
    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




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(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.
    
    RECEIVER8.1
    
    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.
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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 (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 businessA Receiver may carry on any business of the Chargor in any manner he thinks fit.
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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
    
    LendingA Receiver may lend money or advance credit to any customer of the Chargor.
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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 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




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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
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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




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##### 



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




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(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




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(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




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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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit 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 19.2(a) the address of the Chargor shall be:
 20




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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 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




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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




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(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.
  23




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SCHEDULE 1
 SECURITY ASSETS
 PART 1  SECURITY ACCOUNTS
 Account Bank
    
    Security Account number(s)
    
    Security Account nameDB London
    
    
    
    Novelis Italia SpA (USD)
 24




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FORMS OF LETTER FOR SECURITY ACCOUNTS
 PART 1
 NOTICE TO ACCOUNT BANK
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDor, 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.
 insert details
  (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




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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.
  (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.
   26




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 
  
  27




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PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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




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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.
    
 29




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PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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).
        
  (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.
   30




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(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit Collateral
Agent
  
  31




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##### 



SIGNATORIES
 Signed, Sealed and Delivered as a Deed
    
    )by duly appointed attorney
    
    )
    
    AttorneyFor and on behalf of
    
    )
    
    AttorneyNOVELIS ITALIA SPA
    
    )
 32




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BANK OF AMERICA, N.A.
 33




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##### 



EXECUTION COPY
 Dated __ December 2010
  NOVELIS FOIL FRANCE S.A.S.
   BANK OF AMERICA, N.A.
  
 SECURITY AGREEMENT
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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2




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CONTENTS
 Clause
    
    Page1. INTERPRETATION
    
    
    12. CREATION OF SECURITY
    
    
    53. REPRESENTATIONS  GENERAL
    
    
    74. RESTRICTIONS ON DEALINGS
    
    
    75. ACCOUNTS
    
    
    86. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    97. ENFORCEMENT OF SECURITY
    
    
    98. RECEIVER
    
    
    119. POWERS OF RECEIVER
    
    
    1210. APPLICATION OF PROCEEDS
    
    
    1411. TAXES, EXPENSES AND INDEMNITY
    
    
    1412. DELEGATION
    
    
    1513. FURTHER ASSURANCES
    
    
    1514. POWER OF ATTORNEY
    
    
    1515. PRESERVATION OF SECURITY
    
    
    1616. MISCELLANEOUS
    
    
    1817. RELEASE
    
    
    2018. COUNTERPARTS
    
    
    2019. NOTICES
    
    
    2020. GOVERNING LAW
    
    
    2121. ENFORCEMENT
    
    
    22SCHEDULE 1 Security Assets
    
    
    24PART 1 Security Accounts
    
    
    24SCHEDULE 2 Forms of Letter for Security Accounts
    
    
    25PART 1 Notice to Account Bank
    
    
    25PART 2 Acknowledgement of Account Bank
    
    
    28PART 3 Letter for Operation of Security Accounts
    
    
    30
 iii




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##### 



THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS FOIL FRANCE SASA 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
 1.
    
    INTERPRETATION
 1.1
    
    Definitions
 In this Deed (including its Recitals):
 Account Bankmeans a bank with whom a Security Account is maintained.
 Actmeans the Law of Property Act 1925.
 Credit Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
 Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.
 Novelis Europemeans 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.
 Partymeans a party to this Deed.
 Receivermeans 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 Security Agreementmeans the security agreement dated on or about the date
of this Deed between the Chargor and the Revolving Credit Collateral Agent.
 Securitymeans any Security Interest created, evidenced or conferred by or under this Deed.
 Security Accountmeans in relation to the Chargor:
 1




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(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 Assetsmeans any and all assets of the Chargor that are the subject of this
Security.Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.Territorymeans 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 agreementincludes any legally binding arrangement, agreement,
contract, deed or instrument (in each case whether oral or written);
 (c)
    
    an amendmentincludes any amendment, supplement, variation, waiver,
novation, modification, replacement or restatement (however fundamental) and amendand
amendedshall be construed accordingly;
 (d)
    
    assetsincludes 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 consentincludes an authorisation, permit, approval, consent,
exemption, licence, order, filing, registration, recording, notarisation, permission
or waiver;
 (f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;
 (h)
    
    includingmeans including without limitation and includesand included
shall be construed accordingly;
 2




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(i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;
 (k)
    
    a personincludes 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 regulationincludes 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.
 (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
 3




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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 SECTION 10.19 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
 4




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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.
 2.3
    
    Floating charge
 (a)
    
    The Chargor charges by way of a floating charge all of those assets
purported to be charged under Clause 2.2 that are not effectively charged by way of
fixed charge or assigned under this Deed.
 5




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(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,
  (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.
 6




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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,
 unless permitted under the Credit Agreement.
 7




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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




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(b)
    
    The Chargor shall not 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)
    
    The Chargor must ensure that none of its Security Accounts is overdrawn
at any time other than in accordance with any Cash Management Document.
 (d)
    
    The 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
    
    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).
 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.
 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.
 9




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(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:
 (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.
 10




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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
commerceand/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 commerceor 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 tantothe 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.
 (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




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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:
 (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.
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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.
 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.
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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 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.
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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




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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




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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
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(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




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(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.
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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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit 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 19.2(a) the address of the Chargor shall be:
 20




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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 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




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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




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(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.
  23




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SCHEDULE 1
 SECURITY ASSETS
 PART 1  SECURITY ACCOUNTS
 Account Bank
    
    Security Account number(s)
    
    Security Account nameDB London
    
    
    
    
    
    Novelis Foil France SAS (GBP)DB London
    
    
    
    
    
    Novelis Foil France SAS (USD)
 24




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FORMS OF LETTER FOR SECURITY ACCOUNTS
 PART 1
 NOTICE TO ACCOUNT BANK
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDor, 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.
 insert details
  (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




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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.
  (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.
   26




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 
  
   27




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##### 



PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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




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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.
    
  29




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PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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).
        
  (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.
   30




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31




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SIGNATORIES
 Signed, Sealed and Delivered as a Deed
    
    
    )by duly appointed attorney
    
    
    )
    
    
    AttorneyFor and on behalf of
    
    
    )NOVELIS FOIL FRANCE S.A.S.
    
    
    )
 32




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BANK OF AMERICA, N.A.
 
 Christopher Kelly Wall, Managing Director 33




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EXECUTION
COPY
 Dated __ December 2010
  NOVELIS LUXEMBOURG S.A.
  BANK OF AMERICA, N.A.
   SECURITY AGREEMENT
   i




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CONTENTSClause
    
    Page1. INTERPRETATION
    
    
    12. CREATION OF SECURITY
    
    
    53. REPRESENTATIONS  GENERAL
    
    
    74. RESTRICTIONS ON DEALINGS
    
    
    85. ACCOUNTS
    
    
    86. CASH MANAGEMENT DOCUMENTS
    
    
    107. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    128. ENFORCEMENT OF SECURITY
    
    
    129. ADMINISTRATOR
    
    
    1310. RECEIVER
    
    
    1411. POWERS OF RECEIVER
    
    
    1512. APPLICATION OF PROCEEDS
    
    
    1613. TAXES, EXPENSES AND INDEMNITY
    
    
    1714. DELEGATION
    
    
    1715. FURTHER ASSURANCES
    
    
    1716. POWER OF ATTORNEY
    
    
    1817. PRESERVATION OF SECURITY
    
    
    1818. MISCELLANEOUS
    
    
    2019. RELEASE
    
    
    2220. COUNTERPARTS
    
    
    2221. NOTICES
    
    
    2222. GOVERNING LAW
    
    
    2323. ENFORCEMENT
    
    
    24SCHEDULE 1Security Assets
    
    
    26PART 1 Security Accounts
    
    
    26PART 2 Cash Management Documents
    
    
    26SCHEDULE 2Forms of Letter for Security Accounts
    
    
    27PART 1 Notice to Account Bank
    
    
    27PART 2 Acknowledgement of Account Bank
    
    
    30PART 3 Letter for Operation of Security Accounts
    
    
    32SCHEDULE 3Forms of Letter for Cash Management Documents
    
    
    34PART 1 Notice to Counterparty
    
    
    34PART 2 Acknowledgement of Counterparty
    
    
    36
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THIS DEED
 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
 1.
    
    INTERPRETATION1.1
    
    Definitions
 In this Deed (including its Recitals):
 Account Bankmeans a bank with whom a Security Account is maintained.
 Actmeans the Law of Property Act 1925.
 Cash Management Documentmeans 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 Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
 Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.
 Novelis Europemeans 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.
 Partymeans a party to this Deed.
 Realisation Noticemeans the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.
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Receivermeans 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 Security Agreementmeans the security agreement dated on or about the date
of this Deed between the Chargor and the Revolving Credit Collateral Agent.
 Securitymeans any Security Interest created, evidenced or conferred by or under this Deed.
 Security Accountmeans in relation to the Chargor:
 (a)
    
    (i)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 Assetsmeans any and all assets of the Chargor that are the subject of this
Security.Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.Territorymeans England and Wales.1.2
    
    ConstructionIn this Deed:
 (a)
    
    capitalisedterms defined in the Credit Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed;
 (b)
    
    an agreementincludes any legally binding arrangement, agreement, contract,
deed or instrument (in each case whether oral or written);
 (c)
    
    an amendmentincludes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amendand amended
shall be construed accordingly;
 (d)
    
    assetsincludes 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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(e)
    
    a consentincludes an authorisation, permit, approval, consent, exemption,
licence, order, filing, registration, recording, notarisation, permission or waiver;
 (f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;
 (h)
    
    includingmeans including without limitation and includesand includedshall
be construed accordingly;
 (i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;
 (k)
    
    a personincludes 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 regulationincludes 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;
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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;
 (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 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.
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EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THE CREDIT AGREEMENT, INCLUDING SECTION 10.19 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 SECURITY2.1
    
    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.
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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 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
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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  GENERAL3.1
    
    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:
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(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.
    
    ACCOUNTS5.1
    
    AccountsAll 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.
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(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)
    
    The Chargor shall not 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)
    
    The Chargor must ensure that none of its Security Accounts is overdrawn at
any time other than in accordance with any Cash Management Document.(d)
    
    The 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,
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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 DOCUMENTS6.1
    
    RepresentationsThe 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;
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(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
    
    PreservationThe 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 undertakingThe 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 assignmentThe 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 or any
Deed of Accession by which it became party to this Deed.
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7.
    
    WHEN SECURITY BECOMES ENFORCEABLE7.1
    
    TimingThis Security will become immediately enforceable if an Event of Default is continuing.7.2
    
    EnforcementAfter 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 SECURITY8.1
    
    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
    
    PrivilegesEach 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 partiesNo 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;
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(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.
    
    ADMINISTRATOR9.1
    
    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 personmeans 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.
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10.
    
    RECEIVER10.1
    
    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
    
    RemovalThe 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
    
    RemunerationThe 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
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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 RECEIVER11.1
    
    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
    
    PossessionA 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.(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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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
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.11.12
    
    LendingA Receiver may lend money or advance credit to any customer of the Chargor.11.13
    
    Protection of assetsA 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
 16




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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.
    
    DELEGATION14.1
    
    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
 17




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(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 SECURITY17.1
    
    Continuing securityThis 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;
 18




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(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:
 (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);
 19




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(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.18.
    
    MISCELLANEOUS18.1
    
    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
 20




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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.18.7
    
    Perpetuity periodThe 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.
 21




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(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.
    
    RELEASEAt 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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit Security Agreement, including
serving any notice thereunder.20.
    
    COUNTERPARTSThis 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.
    
    NOTICES21.1
    
    Communications in WritingEach 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 Luxembourg SAZone Industrielle de RiedgenL-3401 DudelangeLuxembourgPhone: +352 51 86 64 -1Fax: + 352 51 86 64 210Attention: Plant Manager
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cc:Novelis AGatt. Legal DepartmentSternenfeldstrasse 19CH 8700 Küsnacht ZHSwitzerlandPhone: +41 44 386 2150Fax: +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(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 LAWThis Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.
 23




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23.
    
    ENFORCEMENT23.1
    
    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;
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(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.
  25




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SCHEDULE 1
 SECURITY ASSETS
 PART 1  SECURITY ACCOUNTS
 Security AccountAccount Bank
    
    number(s)
    
    Security Account nameDB London
    

    
    
    
    Novelis Luxembourg SA (GBP)DB London
    

    
    
    
    Novelis Luxembourg SA (USD)
 PART 2  CASH MANAGEMENT DOCUMENTS
 26




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##### 



FORMS OF LETTER FOR SECURITY ACCOUNTS
 PART 1
 NOTICE TO ACCOUNT BANK
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDor, 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.
 insert details
  (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




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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.
  (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.
   28




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##### 



(Authorised signatory)
  29




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##### 



PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice FIRST Security Accounts SECOND FIRST
  (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




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##### 



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.
    (Authorised signatory) [Account Bank]
 31




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##### 



PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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).
   (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.
   32




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##### 



33




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##### 



SCHEDULE 3
 FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS
 PART 1
 NOTICE TO COUNTERPARTY
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDsubject 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].
  (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.
  34




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##### 



(Authorised signatory)
  35




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##### 



PART 2
 ACKNOWLEDGEMENT OF COUNTERPARTY
     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)
 Chargor Notice FIRST Cash Management Document[s] SECOND
  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




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##### 



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.
   (Authorised signatory)
  37




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##### 



SIGNATORIES
   NOVELIS LUXEMBOURG S.A.
 
 
 38




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##### 



BANK OF AMERICA, N.A.
 Christopher Kelly Wall, Managing Director
 39




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##### 



EXECUTION COPY
 Dated __ December 2010
  NOVELIS PAE S.A.S.
   BANK OF AMERICA, N.A.
  
 SECURITY AGREEMENT
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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##### 



CONTENTS
 Clause
    
    Page1.  INTERPRETATION
    
    12.  CREATION OF SECURITY
    
    53.  REPRESENTATIONS  GENERAL
    
    74.  RESTRICTIONS ON DEALINGS
    
    85.  ACCOUNTS
    
    86.  CASH MANAGEMENT DOCUMENTS
    
    107.  WHEN SECURITY BECOMES ENFORCEABLE
    
    118.  ENFORCEMENT OF SECURITY
    
    129.  ADMINISTRATOR
    
    1310. RECEIVER
    
    1411. POWERS OF RECEIVER
    
    1512. APPLICATION OF PROCEEDS
    
    1713. TAXES, EXPENSES AND INDEMNITY
    
    1714. DELEGATION
    
    1715. FURTHER ASSURANCES
    
    1816. POWER OF ATTORNEY
    
    1817. PRESERVATION OF SECURITY
    
    1818. MISCELLANEOUS
    
    2119. RELEASE
    
    2220. COUNTERPARTS
    
    2221. NOTICES
    
    2322. GOVERNING LAW
    
    2423. ENFORCEMENT
    
    24SCHEDULE 1  Security Assets
    
    26PART 1
              Security Accounts
    
    26PART 2               Cash Management Documents
    
    26SCHEDULE 2  Forms of Letter for Security Accounts
    
    27PART 1               Notice to Account Bank
    
    27PART 2               Acknowledgement of Account Bank
    
    30PART 3               Letter for Operation of Security Accounts
    
    32SCHEDULE 3  Forms of Letter for Cash Management Documents
    
    34PART 1               Notice to Counterparty
    
    34PART 2               Acknowledgement of Counterparty
    
    36
 ii




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##### 



THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS PAEa French Société par actions simplifiéewith 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
 1.
    
    INTERPRETATION1.1
    
    DefinitionsIn this Deed (including its Recitals):Account Bankmeans a bank with whom a Security Account is maintained.Actmeans the Law of Property Act 1925.Cash Management Documentmeans 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 Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.Novelis Europemeans 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.Partymeans a party to this Deed.Realisation Noticemeans 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




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##### 



Receivermeans 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 Security Agreementmeans the security agreement dated on or about the date
of this Deed between the Chargor and the Revolving Credit Collateral Agent.Securitymeans any Security Interest created, evidenced or conferred by or under this Deed.Security Accountmeans 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 Assetsmeans any and all assets of the Chargor that are the subject of this
Security.Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.Territorymeans England and Wales.1.2
    
    ConstructionIn this Deed:
 (a)
    
    capitalisedterms defined in the Credit Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed;(b)
    
    an agreementincludes any legally binding arrangement, agreement, contract,
deed or instrument (in each case whether oral or written);(c)
    
    an amendmentincludes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amendand amended
shall be construed accordingly;(d)
    
    assetsincludes 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;
 2




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##### 



(e)
    
    a consentincludes an authorisation, permit, approval, consent, exemption,
licence, order, filing, registration, recording, notarisation, permission or waiver;(f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;(h)
    
    includingmeans including without limitation and includesand includedshall
be construed accordingly;(i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;(k)
    
    a personincludes 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 regulationincludes 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;
 3




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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;(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 DeedNOTWITHSTANDING 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.
 4




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##### 



EXCEPT AS PROVIDED FOR IN THIS PARAGRAPH, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
THE CREDIT AGREEMENT, INCLUDING SECTION 10.19 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 SECURITY2.1
    
    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.
 5




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##### 



2.2
    
    Credit balancesThe 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 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
 6




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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  GENERAL3.1
    
    Nature of securityThe 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:
 7




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(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 DEALINGSThe 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.
    
    ACCOUNTS5.1
    
    AccountsAll 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.
 8




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(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)
    
    The Chargor shall not 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)
    
    The Chargor must ensure that none of its Security Accounts is overdrawn at
any time other than in accordance with any Cash Management Document.(d)
    
    The 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,
 9




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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 DOCUMENTS6.1
    
    RepresentationsThe 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.
 10




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6.2
    
    PreservationThe 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 undertakingThe 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 assignmentThe 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 or any
Deed of Accession by which it became party to this Deed.
 7.
    
    WHEN SECURITY BECOMES ENFORCEABLE7.1
    
    TimingThis Security will become immediately enforceable if an Event of Default is continuing.
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7.2
    
    EnforcementAfter 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 SECURITY8.1
    
    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 possessionNeither 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
    
    PrivilegesEach 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 partiesNo 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.
 12




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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
    
    ContingenciesIf 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
commerceand/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 commerceor 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 any Receiver pursuant to
this Deed shall reduce pro tantothe 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.
    
    ADMINISTRATOR9.1
    
    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
 13




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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 personmeans 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.
    
    RECEIVER10.1
    
    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
    
    RemovalThe 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
    
    RemunerationThe 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.
 14




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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 AgentTo 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 RECEIVER11.1
    
    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
    
    PossessionA Receiver may take immediate possession of, get in, and collect any Security Asset.11.3
    
    Carry on businessA 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.
 15




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11.5
    
    Borrow moneyA 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
    
    CompromiseA 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 actionsA 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
    
    ReceiptsA 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
    
    SubsidiariesA Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.11.11
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.11.12
    
    LendingA Receiver may lend money or advance credit to any customer of the Chargor.11.13
    
    Protection of assetsA 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 powersA Receiver may:
 16




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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.
 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.
    
    DELEGATION14.1
    
    Power of AttorneyThe 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
    
    TermsAny such delegation may be made upon any terms (including power to sub-delegate) which the
Collateral Agent or any Receiver may think fit.
 17




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14.3
    
    LiabilityNeither 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 ASSURANCESThe 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 ATTORNEYFollowing 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 SECURITY17.1
    
    Continuing securityThis 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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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 defencesThe 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 recourseThe 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
    
    AppropriationsUntil 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:
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(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-competitionUnless:
 (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 documentsTo 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
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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 ChargorThe 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.
    
    MISCELLANEOUS18.1
    
    Covenant to payThe 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
    
    InterestIf 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
    
    TackingEach 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 depositsWithout 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.
 18.6
    
    Notice of assignmentThis 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 periodThe 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.
    
    RELEASEAt 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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit Security Agreement, including
serving any notice thereunder.
 20.
    
    COUNTERPARTSThis 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.
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21.
    
    NOTICES21.1
    
    Communications in WritingEach 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 Managerwith 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 numberPromptly 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.
 23




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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 LAWThis Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.23.
    
    ENFORCEMENT23.1
    
    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
 24




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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 juryEACH 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.
  25




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SCHEDULE 1
 SECURITY ASSETS
 PART 1  SECURITY ACCOUNTS
 Account Bank
    
    Security Account number(s)
    
    Security Account nameDB London
    
    
    
    
    
    Novelis PAE SAS (GBP)DB London
    
    
    
    
    
    Novelis PAE SAS (USD)
 PART 2  CASH MANAGEMENT DOCUMENTS
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FORMS OF LETTER FOR SECURITY ACCOUNTS
 PART 1
 NOTICE TO ACCOUNT BANK
 To: [Account Bank]
    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)
  1.
    
    FIRSTthat 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; and2.
    
    SECONDor, 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.
 insert details
  (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




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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.
  (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.
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 
    29




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PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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




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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.
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PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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); and3.
    
    the acknowledgement dated [] issued by you to in response to the Notice (the
Acknowledgement).
        
  (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.
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33




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SCHEDULE 3
 FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS
 PART 1
 NOTICE TO COUNTERPARTY
     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)
  1.
    
    FIRSTthat 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]); and2.
    
    SECONDsubject 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].
  (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.
  34




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 
       35




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PART 2
 ACKNOWLEDGEMENT OF COUNTERPARTY
     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)
 Chargor Notice  FIRST Cash Management Document[s] SECOND
  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




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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.
     37




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SIGNATORIES
 Signed, Sealed and Delivered as a Deed
    
    )
    

______
Attorneyby duly appointed attorney
    
    )For and on behalf of
    
    )NOVELIS PAE S.A.S.
    
    )
 38




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SIGNED as a deed by BANK OF AMERICA, N.A.
in its capacity as Collateral Agent
acting by authorised signatory:
  39




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EXECUTION COPY
 Dated __ December 2010
  NOVELIS SWITZERLAND S.A.
   BANK OF AMERICA, N.A.
  
 SECURITY AGREEMENT
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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2




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CONTENTS
 Clause
    
    Page1. INTERPRETATION
    
    
    12. CREATION OF SECURITY
    
    
    53. REPRESENTATIONS  GENERAL
    
    
    74. RESTRICTIONS ON DEALINGS
    
    
    85. ACCOUNTS
    
    
    86. CASH MANAGEMENT DOCUMENTS
    
    
    107. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    128. ENFORCEMENT OF SECURITY
    
    
    129. ADMINISTRATOR
    
    
    1310. RECEIVER
    
    
    1411. POWERS OF RECEIVER
    
    
    1512. APPLICATION OF PROCEEDS
    
    
    1713. TAXES, EXPENSES AND INDEMNITY
    
    
    1714. DELEGATION
    
    
    1715. FURTHER ASSURANCES
    
    
    1816. POWER OF ATTORNEY
    
    
    1817. PRESERVATION OF SECURITY
    
    
    1818. MISCELLANEOUS
    
    
    2119. RELEASE
    
    
    2220. COUNTERPARTS
    
    
    2221. NOTICES
    
    
    2222. GOVERNING LAW
    
    
    2423. ENFORCEMENT
    
    
    24SCHEDULE 1Security Assets
    
    
    26PART 1 Security Accounts
    
    
    26PART 2 Cash Management Documents
    
    
    26SCHEDULE 2Forms of Letter for Security Accounts
    
    
    27PART 1 Notice to Account Bank
    
    
    27PART 2 Acknowledgement of Account Bank
    
    
    30PART 3 Letter for Operation of Security Accounts
    
    
    32SCHEDULE 3Forms of Letter for Cash Management Documents
    
    
    34PART 1 Notice to Counterparty
    
    
    34PART 2 Acknowledgement of Counterparty
    
    
    36
 iii




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THIS DEED
 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
 1.
    
    INTERPRETATION1.1
    
    Definitions
 In this Deed (including its Recitals):
 Account Bankmeans a bank with whom a Security Account is maintained.
 Actmeans the Law of Property Act 1925.
 Cash Management Documentmeans 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 Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
 Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.
 Novelis Europemeans 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.
 Partymeans a party to this Deed.
 Realisation Noticemeans the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.
 Receivermeans 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.
 1




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Revolving Credit Security Agreement
 Security
 Security Account
 (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
 Security Interest
 Security Period
 Security Trust Deed
 Term Loan Release Date
 Territory
 1.2
    
    Construction
 In this Deed:
 (a)
    
    capitalisedterms defined in the Credit Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed;
 (b)
    
    an agreementincludes any legally binding arrangement, agreement,
contract, deed or instrument (in each case whether oral or written);
 (c)
    
    an amendmentincludes any amendment, supplement, variation, waiver,
novation, modification, replacement or restatement (however fundamental) and amendand
amendedshall be construed accordingly;
 (d)
    
    assetsincludes 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 consentincludes an authorisation, permit, approval, consent, exemption,
licence, order, filing, registration, recording, notarisation, permission or waiver;
 2




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(f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;
 (h)
    
    includingmeans including without limitation and includesand included
shall be construed accordingly;
 (i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;
 (k)
    
    a personincludes 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 regulationincludes 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;
 3




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(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 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,
 4




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INCLUDING SECTION 10.19 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 SECURITY2.1
    
    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.
 5




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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 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
 6




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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,
  (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  GENERAL3.1
    
    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:
 7




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(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.
    
    ACCOUNTS5.1
    
    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.
 8




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(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)
    
    The Chargor shall not 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)
    
    The Chargor must ensure that none of its Security Accounts is overdrawn at
any time other than in accordance with any Cash Management Document.
 (d)
    
    The 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,
 9




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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 endeavors 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 DOCUMENTS6.1
    
    Representations
  (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
 10




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(d)
    
    its entry into and performance of this Deed will not conflict with any
term of any of its Cash Management Documents.
 6.2
    
    PreservationThe 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 undertakingThe 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 assignmentThe 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 or any
Deed of Accession by which it became party to this Deed.
 11




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7.
    
    WHEN SECURITY BECOMES ENFORCEABLE7.1
    
    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 SECURITY8.1
    
    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:
 (a)
    
    whether the Secured Obligations have become payable;
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(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.
    
    ADMINISTRATOR9.1
    
    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
 13




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 21 of Schedule B1 of the Insolvency Act 1986 (Appointment of administrator by
holder of floating charge).
 (c)
    
    In this Clause qualified personmeans 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.
    
    RECEIVER10.1
    
    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.
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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.
 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 RECEIVER11.1
    
    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.
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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




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(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.
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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




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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
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(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




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The Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.
 18.
    
    MISCELLANEOUS18.1
    
    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.
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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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit 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.
    
    NOTICES21.1
    
    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.
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(b)
    
    For the purposes of Clause 21.2(a) the address of the Chargor shall be:
 
 
 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.
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22.
    
    GOVERNING LAW
 This Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.
 23.
    
    ENFORCEMENT23.1
    
    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




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##### 



(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.
  25
      SCHEDULE 1
 SECURITY ASSETS
 PART 1  SECURITY ACCOUNTS
 Account Bank
    
    Security Account number(s)
    
    Security Account nameDB 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
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDor, 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.
 insert details
  (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.
  (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.
   28
       
  
  29
      PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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.
    
  31
       PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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).
        
  (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.
   32




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33




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##### 



SCHEDULE 3
 FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS
PART 1
NOTICE TO COUNTERPARTY
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDsubject 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].
  (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.
  34




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 
     
  35




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PART 2
ACKNOWLEDGEMENT OF COUNTERPARTY
     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)
 Chargor Notice  FIRST Cash Management Document[s] SECOND
  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




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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.
   
  37




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SIGNATORIES
 Signed, Sealed and Delivered as a Deedby duly appointed attorney
    
    )For and on behalf of
    
    )NOVELIS SWITZERLAND S.A.
 38




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BANK OF AMERICA, N.A.
 Christopher Kelly Wall, Managing Director
 39




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EXECUTION COPY
 Dated __ December 2010
  NOVELIS AG
   BANK OF AMERICA, N.A.
  
 SECURITY AGREEMENT
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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2




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CONTENTSClause
    

    Page1. INTERPRETATION
    
    
    12. CREATION OF SECURITY
    
    
    53. REPRESENTATIONS  GENERAL
    
    
    74. RESTRICTIONS ON DEALINGS
    
    
    85. ACCOUNTS
    
    
    86. CASH MANAGEMENT DOCUMENTS
    
    
    107. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    128. ENFORCEMENT OF SECURITY
    
    
    129. ADMINISTRATOR
    
    
    1310. RECEIVER
    
    
    1411. POWERS OF RECEIVER
    
    
    1512. APPLICATION OF PROCEEDS
    
    
    1713. TAXES, EXPENSES AND INDEMNITY
    
    
    1714. DELEGATION
    
    
    1715. FURTHER ASSURANCES
    
    
    1816. POWER OF ATTORNEY
    
    
    1817. PRESERVATION OF SECURITY
    
    
    1818. MISCELLANEOUS
    
    
    2119. RELEASE
    
    
    2220. COUNTERPARTS
    
    
    2221. NOTICES
    
    
    2222. GOVERNING LAW
    
    
    2323. ENFORCEMENT
    
    
    23SCHEDULE 1Security Assets
    
    
    26PART 1 Security Accounts
    
    
    26PART 2 Cash Management Documents
    
    
    26SCHEDULE 2Forms of Letter for Security Accounts
    
    
    27PART 1 Notice to Account Bank
    
    
    27PART 2 Acknowledgement of Account Bank
    
    
    30PART 3 Letter for Operation of Security Accounts
    
    
    32SCHEDULE 3Forms of Letter for Cash Management Documents
    
    
    34PART 1 Notice to Counterparty
    
    
    34PART 2 Acknowledgement of Counterparty
    
    
    36




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THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS AGa 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
 1.
    
    INTERPRETATION
 1.1
    
    Definitions
 In this Deed (including its Recitals):
 Account Bankmeans a bank with whom a Security Account is maintained.
 Actmeans the Law of Property Act 1925.
 Cash Management Documentmeans 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 Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.
 Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.
 Novelis Europemeans 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.
 Partymeans a party to this Deed.
 Realisation Noticemeans the written notice (Androhung) given by the Collateral Agent to
the Chargor in advance of its intention to realise any of the Security Assets.
 Receivermeans 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.
 1




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Revolving Credit Security Agreementmeans the security agreement dated on or about the date
of this Deed between the Chargor and the Revolving Credit Collateral Agent.
 Securitymeans any Security Interest created, evidenced or conferred by or under this Deed.
 Security Accountmeans 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 Assetsmeans any and all assets of the Chargor that are the subject of this
Security.
 Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.
 Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.
 Territorymeans England and Wales.1.2
    
    Construction
 In this Deed:
 (a)
    
    capitalisedterms defined in the Credit Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed;(b)
    
    an agreementincludes any legally binding arrangement, agreement, contract,
deed or instrument (in each case whether oral or written);(c)
    
    an amendmentincludes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amendand amended
shall be construed accordingly;(d)
    
    assetsincludes 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 consentincludes an authorisation, permit, approval, consent, exemption,
licence, order, filing, registration, recording, notarisation, permission or waiver;
 2




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(f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;(h)
    
    includingmeans including without limitation and includesand includedshall
be construed accordingly;(i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;(k)
    
    a personincludes 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 regulationincludes 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;
 3




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##### 



(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 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,
 4




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INCLUDING SECTION 10.19 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 SECURITY2.1
    
    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.
 5




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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 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
 6




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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,
  (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;(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:
 7




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(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.
    
    ACCOUNTS5.1
    
    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.
 8




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(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)
    
    The Chargor shall not 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)
    
    The Chargor must ensure that none of its Security Accounts is overdrawn at
any time other than in accordance with any Cash Management Document.(d)
    
    The 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,
 9




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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;(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
 10




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(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 (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.
 11




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7.
    
    WHEN SECURITY BECOMES ENFORCEABLE7.1
    
    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 SECURITY8.1
    
    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:
 (a)
    
    whether the Secured Obligations have become payable;
 12




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(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.
    
    ADMINISTRATOR9.1
    
    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
 13




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- 21 of Schedule B1
of the Insolvency Act 1986 (Appointment of administrator by holder of floating
charge).(c)
    
    In this Clause qualified personmeans 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.
    
    RECEIVER10.1
    
    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.
 14




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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.
 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 RECEIVER11.1
    
    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
    
    PossessionA Receiver may take immediate possession of, get in, and collect any Security Asset.11.3
    
    Carry on businessA 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




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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
    
    ReceiptsA 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
    
    SubsidiariesA Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.11.11
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.11.12
    
    LendingA Receiver may lend money or advance credit to any customer of the Chargor.11.13
    
    Protection of assetsA 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 powersA 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




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(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.
    
    DELEGATION14.1
    
    Power of AttorneyThe 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
    
    TermsAny 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
    
    LiabilityNeither 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




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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 SECURITY17.1
    
    Continuing securityThis 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




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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
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(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.
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The
Chargor will hold any security held by it in breach of this provision on trust for the
Collateral Agent.18.
    
    MISCELLANEOUS18.1
    
    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
    
    InterestIf 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
    
    TackingEach 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.
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18.7
    
    Perpetuity periodThe 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.
    
    RELEASEAt 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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit Security Agreement, including
serving any notice thereunder.20.
    
    COUNTERPARTSThis 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.
    
    NOTICES21.1
    
    Communications in WritingEach 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




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(b)
    
    For the purposes of Clause 21.2(a) the address of the Chargor shall be:
 
 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.
    
    ENFORCEMENT23.1
    
    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)
 23




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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;(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




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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.
  25




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SCHEDULE 1
 SECURITY ASSETS
 PART 1  SECURITY ACCOUNTS
 Account Bank
    
    Security Account number(s)
    
    Security Account nameDB London
    
    
    
    
    
    Novelis AG (GBP)DB London
    
    
    
    
    
    Novelis AG (GBP)DB London
    
    
    
    
    
    Novelis AG (USD)DB London
    
    
    
    
    
    Novelis AG (USD)
 PART 2  CASH MANAGEMENT DOCUMENTS
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FORMS OF LETTER FOR SECURITY ACCOUNTS
 PART 1
 NOTICE TO ACCOUNT BANK
 To:
    
    [Account Bank]
    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)
  1.
    
    FIRSTthat 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.
    
    SECONDor, 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.
 insert details
  (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




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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.
  (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.
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 
  
  29




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PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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




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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.
    
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PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS
 To:
    
    [Account Bank]
   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)
  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).
        
  (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.
   32




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33




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##### 



SCHEDULE 3
 FORMS OF LETTER FOR CASH MANAGEMENT DOCUMENTS
 PART 1
 NOTICE TO COUNTERPARTY
 To:
    
    [Counterparty]
    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)
  1.
    
    FIRSTthat 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.
    
    SECONDsubject 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].
  (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.
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 
     
  35




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##### 



PART 2
 ACKNOWLEDGEMENT OF COUNTERPARTY
     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)
 Chargor Notice  FIRST Cash Management Document[s] SECOND
  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




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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.
   
  37




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SIGNATORIES
 Signed, Sealed and Delivered as a Deed
    
    )by duly appointed attorney
    
    )For and on behalf of
    
    )NOVELIS AG
    
    )
 38




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BANK OF AMERICA, N.A.
 
 39




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EXECUTION COPY
 Dated __ December 2010
  NOVELIS DEUTSCHLAND GMBH
   BANK OF AMERICA, N.A.
  
 SECURITY AGREEMENT
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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CONTENTS
 Clause
    
    Page1. INTERPRETATION
    
    
    12. CREATION OF SECURITY
    
    
    43. REPRESENTATIONS  GENERAL
    
    
    74. RESTRICTIONS ON DEALINGS
    
    
    85. ACCOUNTS
    
    
    86. CASH MANAGEMENT DOCUMENTS
    
    
    107. INTELLECTUAL PROPERTY
    
    
    118. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    139. ENFORCEMENT OF SECURITY
    
    
    1310. ADMINISTRATOR
    
    
    1611. RECEIVER
    
    
    1612. POWERS OF RECEIVER
    
    
    1713. APPLICATION OF PROCEEDS
    
    
    1914. TAXES, EXPENSES AND INDEMNITY
    
    
    1915. DELEGATION
    
    
    1916. FURTHER ASSURANCES
    
    
    2017. POWER OF ATTORNEY
    
    
    2018. PRESERVATION OF SECURITY
    
    
    2019. MISCELLANEOUS
    
    
    2220. RELEASE
    
    
    2321. COUNTERPARTS
    
    
    2422. NOTICES
    
    
    2423. GOVERNING LAW
    
    
    2524. ENFORCEMENT
    
    
    25
 ii




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THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS DEUTSCHLAND GMBHa 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
 1.
    
    INTERPRETATION
 1.1
    
    DefinitionsIn this Deed (including its Recitals):Account Bankmeans a bank with whom a Security Account is maintained.Actmeans the Law of Property Act 1925.Cash Management Documentmeans 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 Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.Groupmeans Holdings, the Borrower and any of its Restricted Subsidiaries.Novelis Europemeans 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.Partymeans a party to this Deed.Realisation Noticemeans 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 Agreementmeans the agreement between the Chargor and Novelis AG
pursuant to which certain receivables owned be the Chargor or to be created by the Chargor
under certain of its supply contracts have been sold and assigned to Novelis AG by way of a
true sale.Receivermeans 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 Security Agreementmeans the guarantee and security agreement dated on or
about the date of this Deed between the Chargor and the Revolving Credit Collateral Agent.
 1




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Securitymeans any Security Interest created, evidenced or conferred by or under this Deed.Security Accountmeans 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 Assetsmeans any and all assets of the Chargor that are the subject of this
Security.Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.Territorymeans England and Wales.UK Intellectual Propertymeans 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;
 (b)
    
    an agreementincludes any legally binding arrangement, agreement,
contract, deed or instrument (in each case whether oral or written);
 (c)
    
    an amendmentincludes any amendment, supplement, variation, waiver,
novation, modification, replacement or restatement (however fundamental) and amendand
amendedshall be construed accordingly;
 (d)
    
    assetsincludes 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 consentincludes an authorisation, permit, approval, consent,
exemption, licence, order, filing, registration, recording, notarisation, permission
or waiver;
 (f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;
 2




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(h)
    
    includingmeans including without limitation and includesand included
shall be construed accordingly;
 (i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;
 (k)
    
    a personincludes 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 regulationincludes 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.
 (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.
 3




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(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 SECTION 10.19 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 SECURITY2.1
    
    General
 (a)
    
    All this Security:
 (i)
    
    is created in favour of the Collateral Agent;
 4




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(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 balancesThe 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.
 5




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(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.
 (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:
 6




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(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  GENERAL3.1
    
    Nature of securityThe 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.
 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.
 7




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(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 DEALINGSThe 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
    
    AccountsAll 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
 (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).
 8




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##### 



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)
    
    The Chargor shall not 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)
    
    The Chargor must ensure that none of its Security Accounts is overdrawn
at any time other than in accordance with any Cash Management Document.
 (d)
    
    The 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.
 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:
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(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
 (b)
    
    take any action which might jeopardise the existence or enforceability of
any of its Cash Management Documents.
 6.3
    
    Other undertakingThe 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:
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(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 or any
Deed of Accession by which it became party to 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:
 (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 UndertakingsAt 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 UndertakingsAt 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
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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 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 AssuranceIf 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
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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 ENFORCEABLE8.1
    
    TimingThis Security will become immediately enforceable if an Event of Default is continuing.8.2
    
    EnforcementAfter 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 SECURITY9.1
    
    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 possessionNeither 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
    
    PrivilegesEach 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 partiesNo 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.
 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
    
    ContingenciesIf 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;
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(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 commencement
of enforcement and taking into account the adjustments set out above). The Secured
Parties are entitled to pursue those parts of the
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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 personmeans 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.
 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.
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(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
    
    RemovalThe 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
    
    RemunerationThe 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 AgentTo 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.
 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.
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12.2
    
    PossessionA Receiver may take immediate possession of, get in, and collect any Security Asset.12.3
    
    Carry on businessA 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 moneyA 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.
 12.7
    
    CompromiseA 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 actionsA 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
    
    ReceiptsA 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
    
    SubsidiariesA Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.12.11
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.12.12
    
    LendingA Receiver may lend money or advance credit to any customer of the Chargor.12.13
    
    Protection of assetsA 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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12.14
    
    Other powersA 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 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.
    
    DELEGATION15.1
    
    Power of AttorneyThe 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
    
    TermsAny 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
    
    LiabilityNeither 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.
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16.
    
    FURTHER ASSURANCESThe 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.
 17.
    
    POWER OF ATTORNEYFollowing 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 securityThis 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 defencesThe 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
 20




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##### 



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.
 18.4
    
    Immediate recourseThe 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
    
    AppropriationsUntil 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-competitionUnless:
 (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);
 21




---



##### 



(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 documentsTo 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 ChargorThe 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.
    
    MISCELLANEOUS19.1
    
    Covenant to payThe 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
    
    InterestIf 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.19.3
    
    TackingEach Lender must perform its obligations under the Credit Agreement (including any
obligation to make available further advances).
 22




---



##### 



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 depositsWithout 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 periodThe 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.
 (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.
    
    RELEASEAt 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
 23




---



##### 



part) from this Security, provided that to the extent that any Security Interests granted
by the Chargor over the Term Loan Priority Collateral are released under this Clause, the
Chargor shall take whatever action is required under the Revolving Credit Security
Agreement, including serving any notice thereunder.
 21.
    
    COUNTERPARTSThis 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.
    
    NOTICES22.1
    
    Communications in WritingEach 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:
 
  
 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).
 24




---



##### 



22.4
    
    Notification of address and fax numberPromptly 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 LAWThis 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.
 (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.
 25




---



##### 



(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 juryEACH 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.
  26




---



##### 



SCHEDULE 1
 SECURITY ASSETS
 PART 1  SECURITY ACCOUNTS
 Security AccountAccount Bank
    
    number(s)
    
    Security Account nameDB London
    
    
    
    Novelis Deutschland GmbH (GBP)DB London
    
    
    
    Novelis Deutschland GmbH (USD)Commerzbank
Deutschland
    
    
    
    Novelis Deutschland GmbH
 PART 2  CASH MANAGEMENT DOCUMENTS
 PART 3  UK INTELLECTUAL PROPERTY
 TRADEMARKS REGISTRATIONS
 Trademark
    
    Owner
    
    Country
    
    Application
    
    Registration
    
    Case
    
    SubName
    
    Name
    
    Name
    
    Number
    
    Number
    
    Number
    
    CaseAL-PAC
    
    Novelis Deutschland GmbH
    
    European Community
    
    4944625
    
    4944625
    
    TM2074J57S & DEVICE
    
    Novelis Deutschland GmbH
    
    European Community
    
    2934636
    
    2934636
    
    TM2922
    
    1ESEMIFLEX
    
    Novelis Deutschland GmbH
    
    European Community
    
    3786027
    
    3786027
    
    TM2748
    
    1EFF3 (DEVICE)
    
    Novelis Deutschland GmbH
    
    European Community
    
    001980812
    
    1980812
    
    TM2952
    
    EB73A & DEVICE
    
    Novelis Deutschland GmbH
    
    European Community
    
    4801239
    
    4801239
    
    NTM0012J73A & DEVICE
    
    Novelis Deutschland GmbH
    
    European Community
    
    4801783
    
    4801783
    
    NTM0013
 27




---



##### 



Trademark
    
    Owner
    
    Country
    
    Application
    
    Registration
    
    Case
    
    SubName
    
    Name
    
    Name
    
    Number
    
    Number
    
    Number
    
    CaseFF3
    
    Novelis Deutschland GmbH
    
    European Community
    
    1562933
    
    1562933
    
    TM2367
    
    1ECARADUCT
    
    Novelis Deutschland GmbH
    
    European Community
    
    1805654
    
    1805654
    
    TM2227
    
    1EB57S & DEVICE
    
    Novelis Deutschland GmbH
    
    European Community
    
    4801965
    
    4801965
    
    NTM0011ALUTRANS
    
    Novelis Deutschland GmbH
    
    European Community
    
    2612646
    
    2612646
    
    TM2145
    
    EEXINALL
    
    Novelis Deutschland GmbH
    
    European Community
    
    6751481
    
    6751481
    
    NTM0043NOVALTUBE
    
    Novelis Deutschland GmbH
    
    European Community
    
    007585037
    
    
    
    NTM0060SILPA
    
    Novelis Deutschland GmbH
    
    European Community
    
    8496663
    
    8496663
    
    TM2757ANOTREAD & DEVICE
    
    Novelis Deutschland GmbH
    
    European Community
    
    
    
    890738
    
    NTM0025
    
    1WANOSIGN & DEVICE
    
    Novelis Deutschland GmbH
    
    European Community
    
    
    
    882648
    
    NTM0003ANOBOSS & DEVICE
    
    Novelis Deutschland GmbH
    
    European Community
    
    
    
    890739
    
    NTM0024
    
    1WSIGNICOLOR
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1482693
    
    1482693
    
    TM2753ALUCON
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1333183
    
    1333183
    
    TM2110FF2 & DEVICE
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1423117
    
    1423117
    
    TM2366
 28




---



##### 



Trademark
    
    Owner
    
    Country
    
    Application
    
    Registration
    
    Case
    
    SubName
    
    Name
    
    Name
    
    Number
    
    Number
    
    Number
    
    CaseFALZONAL
& DEVICE
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1425757
    
    1425757
    
    TM2361
    
    1AL-PAC
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1411445
    
    1411445
    
    TM2074OHLER
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1313068
    
    1313068
    
    TM2591
    
    1OHLER
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1313067
    
    1313067
    
    TM2591FALZONAL
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1393352
    
    1393352
    
    TM2361
 TRADEMARK APPLICATIONS
 Trademark
    
    Owner
    
    Country
    
    Application
    
    Case
    
    SubName
    
    Name
    
    Name
    
    Number
    
    Number
    
    CaseLUMINAL
    
    Novelis Deutschland GmbH
    
    European Community
    
    
    953003
    
    
    NTM0041
    
    1W
 PATENT  REGISTRATIONS
 Owner
    
    Country
    
    Patent
    
    Case
    
    SubInvention Title
    
    Name
    
    Name
    
    Number
    
    Number
    
    CaseCIGARETTE PACKET
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    0620166
    
    IR4528
 29




---



##### 



Owner
    
    Country
    
    Patent
    
    Case
    
    SubInvention Title
    
    Name
    
    Name
    
    Number
    
    Number
    
    CaseMETALLIZED PAPER
FOR THE INNER LINER
OF CIGARETTE
PACKETS
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    0676503
    
    IR4629DOUBLE METALLIZED
PAPER
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    0703009
    
    IR4710COIL CORE MADE OF A
FLEXIBLE TUBE
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    0729911
    
    IR4751DELAMINABLE PRINTED
CIRCUIT BOARD
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    0851721
    
    IR4887VIBRATION DAMPENING
OF ROLL MILL ROLLS
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    0855233
    
    IR4991ANTIGLIDING
PROTECTIVE FOIL
STRIPABLE
PROTECTIVE FOIL FOR
METAL SHEET
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    0892124
    
    IR4979
    
    1ECOIL COATED BAND
MATERIAL, CONTAINER
MADE OF COATED BAND
MATERIAL AND
PROCESS FOR ITS
MANUFACTURING
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1028147
    
    IR5287
    
    1EFLEXIBLE TUBE FOR
AIR-CONDITIONING
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1286102
    
    IR5473
    
    EPROCESS AND DEVICE
FOR PRODUCING
FLEXIBLE TUBES
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    1948422
    
    NV0012
    
    W
 COUNTRIES  DESIGN MODELS
 30




---



##### 



Owner
    
    Country
    
    Patent
    
    Case
    
    SubInvention Title
    
    Name
    
    Name
    
    Number
    
    Number
    
    CaseSemi-circular grill tray
    
    Novelis Deutschland GmbH
    
    European Community
    
    000516836-0001
    
    NV0030
    
    1ESemi-circular grill tray
    
    Novelis Deutschland GmbH
    
    European Community
    
    000516836-0002
    
    NV0030
    
    2ESemi-circular grill tray
    
    Novelis Deutschland GmbH
    
    European Community
    
    000516836-0003
    
    NV0030
    
    3ESemi-circular grill tray
    
    Novelis Deutschland GmbH
    
    European Community
    
    000516836-0004
    
    NV0030
    
    4ESemi-circular grill tray
    
    Novelis Deutschland GmbH
    
    European Community
    
    000516836-0005
    
    NV0030
    
    5ESemi-circular grill tray
    
    Novelis Deutschland GmbH
    
    European Community
    
    000516836-0006
    
    NV0030
    
    6ESemi-circular grill tray
    
    Novelis Deutschland GmbH
    
    European Community
    
    000516836-0007
    
    NV0030
    
    7EContainer for food
products
    
    Novelis Deutschland GmbH
    
    European Community
    
    001218127-0001
    
    NV0286
    
    1EContainer for food
products
    
    Novelis Deutschland GmbH
    
    European Community
    
    001218127-0002
    
    NV0286
    
    2EContainer for food
products
    
    Novelis Deutschland GmbH
    
    European Community
    
    001218127-0003
    
    NV0286
    
    3EContainer for food
products
    
    Novelis Deutschland GmbH
    
    European Community
    
    001218127-0004
    
    NV0286
    
    4EContainer for food
products
    
    Novelis Deutschland GmbH
    
    European Community
    
    001218127-0005
    
    NV0286
    
    5EContainer for food products
    
    Novelis Deutschland GmbH
    
    European Community
    
    001218127-0006
    
    NV0286
    
    6E
 31




---



##### 



Owner
    
    Country
    
    Patent
    
    Case
    
    SubInvention Title
    
    Name
    
    Name
    
    Number
    
    Number
    
    CaseQUADRO HEXAGONAL
CONTAINER
    
    Novelis Deutschland GmbH
    
    United Kingdom
    
    2069279
    
    IR4980
 32




---



##### 



FORMS OF LETTER FOR SECURITY ACCOUNTSPART 1NOTICE TO ACCOUNT BANKTo: [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.
    
    FIRSTthat 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; and2.
    
    SECONDor, 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(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
 33




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(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 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,
 34




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(Authorised signatory)  35




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PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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 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
 36




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##### 



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.
    (Authorised signatory) [Account Bank] 37




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PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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).
        
  (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.
     38




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(Authorised signatory) for an on behalf of Bank of America, N.A. as Term Loan Collateral AgentYours faithfully,(Authorised signatory) for an on behalf of Bank of America, N.A. as Revolving Credit CollateralAgentReceipt acknowledged(Authorised signatory) [Account Bank]  39




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SCHEDULE 3
 Forms of Letter for Cash Management Documents
 PART 1
 NOTICE TO COUNTERPARTY
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDsubject 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].
  (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.
  40




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 
     (Authorised signatory)  41




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##### 



PART 2
 ACKNOWLEDGEMENT OF COUNTERPARTY
     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)
 Chargor Notice  FIRST Cash Management Document[s] SECOND
  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
 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.
 42




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(Authorised signatory)  43




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##### 



SIGNATORIES
 Executed as a deed byNOVELIS
DEUTSCHLAND GMBHacting by
    
    
    ))
    
    
    Managing Director
 44




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SIGNED as a deed byBANK OF AMERICA, N.A.
in its capacity as Collateral Agent
acting by authorised signatory:Christopher Kelly Wall, Managing Director 45




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EXECUTION COPY
 Dated __ December 2010
  NOVELIS INC.
   BANK OF AMERICA, N.A.
  
 SHARE MORTGAGE
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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CONTENTS
 Clause
    
    Page1. INTERPRETATION
    
    
    12. CREATION OF SECURITY
    
    
    53. REPRESENTATIONS AND WARRANTIES
    
    
    64. RESTRICTIONS ON DEALINGS
    
    
    75. COVENANTS
    
    
    76. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    107. ENFORCEMENT OF SECURITY
    
    
    118. RECEIVER
    
    
    129. POWERS OF RECEIVER
    
    
    1310. APPLICATION OF PROCEEDS
    
    
    1511. TAXES, EXPENSES AND INDEMNITY
    
    
    1512. DELEGATION
    
    
    1513. FURTHER ASSURANCES
    
    
    1614. POWER OF ATTORNEY
    
    
    1615. PRESERVATION OF SECURITY
    
    
    1716. MISCELLANEOUS
    
    
    1917. RELEASE
    
    
    2018. COUNTERPARTS
    
    
    2019. NOTICES
    
    
    2120. GOVERNING LAW
    
    
    2121. ENFORCEMENT
    
    
    22SCHEDULE 1  Security Assets
    
    
    24
 ii




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##### 



THIS DEED
 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
 1.
    
    INTERPRETATION1.1
    
    DefinitionsIn this Deed (including the Recitals):Actmeans the Law of Property Act 1925.Administratormeans any administrator appointed in respect of the Chargor (whether by the
Collateral Agent, or a court or otherwise).Charged Companymeans 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 Sharesmeans all shares in the Charged Company from time to time issued to the
Chargor or held by any nominee on its behalf.Credit Agreementmeans the term loan agreement dated on or about the date of this Deed
between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the other
Guarantors party thereto, Bank of America, N.A., as Administrative Agent and Collateral
Agent.Discharge Datemeans the date on which the Administrative Agent is satisfied that all of
the Secured Obligations have been irrevocably paid and discharged.Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.Partymeans a party to this Deed.Receivermeans 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 Rightsmeans in relation to any Charged Share:
 1




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(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;(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 Security Agreementmeans the share mortgage dated on or about the date of
this Deed between the Chargor and the Revolving Credit Collateral Agent.Securitymeans any Security Interest created, evidenced or conferred by or under this Deed.Security Assetsmeans any and all assets of the Chargor that are the subject of this
Security.Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.1.2
    
    ConstructionIn 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 agreementincludes any legally binding arrangement, agreement, contract,
deed or instrument (in each case whether oral or written);(c)
    
    an amendmentincludes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amendand amended
shall be construed accordingly;(d)
    
    assetsincludes 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 consentincludes an authorisation, permit, approval, consent, exemption,
licence, order, filing, registration, recording, notarisation, permission or waiver;
 2




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(f)
    
    references to an Event of Default being continuingmeans 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);(g)
    
    a disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;(h)
    
    includingmeans including without limitation and includesand includedshall
be construed accordingly;(i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;(k)
    
    a personincludes 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 regulationincludes 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;
 3




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(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:certificatedhas the meaning given to it in the Uncertificated Securities
Regulations 2001; andclearance systemmeans 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.
 4




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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 SECTION 10.19 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 SECURITY2.1
    
    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
 5




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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.(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 SharesThe 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 WARRANTIES3.1
    
    Nature of securityThe 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 SharesThe Chargor represents and warrants to each Secured Party that:
 (a)
    
    the Charged Shares are duly authorised, validly issued and fully paid;
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(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 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 DEALINGSThe 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.
    
    COVENANTS5.1
    
    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
 7




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(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 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 rightsThe 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
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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.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:
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(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
 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 arrangementsThe 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 ENFORCEABLE6.1
    
    TimingThis Security will become immediately enforceable if an Event of Default is continuing.
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6.2
    
    EnforcementAfter 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.7.
    
    ENFORCEMENT OF SECURITY7.1
    
    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 possessionNeither 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
    
    PrivilegesEach 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 partiesNo 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.
 11




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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
    
    ContingenciesIf 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.
    
    RECEIVER8.1
    
    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
    
    RemovalThe 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.
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8.3
    
    RemunerationThe 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 AgentTo 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 RECEIVER9.1
    
    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
    
    PossessionA Receiver may take immediate possession of, get in and collect any Security Asset.9.3
    
    Carry on businessA Receiver may carry on any business of the Chargor in any manner he thinks fit.
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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 moneyA 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
    
    CompromiseA 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 actionsA 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
    
    ReceiptsA 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
    
    SubsidiariesA Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any
Security Asset.9.11
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.9.12
    
    LendingA Receiver may lend money or advance credit to any customer of the Chargor.
 14




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9.13
    
    Protection of assetsA 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 powersA 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 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.
    
    DELEGATION12.1
    
    Power of AttorneyThe 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




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12.2
    
    TermsAny 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
    
    LiabilityNeither 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 ASSURANCESThe 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 ATTORNEYFollowing 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.
 16




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15.
    
    PRESERVATION OF SECURITY15.1
    
    Continuing securityThis 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 defencesThe 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 recourseThe 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




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15.5
    
    AppropriationsUntil all amounts which may be or become payable by the Loan Parties under the Loan
Documents have been irrevocably paid infull, 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-competitionUnless:
 (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.
 18




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15.8
    
    Delivery of documentsTo 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 ChargorThe 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.
    
    MISCELLANEOUS16.1
    
    Covenant to payThe 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
    
    InterestIf 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
    
    TackingEach 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 depositsWithout 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




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(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 assignmentThis 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 periodThe 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.
    
    RELEASEAt 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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit Security Agreement, including
serving any notice thereunder.18.
    
    COUNTERPARTSThis 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




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19.
    
    NOTICES19.1
    
    Communications in WritingEach 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
    
    AddressesAny 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 numberPromptly 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 LAWThis Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.
 21




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21.
    
    ENFORCEMENT21.1
    
    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 immunityThe 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




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##### 



(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 juryEACH 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.
  23




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##### 



SCHEDULE 1
 SECURITY ASSETS
 CHARGED SHARES
 Name ofName of Charged
    
    nominee (if any)
 by whom shares
    
    Class of shares
    
    Number ofChargor
    
    Company
    
    are held
    
    held
    
    shares heldNovelis Inc
    
    Novelis Europe
Holdings
Limited
    
    
    
    Ordinary
    
    
    165,631,965Novelis Inc
    
    Novelis Europe
Holdings
Limited
    
    
    
    Preferred
    
    
    144,928,900
 24




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##### 



SIGNATORIES
 Executed as a deed byNOVELIS,
INC.acting by
    
    )
)
    
    Authorised signatory
 25




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##### 



SIGNED as a deed byBANK OF AMERICA, N.A.
in its capacity as Collateral Agent
acting by authorised signatory:Christopher Kelly Wall, Managing Director 26




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##### 



EXECUTION COPY
 Dated __ December 2010
  BANK OF AMERICA, N.A.
   THE COMPANIES LISTED IN SCHEDULE 1
  
 SECURITY TRUST DEED




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##### 



CONTENTS
 Clause
    
    Page1.
    
    Definitions And Interpretation
    
    
    12.
    
    Trust For The Secured Parties
    
    
    43.
    
    Application Of Proceeds
    
    
    44.
    
    Collateral Agents Actions
    
    
    55.
    
    Resignation Of Collateral Agent
    
    
    116.
    
    Change Of Party
    
    
    117.
    
    Delegation And Additional Collateral Agents
    
    
    128.
    
    Taxes, Expenses And Indemnity
    
    
    139.
    
    Amendments And Releases
    
    
    1310.
    
    Miscellaneous
    
    
    1411.
    
    Remedies And Waivers, Partial Invalidity
    
    
    1412.
    
    Notices
    
    
    1413.
    
    Winding-Up Of Trust And Perpetuity Period
    
    
    1614.
    
    Chargors
    
    
    1615.
    
    Counterparts
    
    
    1716.
    
    Governing Law
    
    
    1717.
    
    Enforcement
    
    
    17Schedule 1 Original Chargors


    19Schedule 2 Form Of Agent Accession Undertaking


    20Schedule 3 Schedule 3 Form Of Chargor Accession Undertaking


    22




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##### 



THIS DEED
 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 1as original chargors (the Original Chargors).
 IT IS AGREED
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    Definitions
  Additional Chargor
 Agent Accession Undertaking
 Chargor
 Chargor Accession Undertaking
 Credit Agreement
 English Guarantee and Security Agreement
 English Security over Accounts Agreement
 1




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##### 



English Security over Accounts and IP Agreement
 English Security Documents
 English Share Mortgage
 Group
 Irish Guarantee and Security Agreement
 Irish Security Documents
 Irish Share Charge
 Outstanding Amount
 Party
 Receiver
 Secured Property
 Security Documents
 2




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Security Interest
 Transaction Security
 Trustee Acts
 1.2
    
    Construction
  (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
  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




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##### 



INCLUDING SECTION 10.19 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
 Order of Application
 4




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##### 



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
  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
  3.7
    
    No Security Interest
  4.
    
    COLLATERAL AGENTS ACTIONS
 4.1
    
    Collateral Agents Instructions
  (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




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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
  (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
  (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




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##### 



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
  (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
  (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
  (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




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##### 



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
 Third Party
Rights
 4.8
    
    Own Responsibility
  (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




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##### 



(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,
  4.9
    
    No responsibility to perfect Transaction Security
  (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




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4.11
    
    Custodians and Nominees
  4.12
    
    Acceptance of Title
  4.13
    
    Refrain from Illegality
  4.14
    
    Business with the Chargors
  4.15
    
    Powers Supplemental
  4.16
    
    Collateral Agent Separate
  4.17
    
    Disapplication
  10




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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.
 CHANGE OF PARTY
 6.1
    
    Assignment
  6.2
    
    Change of Collateral Agent and Administrative Agent
  (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




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##### 



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
  6.4
    
    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




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##### 



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.
 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
  (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,
  13




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10.
    
    MISCELLANEOUS
 10.1
    
    Secured Parties Information
  10.2
    
    Chargors Waiver
  10.3
    
    Interest
  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
  12.
    
    NOTICES
 12.1
    
    Communications in Writing
  14




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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:
 
   
 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
 Addresses
 15




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##### 



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 PERIOD13.1
    
    Winding up of TrustIf 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 PeriodThe 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




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##### 



(e)
    
    The Collateral Agent may assume that any communication made by Novelis Europe
is made with the consent of each Chargor.
 15.
    
    COUNTERPARTSThis 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 LAWThis 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




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##### 



17.3
    
    Service of processWithout 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 juryEACH 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 DEEDhas been executed and delivered as a deed on the date stated at the beginning of this
Deed.
 18




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##### 



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 GMBHa 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 AGa 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 SPAa 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 simplifiéewith 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




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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 date new Collateral Agent / Administrative Agent Acceding Agent Security Trust Deed  inter
alios 
 date
  THIS UNDERTAKING
      20




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Accepted and agreed by:
 
 Collateral Agent
   
 Collateral Agent / Administrative Agent
   21




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SCHEDULE 3 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




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##### 



The Additional Chargor
 Executed as a deed by
    
    
    )
    
    
    Director[   ]
    
    
    )acting by
    
    
    )and
    
    
    )
    
    
    Director/SecretaryChargorsExecuted 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/Secretaryacting by
    
    
    )
 The Collateral Agent
   23




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##### 



SIGNATORIES (SECURITY TRUST DEED)
 SIGNED as a Deed by
    
    )
    
    
    AttorneyNOVELIS UK LTDacting 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
    
    
    )
    
    
    AttorneyNOVELIS 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




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##### 



SIGNED as a Deed by
    
    
    )NOVELIS EUROPE HOLDINGS LIMITEDacting
    
    
    )
    
    
    Attorneyby 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
    
    
    )
    
    
    Managing DirectorNOVELIS DEUTSCHLAND GMBH

acting by
    
    
    )
 25




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##### 



SIGNED and Delivered as a Deed by
    
    
    )duly appointed attorney for and on behalf of
    
    
    )
    
    
    AttorneyNOVELIS ALUMINIUM HOLDING COMPANYin the
    
    
    )presence of a witness:
    
    
    )
 ______________________
    
    Signature of witness______________________
    
    Name of witness______________________
    
    Address of witness___________________________________________________________________
    
    Occupation of witness
 Executed as a Deed byNOVELIS, INC.acting by
    
    
    )
    
    
    Authorised signatory)
   NOVELIS LUXEMBOURG S.A.By:Title: 26




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##### 



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
    )
    
    
    Attorneyby duly appointed attorney
    )For and on behalf of
    )
    
    
    AttorneyNOVELIS ITALIA SPA
    )Signed, Sealed and Delivered as a Deed
    )by duly appointed attorney
    )
    
    
    AttorneyFor and on behalf of
    )NOVELIS FOIL FRANCE S.A.S.
    )Signed, Sealed and Delivered as a Deed
    )by duly appointed attorney
    )
    
    
    AttorneyFor and on behalf of
    )NOVELIS PAE S.A.S.
    )
 27




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##### 



SIGNED as a deed byBANK OF AMERICA, N.A.in its capacity as Collateral Agent 
acting by authorised signatory:Christopher Kelly Wall, Managing Director
 28




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##### 



SIGNED as a deed byBANK OF AMERICA, N.A.in its capacity as Administrative Agent 
acting by authorised signatory:Christopher Kelly Wall, Managing Director
 29




---



##### 



EXECUTION COPY
 Dated __ December 2010
  NOVELIS UK LTD
 NOVELIS SERVICES LIMITED
 NOVELIS EUROPE HOLDINGS LIMITED
   BANK OF AMERICA, N.A.
  
 GUARANTEE AND SECURITY AGREEMENT
 
  Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS




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##### 



CONTENTS
 Clause

    Page1. INTERPRETATION
    
    
    12. GUARANTEE
    
    
    73. CREATION OF SECURITY
    
    
    104. REPRESENTATIONS  GENERAL
    
    
    155. RESTRICTIONS ON DEALINGS
    
    
    166. LAND
    
    
    167. INVESTMENTS
    
    
    208. INTELLECTUAL PROPERTY
    
    
    249. ACCOUNTS
    
    
    2510. RELEVANT CONTRACTS
    
    
    2811. PLANT AND MACHINERY
    
    
    2912. WHEN SECURITY BECOMES ENFORCEABLE
    
    
    3013. ENFORCEMENT OF SECURITY
    
    
    3114. ADMINISTRATOR
    
    
    3215. RECEIVER
    
    
    3216. POWERS OF RECEIVER
    
    
    3417. APPLICATION OF PROCEEDS
    
    
    3618. TAXES, EXPENSES AND INDEMNITY
    
    
    3619. DELEGATION
    
    
    3620. FURTHER ASSURANCES
    
    
    3721. POWER OF ATTORNEY
    
    
    3722. PRESERVATION OF SECURITY
    
    
    3723. MISCELLANEOUS
    
    
    4024. LOAN PARTIES
    
    
    4125. RELEASE
    
    
    4226. COUNTERPARTS
    
    
    4227. NOTICES
    
    
    4228. GOVERNING LAW
    
    
    4329. ENFORCEMENT
    
    
    43SCHEDULE 1Security Assets
    
    
    45PART 1 Real Property
    
    
    45PART 2 Charged Shares
    
    
    46PART 3 Specific Plant and Machinery
    
    
    46PART 4 Security Contracts
    
    
    46PART 5 Specific Intellectual Property
    
    
    48PART 6 Security Accounts
    
    
    48SCHEDULE 2Forms of Letter for Security Accounts
    
    
    51PART 1 Notice to Account Bank
    
    
    51PART 2 Acknowledgement of Account Bank
    
    
    54PART 3 Letter for Operation of Security Accounts
    
    
    56SCHEDULE 3Forms of Letter for Insurance Policies
    
    
    58PART 1 Form of Notice of Assignment
    
    
    58PART 2 Form of Letter of Undertaking
    
    
    61SCHEDULE 4Forms of Letter for Primary Contracts
    
    
    63PART 1 Notice to Counterparty
    
    
    63
 ii




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Clause

    PagePART 2 Acknowledgement of Counterparty
    
    
    65SCHEDULE 5Form of Deed of Accession
    
    
    67PART 1 Real Property
    
    
    69PART 2 Charged Shares
    
    
    69PART 3 Specific Plant and Machinery
    
    
    69PART 4 Security Contracts
    
    
    69PART 5 Specific Intellectual Property
    
    
    69PART 6 Security Accounts
    
    
    70
 iii




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##### 



THIS DEED
 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 Europeand
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
 1.
    
    INTERPRETATION1.1
    
    DefinitionsIn this Deed (including its Recitals):Account Bankmeans a bank with whom a Security Account is maintained.Actmeans the Law of Property Act 1925.Acquisition Documentmeans 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 Chargormeans a member of the Group which becomes a Chargor by executing a Deed
of Accession.Administratormeans any administrator appointed in respect of any Chargor (whether by the
Collateral Agent, or a court or otherwise).Cash Management Documentmeans 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.Chargormeans an Original Chargor and any Additional Chargor.
 1




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Charged Sharesmeans 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 Companymeans each member of the Group from time to time whose shares are subject
to the Security under this Deed.Credit Agreementmeans the term loan credit agreement dated on or about the date of this
Deed between, amongst others, Novelis Inc., as Borrower, AV Metals Inc. as Holdings, the
other Guarantors party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent.Deed of Accessionmeans a deed substantially in the form of Schedule 5 (Form of Deed of
Accession).Excluded Leasehold Propertymeans in relation to any Chargor, the leasehold property
specified in Part 1B of Schedule 1 (Security Assets) opposite its name.Excluded Real Propertymeans 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.
 Fixturesmeans all fixtures and fittings (including trade fixtures and fittings) and fixed
plant and machinery included in a Chargors Mortgaged Property.Groupmeans Holdings, the Borrower and any of the Borrowers Restricted Subsidiaries.Intercompany Documentmeans 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 Agreementmeans the intercreditor agreement dated on or about the date of
this Deed and entered into between, amongst others, Novelis Inc. and the Collateral Agent.Investmentsmeans:
 (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 Propertymeans all freehold and leasehold property which a Chargor purports to
mortgage or charge under this Deed.Original Propertymeans any freehold or leasehold property specified in Part 1A of Schedule
1 (Security Assets).
 2




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Partymeans a party to this Deed.Plant and Machinerymeans any plant, machinery, computers, office equipment or vehicles
which a Chargor purports to mortgage or charge under this Deed.Premisesmeans all buildings and erections included in a Chargors Mortgaged Property.Primary Contractmeans 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.
 Receivermeans 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 Rightsmeans 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 Titlemeans 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 Datehas the meaning given to Discharge of Revolving Credit
Secured Obligations in the Intercreditor Agreement.Revolving Credit Security Agreementmeans the guarantee and security agreement dated on or
about the date of this Deed between the Chargors and the Revolving Credit Collateral Agent.
 3




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Secondary Contractmeans 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.
 Securitymeans any Security Interest created, evidenced or conferred by or under this Deed
or any Deed of Accession.Security Accountmeans 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 Assetsmeans any and all assets of each Chargor that are the subject of this
Security.
 Security Contractsmeans in relation to any Chargor, its Primary Contracts and its
Secondary Contracts.
 Security Interestmeans 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 Periodmeans the period beginning on the date of this Deed and ending on the Term
Loan Release Date.
 Security Trust Deedmeans 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 Datehas the meaning given to Discharge of Term Loan Secured Obligations
in the Intercreditor Agreement.Territorymeans England and Wales.1.2
    
    Construction
 (a)
    
    capitalisedterms defined in the Credit Agreement have, unless expressly
defined in this Deed, the same meaning in this Deed.
 4




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(b)
    
    an agreementincludes any legally binding arrangement, agreement, contract,
deed or instrument (in each case whether oral or written);(c)
    
    an amendmentincludes any amendment, supplement, variation, waiver, novation,
modification, replacement or restatement (however fundamental) and amendand amended
shall be construed accordingly;(d)
    
    assetsincludes 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 consentincludes an authorisation, permit, approval, consent, exemption,
licence, order, filing, registration, recording, notarisation, permission or waiver;(f)
    
    references to an Event of Default being continuingmeans 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 disposalincludes any sale, transfer, grant, lease, licence or other
disposal, whether voluntary or involuntary and disposewill be construed accordingly;(h)
    
    includingmeans including without limitation and includesand includedshall
be construed accordingly;(i)
    
    indebtednessincludes 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)
    
    lossesincludes losses, actions, damages, payments, claims, proceedings,
costs, demands, expenses (including legal and other fees) and liabilities of any kind
and lossshall be construed accordingly;(k)
    
    a personincludes 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 regulationincludes 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




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(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:certificatedhas the meaning given to it in the Uncertificated Securities Regulations 2001; andclearance systemmeans 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




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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 SECTION 10.19 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.
    
    GUARANTEE2.1
    
    GuaranteeEach 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




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(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 GuaranteeThis 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
    
    ReinstatementIf 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 defencesThe obligations of each Chargor under this Clause will not be affected by an act, omission,
matter or thing which, but for this Clause, would reduce, release or prejudice any of its
obligations under this Clause (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
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(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 recourseEach 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. 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
 9




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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 securityThis 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 AgreementThe 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 SECURITY3.1
    
    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;
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(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 machineryEach 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 balancesEach 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.
 12




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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
    
    MiscellaneousEach 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.
 13




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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  GENERAL4.1
    
    Nature of securityEach 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.
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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 DEALINGSNo 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.
    
    LAND6.1
    
    Information for Report on TitleEach 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
    
    TitleEach 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;
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(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
    
    RepairEach 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 covenantsEach 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
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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
    
    AcquisitionsIf 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 propertyin 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
    
    NoticesEach 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
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(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 deedsEach 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
    
    DevelopmentNo 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 titleEach 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:
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(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 TitleEach 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 remedyIf 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 PropertyEach 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.
    
    INVESTMENTS7.1
    
    InvestmentsEach 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 rightsNo 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 arrangementsEach 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 PROPERTY8.1
    
    RepresentationsEach 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 AssuranceIf 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.
    
    ACCOUNTS9.1
    
    AccountsAll 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




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(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
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(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 CONTRACTS10.1
    
    RepresentationsEach 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.
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(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 undertakingEach 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 assignmentEach 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 MACHINERY11.1
    
    MaintenanceEach Chargor must keep its Plant and Machinery in good repair and in good working order and
condition (subject to reasonable wear and tear).
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11.2
    
    NameplatesEach 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 POLICIES11.4
    
    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
    
    NoticeEach 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 ENFORCEABLE12.1
    
    TimingThis Security will become immediately enforceable if an Event of Default is continuing.
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12.2
    
    EnforcementAfter 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 SECURITY13.1
    
    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 possessionNeither 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
    
    PrivilegesEach 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 partiesNo 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




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(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
    
    ContingenciesIf 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.
    
    ADMINISTRATOR14.1
    
    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 personmeans 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.
    
    RECEIVER15.1
    
    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
 32




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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
    
    RemovalThe Collateral Agent may by writing under its hand (subject to any requirement for anorder 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
    
    RemunerationThe 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 AgentTo 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.
 33




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16.
    
    POWERS OF RECEIVER16.1
    
    General
 (a)
    
    A Receiver has all the rights, powers and discretions set out below in this
Clause 16 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
    
    PossessionA Receiver may take immediate possession of, get in and collect any Security Asset.16.3
    
    Carry on businessA 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 moneyA 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
    
    LeasesA 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
    
    CompromiseA 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 actionsA 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
    
    ReceiptsA 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
    
    SubsidiariesA Receiver may form a Subsidiary of any Chargor and transfer to that Subsidiary any
Security Asset.16.12
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.16.13
    
    LendingA Receiver may lend money or advance credit to any customer of any Chargor.16.14
    
    Protection of assetsA 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 powersA Receiver may:
 35




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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 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.
    
    DELEGATION19.1
    
    Power of AttorneyThe 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
    
    TermsAny such delegation may be made upon any terms (including power to sub-delegate) which the
Collateral Agent or any Receiver may think fit.
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19.3
    
    LiabilityNeither 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 ASSURANCESEach 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 ATTORNEYFollowing 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 SECURITY22.1
    
    Continuing securityThis 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 defencesThe 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 recourseEach 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
    
    AppropriationsUntil 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:
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(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-competitionUnless:
 (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 documentsTo 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




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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 ChargorNo 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.
    
    MISCELLANEOUS23.1
    
    Covenant to payEach 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
    
    InterestIf 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
    
    TackingEach 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 depositsWithout 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




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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.23.6
    
    Notice of assignmentThis 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 periodThe 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




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(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.
    
    RELEASEAt 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 Term Loan Priority Collateral are released under this Clause, the Chargor shall
take whatever action is required under the Revolving Credit Security Agreement, including
serving any notice thereunder.26.
    
    COUNTERPARTSThis 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.
    
    NOTICES27.1
    
    Communications in WritingEach 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:
 
 
 
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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 numberPromptly 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 LAWThis Deed and any non-contractual obligations arising out of or in connection with it are
governed by English law.29.
    
    ENFORCEMENT29.1
    
    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




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(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 juryEACH 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.
  44




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SCHEDULE 1
 SECURITY ASSETS
 PART 1
 REAL PROPERTY
 A. Original Property
 Legal Owner
    
    Title No.
    
    DescriptionNovelis UK Ltd
    
    WA915530
    
    Rogerstone Works, RogerstoneNovelis UK Ltd
    
    CYM94747
    
    Land at Rogerstone Works (Triangle)Novelis UK Ltd
    
    CYM94951
    
    Land at Tregwilym Road, RogerstoneNovelis UK Ltd
    
    CYM94762
    
    Land at Tregwilym Road being the former site of numbers
115, 117, 119 and 121, RogerstoneNovelis UK Ltd
    
    WA989793
    
    127 Tregwilym Road, RogerstoneNovelis UK Ltd
    
    WA989794
    
    The Cottage, Fieldsview, Tregwilym Road RogerstoneNovelis UK Ltd
    
    CYM431473
    
    Land on west side of Tregwilym Road RogerstoneNovelis UK Ltd
    
    CH449717
    
    Latchford Works, Thelwall Lane, WarringtonNovelis UK Ltd
    
    CH492388
    
    Land lying to the north west of Thelwall Lane, WarringtonNovelis UK Ltd
    
    CH469667
    
    Land on the north side of Thelwall Lane, LatchfordNovelis UK Ltd
    
    CH469669
    
    Land and buildings lying to the north of Thelwall Lane,
WarringtonNovelis UK Ltd
    
    SL186994
    
    Land at Bridgnorth Aluminium Stourbridge Road Bridgnorth
 B.
    
    Excluded Real Property
 Legal Owner
    
    Title No.
    
    Description
    
    TermA BanburyNovelis 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




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Legal Owner
    
    Title No.
    
    Description
    
    TermB LatchfordNovelis UK Ltd
    
    CH469668
    
    Leasehold property
known as land on
the north side of
Thelwall Lane,
Warrington
    
    29th April, 1991 to
29th April 2021C WalsallNovelis 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
 Name of
    
    Name of nominee (if
    
    Class of shares heldCharged
    
    any) by whom shares
    
    
    
    
    
    Number ofChargor
    
    
    
    Company
    
    are held
    
    
    
    shares heldNovelis
    
    Europe
    
    Novelis UK Ltd
    
    
    
    Ordinary
    
    
    167,997,356HoldingsLimitedNovelis
    
    Europe
    
    Novelis Services
    
    
    
    Ordinary
    
    
    10,000Holdings 
Limited
    
    
    
    Limited
 PART 3
 SPECIFIC PLANT AND MACHINERY
 Chargor
    
    Description
 PART 4
 SECURITY CONTRACTS
 A. Primary ContractsChargor
    
    DescriptionNovelis UK Ltd
    
    Cash management agreement dated 1
Feberuary 2007 between, inter alios, Novelis AG and Novelis UK Ltd
 46




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A. Primary ContractsChargor
    
    DescriptionNovelis UK Ltd
    
    ACMS agreement dated 15 January 2007 between, inter alios,
Commerzbank AG, Novelis AG and Novelis UK LtdNovelis UK Ltd
    
    Cash management agreement dated 14 January 2010 between, inter
alios, Novelis AG and Novelis UK LtdNovelis UK Ltd
    
    Sale and purchase agreement dated 5 November 2010 between Novelis UK
Ltd and Hindalco Industries LimitedNovelis UK Ltd
    
    Transactional Banking Services Agreement dated on or around 17
December 2010 between Novelis UK Ltd and Deutsche Bank AGNovelis Europe Holdings Limited
    
    Cash management agreement dated 1 Feberuary 2007
between, inter alios, Novelis AG and Novelis Europe Holdings LimitedNovelis Europe Holdings Limited
    
    Cash management agreement dated 14 January 2010 between,
inter alios, Novelis AG and
Novelis Europe Holdings LimitedNovelis Europe Holdings Limited
    
    Intercompany term promissory note dated 30
September 2010 issued to Novelis AGNovelis Europe Holdings Limited
    
    Transactional Banking Services Agreement dated on
or about 17 December 2010 between Novelis Europe Holdings Limited and Deutsche
Bank AGNovelis Services Limited
    
    Cash management agreement dated 14 January 2010 between,
inter alios, Novelis AG and Novelis Services LimitedNovelis Services Limited
    
    Transactional Banking Services Agreement dated on or
around 17 December 2010 between Novelis Services and Deutsche Bank AG
 47




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A. Primary ContractsChargor
    
    DescriptionNovelis Services Limited
    
    Intercompany term promissory note dated 1 October 2008
issued to Novelis Brand LLCNovelis 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 BrasilB. Secondary Contracts
 PART 5
 SPECIFIC INTELLECTUAL PROPERTY
 Owner Named onTrademark
    
    Register
    
    Class
    
    Registration No
    
    CTM
    
    Filing Date
    
    Expiry DateTHINKCANS & DEVICE
    
    Novelis UK Ltd
(Latchford)
    
    
    35
    
    
    
    2392058
    
    
    X
    
    16 May 2005
    
    16 May 2015
 PART 6
 SECURITY ACCOUNTS
 Account Bank
    
    Account Numbers
    
    Account NameHSBC Bank plc
    
    
    
    Novelis UK LtdCity of London
Corporate Office
    
    
    
    Novelis UK LtdNovelis Europe Holdings LimitedCanary Wharf
    
    
    
    Novelis UK Ltd.LondonE14 5HQSort Code: 40-02-50
 48




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##### 



Account Bank
    
    Account Numbers
    
    Account NameHSBC Bank plc
    
    
    
    Novelis UK Ltd.City of London
Corporate OfficeCanary WharfLondonE14 5HQSort Code: 40-05-15Novelis Europe Holdings LimitedCommerzbank AG,
    
    
    
    Novelis UK LtdLondon Branch60 Gracechurch StreetLondon EC3V 0HRSort Code: 40-62-01Deutsche Bank AG,
London Branch
    
    
    
    Novelis Europe Holdings LimitedWinchester House1 Winchester StreetLondon EC2N 2DBDeutsche Bank AG,
London Branch
    
    
    
    Novelis UK LtdWinchester House1 Winchester StreetLondon EC2N 2DB
 49




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Account Bank
    
    Account Numbers
    
    Account Name
 50




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##### 



FORMS OF LETTER FOR SECURITY ACCOUNTS
 PART 1
 NOTICE TO ACCOUNT BANK
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDor, 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.
 insert details
  (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




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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.
  (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.
   52




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##### 



 
  
  53




---



##### 



PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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




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##### 



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.
    
 55




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##### 



PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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).
        
  (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.
   56




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57




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##### 



SCHEDULE 3
 FORMS OF LETTER FOR INSURANCE POLICIES
 PART 1
 FORM OF NOTICE OF ASSIGNMENT
      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)
  1.
    
    FIRSTthat 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.
   (i)
    
    the Chargor will remain liable under [the] [each] Insurance to perform all the obligations
assumed by it under [the] [that] Insurance;
 58




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(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.
  (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.
    (i)
    
    FIRSTthe 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)
    
    SECONDthe 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,
  
 59




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60




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PART 2
 FORM OF LETTER OF UNDERTAKING
     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)
  Chargor Notice  FIRST SECOND
   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 FIRSTthe interest of the Term Loan Collateral
Agent as loss payee and as first priority assignee of those amounts and rights and SECONDthe
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




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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.
   
 62




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SCHEDULE 4
 FORMS OF LETTER FOR PRIMARY CONTRACTS
 PART 1
 NOTICE TO COUNTERPARTY
     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)
  1.
    
    FIRSTthat 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.
    
    SECONDsubject 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].
  (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.
  63




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 
     
  64




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PART 2
 ACKNOWLEDGEMENT OF COUNTERPARTY
     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)
 Chargor Notice  FIRST Primary Contract[s] SECOND
  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




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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.
   
  66




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FORM OF DEED OF ACCESSION
 THIS DEED
 BETWEEN
 (1)
    
    [] (registered number []) with its registered office at [] (the Additional Chargor);
 (2)
    
    NOVELIS EUROPE HOLDINGS LIMITEDfor 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
  (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
 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.
 3.
    
    Security
 67




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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.
  68




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SCHEDULE TO DEED OF ACCESSION
 PART 1
REAL PROPERTY
 A. Original Property
  B. Excluded Real Property
  PART 2
SHARES
 Name of company in
    
    Name of nominee (ifwhich shares are
    
    any) by whom shares
    
    
    
    Number of sharesheld
    
    are held
    
    Class of shares held
    
    held[            ]
    
    [           ]
    
    [            ]
    
    [            ]
 PART 3
SPECIFIC PLANT AND MACHINERY
  PART 4
SECURITY CONTRACTS
 A. Primary Contracts
 Description
    B. Secondary Contracts
 PART 5
SPECIFIC INTELLECTUAL PROPERTY RIGHTS
  69




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PART 6
SECURITY ACCOUNTS
  70




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##### 



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 witnessName of witnessAddress of witnessOccupation of witnessNovelis Europe Holdings LimitedExecuted as a Deed by
    
    )
    
    DirectorNOVELIS 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:
    
    ))Signature of witnessName of witnessAddress of witnessOccupation of witnessThe Collateral Agent
 71




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BANK OF AMERICA, N.A.
 
 Authorised Signatory 72




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##### 



SIGNATORIES (GUARANTEE AND SECURITY AGREEMENT)
 SIGNED as a Deed by
    
    )
    
    AttorneyNOVELIS UK LTDacting by its attorney in the
    
    )presence of a witness:))Signature of witnessName of witnessAddress of witnessOccupation of witness
 73




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SIGNED as a Deed by
    
    )
    
    AttorneyNOVELIS SERVICES LIMITEDacting by its attorney in the presence of a witness:
    
    )


))Signature of witnessName of witnessAddress of witnessOccupation of witness
 74




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SIGNED as a Deed by
    
    )
    
    AttorneyNOVELIS EUROPE HOLDINGS LIMITEDacting by its attorney in the presence of a witness:
    
    )
))Signature of witnessName of witnessAddress of witnessOccupation of witness
 75




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BANK OF AMERICA, N.A.
 
  76




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Exhibit M4
  
 Agreement
  Novelis Technology AG
 Neuhausen am Rheinfall, Switzerland
  Bank of America N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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##### 



INDEX
 1. INTERPRETATION
    
    
    42. ASSIGNMENT AND ASSIGNORS OBLIGATIONS
    
    
    73. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
    
    
    104. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
    
    
    105. REPRESENTATIONS AND WARRANTIES
    
    
    126. FURTHER ASSURANCES OF THE ASSIGNOR
    
    
    137. POWERS OF ATTORNEY
    
    
    138. ASSIGNMENTS AND TRANSFERS
    
    
    139. EFFECTIVENESS OF ASSIGNMENT
    
    
    1310. COSTS AND EXPENSES
    
    
    1411. NOTICES
    
    
    1412. SUCCESSOR AGENT
    
    
    1513. SEVERABILITY
    
    
    1514. WAIVERS AND MODIFICATIONS
    
    
    1515. COUNTERPARTS
    
    
    1616. LAW AND JURISDICTION
    
    
    16SCHEDULE 1
    
    
    20SCHEDULE 2
    
    
    21SCHEDULE 3
    
    
    22SCHEDULE 4
    
    
    23SCHEDULE 5
    
    
    24SCHEDULE 6
    
    
    26
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This Agreement Agreement
 (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);
  (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).
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(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.
    
    INTERPRETATION1.1
    
    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
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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
convenienceof 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 OBLIGATIONS2.1
    
    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; and2.10.2
    
    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; and2.11.2
    
    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 TAX3.1
    
    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 AGENT4.1
    
    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; and4.5.4
    
    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 WARRANTIES5.1
    
    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
 12/25




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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 ASSIGNORThe 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 ATTORNEYThe 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 TRANSFERSThe 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 ASSIGNMENT9.1
    
    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
 13/25




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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 EXPENSESThe 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.
    
    NOTICESAll 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
 
 with a copy to
 
 b)
    
    if to the Collateral Agent
 
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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 AGENTIf 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.
    
    SEVERABILITYIf 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 MODIFICATIONSThis Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.
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15.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.16.
    
    LAW AND JURISDICTION16.1
    
    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.
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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
  By:Name:
    Christopher Kelly WallTitle:
    Managing DirectorBy:Name:
    Peter M. WaltherTitle:
    Senior Vice President 18/25




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Novelis Technology AG  as Assignor
   By:
    
    
    
    
    
    By:Name:
    
    David Sneddon
    
    
    
    Name:
    
    Antonio Tadeu Coelho NardocciTitle:
    
    Director
    
    
    
    Title:
    
    Chairman
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SCHEDULE 1
 LIST OF BANK ACCOUNTS
  Name of Depositary Bank
    
    Branch Office
    
    Account Number
    
    Account HolderCredit Suisse
    
    Zürich
    
    
    
    Novelis Technology
AG
 20/25




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SCHEDULE 2
 LIST OF INTERCOMPANY RECEIVABLES




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##### 



SCHEDULE 3
 LIST OF TRADE RECEIVABLES
  Debtors
    
    Nature of Claims
    
    Amount
    
    Maturity
    
    Guarantee
    
    Security / InterestNO TRADE 
RECEIVABLES AS OF 
THE DATE OF THIS 
AGREEMENT
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SCHEDULE 4
 NOTICE OF ASSIGNMENT TO AFFILIATES
  Name of IntercompanyDebtor[Address of Debtor]
   Re: Notification of Assignment
  Assignor Collateral Agent Agreement Assignment Assigned Claims
     Very truly yours,
    
    Agreed and Acknowledged:[name of the Intercompany Debtor][Assignor][authorized signatories]
    
    [authorized signatories]
 23/25




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SCHEDULE 5
 NOTICE OF ASSIGNMENT TO BANKS
  [Name of the Bank Account
Bank][Address of the Bank]
  BY REGISTERED MAIL
  Notification of Assignment
  Bank Account[s] Assignor 
 Collateral Agent  Agreement Assignment Assigned
Claims
 insert name and address of
bank insert name of responsible person[s]
    24/25




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[Assignor]
    
    Agreed and Acknowledged:[name of Bank][authorized signatories][authorized signatories]Agreed and Acknowledged by:Bank of America N.A.[authorized signatories]
 25/25




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SCHEDULE 6
 NOTICE OF ASSIGNMENT TO DEBTORS
  [Name of the Debtor][Address of the Debtor]
 BY REGISTERED MAIL
  Notification of Assignment
   Assignor Collateral Agent Agreement Assigned Receivables
 insert name and address of debtor insert name of responsible person[s]
  [Assignor]
    
    Agreed and Acknowledged:[name of debtor][authorized signatories][authorized signatories]
 26/25




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GUARANTEE
  Novelis Technology AG
 Neuhausen am Rheinfall, Switzerland
  Bank of America, N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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##### 



INDEX
 1. DEFINITIONS AND INTERPRETATION
    
    
    32. GUARANTEE
    
    
    43. UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND
WITHHOLDING TAX
    
    
    74. GUARANTORS UNDERTAKINGS
    
    
    95. REPRESENTATIONS AND WARRANTIES
    
    
    96. ASSIGNMENTS AND TRANSFERS
    
    
    107. COSTS AND EXPENSES
    
    
    108. NOTICES
    
    
    109. SUCCESSOR AGENT
    
    
    1110. SEVERABILITY
    
    
    1111. WAIVERS AND MODIFICATIONS
    
    
    1212. COUNTERPARTS
    
    
    1213. LAW AND JURISDICTION
    
    
    12
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Guarantee
 (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);
  (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 Term
Loan Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the
Collateral Agent).
  (A)
    
    The Guarantor 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 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 Term Loan Agreement) of their obligations under the Term Loan 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 that would accrue after the commencement of a case under Title 11 of the United
States
 3/15




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Code or any other Debtor Relief Law or after any bankruptcy or insolvency petition is
filed under Title 11 of the United States Code (or any other Debtor Relief Law) but for the
provisions of the Title 11 of the United States Code (or other Debtor Relief Law) or that accrue after the commencement of a case under Title 11 of the United States Code or any other
Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of
the United States Code (or any other Debtor Relief Law, whether or not allowed) on the Loans
made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other
Secured Obligations from time to time owing to the Secured Parties by any Loan Party under
any Loan Document (including any Hedging 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 Term Loan 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.
    
    GUARANTEE2.1
    
    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.
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##### 



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 by reference to the Term Loan 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 Term Loan 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
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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 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 Term Loan
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 Term Loan 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, 2.23 and 7.10 of the Term Loan
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
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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 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 Term Loan Agreement, including Section
11.19 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);
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(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 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 Term Loan Agreement.
 3.2
    
    The Swiss Guarantor shall use reasonable efforts to take and cause to be taken all and any
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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 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 favor 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 Term
Loan 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 Term Loan 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
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carry on its business as currently conducted; and5.1.2
    
    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 TRANSFERSThe 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 Term Loan Agreement. Nothing in this Guarantee shall be construed as limiting
the right of the Secured Parties to assign their rights and obligations under the Term Loan
Agreement, as the case may be in accordance with the relevant provisions of such agreement.7.
    
    COSTS AND EXPENSESThe 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.
    
    NOTICESAll 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 GuarantorNovelis Technology AG
 Address:
    
    Zentralstrasse 100CH- 8212 Neuhausen am RheinfallAttn:
    
    Legal Department
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with a copy to:Novelis AG
 Address:
    
    Sternenfeldstrasse 19CH- 8700 KüsnachtAttn:
    
    Legal Department
 b)
    
    if to the Collateral AgentBank of America, N.A.
 Address
    
    1455 Market Street
San Francisco, CA 94103Attn:
    
    Bridget MandukFax:
    
    +1 415 503 5011Phone:
    
    +1 415 436 1097
 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 AGENTIf a successor of the Term Loan Collateral Agent is appointed pursuant to the relevant
provisions of the Term Loan Agreement, the Collateral Agent hereunder will automatically be
replaced by the successor Term Loan Collateral Agent as party to this Guarantee, upon notice
to the Guarantor of the appointment of the successor Term Loan Collateral Agent.10.
    
    SEVERABILITYIf 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
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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 MODIFICATIONSThis Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Term Loan Agreement.12.
    
    COUNTERPARTSThis Guarantee may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.13.
    
    LAW AND JURISDICTION13.1
    
    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 Term Loan
Agreement, provided that a legal action or proceeding under the Term Loan Agreement is already
pending before such court or a claim under the Term Loan 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.
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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 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.
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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
  By:Name:
    Christopher Kelly WallTitle:
    Managing Director 14/15




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Novelis Technology AG
 as Guarantor
  By:
    
    
By:Name: David Sneddon
    

    Name: Antonio Tadeu Coelho NardocciTitle: Director
    

    Title: Chairman
 15/15




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Agreement
  Novelis AG
 Küsnacht, Switzerland
  Bank of America N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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##### 



INDEX
 1. INTERPRETATION
    
    
    42. ASSIGNMENT AND ASSIGNORS OBLIGATIONS
    
    
    63. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
    
    
    104. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
    
    
    105. REPRESENTATIONS AND WARRANTIES
    
    
    126. FURTHER ASSURANCES OF THE ASSIGNOR
    
    
    127. POWERS OF ATTORNEY
    
    
    138. ASSIGNMENTS AND TRANSFERS
    
    
    139. EFFECTIVENESS OF ASSIGNMENT
    
    
    1310. COSTS AND EXPENSES
    
    
    1411. NOTICES
    
    
    1412. SUCCESSOR AGENT
    
    
    1513. SEVERABILITY
    
    
    1514. WAIVERS AND MODIFICATIONS
    
    
    1515. COUNTERPARTS
    
    
    1516. LAW AND JURISDICTION
    
    
    15SCHEDULE 1
    
    
    19SCHEDULE 2
    
    
    20SCHEDULE 3
    
    
    21SCHEDULE 4
    
    
    22SCHEDULE 5
    
    
    23SCHEDULE 6
    
    
    25
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This Agreement Agreement
 (1)
    
    Novelis AG, a company incorporated under the laws of Switzerland, having its seat at
Sternenfeldstrasse 19, 8700 Küsnacht, Switzerland (the Assignor);
  (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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(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.
    
    INTERPRETATION1.1
    
    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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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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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
convenienceof 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 OBLIGATIONS2.1
    
    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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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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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,
 8/25




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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; and2.10.2
    
    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; and2.11.2
    
    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.
 9/25




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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 TAX3.1
    
    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 AGENT4.1
    
    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).
 10/25




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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; and4.5.4
    
    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.
 11/25




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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 WARRANTIES5.1
    
    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 ASSIGNORThe 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.
 12/25




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7.
    
    POWERS OF ATTORNEYThe 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 TRANSFERSThe 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 ASSIGNMENT9.1
    
    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.
 13/25




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10.
    
    COSTS AND EXPENSESThe 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.
    
    NOTICESAll 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 AssignorNovelis AG
 Address:
    Sternenfeldstrasse 19CH- 8700, Küsnacht
 b)
    
    if to the Collateral AgentBank of America, N.A.
 Address
    135 S. LaSalle, Suite 927, IL4-135-09-27
Chicago, Illinois 60603Attn:
    Account OfficerFax:
    +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.
 14/25




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12.
    
    SUCCESSOR AGENTIf 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.
    
    SEVERABILITYIf 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 MODIFICATIONSThis Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.15.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.16.
    
    LAW AND JURISDICTION16.1
    
    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
 15/25




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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.
   16/25




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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
 
 By:Name:
    Christopher Kelly WallTitle:
    Managing DirectorBy:Name:
    Peter M. WaltherTitle:
    Senior Vice President 17/25




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Novelis AG
 as Assignor
  By:
    
    
    By:Name: David Sneddon
    
    
    Name: Antonio Tadeu Coelho NardocciTitle: Director
    
    
    Title: Chairman
 18/25




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SCHEDULE 1
 LIST OF BANK ACCOUNTS
  Name of Depositary Bank
    
    Branch Office
    
    Account Number
    
    Account HolderCredit Suisse
    
    Zürich
    
    
    
    Novelis AGCredit Suisse
    
    Zürich
    
    
    
    Novelis AGCredit Suisse
    
    Zürich
    
    
    
    Novelis AGCredit Suisse
    
    Zürich
    
    
    
    Novelis AG
 19/25




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SCHEDULE 2
 LIST OF INTERCOMPANY RECEIVABLES




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##### 



SCHEDULE 3
 LIST OF TRADE RECEIVABLES
  21/25




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SCHEDULE 4
 NOTICE OF ASSIGNMENT TO AFFILIATES
  Name of Intercompany
Debtor[Address of Debtor]
  
 Re: Notification of Assignment
 
 Assignor Collateral Agent Agreement Assignment Assigned Claims
     Very truly yours,
    
    Agreed and Acknowledged:[Assignor]
    
    [name of the Intercompany Debtor][authorized signatories]
    
    [authorized signatories]
 22/25




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SCHEDULE 5
 NOTICE OF ASSIGNMENT TO BANKS
  [Name of the Bank Account
Bank][Address of the Bank]
 BY REGISTERED MAIL
  Notification of Assignment
  Bank Account[s] Assignor
 Collateral Agent Agreement Assignment Assigned Claims
 insert name and address of
bank insert name of responsible person[s]
    23/25




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[Assignor]
    
    Agreed and Acknowledged:[name of Bank][authorized signatories][authorized signatories]
 Agreed and Acknowledged by:Bank
of America N.A.[authorized signatories]
 24/25




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SCHEDULE 6
 NOTICE OF ASSIGNMENT TO DEBTORS
  [Name of the Debtor][Address of the Debtor]
 BY REGISTERED MAIL
  Notification of Assignment
   Assignor Collateral
Agent" Agreement Assigned Receivables
 insert name and address of debtor insert name of responsible person[s]
  [Assignor]
    
    Agreed and Acknowledged:[authorized signatories]
    
    [name of debtor][authorized signatories]
 25/25




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GUARANTEE
  Novelis AG
 Küsnacht, Switzerland
  Bank of America, N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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INDEX
 1. DEFINITIONS AND INTERPRETATION
    
    
    32. GUARANTEE
    
    
    43. UP-STREAM
AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX
    
    
    74. GUARANTORS UNDERTAKINGS
    
    
    95. REPRESENTATIONS AND WARRANTIES
    
    
    96. ASSIGNMENTS AND TRANSFERS
    
    
    107. COSTS AND EXPENSES
    
    
    108. NOTICES
    
    
    109. SUCCESSOR AGENT
    
    
    1110. SEVERABILITY
    
    
    1111. WAIVERS AND MODIFICATIONS
    
    
    1112. COUNTERPARTS
    
    
    1113. LAW AND JURISDICTION
    
    
    12




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Guarantee
 (1)
    
    Novelis AG, a company incorporated under the laws of Switzerland, having its seat at
Sternenfeldstrasse 19, 8700 Küsnacht, Switzerland (the Guarantor);
  (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 Term
Loan Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the
Collateral Agent).
  (A)
    
    The Guarantor 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 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 Term Loan Agreement) of their obligations under the Term Loan Agreement, as
further defined in this Guarantee.
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    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 that would accrue
after the commencement of a case under Title 11 of the United States Code or any other Debtor
Relief Law or after any bankruptcy or insolvency petition is




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##### 



filed under Title 11 of the United States Code (or any other Debtor Relief Law) but for the
provisions of the Title 11 of the United States Code (or other Debtor Relief Law) or that
accrue after the commencement of a case under Title 11 of the United States Code or any other
Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of
the United States Code (or any other Debtor Relief Law, whether or not allowed) on the Loans
made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other
Secured Obligations from time to time owing to the Secured Parties by any Loan Party under
any Loan Document (including any Hedging 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 Term Loan 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.
    
    GUARANTEE2.1
    
    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




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##### 



Obligations used in this Guarantee (and consequently the extent of its undertaking under
this Guarantee) is defined by reference to the Term Loan 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 Term Loan 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




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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
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 Term Loan
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 Term Loan 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, 2.23 and 7.10 of the Term Loan
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




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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 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 Term
Loan Agreement, including Section 11.19 thereof shall govern and control the exercise of
remedies by Collateral Agent.
 3.
    
    UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX3.1
    
    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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(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 Term Loan 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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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 UNDERTAKINGS4.1
    
    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 favor 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; and4.1.3
    
    not to create or allow to subsist any security interest, except as permitted under the Term
Loan 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 WARRANTIES5.1
    
    Without prejudice to the representations and warranties made under the Term Loan 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; and5.1.2
    
    this Guarantee (i) constitutes its legal, valid and binding obligations enforceable
against it




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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 TRANSFERSThe 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 Term Loan Agreement. Nothing in this Guarantee shall be construed as limiting
the right of the Secured Parties to assign their rights and obligations under the Term Loan
Agreement, as the case may be in accordance with the relevant provisions of such agreement.7.
    
    COSTS AND EXPENSESThe 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.
    
    NOTICESAll 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 GuarantorNovelis AG
 Address:
    
    Sternenfeldstrasse 19CH- 8700 KüsnachtAttn:
    
    Legal Department
 b)
    
    if to the Collateral AgentBank of America, N.A.
 Address
    
    1455 Market StreetSan Francisco, CA 94103




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##### 



Attn:
    
    Bridget MandukFax:
    
    +1 415 503 5011Phone:
    
    +1 415 436 1097
 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 AGENTIf a successor of the Term Loan Collateral Agent is appointed pursuant to the relevant
provisions of the Term Loan Agreement, the Collateral Agent hereunder will automatically be
replaced by the successor Term Loan Collateral Agent as party to this Guarantee, upon notice
to the Guarantor of the appointment of the successor Term Loan Collateral Agent.10.
    
    SEVERABILITYIf 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 MODIFICATIONSThis Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Term Loan Agreement.12.
    
    COUNTERPARTSThis Guarantee may be executed in any number of counterparts, all of which taken




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together shall constitute one and the same instrument.13.
    
    LAW AND JURISDICTION13.1
    
    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
Term Loan Agreement, provided that a legal action or proceeding under the Term Loan Agreement
is already pending before such court or a claim under the Term Loan 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 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




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##### 



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.




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##### 



Bank of America
 as
Collateral Agent acting for itself, in the name of, on behalf of and for the benefit of the Secured Parties
  By:Name: Christopher Kelly WallTitle:   Managing Director




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##### 



Novelis AG  as Guarantor
  By:
    
    
    
    
    
    By:Name: David Sneddon
    
    
    
    
    
    Name: Antonio Tadeu Coelho NardocciTitle:   Director
    
    
    
    
    
    Title:   Chairman




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Share Pledge Agreement
  Novelis AG  Küsnacht, Switzerland
  Bank of America, N.A.  Charlotte, North Carolina, USA
  the Secured Parties




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##### 



INDEX
 1. INTERPRETATION
    
    
    42. PLEDGE AND PLEDGORS OBLIGATIONS
    
    
    63. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
    
    
    104. RIGHTS AND OBLIGATIONS OF THE PLEDGEE
    
    
    105. REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
    
    
    106. RELEASE OF THE PLEDGED ASSETS
    
    
    127. REPRESENTATIONS AND WARRANTIES
    
    
    128. FURTHER ASSURANCES OF THE PLEDGOR
    
    
    139. AVOIDANCES OF PAYMENTS
    
    
    1310. POWERS OF ATTORNEY
    
    
    1411. ASSIGNMENTS AND TRANSFERS
    
    
    1412. EFFECTIVENESS OF PLEDGE
    
    
    1413. COSTS AND EXPENSES
    
    
    1514. NOTICES
    
    
    1515. SUCCESSOR AGENT
    
    
    1616. SEVERABILITY
    
    
    1617. WAIVERS AND MODIFICATIONS
    
    
    1618. COUNTERPARTS
    
    
    1619. LAW AND JURISDICTION
    
    
    16SCHEDULE 1
    
    
    20
 2/20




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This Agreement Agreement
 (1)
    
    Novelis AG, a company incorporated under the laws of Switzerland, having its seat at
Sternenfeldstrasse 19, 8700 Küsnacht, Switzerland (the Pledgor);
  (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).
 3/20




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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.
    
    INTERPRETATION1.1
    
    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.
 4/20




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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 Partizipationsscheineand Genussscheinewithin 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;
 5/20




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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
 6/20




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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 OBLIGATIONS2.1
    
    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;
 7/20




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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:
 8/20




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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; and2.4.2
    
    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 TAX3.1
    
    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 PLEDGEE4.1
    
    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 DEFAULT5.1
    
    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; or5.1.3
    
    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 ASSETS6.1
    
    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 WARRANTIES7.1
    
    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; and7.1.5
    
    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 PLEDGORThe 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 PAYMENTSAny 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 ATTORNEYThe 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 TRANSFERSThe 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 PLEDGE12.1
    
    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 EXPENSESThe 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.
    
    NOTICESAll 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
 
 b)
    
    if to the Collateral Agent
 
 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 AGENTIf 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.
    
    SEVERABILITYIf 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 MODIFICATIONSThis Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.18.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.19.
    
    LAW AND JURISDICTION19.1
    
    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.
   17/20




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##### 



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
  By:Name:
    Christopher Kelly WallTitle:
    Managing Director  By:Name:
    Peter M. WaltherTitle:
    Senior Vice President 18/20




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Novelis AG
 as Pledgor
  By:
    
    
    
    
    
    By:Name:
    
    David Sneddon
    
    
    
    Name:
    
    Antonio Tadeu Coelho NardocciTitle:
    
    Director
    
    
    
    Title:
    
    Chairman
 19/20




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SCHEDULE 1
 LIST OF SHARES CERTIFICATES
 Novelis Technology SA:
 NominalNo of
    
    No of
    
    Value inCertificate
    
    Share(s)
    
    CHF
    
    Ord. Nr.
    
    Name and domicile of shareholder1
    
    495
    
    495000
    
    1 - 495
    
    Novelis AG, Zürich2
    
    1
    
    1000
    
    496
    
    Novelis AG, Zürich3
    
    1
    
    1000
    
    497
    
    Novelis AG, Zürich4
    
    1
    
    1000
    
    498
    
    Novelis AG, Zürich5
    
    1
    
    1000
    
    499
    
    Novelis AG, Zürich6
    
    1
    
    1000
    
    500
    
    Novelis AG, Zürich
 20/20




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##### 



Agreement
  Novelis Deutschland GmbH
 Göttingen, Germany
  Bank of America N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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##### 



INDEX
 1. INTERPRETATION
    
    
    42. ASSIGNMENT AND ASSIGNORS OBLIGATIONS
    
    
    63. UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION
    
    
    84. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
    
    
    105. REPRESENTATIONS AND WARRANTIES
    
    
    126. FURTHER ASSURANCES OF THE ASSIGNOR
    
    
    127. POWERS OF ATTORNEY
    
    
    128. ASSIGNMENTS AND TRANSFERS
    
    
    139. EFFECTIVENESS OF ASSIGNMENT
    
    
    1310. COSTS AND EXPENSES
    
    
    1311. NOTICES
    
    
    1312. SUCCESSOR AGENT
    
    
    1413. SEVERABILITY
    
    
    1414. WAIVERS AND MODIFICATIONS
    
    
    1515. COUNTERPARTS
    
    
    1516. LAW AND JURISDICTION
    
    
    15SCHEDULE 1
    
    
    19SCHEDULE 2
    
    
    20
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This Agreement Agreement
 (1)
    
    Novelis Deutschland GmbH, a company incorporated under the laws of Germany, having
its seat at Göttingen, Germany (the Assignor);
  (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,
 7/21




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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: LIMITATION3.1
    
    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; and4.3.4
    
    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 WARRANTIES5.1
    
    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 ASSIGNORThe 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 ATTORNEYThe 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:
 13/21




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a)
    
    if to the AssignorNovelis Deutschland GmbH
 Address:
    
    Hannoversche Strasse 137075 GöttingenGermanyAttn:
    
    Managing DirectorFax:
    
    +49. 551. 304-4902
 b)
    
    if to the Collateral AgentBank of America, N.A.
 Address
    
    135 S. LaSalle, Suite 927, IL4-135-09-27Chicago, Illinois 60603Attn:
    
    Account OfficerFax:
    
    +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
 14/21




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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: +1 212-299-5600)
 15/21




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##### 



(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.
   16/21




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##### 



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
  By:Name:
    Christopher Kelly WallTitle:
    Managing DirectorBy:Name:
    Peter M. WaltherTitle:
    Senior Vice President 17/21




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##### 



Novelis Deutschland GmbH
 as Assignor
  By:Name:
    Roland HaringsTitle:
    Managing Director 18/21




---



##### 



SCHEDULE 1
 LIST OF BANK ACCOUNTS
  Name of Depositary Bank
    
    Branch Office
    
    Account Number
    
    Account HolderNONE
 19/21




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##### 



SCHEDULE
2   NOTICE OF ASSIGNMENT TO BANKS
  
  BY REGISTERED MAIL
  Notification of Assignment
  Bank Account[s] Assignor
 Collateral Agent Agreement Assignment Assigned Claims
 insert name and address of
bank insert name of responsible person[s]




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##### 



[Assignor]
    
    Agreed and Acknowledged:[name of Bank][authorized signatories][authorized signatories]Agreed and Acknowledged by:Bank of America N.A.[authorized signatories]
 21/21




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Agreement
  Novelis Switzerland AG
 Sierre, Switzerland
  Bank of America N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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##### 



INDEX
 1.
    
    
    INTERPRETATION
    
    
    42.
    
    
    ASSIGNMENT AND ASSIGNORS OBLIGATIONS
    
    
    63.
    
    
    UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
    
    
    104.
    
    
    RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
    
    
    105.
    
    
    REPRESENTATIONS AND WARRANTIES
    
    
    126.
    
    
    FURTHER ASSURANCES OF THE ASSIGNOR
    
    
    137.
    
    
    POWERS OF ATTORNEY
    
    
    138.
    
    
    ASSIGNMENTS AND TRANSFERS
    
    
    139.
    
    
    EFFECTIVENESS OF ASSIGNMENT
    
    
    1310.
    
    
    COSTS AND EXPENSES
    
    
    1411.
    
    
    NOTICES
    
    
    1412.
    
    
    SUCCESSOR AGENT
    
    
    1513.
    
    
    SEVERABILITY
    
    
    1514.
    
    
    WAIVERS AND MODIFICATIONS
    
    
    1515.
    
    
    COUNTERPARTS
    
    
    1516.
    
    
    LAW AND JURISDICTION
    
    
    15SCHEDULE 1

    
    19SCHEDULE 2
    
    20SCHEDULE 3

    
    21SCHEDULE 4

    
    22SCHEDULE 5

    
    23SCHEDULE 6

    
    25
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##### 



This Agreement Agreement
 (1)
    
    Novelis SwitzerlandSA, a company incorporated under the laws of Switzerland,
having its seat at Route des Laminoirs 15, 3960 Sierre , Switzerland (the Assignor);
  (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).
 3/25




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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 (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;
 4/25




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##### 



Assignment
 Business Day
 Discharge of Senior Lien Secured Obligations
 Excluded Receivables
 Notice of Assignment to Affiliates Schedule 4
 Notice of Assignment to Banks Schedule
5
 Notice of Assignment to Debtors Schedule
6
 Revolving Secured Obligations
 Revolving Secured Parties
 Secured Obligations
 Secured Parties
 5/25




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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
convenienceof 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 OBLIGATIONS2.1
    
    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
 6/25




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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
 7/25




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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
 8/25




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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; and2.10.2
    
    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; and2.11.2
    
    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
 9/25




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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 TAX3.1
    
    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 AGENT4.1
    
    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.
 10/25




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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; and4.5.4
    
    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
 11/25




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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 WARRANTIES5.1
    
    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.
 12/25




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6.
    
    FURTHER ASSURANCES OF THE ASSIGNORThe 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 ATTORNEYThe 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 TRANSFERSThe 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 ASSIGNMENT9.1
    
    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.
 13/25




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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 EXPENSESThe 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.
    
    NOTICESAll 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 AssignorNovelis Switzerland AGAddress:
    
    Route des Laminoirs 15CH- 3960 SierreAttn:
    
    Plant Managerwith a copy to:Novelis AGAddress:
    
    Sternenfeldstrasse 19CH- 8700, KüsnachtAttn:
    
    Legal Departmentb)
    
    if to the Collateral AgentBank of America, N.A.Address
    
    135 S. LaSalle, Suite 927, IL4-135-09-27Chicago, Illinois 60603Attn:
    
    Account OfficerFax:
    
    +1 312-453-5555
 14/25




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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 AGENTIf 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.
    
    SEVERABILITYIf 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 MODIFICATIONSThis Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.15.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.16.
    
    LAW AND JURISDICTION16.1
    
    This Agreement shall be governed by and construed in accordance with the substantive laws of
Switzerland.
 15/25




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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.
  16/25




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##### 



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
  By:Name:
    Christopher Kelly WallTitle:
    Managing DirectorBy:Name:
    Peter M. WaltherTitle:
    Senior Vice President 17/25




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SIGNATURE PAGENovelis SwitzerlandAG,as AssignorBy:
    
    
    By:Name:
    David Sneddon
    
    
    Name:
    Antonio Tadeu Coelho NardocciTitle:
    Director
    
    
    Title:
    Chairman
 18/25




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SCHEDULE 1
 LIST OF BANK ACCOUNTS
  Name of Depositary Bank
    
    Branch Office
    
    Account Number
    
    Account HolderCredit Suisse
    
    Zürich
    
    
    
    Novelis Switzerland AG
 19/25




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SCHEDULE 2
 LIST OF INTERCOMPANY RECEIVABLES




---



##### 



SCHEDULE 3
 LIST OF TRADE RECEIVABLES
  21/25




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SCHEDULE 4
 NOTICE OF ASSIGNMENT TO AFFILIATES
  
    Re: Notification of Assignment
  Assignor Collateral Agent Agreement Assignment Assigned Claims
     Very truly yours,

    
    Agreed and Acknowledged:[name of the Intercompany Debtor][Assignor][authorized signatories]
    
    [authorized signatories]
 22/25




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SCHEDULE 5  NOTICE OF ASSIGNMENT TO BANKS
  
  BY REGISTERED MAIL
  Notification of Assignment
  Bank Account[s] Assignor
 Collateral Agent Agreement Assignment Assigned Claims
 insert name and address of
bank insert name of responsible person[s]
    23/25




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##### 



[Assignor]
    

    Agreed and Acknowledged:[name of Bank][authorized signatories][authorized signatories]Agreed and Acknowledged by:Bank of America N.A.[authorized signatories]
 24/25




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SCHEDULE 6
 NOTICE OF ASSIGNMENT TO DEBTORS
  
 BY REGISTERED MAIL
  Notification of Assignment
   Assignor Collateral Agent Agreement Assigned Receivables
 insert name and address of debtor insert name of responsible person[s]
  [Assignor]

    
    Agreed and Acknowledged:[name of debtor][authorized signatories][authorized signatories]
 25/25




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GUARANTEE
  Novelis Switzerland SA
 Sierre, Switzerland
  Bank of America, N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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##### 



INDEX
 1. DEFINITIONS AND INTERPRETATION
    
    
    32. GUARANTEE
    
    
    43. UP-STREAM AND CROSS-STREAM GUARANTEES:LIMITATION AND WITHHOLDING TAX
    
    
    74. GUARANTORS UNDERTAKINGS
    
    
    95. REPRESENTATIONS AND WARRANTIES
    
    
    96. ASSIGNMENTS AND TRANSFERS
    
    
    107. COSTS AND EXPENSES
    
    
    108. NOTICES
    
    
    109. SUCCESSOR AGENT
    
    
    1110. SEVERABILITY
    
    
    1111. WAIVERS AND MODIFICATIONS
    
    
    1212. COUNTERPARTS
    
    
    1213. LAW AND JURISDICTION
    
    
    12
 2/14




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##### 



Guarantee
 (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);
  (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 Term
Loan Agreement) in its capacity as Collateral Agent under the Term Loan Agreement (the
Collateral Agent).
  (A)
    
    The Guarantor 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 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 Term Loan Agreement) of their obligations under the Term Loan Agreement, as
further defined in this Guarantee.1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    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 that would accrue
after the commencement of a case under Title 11 of the United States
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Code or any other Debtor Relief Law or after any bankruptcy or insolvency petition is filed
under Title 11 of the United States Code (or any other Debtor Relief Law) but for the
provisions of the Title 11 of the United States Code (or other Debtor Relief Law) or that
accrue after the commencement of a case under Title 11 of the United States Code or any other
Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of
the United States Code (or any other Debtor Relief Law, whether or not allowed) on the Loans
made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other
Secured Obligations from time to time owing to the Secured Parties by any Loan Party under
any Loan Document (including any Hedging 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 Term Loan 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.
    
    GUARANTEE2.1
    
    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.
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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 by reference to the Term Loan 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 Term Loan 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
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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
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 Term Loan
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 Term Loan 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, 2.23 and 7.10 of the Term
Loan 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
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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 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 Term
Loan Agreement, including Section 11.19 thereof shall govern and control the exercise of
remedies by Collateral Agent.3.
    
    UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX3.1
    
    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);
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(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 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 Term Loan Agreement.
 3.2
    
    The Swiss Guarantor shall use reasonable efforts to take and cause to be taken all and any
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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 Documents in order to allow for
a prompt payment of the Guarantee Payment or Available Amount, as applicable.4.
    
    GUARANTORS UNDERTAKINGS4.1
    
    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 favor 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; and4.1.3
    
    not to create or allow to subsist any security interest, except as permitted under the Term
Loan 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 WARRANTIES5.1
    
    Without prejudice to the representations and warranties made under the Term Loan 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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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 TRANSFERSThe 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 Term Loan Agreement. Nothing in this Guarantee shall be construed as limiting
the right of the Secured Parties to assign their rights and obligations under the Term Loan
Agreement, as the case may be in accordance with the relevant provisions of such agreement.7.
    
    COSTS AND EXPENSESThe 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.
    
    NOTICESAll 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 GuarantorNovelis Switzerland SAAddress: Route des Laminoirs 15CH- 3960 SierreAttn: Plant Managerwith a copy to:Novelis AG
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Address: Sternenfeldstrasse 19CH- 8700 KüsnachtAttn: Legal Department
 b)
    
    if to the Collateral AgentBank of America, N.A.Address 1455 Market StreetSan Francisco, CA 94103Attn: Bridget MandukFax: +1 415 503 5011Phone: +1 415 436 1097
 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 AGENTIf a successor of the Term Loan Collateral Agent is appointed pursuant to the relevant
provisions of the Term Loan Agreement, the Collateral Agent hereunder will automatically be
replaced by the successor Term Loan Collateral Agent as party to this Guarantee, upon notice
to the Guarantor of the appointment of the successor Term Loan Collateral Agent.10.
    
    SEVERABILITYIf 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
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closely as possible the original intention and purpose of the parties.11.
    
    WAIVERS AND MODIFICATIONSThis Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Term Loan Agreement.12.
    
    COUNTERPARTSThis Guarantee may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.13.
    
    LAW AND JURISDICTION13.1
    
    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
Term Loan Agreement, provided that a legal action or proceeding under the Term Loan Agreement
is already pending before such court or a claim under the Term Loan 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
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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 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.
   13/14




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##### 



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
  By:Name:
    Christopher Kelly WallTitle:
    Managing Director 14/14




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Novelis Switzerland SA
 as Guarantor
  By:
    
    
    
    By:Name: David Sneddon
    
    Name: Antonio Tadeu Coelho NardocciTitle: Director
    
    Title: Chairman
 15/14




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Intellectual Property Pledge Agreement
  Novelis Switzerland SA
 Sierre, Switzerland
  Bank of America, N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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##### 



TABLE OF CONTENTS
 1. INTERPRETATION
    
    
    42. PLEDGE
    
    
    63. UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND
WITHHOLDING TAX
    
    
    74. PLEDGORS OBLIGATIONS
    
    
    75. RIGHTS AND OBLIGATIONS OF THE COLLATERAL AGENT
    
    
    86. ENFORCEMENT
    
    
    87. GRANT OF INTELLECTUAL PROPERTY LICENSE
    
    
    108. RELEASE OF THE PLEDGED ASSETS
    
    
    109. REPRESENTATIONS AND WARRANTIES
    
    
    1110. FURTHER ASSURANCES OF THE PLEDGOR
    
    
    1211. AVOIDANCES OF PAYMENTS
    
    
    1212. POWER OF ATTORNEY
    
    
    1213. ASSIGNMENT AND TRANSFERS
    
    
    1214. EFFECTIVENESS OF PLEDGE
    
    
    1315. COSTS AND EXPENSES
    
    
    1316. NOTICES
    
    
    1317. SUCCESSOR AGENT
    
    
    1418. SEVERABILITY
    
    
    1419. WAIVER AND MODIFICATIONS
    
    
    1520. COUNTERPARTS
    
    
    1521. LAW AND JURISDICTION
    
    
    15SCHEDULE 1
    
    
    19
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This Agreement Agreement
 (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.
 6/24




---



##### 



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
 7/24




---



##### 



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:
 8/24




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##### 



6.1.1
    
    sell to third parties not affiliated to the Pledgorand/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.
 9/24




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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).
 10/24




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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
Agreementconstitutes (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.
 11/24




---



##### 



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
 12/24




---



##### 



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 Agentor 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 Agentshall 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 PledgorNovelis Switzerland SAAddress: Route des Laminoirs 15
CH- 3690 Sierre 
Attn: Plant Manager
 13/24




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##### 



with a copy to:Novelis AG
Address: Sternenfeldstrasse 19
              
CH- 8700 KüsnachtAttn:       Legal Department
 b)
    
    if to the Collateral Agent

Bank of America, N.A. 
Address  1455 Market StreetSan Francisco, California 94103 

Attn:       Bridgett MandukFax:        +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
 14/24




---



##### 



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.
 15/24




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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.
   16/24




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##### 



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 WallTitle:
    Managing Director Date:By:Name:
    Peter M. WaltherTitle:
    Senior Vice President 17/24




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##### 



Novelis Switzerland SA
 as Pledgor
 Date:By:

    
    By:Name: David Sneddon 
Title:   Director

    
    Name: Antonio Tadeu Coelho Nardocci
Title:   Chairman
 18/24




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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
    
    Registration
    
    TrademarkName
    
    Name
    
    Number
    
    Number
    
    NameALCAN ALUMINIUM
    
    Canada
    
    892421
    
    536759
    
    FORMALIGHT BYVALAIS SA *
    
    
    
    
    
    
    
    ALUSUISSEALCAN ALUMINIUM
    
    European Community
    
    380683
    
    380683
    
    ALUBVALAIS SA *ALCAN ALUMINIUM
    
    Finland
    
    3554/69
    
    61717
    
    ANTICORODALVALAIS SA *ALCAN ALUMINIUM
    
    Mexico
    
    394710
    
    660276
    
    SILENSALVALAIS SA *ALCAN ALUMINIUM
    
    Mexico
    
    394708
    
    636777
    
    SILENSALVALAIS SA *ALCAN ALUMINIUM
    
    Norway
    
    111079
    
    089666
    
    ANTICORODALVALAIS SA *ALCAN ALUMINIUM
    
    Sweden
    
    94-12916
    
    313088
    
    CARBONDVALAIS SA *ALCAN ALUMINIUM
    
    Sweden
    
    875110
    
    225190
    
    NOVODALVALAIS SA *NOVELIS SWITZERLAND
    
    Austria
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Austria
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Benelux
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Benelux
    
    680516
    
    680516
    
    ECODALS.A.NOVELIS SWITZERLAND
    
    Benelux
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Bosnia and
    
    52758
    
    328896
    
    ANTICORODALS.A.
    
    HerzegovinaNOVELIS SWITZERLAND
    
    Canada
    
    1010570
    
    546183
    
    CARBONDS.A.NOVELIS SWITZERLAND
    
    Canada
    
    1028948
    
    560547
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Croatia
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Czech Republic
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Czech Republic
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Denmark
    
    0946/47
    
    1002-1947
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    European Community
    
    005070313
    
    005070313
    
    NOVALIGHTS.A.NOVELIS SWITZERLAND
    
    France
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    France
    
    674564
    
    674564
    
    DILATALS.A.
 19/24




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##### 



Owner
    
    Country
    
    Application
    
    Registration
    
    TrademarkName
    
    Name
    
    Number
    
    Number
    
    NameNOVELIS SWITZERLAND
    
    France
    
    680516
    
    680516
    
    ECODALS.A.NOVELIS SWITZERLAND
    
    France
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Germany
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Germany
    
    674564
    
    674564
    
    DILATALS.A.NOVELIS SWITZERLAND
    
    Germany
    
    680516
    
    680516
    
    ECODALS.A.NOVELIS SWITZERLAND
    
    Germany
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Hungary
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Hungary
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Intl Registration
    
    52758
    
    328896
    
    ANTICORODALS.A.
    
    - Madrid Agreement/ ProtocolNOVELIS SWITZERLAND
    
    Intl Registration
    
    628794
    
    628794
    
    CARBONDS.A.
    
    - Madrid Agreement/ ProtocolNOVELIS SWITZERLAND
    
    Intl Registration
    
    674564
    
    674564
    
    DILATALS.A.
    
    - Madrid Agreement/ ProtocolNOVELIS SWITZERLAND
    
    Intl Registration
    
    680516
    
    680516
    
    ECODALS.A.
    
    - Madrid Agreement/ ProtocolNOVELIS SWITZERLAND
    
    Intl Registration
    
    721060
    
    721060
    
    SILENSALS.A.
    
    - Madrid Agreement/ ProtocolNOVELIS SWITZERLAND
    
    Intl Registration
    
    680516
    
    680516
    
    ECODALS.A.
    
    - Madrid ProtocolOnlyNOVELIS SWITZERLAND
    
    Intl Registration
    
    721060
    
    721060
    
    SILENSALS.A.
    
    - Madrid ProtocolOnlyNOVELIS SWITZERLAND
    
    Italy
    
    674564
    
    674564
    
    DILATALS.A.NOVELIS SWITZERLAND
    
    Italy
    
    680516
    
    680516
    
    ECODALS.A.NOVELIS SWITZERLAND
    
    Italy
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Liechtenstein
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Macedonia
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Portugal
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Portugal
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Serbia (Old Code)
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Slovakia
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Slovenia
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Spain
    
    52758
    
    328896
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Spain
    
    680516
    
    680516
    
    ECODALS.A.
 20/24




---



##### 



Owner
    
    Country
    
    Application
    
    Registration
    
    TrademarkName
    
    Name
    
    Number
    
    Number
    
    NameNOVELIS SWITZERLAND
    
    Spain
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Sweden
    
    2164/47
    
    065166
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Sweden
    
    680516
    
    680516
    
    ECODALS.A.NOVELIS SWITZERLAND
    
    Sweden
    
    721060
    
    721060
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    Switzerland
    
    02948/1996
    
    436894
    
    ALUBS.A.NOVELIS SWITZERLAND
    
    Switzerland
    
    5431
    
    349318
    
    ANTICORODALS.A.NOVELIS SWITZERLAND
    
    Switzerland
    
    5207/1994.5
    
    413196
    
    CARBONDS.A.NOVELIS SWITZERLAND
    
    Switzerland
    
    09165/1996
    
    438009
    
    DILATALS.A.NOVELIS SWITZERLAND
    
    Switzerland
    
    08971/1996
    
    440318
    
    ECODALS.A.NOVELIS SWITZERLAND
    
    Switzerland
    
    03550/1999
    
    462752
    
    SILENSALS.A.NOVELIS SWITZERLAND
    
    United Kingdom
    
    2004884
    
    2004884
    
    CARBONDS.A.NOVELIS SWITZERLAND
    
    United Kingdom
    
    680516
    
    680516
    
    ECODALS.A.NOVELIS SWITZERLAND
    
    United Kingdom
    
    2005956
    
    2005956
    
    NOVODALS.A.NOVELIS SWITZERLAND
    
    United Kingdom
    
    721060
    
    721060
    
    SILENSALS.A.
 21/24




---



##### 



Security Transfer Agreement
  Novelis Switzerland SA
 Sierre, Switzerland
  Bank of America, N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




---



##### 



TABLE OF CONTENTS
 1.
    
    INTERPRETATION
    
    
    42.
    
    TRANSFER
    
    
    63.
    
    TRANSFERORs OBLIGATIONS
    
    
    74.
    
    UP-STREAM AND CROSS-STREAM SECURITIES: LIMITATION AND WITHHOLDING TAX
    
    
    85.
    
    ENFORCEMENT
    
    
    86.
    
    RELEASE OF THE NOTES
    
    
    97.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    108.
    
    POWER OF ATTORNEY
    
    
    109.
    
    ASSIGNMENT AND TRANSFERS
    
    
    1110.
    
    EFFECTIVENESS OF TRANSFER
    
    
    1111.
    
    COSTS AND EXPENSES
    
    
    1112.
    
    NOTICES
    
    
    1113.
    
    SUCCESSOR AGENT
    
    
    1214.
    
    SEVERABILITY
    
    
    1315.
    
    WAIVERS AND MODIFICATIONS
    
    
    1316.
    
    COUNTERPARTS
    
    
    1317.
    
    LAW AND JURISDICTION
    
    
    13SCHEDULE 1
    
    
    17
 2/17




---



##### 



This Agreement Agreement
 (1)
    
    Novelis SwitzerlandSA, a company incorporated under the laws of Switzerland, having
its seat at Route des Laminoirs 15, 3960 Sierre, Switzerland (the Transferor);
  (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 Transferorand/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 Agreementconstitutes (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 Agentor 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 TransferorNovelis Switzerland SA
 Address:
    
    Route des Laminoirs 15CH- 3690 SierreAttn:
    
    Plant
 Managerwith a copy to:Novelis AGAddress:
    
    Sternenfeldstrasse 19CH- 8700 KüsnachtAttn:
    
    Legal Department
 b)
    
    if to the Collateral Agent
Bank of America, N.A.
 Address
    
    1455 Market StreetSan Francisco, California 94103Attn:
    
    Bridgett MandukFax:
    
    +1 415-503-5011Email:
    
    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.
   14/17




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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 WallTitle:
    Managing DirectorDate:By:Name:
    Peter M. WaltherTitle:
    Senior Vice President 15/17




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Novelis Switzerland SA
 as Transferor
  By:
    
    
    
    By:Name: David Sneddon
Title: Director
    
    
    
    Name: Antonio Tadeu Coelho Nardocci
Title: Chairman
 16/17




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SCHEDULE 1
 COPY OF THE SIX FIRST RANKING BEARER MORTGAGE NOTES ( CÉDULE HYPOTHÉCAIRE AU PORTEUR )
 17/17




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Share Pledge Agreement
  Novelis Europe Holdings Limited
 Warrington, Cheshire, United Kingdom
  Bank of America, N.A.
 Charlotte, North Carolina, USA
  the Secured Parties




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INDEX
 1. INTERPRETATION
    
    
    42. PLEDGE AND PLEDGORS OBLIGATIONS
    
    
    73. RIGHTS AND OBLIGATIONS OF THE PLEDGEE
    
    
    104. REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT
    
    
    105. RELEASE OF THE PLEDGED ASSETS
    
    
    126. REPRESENTATIONS AND WARRANTIES
    
    
    127. FURTHER ASSURANCES OF THE PLEDGOR
    
    
    138. AVOIDANCES OF PAYMENTS
    
    
    139. POWERS OF ATTORNEY
    
    
    1310. ASSIGNMENTS AND TRANSFERS
    
    
    1411. EFFECTIVENESS OF PLEDGE
    
    
    1412. COSTS AND EXPENSES
    
    
    1413. NOTICES
    
    
    1514. SUCCESSOR AGENT
    
    
    1515. SEVERABILITY
    
    
    1616. WAIVERS AND MODIFICATIONS
    
    
    1617. COUNTERPARTS
    
    
    1618. LAW AND JURISDICTION
    
    
    16SCHEDULE 1
    
    
    20
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This Agreement Agreement
 (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);
  (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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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.
    
    INTERPRETATION1.1
    
    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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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 Partizipationsscheineand Genussscheinewithin 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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##### 



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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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 OBLIGATIONS2.1
    
    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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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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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; and2.4.2
    
    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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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 PLEDGEE3.1
    
    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 DEFAULT4.1
    
    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; or4.1.2
    
    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; or4.1.3
    
    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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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 disposal4.3
    
    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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5.
    
    RELEASE OF THE PLEDGED ASSETS5.1
    
    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 WARRANTIES6.1
    
    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; and6.1.5
    
    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 PLEDGORThe 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 PAYMENTSAny 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 ATTORNEYThe 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 TRANSFERSThe 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 PLEDGE11.1
    
    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 EXPENSESThe 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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13.
    
    NOTICESAll 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 DepartmentNovelis AGAddress:        Sternenfeldstrasse 19CH- 8700 KüsnachtFax: +41 44 386 21 51Phone: +41 44 386 23 18b)
    
    if to the Collateral AgentBank of America, N.A.Address        1455 Market StreetSan Francisco, California 94103Attn:             Bridgett MandukFax:               +1 415 503 5011Email:             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 AGENTIf 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.
    
    SEVERABILITYIf 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 MODIFICATIONSThis Agreement may be terminated, amended or modified only specifically and in writing
signed by the parties hereto.17.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.18.
    
    LAW AND JURISDICTION18.1
    
    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
 16/20




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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.
   17/20




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##### 



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 WallTitle:
    Managing DirectorDate:By:Name:
    Peter M. WaltherTitle:
    Senior Vice President 18/20




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Novelis Europe Holdings Limited
 as Pledgor
 acting by:
  By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 19/20




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##### 



SCHEDULE 1
 LIST OF SHARES CERTIFICATES
 Novelis AG:
 No of Certificate
    
    No of Share(s)
    
    Nominal Value in CHF
    
    Ord. Nr.
    
    Name and domicile of shareholder1
    
    
    995
    
    
    995000
    
    
    1  995
    
    
    Novelis Europe Holdings
Limited, Warrington, Cheshire,
UK2
    
    
    1
    
    
    1000
    
    
    996
    
    
    Novelis Europe Holdings
Limited, Warrington, Cheshire,
UK3
    
    
    1
    
    
    1000
    
    
    997
    
    
    Novelis Europe Holdings
Limited, Warrington, Cheshire,
UK4
    
    
    1
    
    
    1000
    
    
    998
    
    
    Novelis Europe Holdings
Limited, Warrington, Cheshire,
UK Warrington, Cheshire, UK5
    
    
    1
    
    
    1000
    
    
    999
    
    
    Novelis Europe Holdings
Limited, Warrington, Cheshire,
UK6
    
    
    1
    
    
    1000
    
    
    1000
    
    
    Novelis Europe Holdings
Limited, Warrington, Cheshire,
UK
 20/20




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##### 



Exhibit M-5
 EXECUTION COPY
  as Pledgor
   as Collateral Agent
   as Pledgees
 
 VERPFÄNDUNG VON BANKKONTEN




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##### 



TABLE OF CONTENTS
    
    PAGE1.
    
    DEFINITIONS AND LANGUAGE
    
    
    22.
    
    CREATION OF PLEDGES
    
    
    43.
    
    SECURED OBLIGATIONS
    
    
    64.
    
    DISPOSALS OVER ACCOUNTS
    
    
    65.
    
    REALISATION OF THE PLEDGES
    
    
    76.
    
    WAIVER OF PLEDGORS DEFENSES AND OF SUBROGATION RIGHTS
    
    
    87.
    
    RELEASE OF THE PLEDGES
    
    
    98.
    
    DURATION AND INDEPENDENCE
    
    
    99.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    1010.
    
    UNDERTAKINGS OF THE PLEDGOR
    
    
    1111.
    
    LIMITATION OF ENFORCEMENT
    
    
    1412.
    
    ECONOMIC OWNERSHIP OF THE ACCOUNTS
    
    
    1713.
    
    INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
    
    
    1714.
    
    NOTICES
    
    
    1715.
    
    WAIVER
    
    
    1816.
    
    COUNTERPARTS
    
    
    1817.
    
    GOVERNING LAW AND JURISDICTION
    
    
    1918.
    
    LIABILITY AND INDEMNIFICATION
    
    
    1919.
    
    AMENDMENTS
    
    
    2020.
    
    ANNEXES, SCHEDULES
    
    
    2021.
    
    SEVERABILITY
    
    
    20SCHEDULE 1 List of Lenders and other Secured Parties
    
    
    - 1 -SCHEDULE 2 List of Bank Accounts
    
    
    - 2 -SCHEDULE 3 Notice of Pledge
    
    
    - 9 -SCHEDULE 4 Form of Acknowledgement
    
    
    - 11 -




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##### 



ACCOUNT PLEDGE AGREEMENT Agreement
 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 1455 Market Street, San Francisco, CA
94103, U.S.A. (in its capacity as collateral agent under the Term Loan 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 Term
Loan Credit Agreement (as defined below) (together with the Collateral Agent, the Original
Pledgees); and
 (4)
    
    the Future Pledgees, as defined herein.
  (A)
    
    Pursuant to a credit agreement dated on or around December 17, 2010 (the Term Loan Credit
Agreement) among, inter alios, 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 and the Lenders party thereto, and
BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent, the Lenders thereunder
have agreed to extend to the Borrower credit in the form of initial term loans (the Initial
Term Loans), and, if so requested by the Borrower by written notice to the Administrative
Agent and provided the approached existing lender elects to provide the respective commitment,
in the form of incremental term loans effected by joinder agreements 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),
  1




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(B)
    
    It is one of the conditions for granting the Term Loans that the Pledgor enters into this
Agreement.
 (C)
    
    In connection with an ABL revolving loan agreement dated on or about the date hereof, (the
ABL Credit Agreement), the Pledgor has agreed to grant a first ranking pledge over its
Accounts (as defined below) as security for the obligations arising under or in connection
with the ABL Credit Agreement.
 (D)
    
    The Pledgor has agreed to grant a second ranking pledge over its Accounts (as defined below)
as security for the Pledgees (as defined below) respective claims against the Loan Parties
under or in connection with the Term Loan Credit Agreement.
 (E)
    
    The Pledgor has 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).
 (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 Term Loan
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
 1.
    
    DEFINITIONS AND LANGUAGE
 1.1
    
    In this Agreement:
 Account Banks Schedule 2 Account Bank
 Accounts Spareinlagen Termineinlagen Tagesgeldeinlagen Schedule 2 Account
  2




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##### 



Future Pledgee Vertragsübernahme
 Lenders
 Pledgees Pledgee
 Pledges
 Receivables Purchase Agreement inter alia
 Secured Obligations
    3




---



##### 



Trust Agreement
 Trust Accounts Schedule 2
 Trust Account Beneficiary
 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.
 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;
  4




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##### 



(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); and2.1.2
    
    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 Term Loan
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 passuwith the other Pledges created hereunder.2.6
    
    The Pledges created hereunder shall be subordinated to any pledges created over the Accounts
in connection with the ABL Credit Agreement, but 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.
  5




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##### 



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
  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 Term
Loan 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
respective Account. The Collateral Agent shall notify the Pledgor accordingly.
  6




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##### 



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);
 5.4.3
    
    the Pledgor files an application for the institution of insolvency proceedings or similar
proceedings over its assets;
  7




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##### 



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; or5.4.5
    
    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.6.
    
    WAIVER OF PLEDGORS DEFENSES AND OF SUBROGATION RIGHTS6.1
    
    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).
  8




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##### 



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 PLEDGES7.1
    
    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 of the pledges under the Term Loan 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 INDEPENDENCE8.1
    
    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
  9




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##### 



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
 sichert zu selbständiges Garantieversprechen
 9.1
    
    except for the rights of the Trust Account Beneficiary 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 Trust Account Beneficiary with respect to the Trust Accounts
created under the Trust Agreement, except for security for the ABL Credit 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 Term Loan Credit Agreement);
  10




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##### 



9.5
    
    the Pledges granted to the Pledgees will (upon effectiveness of this Agreement but subject to
receipt of the executed schedule confirmation by the Account Banks) be subordinated only to
the pledges over the Accounts created in connection with the ABL Credit Agreement but will
rank ahead of any other 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 Term Loan 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; and9.7
    
    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
  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 a confirmation of receipt of notice vis-à-visthe 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;
  11




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##### 



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.
Notwithstanding the foregoing, accounts pledged to customers or other third parties in a
manner permitted by Section 6.02 of the Term Loan 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 Term Loan 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 under, and under the conditions provided in the Term Loan 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 Term Loan
Credit Agreement (including, for the avoidance of doubt, as
  12




---



##### 



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; and10.11
    
    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.
  13




---



##### 



11.
    
    LIMITATION OF ENFORCEMENT11.1
    
    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 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
  14




---



##### 



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; and11.1.5
    
    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:
 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
  15




---



##### 



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.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).
  16




---



##### 



12.
    
    ECONOMIC OWNERSHIP OF THE ACCOUNTS
 Geldwäschegesetz wirtschaftlicher Berechtigter wirtschaftlicher
Berechtigter
 13.
    
    INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
 Intercreditor Agreement
 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:
  17




---



##### 



14.1.1
    
    If to the Pledgees and Collateral Agent:
 Address:
    
    Bank of America, N.A.1455 Market StreetSan Francisco, CA 94103, U.S.A.Attention:
    
    Account OfficerFax:
    
    + 1 415-503-5011
 14.1.2
    
    If to Pledgor:
 Address:
    
    Novelis Deutschland GmbHHannoversche Straße 137075 Göttingen, GermanyAttention:
    
    GeschäftsführungFax:
    
    +49 551 304 4902
 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.
    
    WAIVER15.1
    
    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.
    
    COUNTERPARTS16.1
    
    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
  18




---



##### 



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 JURISDICTION17.1
    
    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 INDEMNIFICATION18.1
    
    Without extending the Collateral Agents liability as set forth in Section 11.03 of the Term
Loan 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




---



##### 



19. AMENDMENTS
  20.
    
    ANNEXES, SCHEDULESAll Schedules to this Agreement shall form an integral part hereof.21.
    
    SEVERABILITY21.1
    
    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.
  20




---



##### 



1.
    
    Bank of America, N.A.
  - 1 -




---



##### 



Deutsche Bank Accounts
 Account
    
    
    
    Bank / Account
    
    Bank Sort
    
    Type of
    
    AccountHolder
    
    Currency
    
    Location
    
    Code (BLZ)
    
    Account
    
    Number
    
    Contact
    
    AddressNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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
    
    
    
    Bank / Account
    
    Bank Sort
    
    Type of
    
    AccountHolder
    
    Currency
    
    Location
    
    Code (BLZ)
    
    Account
    
    Number
    
    Contact
    
    AddressNovelis
    
    EUR, USD, GBP,
    
    Commerzbank /
    
    10040000
    
    Hauptkonto Währung
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    CHF,
    
    Berlin
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    CAD
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    USD
    
    Commerzbank /
    
    10040000
    
    Metall
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Berlin
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR
    
    Commerzbank /
    
    10040000
    
    Rentenkonto
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Berlin
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR
    
    Commerzbank /
    
    10040000
    
    ATZ-Gebühren-
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Berlin
    
    
    
    belastungen
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR
    
    Commerzbank /
    
    10040000
    
    Sicherheiten/Rücklagen
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Berlin
    
    
    
    ATZ
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR/GBP
    
    Commerzbank /
    
    10040000
    
    Festgelder
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Berlin
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,Germany
  - 3 -




---



##### 



Account
    
    
    
    Bank / Account
    
    Bank Sort
    
    Type of
    
    AccountHolder
    
    Currency
    
    Location
    
    Code (BLZ)
    
    Account
    
    Number
    
    Contact
    
    AddressNovelis
    
    EUR
    
    Commerzbank /
    
    10040000
    
    
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Berlin
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR
    
    Commerzbank /
    
    45840026
    
    
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Lüdenscheid
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR
    
    Commerzbank /
    
    45841031
    
    
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Plettenberg
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR
    
    Commerzbank /
    
    81040000
    
    
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Aschersleben
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,GermanyNovelis
    
    EUR
    
    Commerzbank /
    
    76040061
    
    Rentenkonto
    
    
    
    Frank Bauer
    
    Commerzbank AG,Deutschland
    
    
    
    Nürnberg
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,GmbH
    
    
    
    
    
    
    
    
    
    
    
    Email: frank-bauer@commerzbank.com
    
    10783 Berlin,Germany
  - 4 -




---



##### 



Type of
    
    AccountAccount Holder
    
    Currency
    
    Bank / Account Location
    
    Account
    
    Number
    
    Contact
    
    AddressNovelis Deutschland 
GmbH
    
    EUR
    
    Deutsche Bank / Amsterdam
    
    Sales office
    
    
    
    
    Ellen Vening
    
    Deutsche Bank AG,
Filiale Amsterdam ,
Herengracht
450-454, Amsterdam
1017 CA NetherlandsNovelis Deutschland 
GmbH
    
    EUR
    
    Deutsche Bank / Brussels
    
    Sales office
    
    
    
    
    Joseph Spinks
    
    Deutsche Bank AG,
Filiale Brüssel,
Avenue Marnixlaan
17, Brussels 1000,
BelgiumNovelis Deutschland 
GmbH
    
    EUR
    
    Deutsche Bank / Brussels
    
    operating a/c
    
    
    
    
    Joseph Spinks
    
    Deutsche Bank AG,
Filiale Brüssel,
Avenue Marnixlaan
17, Brussels 1000,
BelgiumNovelis 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, UkNovelis 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, UkNovelis Deutschland 
GmbH
    
    EUR
    
    Deutsche Bank / Madrid
    
    Sales office
    
    
    
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    EUR
    
    Deutsche Bank / Vienna
    
    Sales office
    
    
    
    
    Andrea Haslinger
    
    Deutsche Bank AG,
Filiale Wien,
Hohenstaufengasse
4, Vienna 1010,
Austria
  - 5 -




---



##### 



Type of
    
    AccountAccount Holder
    
    Currency
    
    Bank / Account Location
    
    Account
    
    Number
    
    Contact
    
    AddressNovelis Deutschland 
GmbH
    
    PLN
    
    Deutsche Bank / Warsaw
    
    Sales office
    
    
    
    Sebastian Kolodziej
    
    Deutsche Bank
Polska Spólka
Akcyjna , Focus,
Al. Armii Ludowej
26, Warsaw 00-609,
PolandNovelis Deutschland 
GmbH
    
    CHF
    
    Deutsche Bank / Zurich
    
    operating a/c
    
    
    
    
    Ian Moore
    
    Deutsche Bank AG,
Filiale Zürich,
Uraniastraße 9,
Zurich 8001,
SwitzerlandNovelis Deutschland 
GmbH
    
    EUR
    
    Sampo Bank / Helsinki
    
    Sales office
    
    
    
    
    Jyrki Saulo
    
    Sampo Bank, HelsinkiNovelis Deutschland 
GmbH
    
    EUR
    
    Commerzbank / Madrid
    
    Kundeneingang
    
    
    
    
    N/A
    
    Commerzbank AG,
Sucursal en Espana,
28046 Madrid, SpainNovelis Deutschland 
GmbH
    
    EUR
    
    Commerzbank / Madrid
    
    Market Center
    
    
    
    
    N/A
    
    Commerzbank AG,
Sucursal en Espana,
28046 Madrid, SpainNovelis Deutschland 
GmbH
    
    GBP
    
    Commerzbank / London
    
    Kundeneingang
    
    
    
    
    Emma Barnes
    
    Commerzbank AG, 60
Gracechurch Street,
London EC3V 0HR,
Great BritainNovelis Deutschland 
GmbH
    
    EUR
    
    Nordea Pamki Suomi Oyi /
Espoo
    
    Market Center
    
    
    
    
    N/A
    
    Nordea Bank Finland
Abp, Asemakuja 2,
02770 Espoo,
FinlandNovelis Deutschland 
GmbH
    
    DKK
    
    Den Danske Bank / Ishoj
    
    Market Center
    
    
    
    
    N/A
    
    Danske Bank,
Vestergade 12, 2635
Ishoj, Denmark
  - 6 -




---



##### 



Type of
    
    AccountAccount Holder
    
    Currency
    
    Bank / Account Location
    
    Account
    
    Number
    
    Contact
    
    AddressNovelis Deutschland 
GmbH
    
    EUR
    
    Fortis Bank / Brüssel
    
    Market Center
    
    
    
    
    N/A
    
    Fortis Bank,
Warandeberg 3, 1000
Brussels, BelgiumNovelis Deutschland 
GmbH
    
    EUR
    
    ABN AMRO Bank NV /
Dordrecht
    
    Market Center
    
    
    
    
    N/A
    
    ABN Amro,
Stationsweg 2,
Dordrecht,
NetherlandsNovelis Deutschland 
GmbH
    
    EUR
    
    Bank Austria
Creditanstalt / Wien
    
    Market Center
    
    
    
    N/A
    
    Bank Austria, 1220
Vienna, AustriaNovelis Deutschland 
GmbH
    
    HUF
    
    Commerzbank / Budapest
    
    Market Center
    
    
    
    N/A
    
    Commerzbank Zrt.
H-1054 Budapest,
HungaryNovelis Deutschland 
GmbH
    
    PLN
    
    BANK HANDLOWY W
WARSZAWIE SA / Sopot
    
    Market Center
    
    
    
    N/A
    
    Bank Handlowy, Wały
Piastowskie 1,
Gdansk, PolskaNovelis Deutschland 
GmbH
    
    EUR
    
    Commerzbank / Brüssel
    
    Konto Market Center
    
    
    
    
    N/A
    
    Commerzbank AG,
Boulevard Louis
Schmidt 29, 1040
Etterbeek, BelgiumNovelis Deutschland 
GmbH
    
    EUR
    
    Commerzbank / Amsterdam
    
    Konto Market Center
    
    
    
    
    N/A
    
    Commerzbank AG,
Strawinskylaan
2501, 1077 ZZ
Amsterdam,
Netherlands
  - 7 -




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##### 



Bank / Account
    
    Bank Sort
    
    Type of
    
    AccountAccount Holder
    
    Currency
    
    Location
    
    Code (BLZ)
    
    Account
    
    Number
    
    Contact
    
    AddressNovelis Deutschland 
GmbH
    
    EUR
CAD
CHF
GBP
USD
    
    Commerzbank / Berlin
    
    
    10040000
    
    
    
    
    
    
    
    
    Frank Bauer 
Tel.: +49-30-26534209
Email: frank-bauer@commerzbank.com
    
    Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
  - 8 -




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##### 



From:
    
    Novelis Deutschland
Hannoversche Straße 1
37075 Göttingen
GermanyTo:
    
    [Account Bank]Date:
    
    [ ]Re:
    
    Accounts Nos. [ ] (the Accounts)
 Account Pledge Agreement Collateral
Agent Secured Parties A copy of the Account Pledge Agreement is attached hereto.
 Bankgeheimnis
    - 9 -




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- 10 -




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From:
    
    [Account Bank]
(the Account Bank)To:
    
    Bank of America, N.A.as Collateral Agent1455 Market Street 

San Francisco, CA 94103, U.S.A.Fax:        
       + 1 415-503-5011
Attention:      Account OfficerCopy to:
    
    Novelis Deutschland GmbHHannoversche Straße 1
37075 Göttingen
Germany
  Acknowledgement of Receipt of Notification of Pledge according to Account Pledge Agreement dated
 (_)  Bank Account No. (_)
     - 11 -




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
  Please send such aforesaid notice directly to
  
  - 12 -




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Signatories




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##### 



EXECUTION COPY
 as Pledgor
  as Collateral Agent
  as Pledgees
 VERPFÄNDUNG VON BANKKONTEN




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##### 



TABLE OF CONTENTS
    
    PAGE1.   DEFINITIONS AND LANGUAGE
    
    
    22.   CREATION OF PLEDGES
    
    
    43.   SECURED OBLIGATIONS
    
    
    64.   DISPOSALS OVER ACCOUNTS
    
    
    65.   REALISATION OF THE PLEDGES
    
    
    66.   WAIVER OF PLEDGORS DEFENCES AND OF SUBROGATION RIGHTS
    
    
    87.   RELEASE OF THE PLEDGES
    
    
    98.   DURATION AND INDEPENDENCE
    
    
    99.   REPRESENTATIONS AND WARRANTIES
    
    
    1010.   UNDERTAKINGS OF THE PLEDGOR
    
    
    1111.   LIMITATION OF ENFORCEMENT
    
    
    1312.   ECONOMIC OWNERSHIP OF THE ACCOUNTS
    
    
    1413.   INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
    
    
    1414.   NOTICES
    
    
    1415.   WAIVER
    
    
    1516.   COUNTERPARTS
    
    
    1517.   GOVERNING LAW AND JURISDICTION
    
    
    1618.   LIABILITY AND INDEMNIFICATION
    
    
    1619.   AMENDMENTS
    
    
    1720.   ANNEXES, SCHEDULES
    
    
    1721.   SEVERABILITY
    
    
    17SCHEDULE 1 List of Lenders and other Secured Parties
    
    
    - 1 -SCHEDULE 2 PART I List of German Accounts
    
    
    - 2 -SCHEDULE 2 PART II List of Trust Accounts
    
    
    - 5 -SCHEDULE 3 Notice of Pledge
    
    
    - 6 -






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ACCOUNT PLEDGE AGREEMENT Agreement
 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 1455 Market Street, San Francisco, CA 94103,
U.S.A. (in its capacity as collateral agent under the Term Loan 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 Term Loan 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 Term Loan Credit
Agreement) among, inter alios, 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 and the Lenders party thereto, and
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, the Lenders thereunder
have agreed to extend to the Borrower credit in the form of initial term loans (the Initial
Term Loans), and, if so requested by the Borrower by written notice to the Administrative
Agent and provided the approached existing lender elects to provide the respective commitment,
in the form of incremental term loans effected by joinder agreements 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).(B)
    
    It is one of the conditions for granting the Term Loans that the Pledgor enters into this
Agreement.
 1




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(C)
    
    In connection with an ABL revolving loan agreement dated on or about the date hereof, (the
ABL Credit Agreement), the Pledgor has agreed to grant a first ranking pledge over its
Accounts (as defined below) as security for the obligations arising under or in connection
with the ABL Credit Agreement.(D)
    
    The Pledgor has agreed to grant a second ranking pledge over its respective German accounts
as security for the Pledgees respective claims against the Loan Parties under or in
connection with 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 Term Loan
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:
 Abstract Acknowledgment of Indebtedness Abstraktes Schuldanerkenntnis
 Account Banks Schedule 2 Account Bank
 Accounts
 German Accounts Spareinlagen Termineinlagen Tagesgeldeinlagen
 2




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Schedule 2 Part I German Account
 Future Pledgee Vertragsübernahme 1
 Lenders
 Pledgees Pledgee
 Pledges
 Secured Obligations
   
 1
    
    Question/comment from Skadden Chicago: Does this cover the obligees of bank product obligations
(or do we need an appointment letter)? Skadden Frankfurt to discuss with Skadden Chicago; there
seem to be no Bank Product Obligations under the Term Loan. 3




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Trust Accounts Schedule 2 Part II
 Trust Account Bank Schedule 2 Part II
 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.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 PLEDGES2.1
    
    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
 4




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##### 



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 Term Loan 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 passuwith the other Pledges created hereunder.2.6
    
    The Pledges created hereunder shall be subordinated to any pledges created over the Accounts
in connection with the ABL Credit Agreement, but 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.
 5




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##### 



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
  4.
    
    DISPOSALS OVER ACCOUNTS4.1
    
    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 Term
Loan 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
respective Account. The Collateral Agent shall notify the Pledgor accordingly.5.
    
    REALISATION OF THE PLEDGES5.1
    
    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
 6




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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
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; or5.4.5
    
    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.
 7




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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.6.
    
    WAIVER OF PLEDGORS DEFENCES AND OF SUBROGATION RIGHTS6.1
    
    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
 8




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compensation from any
Borrower, any Guarantor or any of its affiliates or to assign any of these claims.
 7.
    
    RELEASE OF THE PLEDGES7.1
    
    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 Term Loan 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 INDEPENDENCE8.1
    
    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
 9




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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 WARRANTIESThe 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;9.2
    
    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, except for security for the ABL
Credit Agreements and except to the extent permitted as a Permitted Lien (as defined in the
Term Loan Credit Agreement);9.5
    
    the Pledges granted to Pledgees will (upon effectiveness of this Agreement but subject to
receipt of the executed schedule confirmation by the Account Banks) will be subordinated only
to the pledges over the Accounts created in connection with the ABL Credit Agreement but will
rank ahead of any other 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 Term Loan Credit Agreement);
 10




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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; and9.7
    
    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 PLEDGORThe 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-visthe
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;10.3
    
    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
 11




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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.
Notwithstanding the foregoing, accounts pledged to customers or other third parties in a manner permitted by Section 6.02 of the
Term Loan 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 Term Loan 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 under, and under the conditions provided in the Term Loan 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 Term Loan
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




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##### 



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; and10.11
    
    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; and10.11.1.2
    
    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.
    
    LIMITATION OF ENFORCEMENT
 Kapitalrückzahlung Dividendenausschüttung
 13




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##### 



12.
    
    ECONOMIC OWNERSHIP OF THE ACCOUNTS
 Geldwäschegesetz wirtschaftlicher Berechtigter wirtschaftlicher Berechtigter
 13. INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
 Intercreditor Agreement
 14.
    
    NOTICES14.1
    
    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




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##### 



14.1.1
    
    If to the Pledgees and Collateral Agent:
 Address:
    
    Bank of America, N.A. 

1455 Market Street 

San Francisco, CA 94103, U.S.A.Attention: 
Fax:
    
    Account Officer
+ 1 415-503-5011
 14.1.2
    
    If to Pledgor:
 Address: 

Attention: 

Fax:
    
    Novelis AG
Sternenfeldstrasse 19, 8700 Küsnacht, Zurich, Switzerland
Management
+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.
    
    WAIVER15.1
    
    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.
    
    COUNTERPARTS16.1
    
    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
 15




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##### 



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 JURISDICTION17.1
    
    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 INDEMNIFICATION18.1
    
    Without extending the Collateral Agents liability as set forth in Section 11.03 of the Term
Loan 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.
 16




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##### 



19.
    
    AMENDMENTSAny 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, SCHEDULESAll Schedules to this Agreement shall form an integral part hereof.21.
    
    SEVERABILITY21.1
    
    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.
 17




---



##### 



1.
    
    Bank of America, N.A.
 PAGE |- 1 -




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##### 



Deutsche Bank Accounts
 Bank / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code (BLZ)
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis 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
 PAGE |- 2 -




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##### 



Commerzbank Accounts
 Bank / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code (BLZ)
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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
 PAGE |- 3 -




---



##### 



Bank / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code (BLZ)
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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
 PAGE |- 4 -




---



##### 



Bank / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code (BLZ)
    
    Account Number
    
    Contact
    
    AddressNovelis Germany GmbH
    
    EUR
CAD
CHF
GBP
USD
    
    Commerzbank Berlin
    
    10040000
    
    
    
    Frank Bauer
Tel.: +49-30-26534209
Email:
0 frank-bauer@commerzbank.com
    
    Commerzbank AG,
Potsdamer Str. 125,
10783 Berlin,
Germany
 PAGE |- 5 -




---



##### 



From:
    
    Novelis AG
Sternenfeldstrasse 19, 8700 Küsnacht, Zurich, SwitzerlandTo:
    
    [Account Bank]Date:
    
    [ ]Re:
    
    Accounts Nos. [ ] (the Accounts)
  Account Pledge
Agreement Collateral Agent Secured Parties A copy of the
Account Pledge Agreement is attached hereto.
 Bankgeheimnis
   PAGE |- 6 -




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PAGE |- 7 -




---



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From:
    
    [Account Bank]
(the Account Bank)To:
    
    Bank of America, N.A.as Collateral Agent1455 Market Street 

San Francisco, CA 94103, U.S.A 

Fax: + 1 415-503-5011

Attention: Account OfficerCopy to:
    
    Novelis AG
Sternenfeldstrasse 19, 8700 Küsnacht, Zurich, Switzerland
Switzerland
 Acknowledgement
of Receipt of Notification of Pledge according to Account Pledge Agreement dated (...)  Bank Account No. (...)
    
 PAGE |- 8 -




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##### 



Please send such aforesaid notice directly to
  
  PAGE |- 9 -




---



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Signatories




---



##### 



EXECUTION COPY
 as Pledgor
  as Collateral Agent
  as Pledgees
 
 VERPFÄNDUNG VON BANKKONTEN




---



##### 



TABLE OF CONTENTS
    
    PAGE1. DEFINITIONS AND LANGUAGE
    
    
    22. CREATION OF PLEDGES
    
    
    43. SECURED OBLIGATIONS
    
    
    54. DISPOSALS OVER ACCOUNT
    
    
    55. REALISATION OF THE PLEDGES
    
    
    66. WAIVER OF PLEDGORS DEFENCES AND OF SUBROGATION RIGHTS
    
    
    87. RELEASE OF THE PLEDGES
    
    
    88. DURATION AND INDEPENDENCE
    
    
    99. REPRESENTATIONS AND WARRANTIES
    
    
    910. UNDERTAKINGS OF THE PLEDGOR
    
    
    1011. LIMITATION OF ENFORCEMENT
    
    
    1312. ECONOMIC OWNERSHIP OF THE ACCOUNTS
    
    
    1313. INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
    
    
    1314. NOTICES
    
    
    1415. WAIVER
    
    
    1516. COUNTERPARTS
    
    
    1517. GOVERNING LAW AND JURISDICTION
    
    
    1518. LIABILITY AND INDEMNIFICATION
    
    
    1519. AMENDMENTS
    
    
    1620. ANNEXES, SCHEDULES
    
    
    1621. SEVERABILITY
    
    
    16SCHEDULE 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 -




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##### 



ACCOUNT PLEDGE AGREEMENT Agreement
 Among:
 (1)
    
    Novelis Switzerland SA, a stock corporation organized under the laws of Switzerland, having
its business address at Route des Laminoirs, 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 1455 Market Street, San Francisco, CA 94103,
U.S.A. in its capacity as collateral agent under the Term Loan 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 Term Loan
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 Term Loan Credit
Agreement) among, inter alios, 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 and the Lenders party thereto, and
BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent, the Lenders thereunder
have agreed to extend to the Borrower credit in the form of initial term loans (the Initial
Term Loans), and, if so requested by the Borrower by written notice to the Administrative
Agent and provided the approached existing lender elects to provide the respective commitment,
in the form of incremental term loans effected by joinder agreements 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 ourstanding (the Other Term Loans, and, together
with the Initial Term Loans and the Incremental Term Loans referred to as the Term Loans).(B)
    
    It is one of the conditions for granting the Term Loans that the Pledgor enters into this
Agreement.
  1




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(C)
    
    In connection with an ABL revolving loan agreement dated dated on or about the date hereof
(the ABL Credit Agreement), the Pledgor has agreed to grant a first ranking pledge over its
Accounts (as defined below) as security for the obligations arising under or in connection
with the ABL Credit Agreement.(D)
    
    The Pledgor has agreed to grant a second ranking pledge over its Accounts as security for the
Pledgees respective claims against the Loan Parties under or in connection with 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 Term Loan
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
 1.
    
    DEFINITIONS AND LANGUAGE1.1
    
    In this Agreement:
 Abstract Acknowledgement of Indebtedness Abstraktes Schuldanerkenntnis
 Account Banks Schedule 2 Account Bank
 Accounts Spareinlagen Termineinlagen Tagesgeldeinlagen Schedule 2 Account
 Future Pledgee Vertragsübernahme
  2




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##### 



Lenders
 Pledgees Pledgee
 Pledges
 Secured Obligations
  (II)
    
    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 Term Loan 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




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##### 



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 PLEDGES2.1
    
    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); and2.1.2
    
    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
  4




---



##### 



bedingter Anspruch) of such Future Pledgee arising under the Term Loan 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 passuwith the other Pledges created hereunder.2.6
    
    The Pledges created hereunder shall be subordinated to any pledges created over the Accounts
in connection with the ABL Credit Agreement, but 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
  4.
    
    DISPOSALS OVER ACCOUNT4.1
    
    In relation to the Account Banks, the Pledgor shall be authorized to dispose over (verfügen)
its Accounts in the ordinary course of business. This
  5




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##### 



authorization 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 Term Loan 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 PLEDGES5.1
    
    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
  6




---



##### 



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; or5.4.5
    
    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.
  7




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##### 



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.6.
    
    WAIVER OF PLEDGORS DEFENCES AND OF SUBROGATION RIGHTS6.1
    
    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 PLEDGES7.1
    
    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 Term Loan Credit Agreement, the Collateral
Agent is authorized to release such Pledge under this Agreement.
  8




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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 INDEPENDENCE8.1
    
    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
 sichert zu selbständiges Garantieversprechen
 9.1
    
    it is the unrestricted legal and economic owner of the Accounts;9.2
    
    it does not own any other accounts in the Federal Republic of Germany other than the
Accounts;
  9




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9.3
    
    the information provided in this Agreement relating to its Accounts is accurate and complete
in all material respects;9.4
    
    its Accounts are free from any liens, rights of retention (Zurückbehaltungsrechte), other
encumbrances and other third party rights (except for the lien as security for the ABL Credit
Agreements and except to the extent permitted as a Permitted Lien (as defined in the Term Loan
Credit Agreement);9.5
    
    the Pledges granted to the Pledgees will (upon effectiveness of this Agreement but subject to
receipt of the executed schedule confirmation by the Account Banks) be subordinated only to
the pledges over the Accounts created in connection with the ABL Credit Agreement but will
rank ahead of any other 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 Term Loan 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; and9.7
    
    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
  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 a confirmation vis-à-visthe Collateral Agent of the receipt of the notice;
  10




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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, and 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.
Notwithstanding the foregoing, accounts pledged to customers or other third parties in a
manner permitted by Section 6.02 of the Term Loan 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 for in the Term Loan Credit Agreement (including, for the avoidance of doubt, as
permitted in connection with any changes to the Cash Pooling Arrangements);
  11




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10.7
    
    not to transfer the Accounts to another bank or relocate the Accounts to another branch of
the relevant Account Bank unless such transfer does not affect the
Pledges and except as permitted under, and under the conditions provided in the Term Loan
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 Term Loan
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 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; and10.11
    
    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 require10.11.1
    
    for perfecting or protecting the security under this Agreement; and
  12




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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
 Kapitalrückzahlung Dividendenausschüttung
 12.
    
    ECONOMIC OWNERSHIP OF THE ACCOUNTS
 Geldwäschegesetz wirtschaftlicher Berechtigter
 13.
    
    INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
 Intercreditor Agreement
  13




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##### 



14.
    
    NOTICES14.1
    
    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.
1455 Market Street
San Francisco, CA 94103, U.S.A.Attention:
    
    Account OfficerFax:
    
    + 1 415-503-5011
 14.1.2
    
    If to Pledgor:
 Novelis Switzerland SAAddress:
    
    Route des Laminoirs, 3960 Sierre, SwitzerlandAttention:
    
    General ManagerFax:
    
    + 41.27.457-6525
 with a copy to:Novelis AGAddress:
    
    Sternenfeldstrasse 19
8700 Küsnacht, Zurich, SwitzerlandAttention:
    
    Legal CounselFax:
    
    + 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.
  14




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##### 



15.
    
    WAIVER15.1
    
    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.
    
    COUNTERPARTS16.1
    
    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 JURISDICTION17.1
    
    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 INDEMNIFICATION18.1
    
    Without extending the Collateral Agents liability as set forth in Section 11.03 of the Term
Loan Credit Agreement, neither of the Pledgees nor the Collateral Agent shall be liable for
any loss or damage suffered by the Pledgor except for
  15




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##### 



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
  20.
    
    ANNEXES, SCHEDULES
  21.
    
    SEVERABILITY21.1
    
    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
  16




---



##### 



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.
  17




---



##### 



1.
    
    Bank of America, N.A.
  - 1 -




---



##### 



Bank /Account Holder
    
    Currency
    
    AccountLocation
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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,
GermanyNovelis 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 -




---



##### 



From:
    
    Novelis Switzerland SA
Route des Laminoirs, 3960 Sierre, SwitzerlandTo:
    
    [Account Bank]
[Address]
[City]
GermanyDate:
    
    [ ]Re:
    
    Accounts Nos. [ ] (the Accounts)
  Account
Pledge Agreement Collateral Agent Secured Parties A copy of the Account Pledge Agreement is
attached hereto.
 Bankgeheimnis
    - 3 -




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- 4 -




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##### 



From:
    
    [Account Bank]
(the Account Bank)To:
    
    Bank of America, N.A.
as Collateral Agent
1455 Market Street
San Francisco, CA 94103, U.S.A.
Fax: + 1 415-503-5011
Attention: Account OfficerCopy to:
    
    Novelis Switzerland SA
Route des Laminoirs, 3960 Sierre, Switzerland
Fax: +41 27-457-6525
Attention: General Manager
 Acknowledgement of Receipt of Notification of Pledge according to Account Pledge Agreement dated December 17, 2010  Bank Account No. []
     - 5 -




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Please send such aforesaid notice directly to
 [Account Bank to insert notice details][Address]Fax: []
 
  - 6 -




---



##### 



Signatories




---



##### 



Execution Copy
 as Pledgors
  as Collateral Agent and Original Pledgee 1
  as Pledgees
 
 VERPFÄNDUNG VON BANKKONTEN




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##### 



TABLE OF CONTENTS
    
    PAGE1. DEFINITIONS AND LANGUAGE
    
    
    22. CREATION OF PLEDGES
    
    
    43. SECURED OBLIGATIONS
    
    
    64. DISPOSALS OVER ACCOUNTS
    
    
    65. REALISATION OF THE PLEDGES
    
    
    66. WAIVER OF PLEDGORS DEFENSES AND OF SUBROGATION RIGHTS
    
    
    87. RELEASE OF THE PLEDGES
    
    
    98. DURATION AND INDEPENDENCE
    
    
    99. REPRESENTATIONS AND WARRANTIES
    
    
    1010. UNDERTAKINGS OF THE PLEDGORs
    
    
    1111. ECONOMIC OWNERSHIP OF THE ACCOUNTS
    
    
    1312. INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
    
    
    1313. NOTICES
    
    
    1414. WAIVER
    
    
    1515. COUNTERPARTS
    
    
    1616. GOVERNING LAW AND JURISDICTION
    
    
    1617. LIABILITY AND INDEMNIFICATION
    
    
    1618. AMENDMENTS
    
    
    1719. ANNEXES, SCHEDULES
    
    
    1720. SEVERABILITY
    
    
    17SCHEDULE 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
    
    
    - 3 -SCHEDULE 2 PART III List of Bank Accounts of Pledgor 3
    
    
    - 4 -SCHEDULE 3 Notice of Pledge
    
    
    - 6 -SCHEDULE 4 Form of Acknowledgement
    
    
    - 8 -




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ACCOUNT PLEDGE AGREEMENT Agreement
 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);(5)
    
    Bank of America, N.A., a national banking organization organized under the laws of the United
States of America, having its business address at 1455 Market Street, San Francisco, CA 94103,
U.S.A. (in its capacity as Collateral Agent under the Term Loan 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 Term Loan
Credit Agreement (as defined below) (together with the Collateral Agent, the Original
Pledgees); and(4)
    
    the Future Pledgees, as defined herein.
  (A)
    
    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 Borrower), AV METALS INC., a corporation formed under the
Canada Business Corporations Act, the Subsidiary Guarantors and the Lenders party thereto, and
BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, the Lenders thereunder
have agreed to extend to the
 1




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##### 



Borrower credit in the form of initial term loans (the Initial Term Loans), and, if so
requested by the Borrower by written notice to the Administrative Agent and provided the
approached existing lender elects to provide the respective commitment, in the form of
incremental term loans effected by joinder agreements 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).(B)
    
    It is one of the conditions for granting the Term Loans that the Pledgors enter into this
Agreement.(C)
    
    In connection with an ABL revolving loan agreement dated on or about the date hereof, (the
ABL Credit Agreement), the Pledgors have agreed to grant a first ranking pledge over its
Accounts (as defined below) as security for the obligations arising under or in connection
with the ABL Credit Agreement.(D)
    
    The Pledgors have agreed to grant a second ranking pledge over its Accounts (as defined
below) as security for the Pledgees (as defined below) respective claims against the Loan
Parties under or in connection with the Term Loan Credit Agreement.(E)
    
    The Pledgors 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 Term Loan
Credit Agreement). In connection with the change of the cash management system of the Novelis
group the Pledgors intend to, inter alia, open new accounts with Deutsche Bank AG (Deutsche
Bank Accounts).
 NOW, IT IS AGREED
 1.
    
    DEFINITIONS AND LANGUAGE1.1
    
    In this Agreement:
 Abstract Acknowledgment of Indebtedness Abstraktes Schuldanerkenntnis
 2




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##### 



Account Banks Schedule 2 Account Bank
 Accounts Spareinlagen Termineinlagen Tagesgeldeinlagen Schedule 2 Account
 Future Pledgee Vertragsübernahme
 Lenders
 Pledgees Pledgee
 Pledges
 Secured Obligations
  3




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##### 



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.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 PLEDGES2.1
    
    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
 4




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##### 



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 Term Loan
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 passuwith the other Pledges created hereunder.2.6
    
    The Pledges created hereunder shall be subordinated to any pledges created over the Accounts
in connection with the ABL Credit Agreement, but 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
 5




---



##### 



novation or assumption (Vertragsübernahme)) of all or part of the Secured Obligations by
any Pledgee to a Future Pledgee.3.
    
    SECURED OBLIGATIONS
  4.
    
    DISPOSALS OVER ACCOUNTS4.1
    
    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 Term
Loan 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 relevant 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 PLEDGES5.1
    
    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
 6




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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 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
    
    any 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 any Pledgor, provided such application is not
unfounded; or5.4.5
    
    a preliminary insolvency administrator or an insolvency administrator or any similar kind of
receiver, liquidator or administrator has been appointed over the assets of any 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.
 7




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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 Pledgors, 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, each 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
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 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 DEFENSES AND OF SUBROGATION RIGHTS6.1
    
    The Pledgors hereby waive 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, no Pledgor
shall at any time before, on or after an enforcement of the Pledges and as a result of the
relevant 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.
 8




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##### 



7.
    
    RELEASE OF THE PLEDGES7.1
    
    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
relevant 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 of the pledges under the Term Loan 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 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 such 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 INDEPENDENCE8.1
    
    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.
 9




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##### 



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
 sichert zu selbständiges Garantieversprechen
 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
    
    except for any security for the ABL Credit Agreement or to the extent permitted as a
Permitted Lien (as defined in the Term Loan Credit Agreement), its respective Accounts are
free from any liens, rights of retention (Zurückbehaltungsrechte), other encumbrances and
other third party rights ;9.5
    
    the Pledges granted by it to the Pledgees will (upon effectiveness of this Agreement but
subject to receipt of the executed schedule confirmation by the Account Banks) be subordinated
only to the pledges over the Accounts created in connection with the ABL Credit Agreement but
will rank ahead of any other 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 Term Loan Credit Agreement);9.6
    
    the Pledges constituted by it 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; and9.7
    
    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
 10




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##### 



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
  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 a confirmation of receipt of notice vis-à-visthe 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;10.3
    
    upon the occurrence of an Event of Default which is continuing, the relevant 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;
 11




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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.
Notwithstanding the foregoing, accounts pledged to customers or other third parties in a
manner permitted by Section 6.02 of the Term Loan 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 Term Loan 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 pledged by it to another bank or relocate any of the
Accounts pledged by it to another branch of the relevant Account Bank unless such transfer
does not affect the Pledges and except as permitted under, and under the conditions provided
in the Term Loan 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 Term Loan
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, each 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 relevant Pledgor shall
provide the Collateral Agent with a copy of the attachment and/or transfer
 12




---



##### 



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 relevant 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; and10.11
    
    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
    
    for perfecting or protecting the security under this Agreement; and10.11.2
    
    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.
    
    ECONOMIC OWNERSHIP OF THE ACCOUNTS
 Geldwäschegesetz wirtschaftlicher Berechtigter
 12.
    
    INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
 Intercreditor
 13




---



##### 



Agreement
 13.
    
    NOTICES13.1
    
    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.1455 Market StreetSan Francisco, CA 94103, U.S.A.Attention: Account OfficerFax: + 1 415-503-5011
 13.1.2
    
    If to Pledgor 1:
 Address:
    
    Novelis Aluminium Holding Company25/28 North Wall Quay,Dublin 1, IrlandAttention:
    
    SecretaryFax:
    
    +3531 6492649
 13.1.3
    
    If to Pledgor 2:
 Address:
    
    Novelis Inc.Two Alliance Center, 3560 Lennox Road, Suite 2000Atlanta, GA 30326U.S.A.Attention:
    
    Randal P. Miller
 14




---



##### 



Fax:
    
    +1-404-760-0124
 13.1.4
    
    If to Pledgor 3:
 Address:
    
    Novelis Luxembourg S.A.Zone IndustrielleRiedgen L-3401 DudelangeLuxembourgAttention:
    
    Plant ManagerFax:
    
    +352518664210With a copy toNovelis AGSternenfeldstr. 19CH-8700 Küsnacht ZH+41 443862309Attention:
    
    Legal DepartmentFax:
    
    +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.
    
    WAIVER14.1
    
    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




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##### 



15.
    
    COUNTERPARTS15.1
    
    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 JURISDICTION16.1
    
    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 any Pledgor before any other court having
jurisdiction over such Pledgor or any of such Pledgors assets.17.
    
    LIABILITY AND INDEMNIFICATION17.1
    
    Without extending the Collateral Agents liability as set forth in Section 11.03 of the Term
Loan Credit Agreement, neither of the Pledgees nor the Collateral Agent shall be liable for
any loss or damage suffered by any 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.17.2
    
    Each 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
 16




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##### 



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
  19.
    
    ANNEXES, SCHEDULES
  20.
    
    SEVERABILITY20.1
    
    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, each 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.
 17




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##### 



1.
    
    Bank of America, N.A.
 - 1 -




---



##### 



Bank / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis
    
    EUR
    
    DB Hannover
    
    25070024
    
    Business account
    
    
    
    Achim Keiser
    
    Deutsche Bank AGAluminium
    
    
    
    
    
    
    
    
    
    
    
    
    
    Georgsplatz 20Holding
    
    
    
    
    
    
    
    
    
    
    
    
    
    30159 HannoverCompany
    
    
    
    
    
    
    
    
    
    
    
    
    
    GermanyNovelis
    
    EUR
    
    Commerzbank AG
    
    10040000
    
    
    
    
    
    Frank Bauer
    
    Commerzbank AG,Aluminium
    
    
    
    
    
    
    
    
    
    
    
    Tel.: +49-30-26534209
    
    Potsdamer Str. 125,Holding
    
    
    
    
    
    
    
    
    
    
    
    Email:
    
    10783 Berlin,Company
    
    
    
    
    
    
    
    
    
    
    
    frank-bauer@commerzbank.com
    
    Germany
 - 2 -




---



##### 



Bank / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis Inc.
    
    EUR
    
    DB Hannover
    

    25070024
    
    
    Business account
    
    

    
    
    Achim Keiser
    
    Deutsche Bank AG
Georgsplatz 20
30159 Hannover
Germany
 - 3 -




---



##### 



Commerzbank AG
 Bank / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis 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
GermanyNovelis 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
GermanyNovelis 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 / AccountAccount Holder
    
    Currency
    
    Location
    
    Bank Sort Code
    
    Type of Account
    
    Account Number
    
    Contact
    
    AddressNovelis Luxembourg SA
    
    EUR
    
    DB Hannover
    

    25070024
    
    
    Cash pool
    
    
    
    Achim Keiser
    
    Deutsche Bank AG
Georgsplatz 20
30159 Hannover
Germany
 - 5 -




---



##### 



From:
    
    Novelis Aluminium Holding Company
25/28 North Wall Quay
Dublin 1
IrelandTo:
    
    [Account Bank]Date:
    
    [ ]Re:
    
    Accounts Nos. [ ] (the Accounts)
 Account Pledge Agreement Collateral
Agent Secured Parties A copy of the Account Pledge Agreement is attached hereto.
 Bankgeheimnis
    - 6 -




---



##### 



- 7 -




---



##### 



From:
    
    [Account Bank](the Account Bank)To:
    
    Bank of America, N.A.as Collateral Agent1455 Market StreetSan Francisco, CA 94103, U.S.A.Fax: + 1 415-503-5011Attention: Account OfficerCopy to:
    
    Novelis Aluminium Holding Company25/28 North Wall QuayDublin 1Ireland
  Acknowledgement of Receipt of Notification of Pledge according to Account Pledge Agreement dated
(__)  Bank Account No. (__)
    - 8 -




---



##### 



Please send such aforesaid notice directly to
    - 9 -




---



##### 



Signatories




---



##### 



EXECUTION COPY
  as Transferor
   as Collateral Agent
 
 (Sicherungsübereignungs- und abtretungsvertrag betreffend
gewerbliche Schutzrechte)




---



##### 



TABLE OF CONTENTS
 Clause
    
    Page1. DEFINITIONS AND LANGUAGE
    
    
    22. ASSIGNMENT AND TRANSFER
    
    
    63. Use of the Collateral/License
    
    
    74. SECURITY PURPOSE
    
    
    85. LIST OF COLLATERAL
    
    
    86. BOOKKEEPING AND DATA PROCESSING
    
    
    87. RIGHT OF INSPECTION
    
    
    98. REGISTRATION OF THE COLLATERAL
    
    
    99. RIGHT OF REALIZATION
    
    
    1110. PRESERVATION OF TRANSFERORS NOMINAL SHARE CAPITAL
    
    
    1311. WAIVER OF ASSIGNORS DEFENSES AND OF SUBROGATION RIGHTS
    
    
    1512. RELEASE OF COLLATERAL
    
    
    1613. NEGATIVE UNDERTAKINGS
    
    
    1614. POSITIVE UNDERTAKINGS
    
    
    1715. REPRESENTATIONS AND WARRANTIES
    
    
    1916. FURTHER ASSURANCE
    
    
    2017. SUCCESSORS AND ASSIGNS
    
    
    2018. INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS
    
    
    2019. INDEMNITY
    
    
    2120. LIMITATION PERIOD
    
    
    2221. NOTICES AND THEIR LANGUAGE
    
    
    2222. PARTIAL INVALIDITY; WAIVER
    
    
    2323. AMENDMENTS
    
    
    2324. GOVERNING LAW AND PLACE OF JURISDICTION
    
    
    23SCHEDULE 1 Design Models
    
    
    - 1 -SCHEDULE 2 Licenses
    
    
    - 2 -SCHEDULE 3 Other IP Rights
    
    
    - 3 -SCHEDULE 4 Patents
    
    
    - 4 -SCHEDULE 4 Patents
    
    
    - 4 -SCHEDULE 5 Trademarks
    
    
    - 5 -SCHEDULE 6 Utility Models
    
    
    - 6 -SCHEDULE 7 Pending Proceedings
    
    
    - 7 -SCHEDULE 8 Übertragungserklärung / Declaration of Assignment
    
    
    - 8 -




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##### 



SECURITY TRANSFER AND ASSIGNMENT AGREEMENT RELATING TO INTELLECTUAL PROPERTY RIGHTS Agreement
 Between:
 (1)
    
    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 of Göttingen, Germany under HRB 772 (previously: Alcan Deutschland
GmbH), having its business address at Hannoversche Strasse 1, 37075 Göttingen, Germany (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 1455 Market Street, San Francisco, CA 94103,
U.S.A. (in its capacity as Collateral Agent under the Term Loan 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
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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 for granting the Loans that the Transferor enters into this
Agreement.(E)
    
    The Transferor has agreed to grant its intellectual property rights (as set forth below) as
security for the Secured Parties (as defined below) respective claims against the Loan
Parties (as defined below) under or in connection with the Credit Agreements.
 NOW IT IS AGREED
 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.Borrowers means collectively the ABL Borrowers and the Term Loan Borrower.Canadian Intellectual Property means Copyrights, Patents, Trademarks and Other IP Rights
established under the laws of Canada, including any province, territory or political
subdivision thereof.Collateral means the Design Models, Know-How, Patents, Trademarks, Utility Models, Other
IP Rights, the rights to use any Copyrights in all presently known ways and any and all
present and future rights arising under the Licenses.Copyrights (Urheberrechte)means all present and future copyrights in works protected by
copyright law, such as copyrights, use rights, exploitation rights, other proprietary rights
(verwandte Schutzrechte)including data base rights, and other
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economic rights (vermögensrechtliche Befugnisse)arising therefrom,currently held or to be
acquired by the Transferor, but only to the extent that aforesaid rights may be transferred,
assigned or pledged by the Transferor, as the case may be.Design Models (Geschmacksmuster)means all present and future design models (whether
registered or unregistered) currently held or to be acquired by the Transferor (including
without limitation those set out in Schedule 1 hereto).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 Agreement, as the context requires.Know-How means all presently existing or future inventions, know-how, trade secrets,
procedures, formulae and other intangible property which is not protected by any other
intellectual property rights, as well as title to physical embodiments of the aforementioned
including, without limitation, any written descriptions, discs, CD-ROMs, specimen, drawings
and plans relating to the Transferors business.Lenders shall mean the Lenders under the ABL Credit Agreement and/or the Lenders under the
Term Loan Credit Agreement, as the context requires.Licenses means all present and future licenses granted by the Transferor in relation to
any Copyright, Design Model, Know-how, Patent, Trademark, Utility Model, and/or Other IP
Right, including, without limitation, all pecuniary claims arising in connection with such
licenses (including, without limitation, licenses set out in Schedule 2 hereto).Lien shall mean the Lien as defined in the ABL Credit Agreement and/or 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/or the
Loan Parties as defined in the Term Loan Credit Agreement, as the context requires.Other IP Rights means rights in designations (Kennzeichenrechte)other than Trademarks,
domain names (Domainnamen)and any other intellectual property rights, other than the
Copyrights, Design Models, Know-how, Patents, Trademarks and Utility Models, currently held,
applied for or to be acquired by the Transferor (including without limitation those set out
in Schedule 3 hereto).Patents (Patente)means all present and future patents and patent applications currently
held or to be acquired by the Transferor (including without limitation those set out in
Schedule 4 hereto).
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Permitted Lien has the meaning given to such term in the ABL Credit Agreement or the Term
Loan Credit Agreement, as the context requires.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.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
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 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);
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(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, collectively, all Secured Parties as defined in the ABL Credit
Agreement and all Secured Parties as defined in the Term Loan Credit Agreement.Security Period means the period beginning on the date hereof and ending on the date upon
which the Collateral Agent is satisfied that (a) none of the Secured Parties is under any
commitment, obligation or liability (whether actual or contingent) pursuant to the Term Loan
Credit Agreement and/or the ABL Credit Agreement to make advances or provide other financial
accommodation to any of the Loan Parties and (b) all of the Secured Obligations have been
unconditionally, finally and irrevocably paid and discharged in full.Trademarks (Marken)means all present and future trademarks (whether registered or
unregistered) and trademark applications currently held or to be acquired by the Transferor
(including without limitation those set out in Schedule 5 hereto).United Kingdom Intellectual Property means Copyrights, Patents, Trademarks and Other IP
Rights established under the laws of the United Kingdom, including any state, territory or
political subdivision thereof.United States Intellectual Property means Copyrights, Patents, Trademarks and Other IP
Rights established under the laws of the United States, including any state, territory or
political subdivision thereof, including, with respect to Trademarks, the
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goodwill of the business connected with the use of and symbolized by such Trademarks.Utility Models (Gebrauchsmuster)means all present and future utility models and utility
model applications currently held or to be acquired by the Transferor (including without
limitation those set out in Schedule 6 hereto).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.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.
    
    ASSIGNMENT AND TRANSFER2.1
    
    The Transferor hereby assigns and transfers the Collateral to the Collateral Agent, together
with all present and future rights in relation to the Collateral.2.2
    
    The Collateral Agent who is acting as Collateral Agent for and on behalf of the Secured
Parties hereby accepts the assignment and transfer of the Collateral and of the present and
future rights relating thereto.2.3
    
    Title to present Collateral shall pass over to the Collateral Agent upon execution of this
Agreement and all future Collateral shall be assigned and transferred to the Collateral Agent
upon its creation.2.4
    
    To the extent that the Transferor currently holds or will hold in the future co-ownership
(Mitinhaberschaft) or a inchoate right to title (Anwartschaftsrecht) in any Collateral or
parts thereof, the Transferor hereby assigns and transfers such co-ownership or inchoate right
to title to the Collateral Agent.
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2.5
    
    Delivery of possession of physical evidence of the Collateral to the Collateral Agent is
hereby replaced by the agreement that the Transferor holds such physical evidence in
gratuitous custody (unentgeltliche Vewahrung) for the Collateral Agent (Besitzkonstitut). The
Transferor further assigns all present and future claims against third parties obtaining
actual possession of such physical evidence to the Collateral Agent who accepts such
assignment.2.6
    
    Notwithstanding anything else contained herein, it is hereby clarified that the security
assignment agreed hereunder shall be construed and interpreted to the effect that the
Collateral Agent is not granted an assignment of any Canadian Intellectual Property, United
States Intellectual Property, or United Kingdom Intellectual Property, but is pledged and
granted a lien on, and security interest in  or, in the case of the United Kingdom
Intellectual Property, a first fixed charge over   such Intellectual Property, in accordance
with the applicable local laws. The foregoing shall be without prejudice to the provisions
agreed hereunder, which shall apply to such pledge, lien, and security interest mutatis
mutandis.2.7
    
    The Collateral Agent and the Transferor recognize that on even date herewith they have
executed a Patent Security Agreement (German Grantor), (the US Patent Security Agreement)
and a Trademark Security Agreement (German Grantor) (the US Trademark Security Agreement)
which are governed by U.S. law. Any security interests granted to the Collateral Agent under
Section 2 of the US Patent Security Agreement and the US Trademark Security Agreement shall
remain unaffected by the terms of this Agreement. In all other respects, the terms of this
Agreement shall prevail over the US Patent Security Agreement and the US Trademark Security
Agreement in the event of contradictions.2.8
    
    The Collateral Agent and the Transferor shall enter into a security agreement governed by the
laws of England and Wales under which the Transferor will grant a fixed charge over United
Kingdom Intellectual Property.3.
    
    Use of the Collateral/License3.1
    
    Until the realization of the Collateral pursuant to Clause 9 (Right to Realization), the
Transferor shall be entitled to use the Collateral in the ordinary course of business and on
arms length terms. For this purpose, the Collateral Agent hereby grants to the Transferor an
exclusive license (which shall only be transferable and sublicensable with the prior written
consent of the Collateral Agent or as otherwise permitted by the Credit Agreements) to use the
Collateral which has been assigned to the Collateral Agent without any royalties being due
therefore. Such license shall be granted without any warranty or representation whatsoever
with respect to the existence, validity, merchantability of the respective rights and freedom
from third party rights to the Collateral. Subject to Clause 8 and to the extent applicable,
the Transferor shall be entitled to apply for the registration of any Collateral in its own
name.
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4.
    
    SECURITY PURPOSEThe 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 secured the Secured Obligations
as extended or increased from time to time.5.
    
    LIST OF COLLATERAL5.1
    
    At the date hereof, the Transferor shall at its own expense provide the Collateral Agent with
detailed lists of the Collateral, with the exception of Copyrights, such list to be attached
hereto as Schedules 1 through 6 (the Collateral List).5.2
    
    The Transferor shall at its own expense provide the Collateral Agent with an updated
Collateral List within fifteen (15) days after the end of each calendar half-year (showing the
status as of the end of the preceding calendar month), for the first time after the end of the
second quarter of 2011, or at shorter intervals at the reasonable request of the Collateral
Agent, which shall be substantially in the form of the Collateral List (Updated Collateral
List).5.3
    
    The Collateral List and any Updated Collateral List referred to in Clauses 5.1 and 5.2 are
for notification purposes only and if for any reason whatsoever the relevant Collateral
contemplated to be assigned and transferred hereunder is not, or is inaccurately contained in
the lists presented then the assignment and transfer of title in the Collateral shall not be
affected thereby in any way.5.4
    
    The Transferor may deliver any Updated Collateral Lists on a CD-Rom as a Microsoft Excel file
or any other readable and compatible electronic medium satisfactory by the Collateral Agent.6.
    
    BOOKKEEPING AND DATA PROCESSING6.1
    
    If any information or documents which are necessary to identify the Collateral have been
handed over by the Transferor to a third party for its bookkeeping, the Transferor hereby
assigns to the Collateral Agent, who accepts such assignment, its right to demand from such
third party the return of such information or documents. The Collateral Agent may only
exercise the right to demand referred to above upon becoming entitled, in accordance with
Clause 9 (Right of Realization) hereof, to enforce the security interest created hereunder and
at any time thereafter. Upon the Collateral Agent becoming entitled to exercise the right to
demand, the Transferor hereby undertakes to then instruct the third party to provide the
Collateral Agent upon the Collateral Agent demand with such information and documents which
are necessary to enforce the security created hereby.
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6.2
    
    If details concerning the Collateral or any part thereof have been stored in an electronic
data processing system or on a disk, then on the Collateral Agent becoming entitled, in
accordance with Clause 9 (Right of Realization) hereof, to enforce the security interest
created hereunder and at all times thereafter, the Transferor shall allow the Collateral Agent
access to such computer system or disk, including the peripheral equipment and all data
concerning the Collateral or the relevant part thereof to the extent necessary or expedient to
enforce the security interests created hereunder. In addition, software operators and other
required personnel shall be made available to the extent reasonably required and any
assistance required shall be provided to the Collateral Agent. If a third party handles the
electronic processing of data, the Transferor hereby assigns to the Collateral Agent, who
accepts such assignment, all rights against such third party relating to such access and
services. The Collateral Agent may only exercise the rights referred to above upon becoming
entitled, in accordance with Clause 9 (Right of Realization) hereof, to enforce the security
interest created hereunder and at any time thereafter. Upon the Collateral Agent becoming
entitled to exercise the rights vis-à-vis a third party as referred to above, the Transferor
hereby undertakes to then instruct such third party to handle the processing of data on behalf
of the Collateral Agent upon its request, provided that the Transferor shall be given access
to any data it requires in its ordinary course of business.7.
    
    RIGHT OF INSPECTION7.1
    
    The Transferor undertakes to provide the Collateral Agent promptly at its reasonable request
with all information and documents which are necessary for perfecting and/or enforcing the
security created hereby.7.2
    
    The Transferor permits the representative designated by the respective Administrative Agent
during the term of this Agreement and in reasonable intervals, to inspect upon reasonable
notice its records during normal business hours, or to have them inspected by a duly
authorized representative for the purpose of inspecting and checking any of the Collateral, in
accordance with the provisions in the Credit Agreement.8.
    
    REGISTRATION OF THE COLLATERAL8.1
    
    At the reasonable request of the Collateral Agent in order to protect its legitimate
interests, the Transferor shall execute and deliver to the Collateral Agent without undue
delay (however, not later than forty five (45) Business Days after such request) declarations
of consent which must be certified (notariell beglaubigte Übertragungserklärungen) or in
writing, each substantially in the form of Schedule 8 hereto, as required for the registration
of the assignment, pledge or lien  as the case may be in the respective jurisdiction  of
the material Collateral to the Collateral Agent in the US, the UK, Canada, Switzerland and
Germany, and IP registries covering the European Union , to the exclusion of any other
jurisdiction.
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8.2
    
    At the reasonable request of the Collateral Agent in order to protect its legitimate
interests (however, not later than forty five (45) Business Days after such request), and
subject to the proviso below, the Transferor shall execute, deliver, and submit to the
relevant government office(s) for filing or registration, and pay the requisite fee for such
filing or registration, all documents reasonably requested by the Collateral Agent and
necessary to validate or perfect the security interest of the Collateral Agent created
hereunder for the Secured Parties in any material Collateral that the Transferor owns in
Switzerland, Canada, the UK and the US, and IP registries covering the European Union ,to the
exclusion of any other jurisdiction. In particular:
 (i)
    
    with respect to Collateral established under U.S. law, other than abandoned
Collateral, the Transferor will (a) execute, deliver, and submit an agreement
substantially in the form of the US Patent Security Agreement or the US Trademark
Security Agreement, as applicable, for recording in the U.S. Patent and Trademark
Office and U.S. Copyright Office with respect to the United States Intellectual
Property which is the subject of an application or issued registration, (b) execute and
deliver and file Form UCC-1s in the applicable Secretary of States Office and (c)
record in the U.S. Patent and Trademark Office and U.S. Copyright Office, as
applicable, documentation necessary to bring title to such material Collateral current
into the name of the Transferor;(ii)
    
    with respect to United Kingdom Intellectual Property, within forty five (45)
Business Days of this Agreement, execute and deliver forms TM 24 in respect of the
Trademarks and forms P 21/77 in respect of the Patents and forms DF12 A in respect of
Designs in a form reasonably required by the Collateral Agent for recording at the UK
Intellectual Property Office the security interests over United Kingdom Intellectual
Property granted for the Collateral Agents benefit under this agreement or any
document executed pursuant to this agreement or the Credit Agreements, (b) provide to
the Collateral Agent any additional documentation necessary to record at the UK
Intellectual Property Office the security interests over United Kingdom Intellectual
Property granted for the Collateral Agents benefit under this agreement or any
document executed pursuant to this agreement or the Credit Agreements. The Collateral
Agent shall have the right to apply to the UK Intellectual Property Office to record
the creation of the security interests over United Kingdom Intellectual Property for
the Collateral Agents benefit;(iii)
    
    with respect to material Collateral established under Canadian law, the
Transferor will file any additional or cause to be filed registrations under the PPSA
required by the Collateral Agent in respect of the appropriate Security Documents;(iv)
    
    with respect to material Collateral established under Swiss law, the Transferor
will execute and deliver, or submit for registration at its sole cost and expense,
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such documents and instruments for recording the security granted to the Collateral
Agent hereunder;
 provided that, in each of the foregoing sub-clauses (iii) and (iv), the cost of recording
such documents and instruments, or of bringing the title to such material Collateral
current, is not unreasonable when compared to the value of the Collateral and its
materiality to the business of the Transferor.8.3
    
    Upon the occurrence of an Event of Default which is continuing, unremedied and unwaived, the
Collateral Agent shall be entitled to be registered in the public registers of all
jurisdictions other than set forth in sub-clause 8.2, subject to the specific requirements of
each jurisdiction, either as the owner of the Collateral (for example in Germany) or as the
pledgee of the Collateral, as the case may be. Insofar as additional declarations or actions
by the Transferor are necessary for the transfer of title or the establishment of a pledge in
the Collateral to the Collateral Agent, the Transferor shall, upon the Collateral Agents
request, make such declarations and undertake such actions at its own expense. The foregoing
is not intended to limit any rights that the Collateral Agent may have with respect to the
realization of any security granted hereunder in any jurisdiction upon the occurrence of an
Event of Default which is continuing, unremedied and unwaived.8.4
    
    Without limiting any of the Collateral Agents rights under Clause 9 (Right to Realization)
hereof, the Collateral Agent shall, in the event of its registration as owner of the
Collateral and to the extent reasonable, maintain the Collateral at the expense of the
Transferor and exercise the rights deriving from the Collateral at the expense of the
Transferor.9.
    
    RIGHT OF REALIZATIONAt any time after the occurrence of any Event of Default which is continuing, unremedied and
unwaived and any of the Secured Obligations have not been paid when due and payable:9.1
    
    The Collateral Agent shall be entitled to terminate the license granted pursuant to Clause 3
hereof with immediate effect and to enforce this Agreement and realize the Collateral, subject
to the limitations set forth in Clause 10 (Preservation of the Transferors Nominal Share
Capital).Following the termination of the license granted pursuant to Clause 3 hereof, the
Transferor agrees not to assert against the Collateral Agent, the Collateral Agents licensees
(if any) or acquirers of the Collateral or any other legal successor to the Collateral or
parts thereof, any rights which would limit or preclude a realization or use of the Collateral
or parts thereof. In particular, without limitation, the Transferor shall not assert any
rights out of its company name against the use of the Trademarks.
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9.2
    
    The Collateral Agent has the right to sell the Collateral or part thereof by way of private
sale (freier Verkauf)(or in respect of rights under Licenses also to notify the licensees of
the assignment or other rights granted hereunder and to collect any payment claims thereunder)
to the extent necessary to satisfy any outstanding Secured Obligations.9.3
    
    In the case of a realization of the Collateral, the Transferor shall promptly provide the
Collateral Agent with all documents of title and other documents relating to the Collateral
and shall render all assistance which is necessary in respect of such realization.9.4
    
    When realizing the Collateral, the Collateral Agent may take all measures and enter into all
agreements which it considers necessary or expedient in connection therewith, taking into
account legitimate interests of the Transferor. The Collateral Agent may request the
Transferor to sell the Collateral for and on behalf of the Collateral Agent or in strict
accordance with the Collateral Agents directions and the Transferor shall promptly comply
with such request or directions. Any proceeds derived by the Transferor of such sale shall be
delivered to the Collateral Agent without undue delay.9.5
    
    Solely with respect to the:
 9.5.1
    
    Canadian Intellectual Property, the Collateral Agent will have, in addition to
the foregoing rights and remedies that are applicable, the rights and remedies which
are to be provided for under any security agreement governed under the laws of Canada
entered into after the date hereof with respect to the Canadian Intellectual Property;
and9.5.2
    
    United States Intellectual Property, the Collateral Agent will have, in
addition to the foregoing rights and remedies that are applicable, the rights and
remedies which are provided for under Section 9.1 of the United States Security
Agreement, dated December 17, 2010 among, inter alios, Novelis, Inc., the Transferor as
one of the guarantors from time to time party thereto and the Collateral Agent..
 The foregoing sub-clauses 9.5.1 and 9.5.2 shall be subject to the condition that Clause 10
(Preservation of Transferors Nominal Share Capital) shall apply to any realization of the
United States Intellectual Property and the Canadian Intellectual Property.9.6
    
    The Collateral Agent will notify the Transferor in writing at least ten (10) Business Days
prior to the realization 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 Secured Parties. Such Realization Notice shall in particular not be
required if:
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9.6.1
    
    the Transferor ceases to make payments to third parties generally (within the
meaning of Section 17 (2), Sentence 2 of the German Insolvency Regulation,
Insolvenzordnung);9.6.2
    
    the Transferor 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);9.6.3
    
    the Transferor files an application for the institution of insolvency
proceedings or similar proceedings over its assets;9.6.4
    
    any third party files an application for the institution of insolvency
proceedings or similar proceedings over the assets of the Transferor, provided such
application is not unfounded; or9.6.5
    
    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 Transferor.
 10.
    
    PRESERVATION OF TRANSFERORS NOMINAL SHARE CAPITAL10.1
    
    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 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) 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:
 10.1.1
    
    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;10.1.2
    
    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
 13




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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;10.1.3
    
    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;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 Transferor (nicht betriebsnotwendig) shall be
accounted for with their market value; and10.1.5
    
    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 10.2.1 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 Transferor have confirmed in
writing to the Collateral Agent within ten (10) Business Days 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; or10.2.2
    
    if, within twenty (20) Business Days after an objection under Clause 10.2.1 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
above). The Auditors Determination shall be prepared in accordance with generally
accepted accounting principles applicable in Germany (Grundsätze
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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.
 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 Transferor 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 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 10.1 above at any subsequent point in
time. This Clause 10 shall apply again as of the time such additional enforcement is 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 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.10.5
    
    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 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.10.6
    
    The limitations provided for in Clause 10.1 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) reimbursement claim
(Ausgleichsanspruch).11.
    
    WAIVER OF ASSIGNORS DEFENSES AND OF SUBROGATION RIGHTS11.1
    
    The Transferor 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
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are (i) uncontested (unbestritten) or (ii) based on a binding non- appealable court decision
(rechtskräftig festgestellt).
 11.2
    
    If the security created hereunder is enforced, or if the Transferor has discharged any of the
Secured Obligations (or any part of them), no rights of the Secured Parties shall pass to the
Transferor by subrogation or otherwise. Further, the Transferor shall not at any time before,
on or after an enforcement of the security created hereunder and as a result of the Transferor
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 COLLATERAL12.1
    
    Upon the expiry of the Security Period, the Collateral Agent shall promptly at the cost and
expense of the Transferor retransfer the Collateral and all other rights and claims assigned
or transferred to it pursuant to this Agreement to the Transferor, and release any liens and
security interests granted to it by the Transferor pursuant to the Agreement, and any
supplementary security agreements, including those pertaining to United States Intellectual
Property and United Kingdom Intellectual Property and surrender the excess proceeds, if any,
resulting from any realization thereof. The Collateral Agent will, however, transfer any
Collateral to a third person if and to the extent so required by applicable mandatory law,
provided that the Collateral Agent will inform the Transferor of such transfer in advance. 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 Collateral under this Agreement.12.2
    
    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) 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.13.
    
    NEGATIVE UNDERTAKINGSAt all times during the Security Period, the Transferor undertakes vis-à-vis the Collateral
Agent and the Secured Parties:13.1
    
    not to dispose of, encumber, abandon, weaken the strength of (such as the good reputation of
a trademark) or allow the Collateral or parts thereof to lapse, including any lapse of rights
due to non-use or allow the forfeiture (Verwirkung)of any rights to the Patents, Utility
Models, Design Models or Trademarks with respect to third parties,
 16




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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 Agreement;13.2
    
    not to amend or to re-file specifications of the Collateral or parts thereof and not to grant
further licenses or other rights with respect to the Collateral 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 Agreement;13.3
    
    not to dispute the validity of the Collateral or of new applications for registration with
regard to the Collateral;13.4
    
    not to take or participate in any action which would impair the enforceability, legality or
validity of the security interest of the Collateral Agent created hereunder or the security
purpose as described in Clause 4 (Security Purpose) hereof; and13.5
    
    not to create or agree or attempt to create or permit to exist (in favor of any person other
than the Collateral Agent), any Lien over the whole or any part of the Collateral or agree to
do so, except as permitted under the Credit Agreement or under this Agreement.14.
    
    POSITIVE UNDERTAKINGSAt all times during the Security Period, the Transferor undertakes vis-à-visthe Collateral
Agent and the Secured Parties:14.1
    
    to inform the Collateral Agent immediately of any attachment and/or garnished claims
(Pfändung und/oder Überweisung von Forderungen)of which it becomes aware in respect of the
Collateral or any part thereof or any other measures which may materially impair or jeopardize
the Collateral Agents and/or Secured Parties rights relating thereto. In the event of an
attachment, the Transferor undertakes to forward to the Collateral Agent without undue delay a
copy of the record of attachment (Pfändungsprotokoll),the attachment order
(Pfändungsbeschluß),the garnishee order (Überweisungsbeschluß),as the case may be, and any
other documents which the Collateral Agent may reasonably request and that are necessary or
expedient for a defense against such attachment. The Transferor shall further be obliged to
inform as soon as possible the attaching creditors 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 Agreement. All costs and expenses
reasonably incurred for necessary countermeasures of the Collateral Agent shall be borne by
the Transferor;
 17




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14.2
    
    to promptly inform the Collateral Agent if it becomes aware that third parties infringe any
of the Collateral or parts thereof, dispute the validity of the Collateral or parts hereof or
allege that the Collateral or parts hereof violate the rights of third parties in a way which
materially impairs or jeopardizes or can reasonably be expected to materially impair or
jeopardize the Collateral Agents and/or the Secured Parties rights relating to the
Collateral and assert all claims and to litigate if, at the reasonable discretion of the
Transferor, 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 Transferor. All
compensation claims becoming due after the date hereof, become part of the Collateral. Upon
the occurrence of an Event of Default which is continuing, unremedied and unwaived the
Collateral Agent may take over any judicial or extra judicial proceedings upon reasonable
request and at the Transferors expense to the extent necessary to preserve legitimate
interests of the Collateral Agent;14.3
    
    to identify the assignment and transfer by way of security of the Collateral immediately in
its books and records in the exhibit (Anhang)to its Financial Statements and to refrain from
any acts or omissions which could prevent third parties who may have a legitimate interest in
obtaining knowledge of the assignment from obtaining knowledge thereof;14.4
    
    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 Collateral, as shall be consistent with commercially reasonable business judgment,
including payment of renewal fees, and have the Collateral registered if not registered so far
and to deliver to the Collateral Agent at its reasonable request copies of respective
documents evidencing such actions;14.5
    
    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 Collateral;14.6
    
    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 15 (Representations and
Warranties) hereof being untrue; and14.7
    
    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 hereof.
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15.
    
    REPRESENTATIONS AND WARRANTIESThe Transferor hereby represents and warrants to the Collateral Agent and the Secured
Parties by way of an independent guarantee (selbständiges Garantieversprechen)the
following:15.1
    
    The execution and performance hereof do not and will not (i) violate any provision of law or
the articles of association of the Transferor, any order of any court or governmental agency
to which it is bound, (ii) violate in any material way any provision of any agreement or other
instrument to which the Transferor 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 the Transferor, except for liens created hereby.15.2
    
    The obligations of the Transferor hereunder are legal, valid, binding and enforceable against
the Transferor in accordance with their terms (with respect to the right assigned pursuant to
Clause 6 (Bookkeeping and Data-Processing) hereof, subject to any qualifications in the legal
opinion to be rendered by the law firm of Noerr LLP in relation hereto, and subject to any
confidentiality agreements).15.3
    
    With the exception of the registration contemplated in Clause 8, 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.15.4
    
    Subject to the Licenses, if any, the Transferor has valid rights in and good title to the
relevant Collateral 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.15.5
    
    Any material claims of third parties (including employees of the Transferor as inventors)
with respect to the Collateral have been satisfied by the Transferor at its expense.15.6
    
    To the Transferors best knowledge, the lists attached to this Agreement as Schedule
1 through Schedule 6 on the date of this Agreement include any and all material
Collateral existing on such date, with the exception of Copyrights.15.7
    
    The Collateral is owned by the Transferor free and clear of any Liens, except for Permitted
Liens, charges or other encumbrances in favor of third parties and has not been transferred
nor assigned to third parties (except as permitted under the Credit Agreement).
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15.8
    
    The Collateral is at the date hereof not subject to any infringement, opposition, nullity or
cancellation proceedings before any registration authority or court in any jurisdiction, and
at the date hereof the Transferor has no reason to believe and is not aware of any
circumstances pursuant to which any such challenge might be anticipated other than those
proceedings set out in Schedule 7 hereto.15.9
    
    Except for Permitted Liens, the security interest created hereby constitutes a valid, first
priority security interest in the Collateral enforceable against the Transferor and third
parties.15.10
    
    Neither the Transferor nor any of its German subsidiaries is in a state of insolvency
(Zahlungsunfähigkeit)or over-indebtedness (Überschuldung)pursuant to the German Insolvency
Code (Insolvenzordnung)or the German Limited Liability Companies Act (Gesetz betreffend die
Gesellschaften mit beschränkter Haftung),or in a state of imminent insolvency (drohende
Zahlungsunfähigkeit)pursuant to the German Insolvency Code.15.11
    
    The Transferor 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.16.
    
    FURTHER ASSURANCEThe Transferor shall at its own expense do all such things as the Collateral Agent may
reasonably require to perfect or protect the security intended to be created hereby or any
part thereof, or to facilitate the realization of the Collateral or any part thereof; or to
facilitate the exercise by the Collateral Agent of any of the rights, powers, authorities
and discretions vested in it. The Transferor hereby authorizes the Collateral Agent to take
any such action on behalf of the Transferor upon the occurrence of an Event of Default which
is continuing, unremedied and unwaived.17.
    
    SUCCESSORS AND ASSIGNS17.1
    
    The Transferor shall not assign or delegate any of its rights and duties hereunder.17.2
    
    All covenants, promises and agreements of the Transferor hereunder shall inure to the benefit
of the Collateral Agent, the Secured Parties and their successors and assigns.18.
    
    INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS18.1
    
    The Collateral Agent is acting hereunder in its capacity as Collateral Agent for the
Secured Parties as defined in the Term Loan Credit Agreement 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.
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18.2
    
    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 remaspects 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.19.
    
    INDEMNITY19.1
    
    Without extending the liability of the Collateral Agent or of the Secured Parties under the
Loan Documents, neither the Collateral Agent nor the Secured Parties shall be liable for any
loss or damage suffered by the Transferor 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 or the Secured Parties.19.2
    
    The Transferor shall indemnify the Collateral Agent and the Secured Parties and keep the
Collateral Agent and the Secured Parties indemnified against any and all damages, losses,
actions, claims, expenses, demands and liabilities which may be incurred by or made against
the Collateral Agent or the Secured Parties for anything done or omitted by the Collateral
Agent or the Secured Parties in the exercise or purported exercise of the powers contained
herein and occasioned by any breach of the Transferor 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 or
the Secured Parties as a result of the gross negligence or willful misconduct of the
Collateral Agent or, as the case may be, the Secured Parties.
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20.
    
    LIMITATION PERIODThe Collateral Agent and the Transferor hereby agree that the obligations set out in this
Agreement shall become time barred after 20 years. With respect to the commencement,
suspension (Hemmung),interruption (Unterbrechung)and expiry of the limitation period, the
mandatory provisions of German law shall apply.21.
    
    NOTICES AND THEIR LANGUAGE21.1
    
    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:
 21.2
    
    If to the Transferor:
 Novelis Deutschland GmbHHannoversche Straße 137075 GöttingenGermanyFax:
    
    + 49.551.304-4902Attention:
    
    Management (Geschäftsführung)
 21.3
    
    If to the Collateral Agent:
 Bank of America, N.A.1455 Market StreetSan Francisco, CA 94103, U.S.A.Attention:
    
    Account OfficerFax:
    
    + 1 415-503-5011
  Skadden, Arps, Slate, Meagher & Flom LLP155 North Wacker Drive, Suite 2700Chicago, IL 60606, USAAttention:
    
    Seth E. JacobsonFax:
    
    +1.312.407-8511Phone:
    
    +1.312.407-0889
 22




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or to such other address as the recipient may notify or may have notified in writing.21.4
    
    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.22.
    
    PARTIAL INVALIDITY; WAIVER22.1
    
    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, 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.22.2
    
    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
thereunder 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 right or remedies provided by law. Every right, power or remedy is specially
waived by the Collateral Agent by and instrument in writing.23.
    
    AMENDMENTSAny amendments, changes or variations to this Agreement may be made only with the agreement
of the Transferor and the Collateral Agent in writing. For the avoidance of doubt, this
applies also to this Clause 21.24.
    
    GOVERNING LAW AND PLACE OF JURISDICTION24.1
    
    This Agreement is governed by, and shall be construed in accordance with, the laws of the
Federal Republic of Germany.24.2
    
    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
 23




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am Main, Federal Republic of Germany. The Collateral Agent shall, however, also be entitled
to take legal action against the Transferor before any other competent court of law having
jurisdiction over the Transferor or any of its assets.
 24




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Übertragungserklärung
    
    Declaration of AssignmentDie unterzeichnete Gesellschaft, Novelis Deutschland GmbH,
eine deutsche Gesellschaft mit beschränkter Haftung,
eingetragen im Handelsregister des Amtsgerichts Göttingen
unter HRB 772, (die Gesellschaft)
    
    The undersigned company, Novelis
Deutschland GmbH, a German limited
liability company registered with the
commercial register of the local court of
Göttingen under HRB 772, (the ,,Company)überträgt [verpfändet] hiermit sämtliche
    
    hereby assigns and transfers [pledges] the[Patente/ Geschmacksmuster/ Marken/ Gebrauchsmuster],
    
    [Patents/ Design Models/ Trademarks/Utility
Models],gemäß der beigefügten Anlage(die Schutzrechte)
    
    as listed in the schedules hereto, (the
IP Rights)an
    
    to
 Bank of America, N.A.
  
  
  - 8 -




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Notarielle Beglaubigung der Unterschrift(en) und notarielle
Bescheinigung der Zeichnungsberechtigung des/der
Unterzeichnenden ist erforderlich.
    
    Legalization by notary public of the
signature/s and notarial attestation of
the signatures authority to sign in the
name of the Company required.
 - 9 -




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SIGNATORIES




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Execution Copy
 as Chargor
  as Collateral Agent
 
 VERTRAG
IN BEZUG AUF GRUNDSTÜCKE




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TABLE OF CONTENTS
    
    PAGE1.
    
    DEFINITIONS AND LANGUAGE
    
    
    22.
    
    NEGATIVE AND POSITIVE UNDERTAKINGS
    
    
    53.
    
    SECURITY PURPOSE AGREEMENT
    
    
    84.
    
    FURTHER UNDERTAKINGS
    
    
    145.
    
    RIGHT TO INFORMATION AND INSPECTION
    
    
    156.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    157.
    
    INSURANCE OF THE REAL ESTATE
    
    
    178.
    
    INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS
    
    
    179.
    
    LIMITATION PERIOD
    
    
    1810.
    
    NOTICES AND THEIR LANGUAGE
    
    
    1811.
    
    PARTIAL INVALIDITY; WAIVER
    
    
    1912.
    
    AMENDMENTS
    
    
    2013.
    
    GOVERNING LAW AND PLACE OF JURISDICTION
    
    
    2014.
    
    COSTS AND EXPENSES
    
    
    20SCHEDULE 1
Real Estate
    
    
    - 1 -SCHEDULE 2
Land Charges
    
    
    - 4 -SCHEDULE 3
Pending Registrations of Land Charges in favor of Chargor
(Eigentümergrundschuld)
    
    
    - 8 -
 2




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AGREEMENT RELATING TO REAL PROPERTY Vertrag in Bezug auf Grundstücke Agreement
 BETWEEN
 (1)
    
    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 of Göttingen, Germany under HRB 772, having its business address
at Hannoversche Straße, 37075 Göttingen, Germany, (the Chargor); 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 1455 Market Street, San Francisco, CA 94103,
U.S.A. (in its capacity as Collateral Agent under the Term Loan 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
 1




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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).
 (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 Chargor has agreed in connection with the entry into the Credit Agreements to undertake
not to sell or encumber its real property, to transfer existing encumbrances upon request and
to take certain other actions.(E)
    
    The Chargor is the owner or holder of the real estate or the hereditary building rights, as
the case may be, listed on Schedule 1 (the Real Estate). The land charges listed on Schedule
2 that exist on the real estate have been transferred to the Chargor and are thus held by the
Chargor as owner land charges (Eigentümergrundschulden).
 NOW, IT IS AGREED
 1.
    
    DEFINITIONS AND LANGUAGE
 1.1
    
    In this Agreement:
 ABL Borrowers
 Abstract Acknowledgments of Indebtedness Abstraktes Schuldanerkenntnis und
Garantie
 2




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Abstraktes
Schuldanerkenntnis und Garantie Abstract Acknowledgement of Indebtedness
 Declaration of Consent
 Event of Default
 Land Charges Eigentümergrundschulden
 Lenders
 Lien
 Loan Documents
 Loan Parties
 Notarial Land Charge Assignment Declaration
 3




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(Abtretungserklärung)
 Permitted Lien
 Receivables Purchase Agreement inter alia
 Secured
Obligations
 Loan Parties Insolvency Proceeding Letter of Credit Reimbursement Obligations Extraordinary Expenses Loan Documents Secured Bank
 4




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Product Obligations
 Loan Parties Hedging Agreement Secured Party Secured
Hedge Provider
  Secured Parties
 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.
 2.
    
    NEGATIVE AND POSITIVE UNDERTAKINGS2.1
    
    Negative Undertakings
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2.1.1
    
    The Chargor undertakes, except for Permitted Liens under each and all of the
Credit Agreements, not to sell or transfer the Real Estate or any parts thereof to any
third party without the prior written consent of the Collateral Agent. The prohibition of
the sale and transfer of any parts of the Real Estate extends to any and all transactions
that have the effect of transferring title to any of the Real Estate to another entity,
including by demergers, spin-offs or other corporate transactions.2.1.2
    
    The Chargor undertakes, except for Permitted Liens under each and all of the
Credit Agreements, not to encumber any parts of the Real Estate and not to agree to or
have subsist any encumbrances (other than encumbrances existing on the date hereof) on
any or all of the Real Estate without the prior written consent of the Collateral Agent.2.1.3
    
    In order to secure the undertakings of the Chargor set forth in Clauses 2.1.1 and
2.1.2, the Chargor shall upon request of the Collateral Agent, procure that easements are
entered in the land registers of the Real Estate providing that title to the Real Estate
may not be transferred and no encumbrances established on any piece of Real Estate
without the approval of the Collateral Agent. The Collateral Agent may issue such
requests at any time without the need to have any conditions met. The requests may be
made with respect to all or parts of the Real Estate and also refer to either the
transfer of title or the establishment of encumbrances or both of these undertakings. Any
such easements shall rank prior to all Land Charges.
 2.2
    
    Transfer of Land Charges
 2.2.1
    
    The Chargor will take all actions necessary and desirable, and make all claims
against third parties that might exist in this regard to ensure that the Chargor is fully
registered as the holder of the Land Charges in the respective registers.2.2.2
    
    The Chargor undertakes, except for Permitted Liens, not to assign any of the Land
Charges to a third party, not to agree with any third party on such an assignment and to
take all other actions that are necessary to ensure that the Land Charges continue to
exist as land charges held by the owner of the real property. This includes that the
Chargor shall not apply for a cancellation of any of the Land Charges in the land
register.
 6




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2.2.3
    
    Upon request of the Collateral Agent that may be issued at any time without the
need of any conditions being met, the Chargor shall transfer to the Collateral Agent the
Land Charges together with all rights under the submission to immediate foreclosure
(Unterwerfung unter die sofortige Zwangsvollstreckung). The request may be made with
respect to all individual of the Land Charges and, if in part, several requests may be
made.2.2.4
    
    Upon receipt of a request, the Chargor will deliver to the Collateral Agent the
relevant certificates of the Land Charges, to the extent issued, alternatively, the
Chargor shall provide evidence satisfactory to the Collateral Agent of having commenced
judicial call procedures (Aufgebotsverfahren) in relation to the respective certificates
not being delivered, and effect the entry of the Collateral Agent in the land register as
holder of the Land Charges and take all actions that are necessary to ensure that the
Collateral Agent is the full holder of the Land Charges with the ability to enforce them
when the conditions for enforcement are met.2.2.5
    
    As part of the transfer, assignment or creation referenced in Clause 2.2.3 above
and Clause 2.2.8 below the Chargor will submit to the Collateral Agent a certified copy
of (x) the Notarial Land Charge Assignment Declaration or the notarized land charge
creation deed referred to in Clause 2.2.8 below, and (y) the notarized Declaration of
Consent, within 5 (five) Business Days of the execution of the Notarial Land Charge
Assignment Declaration or the execution of the land charge creation deed referred to in
Clause 2.2.8 below the Chargor will submit to the Collateral Agent evidence that the
Declaration of Consent has been filed with the relevant land registers in the required
form and that there are no other prior filings pending.2.2.6
    
    Upon the same time referenced to in Clause 2.2.5 the Chargor undertakes to inform
the Collateral Agent on a continuing basis of the progress of any judicial call
procedures (Aufgebotsverfahren)referred to in Clause 2.2.4 above.2.2.7
    
    The legal relationship between the Collateral Agent and the Chargor as to Land
Charges that have been transferred to the Collateral Agent shall be subject to the
security purpose agreement set forth in Clause 3 below, in addition to any other
agreements and arrangements that might exist among the Parties.
 7




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2.2.8
    
    Upon request of the Collateral Agent that may be issued at any time without the
need of any conditions being met, the Chargor shall by a notarial land charge creation
deed and entry in the land register create Land Charges over the Real Estate or other
real property owned by the Chargor after the date hereof, in favour and to the benefit of
the Collateral Agent and in amounts determined by the Collateral Agent, and declare a
submission under immediate foreclosure (Unterwerfung unter die sofortige
Zwangsvollstreckung) pursuant to Section 800 of the German Civil Procedure Code in regard
to such Land Charges. The request may be made with respect to all part or individual of
the Real Estate or the real property owned by the Chargor in the future and, if in part,
several requests may be made.
 3.
    
    SECURITY PURPOSE AGREEMENT
 3.1
    
    Purpose Agreement
  3.2
    
    Security Purpose
 3.2.1
    
    The Land Charges plus interest and additional benefits (Nebenleistungen)and the
assignment of claims for restitution (Abtretung der Rückgewährungsansprüche)pursuant to
Clause 3.3 (the Assignment of Restitution Claims) and any related personal assumption
of liability (persönliche Haftungsübernahme)(together the Security Interests and each
being a Security Interest) shall secure the prompt and punctual payment in full of the
Secured Obligations.3.2.2
    
    The Security Interests shall also secure any future extension of the Secured
Obligations and the Chargor herewith explicitly consents to any such extension.
 3.3
    
    Assignment of Claims for Restitution
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3.3.1
    
    If, at the time of the transfer, assignment or creation of the Land Charges to or
for the benefit of the Collateral Agent, there are other land charges or mortgages
(Grundschulden, Hypotheken)on the Real Estate, ranking prior or equal to the relevant
Land Charges, the Chargor hereby assigns to the Collateral Agent as of such time all
present and future claims it has to reassignment of such prior and equal ranking land
charges or mortgages, including any part thereof, together with interest and ancillary
rights, the right to be issued with a declaration of consent (Löschungsbewilligung),a
declaration of waiver (Verzichtserklärung)and/or a declaration of non-valuation
(Nicht-Valutierungserklärung)as well as all claims to payment of any excess proceeds
(Übererlöse)in the event such land charge is realised. If the right to the reassignment
of the prior and equal ranking land charges has already been assigned to another person,
the right to the reassignment of these rights is hereby assigned.3.3.2
    
    If any present or future return claim (Rückgewähranspruch)of a prior or equal
ranking mortgage has been assigned to a third party, the Chargor hereby assigns as of the
time referenced in Clause 3.3.1 the claim of reassignment to the Collateral Agent.3.3.3
    
    The Chargor shall notify the Collateral Agent without undue delay after claims
specified in Clauses 3.3.1 and 3.3.2 have arisen and the Collateral Agent shall in such
case be entitled to notify the debtors of the rights assigned under Clauses 3.3.1 and
3.3.2 above.3.3.4
    
    In relation to certificated land charges and mortgages (Briefgrundschulden,
Hypotheken),the present or future right to be provided with the certificate and the
right to present such certificate at the land registry in order to create part
certificates (Teilgrundschuldbriefe)shall also be assigned to the Collateral Agent
together with the Assignment of Restitution Claims.3.3.5
    
    Upon request of the Collateral Agent, the Chargor shall make all declarations
which are necessary in order to enforce the claims that have been assigned pursuant to
Clauses 3.3.1, 3.3.2 and 3.3.4 above. The Collateral Agent shall be entitled to obtain
information from the beneficiaries of the prior ranking and equal ranking Land Charges
with respect to the claims that such beneficiaries have secured against these Land
Charges.
 9




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3.4
    
    Realizations of Land Charges
 3.4.1
    
    Upon the occurrence of any Event of Default which is continuing, unwaived and
unremedied, the Collateral Agent as mortgagee shall be entitled to realize the Land
Charges and the other Security Interests transferred to or created for the benefit of the
Collateral Agent by way of foreclosure (Zwangsversteigerung)or any other manner the
Collateral Agent determines in its free discretion for and on behalf of the Secured
Parties. The Collateral Agent shall also be entitled to realize the Land Charges by way
of a private sale (freier Verkauf).
 3.4.2
    
    The Collateral Agent as mortgagee shall be entitled to file an application for
sequestration (Zwangsverwaltung)under the same circumstances.
 3.4.3
    
    The Collateral Agent will notify the Chargor seven (7) Business Days prior to the
commencement of any enforcement measures (Zwangsvollstreckungsmaßnahmen)(the
Realization Notice).The same shall apply in the event of a private sale of the Land
Charges as referred to in Clause 3.4.1. However, such notification shall not be necessary
if the Chargor has ceased to make payments (Zahlungseinstellung)or a motion for
commencement of insolvency proceedings has been filed in respect of the Chargor.
 3.5
    
    Preservation of the Chargor  ́s Nominal Share Capital
 3.5.1
    
    Subject to Clause 3.5.2 through Clause 3.5.6 below, the Collateral Agent shall not
enforce the Security Interests to the extent (i) the Security Interests secure
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 Interests 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, §§ 242, 264 HGB) of the Chargor to an amount that is insufficient to
maintain its
 10




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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:
 (a)
    
    The amount of any increase of the Chargor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 Chargor;(b)
    
    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;(c)
    
    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;(d)
    
    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(e)
    
    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 Clause 3.5.2.(a) below and absent the demand a positive going
concern prognosis (positive Fortbestehensprognose) cannot be established.
 3.5.2
    
    The limitations set out in Clause 3.5.1 only apply:
 (a)
    
    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 a Realization Notice or the commencement of enforcement
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under this Agreement the value of the Security Interests 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
 (b)
    
    if, within twenty (20) Business Days after an objection under Clause 3.5.2(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 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 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 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.
 3.5.3
    
    In any event, the Collateral Agent, for and on behalf of the Secured Parties,
shall be entitled to enforce the Security Interests up to those amounts that are
undisputed between them and the Chargor or determined in accordance with Clause 3.5.1 and
Clause 3.5.2 In respect of the exceeding amounts, the Collateral Agent shall be entitled
to further pursue the Secured Parties 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 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 Security Interests that are not enforced by
operation of Clause 3.5.1 above at any subsequent point in time. This Clause 3.5 shall
apply again as of the time such additional enforcement is made.
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3.5.4
    
    Clause 3.5.1 shall not apply as to the amount of Loans borrowed and passed on
(whether by way of shareholder loan or equity contribution) to the 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.3.5.5
    
    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 3.5.1 shall no longer apply. Should any such guarantees
become subject to legal restrictions that are less stringent than the limitations set
forth in Clause 3.5.1 above, such less stringent limitations shall apply. Otherwise,
Clause 3.5.1 shall remain unaffected by changes in applicable law.3.5.6
    
    The limitations provided for in Clause 3.5.1 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).
 3.6
    
    Further Assurances
  3.7
    
    Release of the Land Charges
  13




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(Löschungsbewilligung)
 4.
    
    FURTHER UNDERTAKINGS
  4.1
    
    to promptly inform the Collateral Agent of the introduction of any enforcement measures
(Einleitung von Zwangsvollstreckungsmaßnahmen)or of any attachments (Pfändung) of which it
becomes aware in respect of the Real Estate or any part thereof or any other measures which
may materially impair or jeopardize the Collateral Agents rights relating thereto. In the
event of an attachment, the Chargor undertakes to forward to the Collateral Agent immediately
a copy of the minutes of attachment (Pfändungsprotokoll)and all other documents which are
reasonably requested by the Collateral Agent and which are necessary for a defense against
such attachment. In addition, the Chargor shall inform the attaching creditor without undue
delay of the existence and effect of this Agreement and of the Collateral Agents rights to
the Real Estate;4.2
    
    to maintain at all times the buildings and all items in relation to its Real Estate covered
by the Land Charges to the extent that they are material in a state adequate for their use by
the Chargor, taking into account fair wear and tear (gewöhnliche Abnutzung); and4.3
    
    in case of any existing or future building insurances (Gebäudeversicherungen)entered into by
the Chargor in relation to any buildings on the Real Estate, to notify the relevant insurer on
behalf of the Collateral Agent of the Land Charges at the time of their transfer, assignment
or creation.
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5.
    
    RIGHT TO INFORMATION AND INSPECTION
  6.
    
    REPRESENTATIONS AND WARRANTIES
 (selbständiges Garantieversprechen)
 6.1
    
    All information provided by the Chargor to the Collateral Agent in connection with the
preparation and execution of this Agreement regarding the Land Charges and/or the Real Estate,
in particular the extracts from the land register and the hereditary building right register
and the Real Estate  ́s current state and use, is true and complete and does to the best
knowledge of the Chargor not omit any information which, if disclosed, would make that
information untrue or misleading.6.2
    
    All present Land Charges as set forth in Schedule 2 have been unconditionally, irrevocably
and effectively re-transferred and re-assigned by each relevant chargee entered in the land
register to the Chargor. In case of certified land charges all land charge certificates have
been handed over to the Chargor and are in his possession.6.3
    
    Except for the pending registration of the land charge in favor of the Chargor
(Eigentümergrundschuld) with respect to certain real property (as set forth in Schedule 3
hereto), which has been filed but not yet registered in the respective land registers, the
Chargor has not filed, nor is aware that any third party has filed for any entry in the land
register which is not reflected in the extracts from the land
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register and/or hereditary building rights register provided to the Collateral Agent as of
the date of this Agreement.
 6.4
    
    The execution and performance hereof do not and will not (i) violate any provision of law or
the articles of association of the Chargor, 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 Chargor is bound, (iii) be in a 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 the Chargor, except for liens created by the Land Charges or as
permitted under each and all of the Credit Agreements.6.5
    
    The Obligations of the Chargor hereunder are legal, valid, binding and enforceable against
the Chargor in accordance with their terms (subject to any qualification rendered in any legal
opinion in relation thereto).6.6
    
    No consents, licenses, approvals or authorizations of, registrations with (except for the
registration of the Land Charges with the relevant land register) or declarations to any
governmental authority are required in connection with the execution and performance of the
transfer, assignment and creation of the Land Charges in accordance with Clauses 2.2.3 and
2.2.8 above.6.7
    
    The Chargor holds proper legal title in the Real Estate. The Chargor has and will have full
power and authority (corporate and otherwise) to grant or transfer to the Collateral Agent the
Security Interests and to execute and perform its obligations in accordance with the terms
hereof, without the consent or approval of any other person.6.8
    
    The Chargor has not disposed and will not dispose of any of the land charge certificates
relating to the Land Charges not being submitted at the time of their transfer, assignment and
creation according to Clause 2.2.3 and Clause 2.2.8.6.9
    
    The Land Charges constitute a valid security interest in the Real Estate and will after their
transfer, assignment or creation to or for the benefit of the Collateral Agent be enforceable
against the Chargor.
 16




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6.10
    
    The Chargor is not in a state of insolvency (Zahlungsunfähigkeit)or over-indebtedness
(Überschuldung)pursuant to the German Insolvency Code (Insolvenzordnung)or the German
Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter
Haftung),or in a state of imminent insolvency (drohende Zahlungsunfähigkeit)pursuant to the
German Insolvency Code. The Chargor is not subject to any composition or insolvency
proceedings.6.11
    
    The Chargor 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.7.
    
    INSURANCE OF THE REAL ESTATE
  8.
    
    INTERCREDITOR AGREEMENT AND CREDIT AGREEMENTS
 8.1
    
    The Collateral Agent is acting hereunder in its capacity as Collateral Agent for the
Secured Parties as defined in the Term Loan Credit Agreement 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.
 8.2
    
    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
 17




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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 remaspects 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.
 9.
    
    LIMITATION PERIOD
 (Hemmung), (Unterbrechung)
 10.
    
    NOTICES AND THEIR LANGUAGE10.1
    
    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 any of the Chargor:
    
    Novelis Deutschland GmbHHannoversche Straße 1
37075 Göttingen
Germany
Fax:            +49 551 604 430
Attention: Management (Geschäftsführung)If to the Collateral Agent:
    
    Bank of America, N.A.
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1455 Market Street
San Francisco, CA 94103, U.S.A.
Attn: Account Officer
Fax:   + 1 415-503-5011
  10.2
    
    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.11.
    
    PARTIAL INVALIDITY; WAIVER11.1
    
    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, 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.11.2
    
    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
thereunder 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 right or remedies provided by law. Every right, power or remedy is specially
waived by the Collateral Agent by and instrument in writing.
 19




---



##### 



12.
    
    AMENDMENTS
  13.
    
    GOVERNING LAW AND PLACE OF JURISDICTION
 13.1
    
    This Agreement is governed by, and shall be construed in accordance with, the laws of the
Federal Republic of Germany.13.2
    
    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 the Assignor before any other competent court of law having jurisdiction over
the Assignor or any of its assets.14.
    
    COSTS AND EXPENSES
  20




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##### 



Entity of
    
    
    
    Owned or
    
    Landlord/Owner if
    
    Description ofRecord
    
    Location Adress
    
    Leased
    
    Leased
    
    Lease DocumentsNovelis Deutschland 
GmbH
    
    Hannoversche
Strasse 1
37075 Göttingen
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    Liebrechtstraße
37075 Göttingen
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    Gustav Becker 
Str. 3
06484 Quedlinburg
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    Adelheidstr. 5

06484 Quedlinburg
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    Gaterslebener
Strasse 1
06469 Nachterstedt
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    Wiesenstrasse 24-30
58507 
Luedenscheid
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    An der Gersbeuler

Str. 

58507 Luedenscheid
Germany
    
    Owned
    
    N/A
    
    N/A
 - 1 -




---



##### 



Entity of
    
    
    
    Owned or
    
    Landlord/Owner if
    
    Description ofRecord
    
    Location Adress
    
    Leased
    
    Leased
    
    Lease DocumentsNovelis Deutschland 
GmbH
    
    Obertinsberger Str. 

37
58507 Luedenscheid
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    Altenaer Str. 38

58507 
Luedenscheid 

Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Tinsberg
58507 
Luedenscheid
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Lennestr. 84-92

58840 Plettenberg 

Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Auf der Karfte
58840 Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Auf der Werde
58840 
Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Ackerland Unterste
Streppen
58840 
Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Weg, Ohle
58840 Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Am Eisenwerk 28-30
58840 Ohle,
Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/A
 - 2 -




---



##### 



Entity of
    
    
    
    Owned or
    
    Landlord/Owner if
    
    Description ofRecord
    
    Location Adress
    
    Leased
    
    Leased
    
    Lease DocumentsNovelis Deutschland 
GmbH
    
    Am Obergraben
58840 Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/ANovelis Deutschland 
GmbH
    
    Vorm Friedhahn
58840 Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Am Friedhahn
58840 Plettenberg
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Breitenbachstraße
32A, 33
13509 Berlin
Germany
    
    Owned
    
    N/A
    
    N/A
Novelis Deutschland 
GmbH
    
    Holzhauser Strasse
96-100
13509 Berlin
Germany
    
    Leased
    
    Land Berlin
    
    December 12, 1982
-June 30, 
2032
 - 3 -




---



##### 



Real Estate
    
    Address
    
    Land Charge1.
    
    Local Court
GöttingenDistrict
Weende
Folio No. 2366
    
    company grounds atHannoversche Straße 1-25,Hannoversche Straße 37-41,Liebrechtstraße
in Weende
    
    1.)   10 Certificated Land Charges
(Abt. III, No. 13  22),(i)    Land Charges
Abt. III No. 13-18 of equal rank
to each other,(ii)   Land Charges
Abt. III No. 19-22 of equal rank
to each other and(iii) each a Joint
Land Charge together with
Hereditary Building Rights Nr. 1
and 2 below),a)   to the benefit of
Citicorp North America Inc.b)   each in the
amount of EUR 2,556,459.412.)   Uncertificated Joint Land
Charge(Abt. III, No. 23)
together with Real Estate Nr.
2-11a)   to the benefit of
Citicorp North America Inc.,b)   in the amount of
EUR 500,000,0002.
    
    Local Court
Plettenberg
District OhleFolio
No. 407A
    
    in Ohle:a)   structure area and
undeveloped area at Lennestraßeb)   farmland at Unterste
Streppen
    
    Uncertificated Joint Land Charge
(Abt. III, No. 1) together with
Real Estate Nr. 1 and 3-11a)   to the benefit of
Citicorp North America Inc.,b)   in the amount of
EUR 500,000,000
 - 4 -




---



##### 



Real Estate
    
    Address
    
    Land Charge3.
    
    Local Court
Plettenberg
District OhleFolio
No. 814
    
    in Ohle:a)   structure area and undeveloped area
at Lennestraße 84, 86-92 pathway areafarmland at Auf der
Karfted)   structure area and
undeveloped area at Unterste Karftegrassland at Auf de Werdef)   structure area,
undeveloped area and water space at Am
Eisenwerk 28, 30, 30Ag)   public street area at
Lennestraßeh)   public street area and
water space at Am Obergrabeni)   railway property at Am
Friedhahn and at Vorm Friedhahn
    
    Uncertificated Joint Land Charge
(Abt. III, No. 1) together with
Real Estate Nr. 1, 2 and 4-11a)   to the benefit of Citicorp
North America Inc.,b)   in the amount of EUR
500,000,0004.
    
    Local Court
Quedlinburg
District
Quedlinburg Folio
No. 2635
    
    structure area and undeveloped area at
Adelheidstraße 5 in Quedlinburg
    
    Uncertificated Joint Land Charge
(Abt. III, No. 3) together with
Real Estate Nr. 1-3 and 5-11a)   to the benefit of
Novelis Deutschland GmbH,b)   in the amount of
EUR 500,000,000
 - 5 -




---



##### 



Real Estate
    
    Address
    
    Land Charge5.
    
    Local Court
Aschersleben
District
GaterslebenFolio
No. 1219
    
    structure area, undeveloped area and
farmland in Gatersleben
    
    Uncertificated Joint Land Charge
(Abt. 111, No. 1) together with
Real Estate Nr. 1-5 and 7-11a)   to the benefit of
Citicorp North America Inc.,b)   in the amount of
EUR 500,000,0006.
    
    Local Court
Aschersleben
District
NachterstedtFolio
No. 960
    
    structure area and undeveloped area at
Gaterslebener Straße in Nachterstedt
    
    Uncertificated Joint Land Charge
(Abt. III, No. 1) together with
Real Estate Nr. 1-6 and 8-11a)   to the benefit of
Citicorp North America Inc.,b)   in the amount of
EUR 500,000,0007.
    
    Local Court
Aschersleben
District
Aschersleben
Folio No. 6997
    
    structure area, undeveloped area and
living area at Über der Eine 33B in
Aschersleben
    
    Uncertificated Joint Land Charge
(Abt. III, No. 1) together with
Real Estate Nr. 1-7 and 9-11a)   to the benefit of
Citicorp North America Inc.,b)   in the amount of
EUR 500,000,0008.
    
    Local Court
Lüdenscheid
District
Lüdenscheid- Stadt
Folio No. 361
    
    in Lüdenscheid-Stadt
a)   company grounds at
Wiesenstraße 24, 27, 30 and Kampstraße
b)   pathway area at An der
Garsbeuler Straßec)   structure area at
Obertinsberger Straße 37d)   public street area at
Wiesenstraße
    
    Uncertificated Joint Land Charge
(Abt. III, No. 11) together with
Real Estate Nr. 1-8 and 10, 11a)   to the benefit of
Citicorp North America Inc.,b)   in the amount of
EUR 500,000,000
 - 6 -




---



##### 



Real Estate
    
    Address
    
    Land Charge9.
    
    Local Court
Lüdenscheid
District
Lüdenscheid- Stadt
Folio No. 14240
    
    in Lüdenscheid-Stadta)   structure area and
undevel- oped area at Altenaer Straße
38, 38A, 38Bb)   public street area at An
der Obertinsberger StraßeFarmland at Tinsbergd)   public street area at
Wiesenstraße
    
    Uncertificated Joint Land Charge
(Abt. III, No. 1) together with
Real Estate Nr. 1-9 and 11a)   to the benefit of
Citicorp North America Inc.,b)   in the amount of
EUR 500,000,00010.
    
    Local Court
Hohenschönhausen
(Berlin)
District Wittenau
Folio No. 4784
    
    in Wittenau (Berlin)a)   structure area and
undeveloped area at Breitenbachstraße
32A, 33b)   structure area and
undeveloped area between
Breitenbachstraße and Miraustraße
    
    Uncertificated Joint Land Charge
(Abt. III, No. 1) together with
Real Estate Nr. 1-10a)   to the benefit of
Novelis Deutschland GmbH.,b)   in the amount of
EUR 500,000,000
 - 7 -




---



##### 



Eigentümergrundschuld
  Land Register
    
    Local Court
    
    Folio
    
    Cadastral Section
    
    Parcel(Grundbuch)
    
    (Amtsgericht)
    
    (Blatt)
    
    (Flur)
    
    (Flurstück)Weende
    
    Göttingen
    
    
    2366,
    
    
    
    10
    
    
    126/25, 126/48Weende
    
    Göttingen
    
    
    2366
    
    
    
    11
    
    
    43/1, 26/1, 43/4,
17/2, 26/3, 17/5,
15/2, 15/4, 14/7,
14/10, 22/6, 22/3,
14/11, 43/6, 17/6Ohle
    
    Plettenberg
    
    
    407 A
    
    
    
    11
    
    
    7, 170Ohle
    
    Plettenberg
    
    
    814,
    
    
    
    7
    
    
    88, 473Ohle
    
    Plettenberg
    
    
    
    
    
    
    11
    
    
    170, 105, 104, 77,
78, 79, 87, 111, 101,
103, 115,120, 124,
126, 127, 128, 129,
130, 163, 192, 191,
193, 190, 196, 197,
195, 202, 204, 205,
206, 208, 212, 214,
222, 217, 227, 228,
226, 174, 210, 218,
113, 11, 238, 237,
236, 239, 242, 240,
244, 250Aschersleben
    
    Gatersleben
    
    
    1219
    
    
    
    6
    
    
    45/72Aschersleben
    
    Nachterstedt
    
    
    960
    
    
    
    2
    
    
    16/4, 16/12Aschersleben
    
    Aschersleben
    
    
    6997
    
    
    
    34
    
    
    11/120Lüdenscheid
    
    Lüdenscheid-Stadt
    
    
    361
    
    
    
    46
    
    
    141, 142, 156, 169,
148, 147Lüdenscheid
    
    Lüdenscheid-Stadt
    
    
    361
    
    
    
    47
    
    
    27, 34, 35, 52, 22, 84Lüdenscheid
    
    Lüdenscheid-Stadt
    
    
    361
    
    
    
    67
    
    
    413, 416Lüdenscheid
    
    Lüdenscheid-Stadt
    
    
    14240
    
    
    
    47
    
    
    14, 20, 47/9, 51, 82
 - 8 -




---



##### 



Signatories




---



##### 



Execution Copy
 as Debtors
 and
 as Collateral Agent
 Abstraktes Schuldanerkenntnis
und Garantie




---



##### 



TABLE OF CONTENTS
    
    Page1. DEFINITIONS AND LANGUAGE
    
    22. ABSTRACT ACKNOWLEDGEMENT OF INDEBTEDNESS
    
    33. GUARANTEE
    
    34. LIMITATION AS TO THE OBLIGATION OF THE GERMAN DEBTOR
    
    55. SECURITY PURPOSE
    
    86. ASSIGNMENT AND TRANSFER
    
    87. WAIVERS
    
    98. SUCCESSORS AND ASSIGNS
    
    99. CONTRACT FOR BENEFIT OF THIRD PARTIES
    
    910. SUBORDINATION
    
    911. INTERCREDITOR AGREEMENT AND TERM LOAN CREDIT AGREEMENT
    
    1012. TAX
    
    1013. INDEMNITY
    
    1114. LIMITATION PERIOD
    
    1115. NOTICES AND THEIR LANGUAGE
    
    1116. PARTIAL INVALIDITY; WAIVER
    
    1217. AMENDMENTS
    
    1318. GOVERNING LAW AND PLACE OF JURISDICTION
    
    1319. COSTS AND EXPENSES
    
    13




---



##### 



THIS ABSTRACT ACKNOWLEDGEMENT OF INDEBTEDNESS AND GUARANTEE Agreement
 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 1455 Market Street, San Francisco, CA 94103,
U.S.A. (in its capacity as collateral agent under the Term Loan Credit Agreement (as defined
below), the Collateral Agent).
 WHEREAS
 (A)
    
    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 Borrower), AV METALS INC., a corporation formed under the
Canada Business Corporations Act, the Subsidiary Guarantors and the lenders party thereto, and
BANK OF AMERICA, N.A., as administrative agent (in such capacity, Administrative Agent) and
as Collateral Agent, the lenders thereunder have agreed to extend to the Borrower credit in
the form of initial term loans (the Initial Term Loans), and, if so requested by the
Borrower by written notice to the Administrative Agent and provided the approached existing
lender elects to provide the respective commitment, in the form of incremental term loans
effected by joinder agreements to the 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).
 (B)
    
    In order to induce the Lenders to make extensions of credit to the Borrower under the Term
Loan Credit Agreement, the Debtors have agreed to issue an
 - 1 -




---



##### 



abstract acknowledgement of debt to further secure the obligations of the Borrower to the
Secured Parties under the Loan Documents.
 NOW IT IS HEREBY AGREED
 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 Term Loan Credit Agreement.
 1.3
    
    The following terms, as used herein, shall have the following meanings:
 Debtors shall mean collectively the Irish Debtor and the German Debtor, each being a
Debtor.
 Lenders shall mean the Lenders under the Term Loan Credit Agreement.
 Loan Documents shall mean the Loan Documents as defined in the Term Loan Credit
Agreement and Loan Document shall mean any of them.
 Loan Parties shall comprise the Loan Parties as defined in the Term Loan Credit
Agreement.
 Receivables Purchase Agreement shall mean the agreement (as amended from time to time)
between Novelis Deutschland GmbH and Novelis AG pursuant to which certain receivables owned
or to be created by the Pledgor under certain of its supply contracts have been sold and
assigned to Novelis AG by way of a true sale.
 Secured Obligations shall mean (a) obligations of the 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
 - 2 -




---



##### 



whether allowed or allowable in such proceeding), of the 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 Borrower and the other Loan Parties under
each Hedging Agreement entered into with any counterparty that is a Secured Party under the
Secured Hedge Provider.
 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 Term Loan Credit
Agreement, each party that becomes a
 - 3 -




---



##### 



lender thereunder in the future by way of assignment, novation or accession to the Term
Loan 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 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 Term Loan 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 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 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, 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; and4.1.5
    
    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 -




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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 -




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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 Term Loan Credit Agreement, any other Loan Document (by way of
transfer, assignment or novation) or any
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transfer or assignment to the terms as contemplated under the respective provisions in the
Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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 and the Collateral
Agent under the Term Loan Credit Agreement, the other Loan Documents and this Agreement
 - 9 -




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(Rangrücktritt von Konzernforderungen) and, after an Event of Default as defined under the
Term Loan 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 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 TERM LOAN 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 Term Loan 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 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 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 Term Loan Credit Agreement, including Section 11.19 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 Term
Loan Credit Agreement are hereby incorporated, mutatis mutandis,
 - 10 -




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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.
 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 Companyc/o Novelis Deutschland GmbHHannoversche Strasse 137075 GöttingenGermanyAttention: ManagementFax: +49.551.304 4902
 - 11 -




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If to the German Debtor:
    
    Novelis Deutschland GmbHHannoversche Strasse 137075 GöttingenGermanyAttention: Management (Geschäftsführung)Fax: +49.551.304 4902If to the Collateral Agent:
    
    Bank of America, N.A.1455 Market StreetSan Francisco, CA 94103, U.S.A.Attention: Account OfficerFax:       + 1 415-503-5011
 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
 - 12 -




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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.
 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.
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Signatories




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Attachment 1
  as Pledgor
  as Collateral Agent
  as Pledgees
 
 Geschäftsanteilsverpfändung




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TABLE OF CONTENTS
 Clause
    
    Page1. DEFINITIONS AND LANGUAGE
    
    22. PLEDGED SHARES
    
    83. PLEDGE
    
    84. SCOPE OF THE PLEDGES
    
    95. PURPOSE OF THE PLEDGES
    
    106. EXERCISE OF SHAREHOLDER RIGHTS
    
    107. ENFORCEMENT OF THE PLEDGES
    
    108. REPRESENTATIONS AND WARRANTIES
    
    129. UNDERTAKINGS OF THE PLEDGOR
    
    1410. INDEMNITY
    
    1511. DURATION AND INDEPENDENCE
    
    1512. RELEASE (PFANDFREIGABE)
    
    1613. PARTIAL INVALIDITY, WAIVER
    
    1614. AMENDMENTS
    
    1715. NOTICES AND THEIR LANGUAGE
    
    1716. APPLICABLE LAW, JURISDICTION
    
    18SCHEDULE 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
    
    - 4 -




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SHARE PLEDGE AGREEMENT Agreement
 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
Companies Registration Office with registration number 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 1455 Market Street, San Francisco, CA 94103,
U.S.A. in its capacity as collateral agent under the Term Loan 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 Term Loan
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 Term Loan Credit
Agreement) among, inter alios, 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 (Holdings), the subsidiary guarantors and the lenders party
thereto, and BANK OF AMERICA, N.A., as administrative agent (the Administrative Agent) and
as Collateral Agent, the lenders thereunder have agreed to extend to the Borrower credit in
the form of initial term loans (the Initial Term Loans), and, if so requested by the
Borrower by written notice to the Administrative Agent and provided the approached existing
lender elects to provide the respective commitment, in the form of incremental term loans
effected by joinder agreements (the Increase Joinders) 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).(B)
    
    It is one of the conditions for making the Term Loans that the Pledgor enters into this
Agreement.
 1




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(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 Term Loan 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 Term Loan Credit Agreement (the Abstract
Acknowledgement of Indebtedness).(E)
    
    Furthermore, in connection with a revolving credit facility agreement dated on or about
December 17, 2010 (the ABL Credit Agreement), the Pledgor has agreed to grant a second
ranking pledge over its shares in the Company as security for the obligations arising under or
in connection with the ABL Credit Agreement.
 NOW, IT IS AGREED
 1.
    
    DEFINITIONS AND LANGUAGE1.1.
    
    In this Agreement:Agents shall mean the Administrative Agent and the Collateral Agent and Agent shall mean
any of them.Arrangers shall mean Merrill Lynch, Pierce, Fenner and Smith Incorporated and J.P. Morgan
Securities LLC and Arranger shall mean any of them.Bookrunner shall mean Merrill Lynch, Pierce, Fenner, Smith Incorporated, J.P. Morgan
Securities LLC, Citigroup Global Markets Inc., RBS Securities Inc. and UBS Securities LLC.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 making of a loan by a Lender under the
Term Loan 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.
 2




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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.Fee Letter shall mean that certain fee letter among the Borrower, the Arrangers and the
Bookrunners, dated on or about the date hereof, setting forth certain fees payable in
connection with the Term Loan Credit Agreement, as the same may be amended, amended and
restated, supplemented, revised or modified from time to time.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 Term Loan 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
 3




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purposes of hedging a
the Holdings, the Borrowers or any Restricted Subsidiaries exposure to interest or
exchange rates, loan credit exchanges, security or currency valuations or commodity prices,
in each case not for speculative purposes.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 ABL Credit Agreement and the
collateral agent under the ABL Credit Agreement, and such other persons as may become party
thereto from time to time pursuant to the terms of the Term Loan Credit Agreement, setting
forth certain rights and obligations 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.Lenders shall mean the lenders listed on Schedule 1 hereto and the financial institutions
or lenders that are a party to the Term Loan Credit Agreement, or that have become a party
to the Term Loan Credit Agreement after the date hereof, other than any such financial
institution or lender that has ceased to be a party to the Term Loan Credit Agreement
pursuant to an assignment of its obligations to an existing or a new lender.Loan Documents shall mean the Term Loan Credit Agreement, this Agreement, the
Intercreditor Agreement, the Contribution, Intercompany, Contracting and Offset Agreement,
the Notes (if any), the Security Documents, each guarantee executed by a Foreign Subsidiary,
the Fee Letter, each Hedging Agreement entered into with any Secured Hedge Provider, 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 Term Loan Credit
Agreement.Loan Parties shall mean Holdings, the Borrower, 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 Deutschland GmbH, Novelis do Brasil
Ltda., Novelis Madeira Unipessoal, Lda., Novelis Luxembourg S.A., Novelis PAE S.A.S. and the
Pledgor, and each other subsidiary that is or becomes a party to the Term Loan Credit
Agreement as a Subsidiary Guarantor.Notes shall mean any notes evidencing the Terms Loans issued pursuant to the Term Loan
Credit Agreement.
 4




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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
shall mean 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 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.Restricted Subsidiary shall mean, as the context requires, (i) any subsidiary of Holdings
other than an Unrestricted Subsidiary and (ii) any subsidiary of Borrower other than an
Unrestricted Subsidiary.Secured Hedge Provider shall mean (i) any Person that is a counterparty to a Hedging
Agreement with the Borrower or any Loan Party that was a Lender, Arranger, Bookrunner or
Agent (or an Affiliate of a Lender, Arranger, Bookrunner or Agent) on the date of entering
into such Hedging Agreement (or, with respect to Hedging Agreements in effect at the date
hereof, on the date hereof), (ii) any other Person that is counterparty to a Hedging
Agreement with the Borrower or any Loan Party if, at or prior to the time such Hedging
Agreement is entered into, Borrower shall designate such Person as a Secured Hedge
Provider in a notice to the Administrative Agent and the Collateral Agent, which Person
shall execute a Secured Hedge Provider Joinder and (iii) any Person that is a counterparty
to a Hedging Agreement with the Borrower or any Loan Party that is in effect on the Closing
Date and was entered into prior to the Closing Date to the extent that (x) the Borrower
shall designate such Person as a Secured Hedge Provider in a notice to the Administrative
Agent and the Collateral Agent, which Person shall execute a Secured Hedge Provider Joinder
on or prior to the thirtieth day after the Closing Date and (y) such Secured Hedge Provider
shared in the collateral granted in connection with the Borrowers and Novelis Corporations
existing term loan facility (which is further identified in the Term Loan Credit Agreement).
 5




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Secured Hedge Provider Joinder shall mean a letter agreement in accordance with the terms
of the Term Loan Credit Agreement or in such other form as may be acceptable to the
Administrative Agent pursuant to which such person (i) appoints the Administrative Agent and
the Collateral Agent as its agent under the applicable Loan Documents with respect to
Collateral, as provided therein, and (ii) agrees to be bound by the provisions of the
Intercreditor Agreement and the Security Documents as if it were a Lender.Secured Obligations shall mean(I) (a) obligations of the 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 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 Borrower and the other Loan Parties under each Hedging Agreement
entered into with any Secured Hedge Provider under the Term Loan Credit Agreement and(II) the Abstract Acknowledgement of Indebtedness.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, the Lenders and any Secured Hedge Provider (to the extent such
Secured Hedge Provider executes and delivers to the Administrative Agent a Secured Hedge
Provider Joinder) and Secured Party shall mean any of them.Security Documents shall mean each security agreement entered into, and mortgages created,
in connection with the Term Loan Credit Agreement by the guarantors under the Term Loan
Credit Agreement, 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
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notification letters, or instruments of perfection required by
the Term Loan 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 entered into,
and mortgages created, in connection with the Term Loan Credit Agreement by the guarantors
under the Term Loan Credit Agreement 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.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.Shares shall mean the Existing Shares and the Future Shares.UCC shall mean the Uniform Commercial Code as in effect from time to time (except as
otherwise specified) in any applicable state or jurisdiction.Unrestricted Subsidiary shall mean any subsidiary of the Borrower designated by the board
of directors of the Borrower as an Unrestricted Subsidiary pursuant to the Term Loan Credit
Agreement subsequent to the Closing Date.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.
    
    The references in this Agreement to the Term Loan Credit Agreement and the other Loan
Documents, 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.
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2.
    
    PLEDGED SHARESThe 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.
    
    PLEDGE3.1.
    
    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.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. Subject to Clause 3.7, the Pledges to each of
the Pledgees shall be separate and individual pledges ranking pari passuwith the other
Pledges created hereunder.
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3.7.
    
    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.3.8.
    
    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, to the extent possible under
applicable law.4.
    
    SCOPE OF THE PLEDGES4.1.
    
    The Pledges constituted by this Agreement include:4.1.1.
    
    the present and future rights to receive:
 4.1.1.1.
    
    dividends attributable to the Shares, if any; and4.1.1.2.
    
    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)
 4.1.2.
    
    the right to subscribe for newly issued shares of the Company; and4.1.3.
    
    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:
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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, andiii)
    
    cash paid, payable or otherwise distributed in respect of principal of,
or in redemption of, or in exchange for any Shares,
 Sicherungsübereignung/ Sicherungsabtretung Sicherungstreuhänder
 5.
    
    PURPOSE OF THE PLEDGESThe 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.6.
    
    EXERCISE OF SHAREHOLDER RIGHTSThe 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 PLEDGES7.1.
    
    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
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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 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
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(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 WARRANTIESThe Pledgor represents and warrants to the Pledgees by way of an independent guarantee
(selbständiges Garantieversprechen)that: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
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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 Term Loan
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 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, and8.12
    
    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.
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9.
    
    UNDERTAKINGS OF THE PLEDGORThe 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 Term Loan 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 Term Loan 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;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.
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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, and9.8.
    
    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.
    
    INDEMNITY10.1.
    
    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 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 INDEPENDENCE11.1.
    
    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 Term Loan 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
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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 Term Loan 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.13.
    
    PARTIAL INVALIDITY, WAIVER13.1.
    
    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
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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.
    
    AMENDMENTSChanges and amendments to this Agreement including this Clause 14 shall be made in writing,
unless notarial form by operation of law is required.15.
    
    NOTICES AND THEIR LANGUAGE15.1.
    
    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 Company25/28 North Wall Quay,Dublin 1, IrlandFax: +3531 6492649If to the Pledgees and the Collateral
    
    Bank of America, N.A.Agent:
    
    1455 Market StreetSan Francisco, CA 94103U.S.A.Attention: Account OfficerFax: + 1 415-503-5011
 15.2.
    
    Save for the notice pursuant to Section 1280 of the German Civil Code (which shall be
substantially in the form of Schedule 2attached 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.
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16.
    
    APPLICABLE LAW, JURISDICTION16.1.
    
    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 TERM LOAN CREDIT AGREEMENTIn 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, 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 shall govern and
control. Except as provided for in this Clause 17, notwithstanding anything herein to the
contrary, the Term Loan 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.
  Pledge Scope of the Pledges Schedule 2
 18




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1.
    
    Bank of America, N.A.
 - 1 -




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Letterhead of Notary
  Novelis Deutschland GmbH
 Verpfändung
der Geschäftsanteile an Novelis Deutschland GmbH durch Novelis Aluminium Holding Company
       Notary
 - 2 -




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(Ort, Datum)
    
    Geschäftsführer
 - 3 -




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- 4 -




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Number 1024 of the Roll of Notarial Deeds for 2010-S
 
 Transacted
  
  1.
    
    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. 1 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 a business address, among others, at 135 S.
LaSalle, Suite 927, IL-135-09-27, Chicago, IL 60603, U.S.A.,based upon a power of attorney dated 14 December 2010, a faxed copy of which is
attached hereto as appendix A.a,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 A.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.,




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based upon a power of attorney dated 14 December 2010, a faxed copy of which is
attached hereto as appendix A.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 A.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;
 2.
    
    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. 2 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 B.
  .
  (Beurkundungsgesetz)
  - 2 -




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Reference Deed Pledgor Offerees) Shares Company Offer (Ausfertigungen)
 (einseitige Erklärungen) (verweist auf (Ausfertigung)
 Term Loan Pledge ABL Pledge
     
    
    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);
 - 3 -




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
    
    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.
  - 4 -




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Exhibit M-6
 Execution Copy
 Dated 17 December 2010
  NOVELIS ALUMINIUM HOLDING COMPANY
   BANK OF AMERICA, N.A.
 
 GUARANTEE AND SECURITY AGREEMENT
  McCann FitzGerald




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CONTENTS
 Clause
    
    Page1. Creation of security
    
    
    12. Guarantee
    
    
    63. Representations  General
    
    
    84. Restrictions on Dealings
    
    
    105. Land
    
    
    106. Investments
    
    
    147. Intellectual Property
    
    
    178. Accounts
    
    
    189. Relevant Contracts
    
    
    2110. Plant and Machinery
    
    
    2311. Insurance Policies
    
    
    2312. When Security Becomes Enforceable
    
    
    2413. Enforcement of Security
    
    
    2414. Receiver
    
    
    2615. Powers of Receiver
    
    
    2716. Application of proceeds
    
    
    2917. Taxes, Expenses and Indemnity
    
    
    2918. Delegation
    
    
    2919. Further Assurances
    
    
    3020. Power of Attorney
    
    
    3021. Preservation of Security
    
    
    3122. Miscellaneous
    
    
    3323. Loan Parties
    
    
    3424. Release
    
    
    3525. Counterparts
    
    
    35




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Clause
    
    Page26. Notices
    
    
    3527. The Collateral Agent as Trustee
    
    
    3628. Governing Law
    
    
    3729. Enforcement
    
    
    3730. Interpretation
    
    
    38Schedule 1 - Security Assets
    
    
    45Schedule 2 - Forms of Letter for Security Accounts
    
    
    51Schedule 3 - Forms of Letter for Insurance Policies
    
    
    58Schedule 4 - Forms of Letter for Primary Contracts
    
    
    63Schedule 5 - Form of Deed of Accession
    
    
    67Schedule 6 - Powers of a Receiver
    
    
    73




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THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS ALUMINIUM HOLDING COMPANYa 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
 1.
    
    CREATION OF SECURITY
 1.1
    
    Mortgage and Fixed Charge over the Secured Premisesh
 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 FitzGeraldRiverside OneSir John Rogersons QuayDublin 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
  1




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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.
  2




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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.
  3




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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;
  4




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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
  5




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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
  6




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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
  7




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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) to (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 propertyin 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.
    
    INVESTMENTS6.1
    
    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 PROPERTY7.1
    
    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.
    
    ACCOUNTS8.1
    
    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 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 CONTRACTS9.1
    
    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 in all material respects its obligations 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
  23




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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
    
    TimingThis 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
    
    PossessionA Receiver may take immediate possession of, get in and collect any Security Asset.15.3
    
    Carry on businessA 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
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.15.13
    
    LendingA 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 the 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 infull, 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 Revolving Credit Collateral Agent in accordance with the terms of the Revolving
Credit Loan Documents such Chargors obligations hereunder with respect to such delivery
shall be deemed satisfied by the delivery to the Revolving Credit 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 Term Loan Priority Collateral are released under this Clause, the Chargor
shall take whatever action is required under the Revolving Credit 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 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 Term Loan 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 Bankmeans a bank with whom a Security Account is maintained.
 Acquisition Documentmeans 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
 Additional Chargormeans a member of the Group which becomes a Chargor by executing a Deed
of Accession.
 Cash Management Documentmeans 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 Sharesmeans 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 Companymeans each member of the Group from time to time whose shares are subject to
the Security under this Deed.
 Chargormeans the Original Chargor or any Additional Chargor.
 Credit Agreementmeans the term loan 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 Borrower, AV METALS INC. as Holdings and the other Guarantors party thereto
and Bank of America, N.A. as Administrative Agent and Collateral Agent.
 Deed of Accessionmeans a deed substantially in the form of Schedule 5 (Form of Deed of
Accession).
 Delegate
 Examiner
 Fixtures
 Group
 Intercompany Document
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Intercreditor Agreement
 Investments
 (a)
    
    the Charged Shares; and
 (b)
    
    all other shares, stocks, debentures, bonds, warrants, coupons and other
securities and investments,
  Mortgaged Property
 Original Property Security Assets
 Party
 Plant and Machinery
 Premises
 Primary Contract
 (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 Mortgage and Fixed Charge
over Secured Premises Fixed charge over Real Property (other than the Secured
Premises
 Receiver
  39




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Related Company
 Related Rights
 (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
 Revolving Credit Collateral Agent
 Revolving Credit Release Date
 Revolving Credit Loan Documents
 Revolving Credit Security Agreement
 Secondary Contract
 (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
  40




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Security
 Security Accountmeans 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
 Security Contracts
 Security Interest
 Security Period
 Security Trust Deed
 Term Loan Release Date
 Territorymeans 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;
  41




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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 the 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;
  42




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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 systemmeans 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 the provisions of this DeedNOTWITHSTANDING 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.
  43




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This Deed has been executed and delivered as a deed on the date stated at the beginning of this
Deed.
  44




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SCHEDULE 1
 SECURITY ASSETS
 PART 1
 SECURED PREMISES
 Part A
 Unregistered Land
  Part B
 Registered Land
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PART 2
 CHARGED SHARES
 Name ofName of
    
    nominee (if any)Charged
    
    by whom shares
    
    Class of shares
    
    Number of sharesChargor
    
    Company
    
    are held
    
    held
    
    held
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PART 3
 SPECIFIC PLANT AND MACHINERY
 Chargor
    
    DescriptionNone as at the date hereof
  47




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PART 4
 SECURITY CONTRACTS
      48




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##### 



PART 5
 SPECIFIC INTELLECTUAL PROPERTY
 Chargor
    
    DescriptionNone as at the date hereof
  49




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PART 6
 SECURITY ACCOUNTS
 Bank
    
    Account number
    
    Sort code
   50




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SCHEDULE 2
 FORMS OF LETTER FOR SECURITY ACCOUNTS
 PART 1
 NOTICE TO ACCOUNT BANK
     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)
  1.
    
    FIRSTthat 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 opening or designation) and the debts represented by the Security
Accounts; and
 2.
    
    SECONDor, 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.
 insert details
  (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.
  (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.
     52




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 
      53




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PART 2
 ACKNOWLEDGEMENT OF ACCOUNT BANK
     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)
 Chargor Notice  FIRST Security Accounts SECOND FIRST
  (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, following notice to us from the Revolving Credit Collateral
Agent (or, in relation to any Net Cash Proceeds Account, as instructed by the Term Loan
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, 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,
 in each case, in accordance with the terms of, and the instructions provided
under, the Notice.
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PART 3
 LETTER FOR OPERATION OF SECURITY ACCOUNTS 
    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)
  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); and3.
    
    the acknowledgement dated [] issued by you to in response to the Notice (the
Acknowledgement).
        
  (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.
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57




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SCHEDULE 3
 FORMS OF LETTER FOR INSURANCE POLICIES
 PART 1
 FORM OF NOTICE OF ASSIGNMENT
     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)
  1.
    
    FIRSTthat 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.
   (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.
  (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.
    (i)
    
    FIRSTthe 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)
    
    SECONDthe 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,
  
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60




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PART 2
 FORM OF LETTER OF UNDERTAKING
     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)
  Chargor Notice  FIRST SECOND
   4.
    
    accept the instructions contained in the Notice and agree to comply with the Notice;5.
    
    confirm that we have not received notice of the interest of any third party in those amounts
and rights;6.
    
    undertake to note on the relevant contracts FIRSTthe interest of the Term Loan Collateral
Agent as loss payee and as first priority assignee of those amounts and rights and SECONDthe
Revolving Credit Collateral Agents interest as loss payee and as first priority assignee of
those amounts and rights;7.
    
    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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8.
    
    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; and9.
    
    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.
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SCHEDULE 4
 FORMS OF LETTER FOR PRIMARY CONTRACTS
 PART 1
 NOTICE TO COUNTERPARTY
     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)
  1.
    
    FIRSTthat 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]);
and2.
    
    SECONDsubject 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].
  (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.
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 
         64




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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
    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)
 Chargor Notice  FIRST Primary Contract[s] SECOND
  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;
and5.
    
    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.
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SCHEDULE 5
 FORM OF DEED OF ACCESSION
 THIS DEED
 BETWEEN
 (1)
    
    [] (registered number []) with its registered office at [] (the Additional Chargor);
 (2)
    
    NOVELIS ALUMINIUM HOLDING COMPANYin 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
 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
clause 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 FitzGeraldRiverside OneSir John Rogersons QuayDublin 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 the Additional 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.
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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 (ifwhich shares are
    
    any) by whom shares
    
    Class of shares held
    
    Number of sharesheld
    
    are held
    
    
    
    held[     ]
    
    [     ]
    
    [     ]
    
    [     ]
 PART 3
 SPECIFIC PLANT AND MACHINERY
  PART 4
 SECURITY 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
  PART 6
 SECURITY ACCOUNTS
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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/SecretaryTHE ORIGINAL CHARGORThe Common Seal of
    
    )
    
    ______________________
    
    DirectorNOVELIS ALUMINIUM HOLDING
    
    )COMPANY
    
    )was hereunto affixed
    
    )in the presence of
    
    )
    
    ______________________
    
    DirectorTHE COLLATERAL AGENTSigned by:
    
    
    
    ______________________
    
    Authorised Signatoryfor and on behalf ofBANK OF AMERICA, N.A.as Collateral Agent for theSecured Parties
  72




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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
  Novelis Aluminium Holding Company
 Witness:Names:Address:Occupation:AttorneyTHE COLLATERAL AGENTSigned by Christopher Kelly Wall
for and on behalf ofBank of America, N.A. ,
as Collateral Agent for 

the Secured PartiesChristopher Kelly WallManaging DirectorWitness:Names:Address:Occupation:
  76




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Execution Copy
 Dated 17 December 2010
  NOVELIS EUROPE HOLDINGS LIMITED
  BANK OF AMERICA, N.A.
 SHARE CHARGE
  McCann FitzGerald




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##### 



CONTENTS
 Clause
    
    Page1. Interpretation
    
    
    12. Creation of Security
    
    
    53. Representations and Warranties
    
    
    64. Restrictions on Dealings
    
    
    75. Covenants
    
    
    76. When Security Becomes Enforceable
    
    
    107. Enforcement of Security
    
    
    108. Receiver
    
    
    129. Powers of Receiver
    
    
    1310. Application of Proceeds
    
    
    1411. Taxes, Expenses and Indemnity
    
    
    1512. Delegation
    
    
    1513. Further Assurances
    
    
    1514. Power of Attorney
    
    
    1615. Preservation of Security
    
    
    1616. Miscellaneous
    
    
    1917. Financial Collateral
    
    
    1918. Release
    
    
    2019. Counterparts
    
    
    2020. Notices
    
    
    2021. The Collateral Agent as Trustee
    
    
    2122. Governing Law
    
    
    2223. Enforcement
    
    
    22Schedule  Security Assets
    
    
    24




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THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS EUROPE HOLDINGS LIMITEDa 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
 1.
    
    INTERPRETATION
 1.1
    
    DefinitionsIn 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 term loan 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 Borrower, AV METALS INC. as Holdings, the other Guarantors 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 Revolving Credit 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.
  1




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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 Collateral Agent has the meaning given to that term in the Intercreditor
Agreement.Revolving Credit Loan Documentshas the meaning given to that term in the Intercreditor
Agreement.Revolving Credit Security Agreementmeans the share charge dated on or about the date of
this Deed between the Chargor and the Revolving Credit Collateral Agent.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 Term
Loan 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.
 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;
  2




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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 continuingmeans 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 the 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




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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 systemmeans 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 DeedNOTWITHSTANDING 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




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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 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
 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
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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,
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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.
 (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




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##### 



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
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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
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(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 Revolving Credit Collateral Agent in accordance with the terms of the Revolving
Credit Loan Documents, the Chargors obligations hereunder with respect to such delivery
shall be deemed satisfied by the delivery to the Revolving Credit 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.
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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
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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 Term Loan Priority Collateral are released under this Clause, the
Chargor shall take whatever action is required under the Revolving Credit Security
Agreement, including serving any notice thereunder. In addition, if the Collateral Agent is
authorised to release in whole or in part any Security Assets hereunder pursuant to the
terms of the Credit Agreement, the Collateral Agent is authorised to release such Security
Assets 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
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(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.
 (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.
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(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 Term Loan 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.
  22




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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.
   23




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SCHEDULE
SECURITY ASSETS
CHARGED SHARES
 Name of Charged
    
    Name of nominee (if
any) by whom shares
    
    
    
    Number of sharesChargor
    
    Company
    
    are held
    
    Class of shares held
    
    heldNovelis Europe
    
    Novelis Aluminium
    
    
    
    Ordinary Shares of
    
    
    647,590,006Holdings Limited
    
    Holding Company
    
    
    
    0.23626059 eachNovelis Europe
    
    Novelis Aluminium
    
    Novelis UK Limited
    
    Ordinary Shares of
    
    
    1Holdings Limited
    
    Holding Company
    
    
    
    0.23626059 each
  24




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SIGNATORIES
 THE CHARGOR
  NOVELIS EUROPE HOLDINGS LIMITED
 acting through:
    
    Director
 
 THE COLLATERAL AGENT
  BANK OF AMERICA, N.A.
 
 
 
  25




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Execution Copy
 Dated 17 December 2010
  NOVELIS UK LTD
  BANK OF AMERICA, N.A.
 SHARE CHARGE
  McCann FitzGerald




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##### 



CONTENTS
 Clause
    
    Page1. Interpretation
    
    12. Creation of Security
    
    53. Representations and Warranties
    
    64. Restrictions on Dealings
    
    75. Covenants
    
    76. When Security Becomes Enforceable
    
    107. Enforcement of Security
    
    118. Receiver
    
    129. Powers of Receiver
    
    1310. Application of Proceeds
    
    1511. Taxes, Expenses and Indemnity
    
    1512. Delegation
    
    1513. Further Assurances
    
    1614. Power of Attorney
    
    1615. Preservation of Security
    
    1716. Miscellaneous
    
    1917. Financial Collateral
    
    2018. Release
    
    2019. Counterparts
    
    2020. Notices
    
    2021. The Collateral Agent as Trustee
    
    2122. Governing Law
    
    2223. Enforcement
    
    22Schedule  Security Assets
    
    24
 2




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THIS DEED
 BETWEEN:
 (1)
    
    NOVELIS UK LTDa 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
 1.
    
    INTERPRETATION1.1
    
    DefinitionsIn 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 term loan 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 Borrower, AV METALS INC. as Holdings, the other Guarantors 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 Revolving Credit 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.Party means a party to this Deed.
  1




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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 Collateral Agent has the meaning given to that term in the Intercreditor
Agreement.Revolving Credit Loan Documentshas the meaning given to that term in the Intercreditor
Agreement.Revolving Credit Security Agreement means the share charge dated on or about the date of
this Deed between the Chargor and the Revolving Credit Collateral Agent.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 Term
Loan 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.
 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




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(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 continuingmeans 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 the 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




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(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 systemmeans 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 DeedNOTWITHSTANDING 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




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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 SECURITY2.1
    
    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;
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(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 WARRANTIES3.1
    
    Nature of securityThe 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 SharesThe 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




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##### 



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 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 DEALINGSThe 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.
    
    COVENANTS5.1
    
    Certificated Charged SharesThe 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




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##### 



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 rightsThe 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;
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(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.
  9




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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 arrangementsThe 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 ENFORCEABLE6.1
    
    Powers and Rights of the Collateral AgentNotwithstanding 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
    
    TimingThis Security will become immediately enforceable if an Event of Default is continuing.6.3
    
    EnforcementAfter 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 SECURITY7.1
    
    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
    
    PrivilegesEach 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 partiesNo 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
    
    ContingenciesIf 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.
    
    RECEIVER8.1
    
    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
    
    RemovalThe 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
    
    RemunerationThe 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 AgentTo 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 RECEIVER9.1
    
    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
    
    PossessionA Receiver may take immediate possession of, get in and collect any Security Asset.9.3
    
    Carry on businessA 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 moneyA 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
    
    CompromiseA 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 actionsA 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
    
    ReceiptsA 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
    
    SubsidiariesA Receiver may form a Subsidiary of the Chargor and transfer to that Subsidiary any Security
Asset.9.11
    
    DelegationA Receiver may delegate his powers in accordance with this Deed.9.12
    
    LendingA Receiver may lend money or advance credit to any customer of the Chargor.9.13
    
    Protection of assetsA 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 powersA 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.
    
    DELEGATION12.1
    
    Power of AttorneyThe 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
    
    TermsAny 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
    
    LiabilityNeither 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 ASSURANCESThe 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 ATTORNEYFollowing 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 SECURITY15.1
    
    Continuing securityThis 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 defencesThe 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 recourseThe 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
    
    AppropriationsUntil 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-competitionUnless:
 (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 documentsTo 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 Revolving Credit Collateral Agent in accordance with the terms of the Revolving
Credit Loan Documents, the Chargors obligations hereunder with respect to such delivery
shall be deemed satisfied by the delivery to the Revolving Credit Collateral Agent.15.9
    
    Security held by ChargorThe 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.
    
    MISCELLANEOUS16.1
    
    Covenant to payThe 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
    
    InterestIf 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 depositsWithout 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 assignmentThis 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.
    
    RELEASEAt 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 Term Loan Priority Collateral are released under this Clause, the
Chargor shall take whatever action is required under the Revolving Credit Security
Agreement, including serving any notice thereunder. In addition, if the Collateral Agent is
authorised to release in whole or in part any Security Assets hereunder pursuant to the
terms of the Credit Agreement, the Collateral Agent is authorised to release such Security
Assets under this Deed.19.
    
    COUNTERPARTSThis 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.
    
    NOTICES20.1
    
    Communications in WritingEach 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
    
    AddressesAny 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 numberPromptly 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 Term Loan 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 LAWThis Deed and any non-contractual obligations arising out of or in connection with this Deed
are governed by the laws of Ireland.23.
    
    ENFORCEMENT23.1
    
    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 immunityThe 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.
   23




---



##### 



SCHEDULE
 SECURITY ASSETS
 CHARGED SHARES
 Name of nominee (ifName of Charged
    
    any) by whom shares
    
    
    
    Number of sharesChargor
    
    Company
    
    are held
    
    Class of shares held
    
    heldNovelis UK Ltd (as nominee of Novelis Europe
Holdings Limited)
    
    Novelis Aluminium Holding Company
    
    
    
    Ordinary Shares of 0.23626059 each
    
    1
  24




---



##### 



SIGNATORIES
 THE CHARGOR
 NOVELIS UK LTD
 acting through:
    
    Director
 
 THE COLLATERAL AGENT
  BANK OF AMERICA, N.A.
 
  25




---



##### 



Exhibit M  7
 Execution version
 EQUIPMENT AND INVENTORY PLEDGE AGREEMENT
  NOVELIS DO BRASIL LTDA.
 BANK OF AMERICA, N.A.
 WHEREAS:
 inter alios
   NOW THEREFORE
 
 1




---



##### 



Section I  Definitions
      Section II  Purpose of the Pledge
   Section III  Creation of the Pledge
   Section IV Restriction on Transfers and Encumbrances
  
 2




---



##### 



Section V Registration
 Cartórios de Registro de Imóveis
 Section VI Representations and Warranties
  (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
 
 3




---



##### 



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
Revolving Credit Agreement, and Novelis do Brasil Ltda., as of the same date hereof (the
Revolving Credit 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 Term Loan 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
  (a)
    
    to the extent required by the Term Loan 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
 
 4




---



##### 



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 Term Loan
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
  IX  Rights and Powers of the Collateral Agent Upon an Event of Default; Remedies
  
 5




---



##### 



X  Use of Proceeds
  XI  Amendments with Respect to the Secured Obligations
  (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 Term Loan 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.
 
 6




---



##### 



XII  No Obligation to Protect the Pledged Assets
  XIII  Pursuit of Rights and Remedies Against Pledgor
  XIV  Termination and Release
    XV  Waivers and Amendments
  
 7




---



##### 



XVI  Severability
  XVII  Authority of the Collateral Agent
  XVIII  Complete Agreement; Successors and Assigns
   XIX  Assignment and/or Transfer of the Term Loan Credit Agreement
  
 8




---



##### 



XX  Waiver of Immunity
  Section XXI No Duty on Collateral Agents Part
  Section XXII  Notices
   NOVELIS DO BRASIL LTDA.  th
  BANK OF AMERICA, N.A.
  
 9




---



##### 



Section XXIII  Governing Law
  Section XXIV  Jurisdiction
  Section XXV  Specific Performance
  Section XXVI  Construction
  
 10




---



##### 



Section XXVII  Taxes, Charges and Expenses
  Section XXVIII  Other Provisions
  Section XXIX  Language
  [INTENTIONALLY LEFT IN BLANK]
 
 11




---



##### 



IN WITNESS WHEREOF
  NOVELIS DO BRASIL LTDA.
 
 BANK OF AMERICA, N.A.
 
  1:
    
    2:Name:
    
    Name:ID:
    
    ID:
 
 12




---



##### 



Exhibit 1
 Basic Terms of the Secured Obligations
 1
 Term Loan Credit Agreement 2
 a)
    
    Principal Amount
 3
 b)
    
    Termination
  c)
    
    Interest
  Base Rate Loans
 
 1
    
    Secured Obligations means the Secured
Obligations as defined in the Term Loan Credit Agreement (as defined
herein).2
    
    All of the capitalized terms in this Exhibit
will have the meanings ascribed to such terms in the Credit Agreement,
dated December 17, 2010 (as amended, restated, supplemented or otherwise
modified, the Term Loan Credit Agreement), entered into by and among,
inter alios, the Borrower, AV Metals Inc., the Subsidiary Guarantors, the
Lenders, the Administrative Agent and the Collateral Agent (as the
foregoing capitalized terms are defined in the Term Loan Credit
Agreement). In the event of any discrepancy between this Exhibit 1 and
the Term Loan Credit Agreement, the terms of the Term Loan Credit
Agreement shall govern and control.3
    
    Pursuant to the Term Loan Credit Agreement,
the Borrower is permitted to incur additional secured indebtedness under the
Term Loan Credit Agreement or other pari-pasu or subordinated credit
facilities, which would be subject to the terms of the Intercreditor Agreement.
The terms of such additional indebtedness will be determined by the Borrower
and the lenders that become party to any credit agreement memorializing such
further extension of credit.




---



##### 



Eurodollar Rate Loans
 Default Rate
 Interest Payment Dates
 Interest Calculation
 Currency for Payment of Interest




---



##### 



Exhibit 2
 Places of Business




---



##### 








---



##### 



Exhibit 3
 List of Equipment and Inventory




---



##### 



Exhibit 4
 Form of Power of Attorney
 NOVELIS DO BRASIL LTDA. BANK OF AMERICA, N.A.




---



##### 



NOVELIS DO BRASIL LTDA.
 Name:
    
    Name:Title:
    
    Title:




---



##### 



Exhibit 5
 Form of Amendment to the Equipment and Inventory Pledge Agreement
 
 NOVELIS DO BRASIL LTDA.
 BANK OF AMERICA, N.A.
      mutatis mutandis




---



##### 



 
  NOVELIS DO BRASIL LTDA.By:Name:Title:




---



##### 



BANK OF AMERICA, N.A.By:Name:Title:  1:
    
    
    
    
    
    2:Name:
    
    
    
    
    
    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.
  NOVELIS DO BRASIL LTDA.
 BANK OF AMERICA, N.A.
 WHEREAS
 inter alios
    NOW THEREFORE
 Section I  Definitions
  
 1




---



##### 



Section II  First Demand Guarantee
     
 2




---



##### 



Section III  Registration
   
 3




---



##### 



Section IV  Representations and Warranties
     Section V  Miscellaneous
      To the Guarantor:
 
 4




---



##### 



NOVELIS DO BRASIL LTDA.  th
  BANK OF AMERICA, N.A.
     mutatis mutandi
  
 5




---



##### 



[INTENTIONALLY LEFT IN BLANK]
 
 6




---



##### 



IN WITNESS WHEREOF
  NOVELIS DO BRASIL LTDA.By:Name:Title:BANK OF AMERICA, N.A.By:Name:Title:  1:
    
    
    
    2:Name:
    
    
    
    Name:ID:
    
    
    
    ID:
 
 7




---



##### 



Execution version
 ACCOUNTS PLEDGE AGREEMENT
  NOVELIS DO BRASIL LTDA.
 BANK OF AMERICA, N.A.,
 WHEREAS:
 inter alios
   NOW THEREFORE
 Section I  Definitions
  
 1




---



##### 



Section II  Purpose of the Pledge
   Section III  Creation of the Pledge
  Section IV Registration
 Cartórios de Títulos e Documentos
 Section V Representation and Warranties
  
 2




---



##### 



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 Revolving Credit Agreement and
Novelis do Brasil Ltda, as of the same date hereof (the Revolving Credit Accounts Pledge
Agreement); and (iii) Permitted Liens.
 Section VI Covenants
  (a)
    
    except as permitted under the Term Loan Credit Agreement, Pledgor shall not constitute over
the Pledged Accounts any liens or encumbrances, except for the pledge created under this
Agreement, and for the pledge created under the Revolving Credit Accounts Pledge Agreement;
 (b)
    
    upon a written request by the Collateral Agent in accordance with the Term Loan Credit
Agreement, Pledgor shall perform, at its own expenses, any act and shall
 
 3




---



##### 



execute any and all documents necessary to preserve the rights and powers of Collateral
Agent granted herein; and
 (c)
    
    unless provided for in the Term Loan 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
    Section VIII  Enforcement of the Security
   
 4




---



##### 



Section IX  Use of Proceeds
  Section X  Amendments with Respect to the Secured Obligations
  (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 Term Loan 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
  
 5




---



##### 



Section XII  Termination and Release
    Section XIII  Waivers and Amendments
  Section XIV  Severability
  Section XV  Authority of the Collateral Agent
  
 6




---



##### 



Section XVI  Complete Agreement; Successors and Assigns
   Section XVII  Assignment and/or Transfer of the Term Loan Credit Agreement
  Section XVIII  Waiver of Immunity
  Section XIX No Duty on Collateral Agents Part
  
 7




---



##### 



Section XX  Notices
   NOVELIS DO BRASIL LTDA.  th
  BANK OF AMERICA, N.A.
  Section XXI  Governing Law
  Section XXII Jurisdiction
  Section XXIII  Specific Performance
  Section XXIV  Construction
  
 8




---



##### 



Section XXV  Taxes, Charges and Expenses
  Section XXVI  Other Provisions
  
 9




---



##### 



Section XXVII  Language
  
 10




---



##### 



IN WITNESS WHEREOF
  NOVELIS DO BRASIL LTDA.By:Name:Title:BANK OF AMERICA, N.A.By:Name:Title:  1:
    
    
    
    2:Name:
    
    
    
    Name:ID:
    
    
    
    ID:





11



---



##### 



Exhibit 1
 Basic Terms of the Secured Obligations
 1
 Term Loan Credit Agreement 2
 a)
    
    Principal Amount
 3
 b)
    
    Termination
  c)
    
    Interest
  Base Rate Loans
 
 1
    
    Secured Obligations means the Secured
Obligations as defined in the Term Loan Credit Agreement (as defined herein).2
    
    All of the capitalized terms in this Exhibit
will have the meanings ascribed to such terms in the Credit Agreement, dated
December 17, 2010 (as amended, restated, supplemented or otherwise modified,
the Term Loan Credit Agreement), entered into by and among, inter alios, the
Borrower, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the
Administrative Agent and the Collateral Agent (as the foregoing capitalized
terms are defined in the Term Loan Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Term Loan Credit Agreement, the
terms of the Term Loan Credit Agreement shall govern and control.3
    
    Pursuant to the Term Loan Credit Agreement,
the Borrower is permitted to incur additional secured indebtedness under the
Term Loan Credit Agreement or other pari-pasu or subordinated credit
facilities, which would be subject to the terms of the Intercreditor Agreement.
The terms of such additional indebtedness will be determined by the Borrower
and the lenders that become party to any credit agreement memorializing such
further extension of credit.




---



##### 



Eurodollar Rate Loans
 Default Rate
 Interest Payment Dates
 Interest Calculation
 Currency for Payment of Interest




---



##### 



Exhibit 2
 Pledged Accounts
 OWNER
    
    ACCOUNT
    
    BANK
    
    BRANCH
    
    ACCOUNT NUMBERSNovelis do Brasil Ltda.
    
    Deposit Account
    
    Banco Brasil
    
    3400Novelis do Brasil Ltda.
    
    Deposit Account
    
    Bradesco
    
    2372Novelis do Brasil Ltda.
    
    Deposit Account
    
    Bradesco
    
    2372Novelis do Brasil Ltda.
    
    Deposit Account
    
    Itau S/A
    
    0912Novelis do Brasil Ltda.
    
    Deposit Account
    
    Caixa
    
    2926Novelis do Brasil Ltda.
    
    Deposit Account
    
    Citibank
    
    0001Novelis do Brasil Ltda.
    
    Deposit Account
    
    Citibank
    
    0001Novelis do Brasil Ltda.
    
    Deposit Account
    
    Unibanco AIGNovelis do Brasil Ltda.
    
    Deposit Account
    
    Unibanco AIGNovelis do Brasil Ltda.
    
    Deposit Account
    
    Unibanco AIGNovelis do Brasil Ltda.
    
    Deposit Account
    
    Banco Brasil
    
    0088Novelis do Brasil Ltda.
    
    Deposit Account
    
    Banco Real
    
    0251Novelis do Brasil Ltda.
    
    Deposit Account
    
    ItaúBBA Nassau
    
    0001




---



##### 



Exhibit 3
 Form of Power of Attorney
 NOVELIS DO BRASIL LTDA. BANK OF AMERICA, N.A.




---



##### 



NOVELIS DO BRASIL LTDA.
 Name:
    
    
    
    Name:Title:
    
    
    
    Title:




---



##### 



Exhibit 4
 Form of Notice
   include name of the bank
 th BANK OF AMERICA, N.A.
  include no. of the bank account




---



##### 



Name

Title:

Acknowledged by:
[include name of the bank]

Name:
Title:




---



##### 



Execution version
 QUOTA PLEDGE AGREEMENT
  NOVELIS DO BRASIL LTDA.
 NOVELIS INC.
 BANK OF AMERICA, N.A.
 WHEREAS:
 inter alios
   NOW THEREFORE
   1




---



##### 



Section I  Definitions
      Section II  Purpose of the Pledge
   Section III  Creation of the Pledge
   Section IV Restriction on Transfers and Encumbrances
    2




---



##### 



Section V  Registration
 Cartórios de Títulos e Documentos
  Section VI  Representations and Warranties
         3




---



##### 



Section VII  Covenants
      Amendment
 Section VIII  Enforcement of the Security
    4




---



##### 



Section IX  Use of Proceeds
  Section X  Amendments with Respect to the Secured Obligations
  (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;
   5




---



##### 



(b)
    
    the Term Loan 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
  Section XII  Termination and Release
  Section XIII  Waiver and Amendments
  Section XIV  Severability
    6




---



##### 



Section XV  Authority of the Collateral Agent
  Section XVI  Complete Agreement; Successors and Assigns
   Section XVII  Assignment and/or Transfer of the Term Loan Credit Agreement
  Section XVIII  Waiver of Immunity
    7




---



##### 



Section XIX  No Duty on Collateral Agents Part
  Section XX  Notices
   NOVELIS INC.
  NOVELIS DO BRASIL LTDA.  th
  BANK OF AMERICA, N.A.
    8




---



##### 



Section XXI  Governing Law
  Section XXII  Jurisdiction
  Section XXIII  Specific Performance
  Section XXIV  Construction
    9




---



##### 



Section XXV  Taxes, Charges and Expenses
  Section XXVI  Other Provisions
  Section XXVII  Language
  [INTENTIONALLY LEFT IN BLANK]
   10




---



##### 



IN WITNESS WHEREOF
  NOVELIS INC.By:Name:Title:NOVELIS DO BRASIL LTDA.By:Name:Title:BANK OF AMERICA, N.A.By:Name:Title:  1:
    
    
    2:Name:
    
    
    Name:ID:
    
    
    ID:
   11




---



##### 



Exhibit 1
 Basic Terms of the Secured Obligations
 1
 Term Loan Credit Agreement 2
 a)
    
    Principal Amount
 3
 b)
    
    Termination
  c)
    
    Interest
  Base Rate Loans
 
 1
    
    Secured Obligations means the Secured
Obligations as defined in the Term Loan Credit Agreement (as defined herein).2
    
    All of the capitalized terms in this Exhibit
will have the meanings ascribed to such terms in the Credit Agreement, dated
December 17, 2010 (as amended, restated, supplemented or otherwise modified,
the Term Loan Credit Agreement), entered into by and among, inter alios, the
Borrower, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the
Administrative Agent and the Collateral Agent (as the foregoing capitalized
terms are defined in the Term Loan Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Term Loan Credit Agreement, the
terms of the Term Loan Credit Agreement shall govern and control.3
    
    Pursuant to the Term Loan Credit Agreement,
the Borrower is permitted to incur additional secured indebtedness under the
Term Loan Credit Agreement or other pari-pasu or subordinated credit
facilities, which would be subject to the terms of the Intercreditor Agreement.
The terms of such additional indebtedness will be determined by the Borrower
and the lenders that become party to any credit agreement memorializing such
further extension of credit.   12




---



##### 



Eurodollar Rate Loans
 Default Rate
 Interest Payment Dates
 Interest Calculation
 Currency for Payment of Interest
   13




---



##### 



Exhibit 2
 Pledged Quotas
 Total Number of
    
    Total Number ofQuotas of the
    
    Quotas issued by
    
    % of the Quotas of
    
    ValueQuotaholder
    
    Pledgor
    
    Novelis do Brasil
    
    the Pledgor
    
    (R$)NOVELIS INC.
    
    
    120,130,999
    
    
    
    120,131,000
    
    
    
    99.99
    %
    
    
    120,130,199.00
   14




---



##### 



Exhibit 3
 Form of Amendment to Quota pledge agreement
  
 NOVELIS DO BRASIL LTDA. th
 NOVELIS INC.
 BANK OF AMERICA, N.A.
     
 Quota Pledge Agreement
    15




---



##### 



16




---



##### 




 NOVELIS INC.By:Name:Title:NOVELIS DO BRASIL LTDA.By:Name:Title:BANK OF AMERICA, N.A.By:Name:Title:  1:
    
    
    2:Name:
    
    
    Name:ID:
    
    
    ID:
   17




---



##### 



Exhibit 1 to the Amendment to Quota Pledge Agreement
 Pledged Quotas
 Additional Quotas
    
    
    Total Number of
    
    
    Total Number ofpledged under this
    
    
    Quotas of the
    
    
    Quotas issued by
    
    
    % of the Quotas of
    
    
    ValueQuotaholder
    
    Amendment
    
    
    Pledgor
    
    
    Novelis do Brasil
    
    
    the Pledgor
    
    
    (R$)NOVELIS INC.
   18




---



##### 



Exhibit 4
 Form of Power of Attorney
 NOVELIS INC. Grantor BANK OF AMERICA, N.A.
        19




---



##### 



NOVELIS INC.
 
   20




---



##### 



Execution copy
 RECEIVABLES PLEDGE AGREEMENT
  NOVELIS DO BRASIL LTDA.
 BANK OF AMERICA, N.A.
 WHEREAS:
 inter alios
   NOW THEREFORE
 Section I  Definitions
  TERM LOAN CREDIT1
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Section II  Purpose of the Pledge
   Section III  Creation of the Pledge
  Section IV Registration
 Cartórios de Títulos e Documentos
 Section V Representation and Warranties
  TERM LOAN CREDIT2
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



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 Revolving Credit Agreement and Novelis do Brasil
Ltda, as of the same date hereof (the Revolving 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;
 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
 TERM LOAN CREDIT3
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



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
  (a)
    
    until the Discharge of Term Loan 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 Term Loan 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 Revolving Credit Receivables Pledge Agreement;
 (c)
    
    upon a written request by the Collateral Agent in accordance with the Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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
 TERM LOAN CREDIT4
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



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
    Section VIII  Enforcement of the Security
    TERM LOAN CREDIT5
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Section IX  Use of Proceeds
  Section X  Amendments with Respect to the Secured Obligations
  (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 Term Loan 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
  Section XII  Termination and Release
  TERM LOAN CREDIT6
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Section XIII  Waivers and Amendments
  Section XIV  Severability
  Section XV  Authority of the Collateral Agent
  Section XVI  Complete Agreement; Successors and Assigns
   TERM LOAN CREDIT7
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Section XVII  Assignment and/or Transfer of the Term Loan Credit Agreement
  Section XVIII  Waiver of Immunity
  Section XIX  No Duty on Collateral Agents Part
  Section XX  Notices
   NOVELIS DO BRASIL LTDA.  th
 TERM LOAN CREDIT8
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



BANK OF AMERICA, N.A.
  Section XXI  Governing Law
  Section XXII  Jurisdiction
  Section XXIII  Specific Performance
  Section XXIV  Construction
  TERM LOAN CREDIT9
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Section XXV  Taxes, Charges and Expenses
  Section XXVI  Other Provisions
  Section XXVII  Language
  [INTENTIONALLY LEFT IN BLANK]
 TERM LOAN CREDIT10
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



IN WITNESS WHEREOF
  NOVELIS DO BRASIL LTDA.By:Name:Title:BANK OF AMERICA, N.A.By:Name:Title:  1:
    
    2:Name:
    
Name:ID:

    
ID:
 TERM LOAN CREDIT11
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Exhibit 1
 Basic Terms of the Secured Obligations
 1
 Term Loan Credit Agreement 2
 a)
    
    Principal Amount
 3
 b)
    
    Termination
  c)
    
    Interest
  Base Rate Loans
 
 1
    
    Secured Obligations means the Secured
Obligations as defined in the Term Loan Credit Agreement (as defined herein).2
    
    All of the capitalized terms in this Exhibit
will have the meanings ascribed to such terms in the Credit Agreement, dated
December 17, 2010 (as amended, restated, supplemented or otherwise modified,
the Term Loan Credit Agreement), entered into by and among, inter alios, the
Borrower, AV Metals Inc., the Subsidiary Guarantors, the Lenders, the
Administrative Agent and the Collateral Agent (as the foregoing capitalized
terms are defined in the Term Loan Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Term Loan Credit Agreement, the
terms of the Term Loan Credit Agreement shall govern and control.3
    
    Pursuant to the Term Loan Credit Agreement,
the Borrower is permitted to incur additional secured indebtedness under the
Term Loan Credit Agreement or other pari-pasu or subordinated credit
facilities, which would be subject to the terms of the Intercreditor Agreement.
The terms of such additional indebtedness will be determined by the Borrower
and the lenders that become party to any credit agreement memorializing such
further extension of credit. TERM LOAN CREDIT12
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Eurodollar Rate Loans
 Default Rate
 Interest Payment Dates
 Interest Calculation
 Currency for Payment of Interest
 TERM LOAN CREDIT13
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Exhibit 2
 Pledged Receivables
  Contrato de Fornecimento de Chapas de Alumínio
 Contrato de Fornecimento de Can Stock
 TERM LOAN CREDIT14
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Exhibit 3
 Bank Accounts
 OWNER
    
    ACCOUNT
    
    
    BANK
    
    
    BRANCH
    
    
    ACCOUNT NUMBERSNovelis do Brasil Ltda.
    
    Deposit Account
    
    Banco Brasil
    
    
    3400Novelis do Brasil Ltda.
    
    Deposit Account
    
    Bradesco
    
    
    2372Novelis do Brasil Ltda.
    
    Deposit Account
    
    Bradesco
    
    
    2372Novelis do Brasil Ltda.
    
    Deposit Account
    
    Itau S/A
    
    
    0912Novelis do Brasil Ltda.
    
    Deposit Account
    
    Caixa
    
    
    2926Novelis do Brasil Ltda.
    
    Deposit Account
    
    Citibank
    
    
    0001Novelis do Brasil Ltda.
    
    Deposit Account
    
    Citibank
    
    
    0001Novelis do Brasil Ltda.
    
    Deposit Account
    
    Unibanco AIGNovelis do Brasil Ltda.
    
    Deposit Account
    
    Unibanco AIGNovelis do Brasil Ltda.
    
    Deposit Account
    
    Unibanco AIGNovelis do Brasil Ltda.
    
    Deposit Account
    
    Banco Brasil
    
    
    0088Novelis do Brasil Ltda.
    
    Deposit Account
    
    Banco Real
    
    
    0251Novelis do Brasil Ltda.
    
    Deposit Account
    
    ItaúBBA Nassau
    
    
    0001
 TERM LOAN CREDIT15
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Exhibit 4
 List of Clients
 
 TERM LOAN CREDIT16
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Exhibit 5
 Form of Notice
  DATE
 
 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 Term
Loan Credit Agreement (the Receivables Pledge Agreement).
    
 
   Company
    
    Place and Date:Name:
 TERM LOAN CREDIT17
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Exhibit 6
 Form of Power of Attorney
 NOVELIS DO BRASIL LTDA. BANK OF AMERICA, N.A.
       TERM LOAN CREDIT18
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



NOVELIS DO BRASIL LTDA.
 Name:
    
    Name:Title:
    
    Title:
 TERM LOAN CREDIT19
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



Exhibit 7
 Form of Amendment to the Receivables Pledge Agreement
 
 NOVELIS DO BRASIL LTDA.
 BANK OF AMERICA, N.A.
     
   TERM LOAN CREDIT20
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



 
  NOVELIS DO BRASIL LTDA.By:Name:Title:BANK OF AMERICA, N.A.By:Name:Title: TERM LOAN CREDIT21
    
    RECEIVABLES PLEDGE AGREEMENT




---



##### 



TozziniFreire Draft
December 10, 2010
 INTERCOMPANY NOTE PLEDGE AGREEMENT
  NOVELIS DO BRASIL LTDA.
 BANK OF AMERICA, N.A.
 BANK OF AMERICA, N.A.
 NOVELIS CORPORATION
 WHEREAS:
    1




---



##### 



TozziniFreire Draft
December 10, 2010
   NOW THEREFORE
 Section I  Definitions
      Section II  Purpose of the Pledge
  2




---



##### 



TozziniFreire Draft
December 10, 2010
  Section III  Creation of the Pledge
    Section IV Registration
 Cartórios de Títulos e Documentos
 Section V Representation and Warranties
  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
 3




---



##### 



TozziniFreire Draft
 December 10, 2010
 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 Intercompany Notes 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)
    
    Pledgor is the legal owner and holder of the Pledged Intercompany Notes, which are free from
any liens other than those contemplated herein;h)
    
    The disposal of the Pledged Intercompany Notes, 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 Intercompany Notes. There exists no impediment that would prevent the disposal of the
Pledged Intercompany Notes, judicially and/or out of court, under the terms of this Agreement;i)
    
    Pledgor has not sold or granted any rights of preemption over or agreed to sell or grant any
right of preemption over 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 Intercompany
Notes; and
 j)
    
    Pledgor has full knowledge of all terms and conditions of the Term Loan Credit Agreement, of
the Revolving Credit Agreement and of the Intercreditor Agreement
including but not limited to the basic terms of the Secured Obligations as described in Exhibit 1
hereto.
  Section VI Covenants
  a)
    
    Pledgor will, at its sole cost and expense, pledge in favor of the Collateral Agent, any and
all intercompany notes in the future issued in favor of the Pledgor and any and all
replacement intercompany notes, whereby, Novelis do Brasil shall enter into amendments to this
Agreement with the Collateral Agent and the Revolving Credit
 4




---



##### 



TozziniFreire Draft
December 10, 2010
 Collateral Agent in order to
extend the security interest and lien created hereunder to the new or replacement intercompany
note;
 b)
    
    Pledgor will, at its sole cost and expense, make, execute, acknowledge and deliver all such
further acts, deeds, conveyances, agreements, assignments, endorsements, notices
(intimações), notices of assignment and additional transfers as the Collateral Agent shall
from time to time reasonably request, which may be necessary in the reasonable judgment of the
Collateral Agent to assure, perfect, assign or transfer to the Collateral Agent 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 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 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, without the prior
approval of the Collateral Agent, enter into any agreement which may impair their ability to
comply with, or which may prohibit them from complying with, the provisions hereof.c)
    
    It shall, upon the occurrence and continuation of an Event of Default or a Revolving Credit
Event of Default, as may be evidenced by written notice from the Collateral Agent or the
Revolving Credit 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 14.1 hereof;d)
    
    It will comply in all respects with all applicable laws of any governmental authority having
jurisdiction over its business.
 Section VII  Enforcement of the Security
    5




---



##### 



TozziniFreire Draft
December 10, 2010
 Exhibit 3
 Section VIII  Use of Proceeds
  Section IX  Amendments with Respect to the Secured Obligations
  (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 Term Loan Credit Agreement and/or 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 X  Pursuit of Rights and Remedies Against Pledgor
  6




---



##### 



TozziniFreire Draft
December 10, 2010
  Section XI  Termination and Release
    Section XII  Waivers and Amendments
   Section XIII  Severability
  Section XIV  Authority of the Collateral Agent
  7




---



##### 



TozziniFreire Draft
December 10, 2010
  Section XV  Complete Agreement; Successors and Assigns
   Section XVI  Assignment and/or Transfer of the Revolving Credit Agreement
  Section XVII  Waiver of Immunity
  Section XVIII
 No Duty on Part of Collateral Agent or Revolving Credit Collateral Agent
  8




---



##### 



TozziniFreire Draft
December 10, 2010
  Section XIX  Notices
   NOVELIS DO BRASIL LTDA.  th
  NOVELIS CORPORATION     
  BANK OF AMERICA, N.A.
  BANK OF AMERICA, N.A.
  Section XX  Governing Law
  9




---



##### 



TozziniFreire Draft
December 10, 2010
 Section XXI Jurisdiction
  Section XXII  Specific Performance
  Section XXIII  Conflict with the Term Loan Credit Agreement and Provisions of the Intercreditor Agreement
   Section XXIV  Taxes, Charges and Expenses
  10




---



##### 



TozziniFreire Draft
December 10, 2010
 Section XXV  Other Provisions
  Section XXVI  Language
  11




---



##### 



TozziniFreire Draft
December 10, 2010
 IN WITNESS WHEREOF
  NOVELIS DO BRASIL LTDA.By:Name:Title: NOVELIS CORPORATIONBy:Name:Title: BANK OF AMERICA, N.A., as collateral agent under the Term Loan Credit AgreementBy:Name:Title: BANK OF AMERICA, N.A., as collateral agent under the Revolving Credit AgreementBy:Name:Title:  1:
    
    
    
    
    
    2:Name:
    
    
    
    

    Name:ID:
    
    
    
    

    ID:
 12




---



##### 



TozziniFreire Draft
 December 10, 2010
 Exhibit 1
 Basic Terms of the Secured Obligations
  1. Term Loan Credit Agreement 1
 a)
    
    Principal Amount
 2
 b)
    
    Termination
  c)
    
    Interest
     
 1
    
    All of the capitalized terms in this
section only will have the meanings ascribed to such terms in the Credit
Agreement, dated December 17, 2010 (as amended, restated, supplemented or
otherwise modified, the Term Loan Credit Agreement), entered into by and
among the Borrower, AV Metals Inc., the Subsidiary Guarantors, the Lenders
and the Administrative Agent (as the foregoing capitalized terms are
defined in the Term Loan Credit Agreement). In the event of any
discrepancy between this Exhibit 1 and the Term Loan Credit Agreement, the
terms of the Term Loan Credit Agreement shall govern and control.2
    
    Pursuant to the Term Loan Credit Agreement,
the Borrower is permitted to incur additional secured indebtedness under the
Term Loan Credit Agreement or other pari-pasu or subordinated credit
facilities, which would be subject to the terms of the Collateral Trust
Agreement. The terms of such additional indebtedness will be determined by the
Borrower and the lenders that become party to any credit agreement
memorializing such further extension of credit. 13




---



##### 



TozziniFreire Draft
December 10, 2010
 2. Revolving Credit Agreement 3
 a)
    
    Principal Amount
  b)
    
    Termination
  c)
    
    Interest
 Base Rate Loans Section 2.06(f)
 Eurocurrency Loans Section 2.06(f)
 EURIBOR Loans Section 2.06(f)
 Default Rate Sections 8.01(a), (b), (g) or (h)
 Interest Payment Dates Section 2.06
 
 3
    
    All of the capitalized terms in this
section only 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
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. 14




---



##### 



TozziniFreire Draft
December 10, 2010
  Interest Calculation
 Currency for Payment of Interest Section 2.06
 15




---



##### 



TozziniFreire Draft
December 10, 2010
 Exhibit 2
 Copy of all Pledged Intercompany Notes
  16




---



##### 



TozziniFreire Draft
December 10, 2010
 Exhibit 3
 Form of Power of Attorney
 NOVELIS DO BRASIL LTDA. th Grantor BANK OF AMERICA, N.A. 
     17




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TozziniFreire Draft
December 10, 2010
      
 NOVELIS DO BRASIL LTDA.Name:Title: 18




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EXHIBIT M-8
 
 
 BANK OF




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CONTENTS
 CLAUSE
    
    PAGE1. DEFINITIONS AND INTERPRETATION
    
    
    42. COVENANT TO PAY
    
    
    63. DECLARATION OF PLEDGE
    
    
    64. PERFECTION OF PLEDGE
    
    
    66. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
    
    
    87. COVENANTS
    
    
    118. POWER OF ATTORNEY
    
    
    129. ENFORCEMENT OF PLEDGE
    
    
    1210. EFFECTIVENESS OF SECURITY
    
    
    1311. PARTIAL ENFORCEMENT
    
    
    1512. COSTS AND EXPENSES
    
    
    1513. NOTICES
    
    
    1514. SUCCESSORS
    
    
    1615. LIABILITY
    
    
    1716. SEVERABILITY
    
    
    1717. NO WAIVER; CUMULATIVE REMEDIES
    
    
    1718. WAIVERS, AMENDMENTS
    
    
    1719. ASSIGNMENT
    
    
    1820. GOVERNING LAW
    
    
    1821. JURISDICTION
    
    
    18SCHEDULE 1
    
    
    21
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THIS PLEDGE AGREEMENT Pledge Agreement Agreement th
 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 (hereinafter, the
Pledgor); andAND
 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).
 Party Parties
  (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 the Term Loan Agreement, the Pledgor has guaranteed and will continue to
guarantee the Guaranteed Obligations (as defined in the Term Loan
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Agreement) in favour of the Secured Parties (as defined in the in the Term Loan Agreement),
in consideration for the Lenders to make extensions of credit to the Borrower in the form
of term loans upon the terms and subject to the conditions of the Term Loan 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 to make their respective
extensions of credit to the Borrower under the Term Loan Agreement and any other Loan
Documents, 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 Term Loan
Agreement, the Pledgor has agreed to enter into this Agreement and to perform the obligations
and take the actions described herein.
  1.
    
    DEFINITIONS AND INTERPRETATION1.1.
    
    Terms defined in the Term Loan 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.Discharge of Term Loan 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 Term Loan Agreement.
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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 Pledgors 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 Pledgors 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 Term Loan
Agreement.Secured Parties shall have the meaning ascribed to it in the Term Loan 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 Pledgors 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.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.
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2.
    
    COVENANT TO PAY
  3.
    
    DECLARATION OF PLEDGE3.1.
    
    The Pledgor hereby pledges, and the Pledgee, acting on behalf of the Secured Parties,
accepts, the Pledged Portfolio as continuing first 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 provisions of this Agreement are without prejudice to the provisions of the Term Loan
Agreement. In case of inconsistency, the provisions in the Term Loan Agreement shall prevail
and any permission provided in the Term Loan Agreement shall apply.3.4
    
    The Pledge so granted is a first ranking priority pledge.4.
    
    PERFECTION OF PLEDGE4.1.
    
    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 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:Pursuant to a First Priority Share Pledge Agreement dated December 17th, 2010
(the First Priority 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 first ranking priority
pledge, in favour of Bank of America, N.A.,
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acting on its own behalf and on behalf of the Secured Parties under the Term Loan Agreement
in order to secure the Secured Obligations (each capitalized term as defined in the First
Priority Share Pledge Agreement). The Shares (as defined in the First Priority Share Pledge
Agreement) may not be disposed of in any way 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 RIGHTS5.1.
    
    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 Term Loan
Agreement and any other Loan Documents. 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 Term Loan 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, none of the Pledgor shall, without the prior written consent of the Pledgee,
exercise any voting rights or otherwise in relation to the Shares. The Pledgor and the Company
undertakes 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.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 behalf of the
Secured Parties as defined in the Term Loan Agreement and any other Loan Documents, in
accordance with, and to the extent permitted by, the Law of 2005.
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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 each 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 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 UNDERTAKINGS6.1
    
    In addition to the representations set out in Article III of the Term Loan 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 first 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 Term Loan 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 such Pledgor under the Pledged Portfolio or the
rights of any of the Pledgee and the Secured Parties under this Agreement;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;
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6.1.5
    
    except as permitted under the Term Loan 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 Term Loan 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; or6.1.10.2
    
    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 or the Company is bound (unless such breach or
default is permitted under the Term Loan Agreement); or6.1.10.3
    
    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
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(unless such breach is permitted under the Term Loan Agreement); or6.1.10.4
    
    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, curateuror commissaireor 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 Term Loan Agreement, no event analogous to any of the
foregoing has occurred outside Luxembourg;6.1.14
    
    except as permitted under the Term Loan Agreement, no unsatisfied judgment is
outstanding against the Pledgor and the Company;6.1.15
    
    subject to any thresholds provided in the Term Loan 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 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 Term Loan
Agreement.
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7.
    
    COVENANTS
  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 Term Loan 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 Term Loan
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 Term Loan 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;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.
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8
    
    POWER OF ATTORNEYThe 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 PLEDGE9.1.
    
    Following the occurrence of an Event of Default, 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;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 behalf of the Secured Parties.
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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 Term Loan 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 SECURITY10.1.
    
    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 Term Loan Secured
Obligations.10.2.
    
    The Pledgor shall not be entitled to require the release of the Pledge until the Discharge
of Term Loan 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
Term Loan 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.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
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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 Term Loan Agreement or any other Loan Documents;10.7.2
    
    any failure to take, or to fully take, any security contemplated by the Term Loan
Agreement or any other Loan Documents or 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;
or10.7.4
    
    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.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 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.
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11.
    
    PARTIAL ENFORCEMENTThe 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 EXPENSESAll 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 Pledgors subject to and in accordance with the
provisions of the Term Loan Agreement.13.
    
    NOTICES13.1.
    
    Each notice or other communication to be given under this Agreement shall be given in
accordance with Section 11.1 of the Term Loan Agreement at the addresses set out below:
 To the Pledgor:Novelis Europe Holdings LimitedLatchford 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 2318with a copy to: General ManagerTo the Pledgee:Bank of America, N.A.
1455 Market Street
San Francisco, CA 94103
Attention: Bridgett Manduk
Phone: 415-436-1097
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Fax: 415-503-5011To 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 210cc: Novelis AGatt. Legal Department
Sternenfeldstrasse 19
CH  8700 Küsnacht ZH
Switzerland
Phone: +41 44 386 2150
Fax: +41 44 386 230914.
    
    SUCCESSORS14.1.
    
    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 Term Loan 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
Term Loan 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 Term Loan Agreement
and in particular of Clause 14.1 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 Term Loan
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.
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15.
    
    LIABILITYNeither 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.
    
    SEVERABILITYAny 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 REMEDIESNeither 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
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 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, AMENDMENTSNeither 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 or on behalf of the
Pledgee, and is otherwise in accordance with the terms of the Term Loan 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.
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19.
    
    ASSIGNMENTThe 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 LAWThis Agreement shall be governed by and be construed in accordance with Luxembourg law.21.
    
    JURISDICTIONWith 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 PROVISIONS22.1.
    
    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, 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 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, notwithstanding anything herein to the
contrary, the Term Loan Agreement, including Section 11.19 thereof, shall govern and control
the exercise of remedies by Collateral Agent.
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19




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The Pledgor:
  By:The Pledgee and Collateral Agent:

BANK OF AMERICA, N.A.By:Name:
    Christopher Kelly WallTitle:
    Managing DirectorThe Company:
NOVELIS LUXEMBOURG S.A.By: 20




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SCHEDULE 1
 VALUATION PRINCIPLES
  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 actionsor 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.
 passif
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NOVELIS LUXEMBOURG S.A.
AS PLEDGOR
 AND
 BANK OF AMERICA, N.A.
AS PLEDGEE AND COLLATERAL AGENT
 
 SECOND RANKING
ACCOUNT PLEDGE AGREEMENT
 
 www.ehp.lu




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CONTENTS
 CLAUSE
    
    PAGE1. DEFINITIONS AND INTERPRETATION
    
    
    42. PLEDGE
    
    
    53. PERFECTION OF PLEDGE
    
    
    64. RIGHTS OF THE PLEDGEE
    
    
    65. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
    
    
    66. COVENANTS
    
    
    97. POWER OF ATTORNEY
    
    
    98. ENFORCEMENT OF PLEDGE
    
    
    109. EFFECTIVENESS OF SECURITY
    
    
    1010. PARTIAL ENFORCEMENT
    
    
    1211. COSTS AND EXPENSES
    
    
    1212. NOTICES
    
    
    1213. SUCCESSORS
    
    
    1314. LIABILITY
    
    
    1315. SEVERABILITY
    
    
    1416. NO WAIVER; CUMULATIVE REMEDIES
    
    
    1417. WAIVERS, AMENDMENTS
    
    
    1418. ASSIGNMENT
    
    
    1519. GOVERNING LAW
    
    
    1520. JURISDICTION
    
    
    1521. CONFLICTING PROVISIONS
    
    
    15SCHEDULE 1
    
    
    18SCHEDULE 2
    
    
    19
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THIS ACCOUNT PLEDGE AGREEMENT Agreement th
 AMONG
 NOVELIS LUXEMBOURG S.A Pledgor
 AND
 BANK OF AMERICA, N.A. Pledgee Collateral Agent
 Party 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 the Term Loan Agreement, the Pledgor is required to become a Loan Party and
guarantee and provide collateral security for the Secured Obligations (as defined in Section
1.1 below) as consideration for the Loans previously made by the Lenders and as consideration
for the other agreements of the Lenders under the Term Loan Agreement and the other Loan
Documents.
 (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,
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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 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 Term Loan Agreement and any other
Loan Documents, the Pledgor shall have executed and delivered this Agreement to the Collateral
Agent.
 IT IS AGREED as follows:
 1.
    
    DEFINITIONS AND INTERPRETATION1.1.
    
    In this Agreement, terms defined in the Term Loan 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 Term Loan 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 Term Loan 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.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
 4




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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 Term Loan
AgreementSecured Parties shall have the meaning ascribed to it in the Term Loan 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.
    
    PLEDGE2.1.
    
    The Pledgor hereby pledges, and the Pledgee, acting on behalf of the Secured Parties,
accepts, the Pledged Assets 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.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 monies held thereon subject
to the provisions of the Term Loan 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.
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3.
    
    PERFECTION OF PLEDGE3.1.
    
    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) (substantially in 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 PLEDGEE4.1
    
    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 UNDERTAKINGS5.1.
    
    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:
 5.1.1
    
    it is the sole owner of, and has good and marketable title to, the Pledged
Assets;
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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 second 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 passuranking security except for the first ranking pledge made for the benefit of
the Pledgee under the First Ranking Account Pledge entered into on even date herewith
and any mandatory privileges preferred under applicable law or any lien permitted under
by and having priority under the Term Loan Agreement;5.1.3
    
    except as permitted under the Term Loan 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 Term Loan Agreement) exists on, over or with respect to the Pledged Account
and/or the Pledged Assets;5.1.5
    
    except as permitted under the Term Loan 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
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once the Pledge has been perfected in accordance with its terms (except 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 Term Loan
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; or5.1.10.2
    
    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; or5.1.10.3
    
    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; or5.1.10.4
    
    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, curateuror commissaireor 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
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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 cases 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 Term Loan
Agreement.6.
    
    COVENANTSThe 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 Secured Parties pursuant to
applicable law and this Agreement;6.2.
    
    except as permitted under the Term Loan Agreement and subject to the prior written consent of
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; and6.3.
    
    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 ATTORNEYThe 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
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out any obligation imposed on the Pledgor under this Agreement or (b) exercising any of the
rights conferred to the Pledgee 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 PLEDGE8.1.
    
    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 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 SECURITY9.1.
    
    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 Term Loan Secured
Obligations.9.2.
    
    The Pledgor shall not be entitled to require the release of the Pledge until the Discharge of
Term Loan 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
Term Loan 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
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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.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 Term Loan Agreement or any other finance document related thereto;9.7.2
    
    any failure to take, or to fully take, any security contemplated by the Term
Loan Agreement and any other Loan Documents 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; or9.7.4
    
    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) any
 11




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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 ENFORCEMENTThe 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 EXPENSESAll 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 Term Loan Agreement.12.
    
    NOTICESEach notice or other communication to be given under this Agreement shall be given in
accordance with Section 11.1 of the Term Loan Agreement at the addresses set out below:
 To the Pledgor:
 
 
 
 12




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To the Pledgee:
 Bank of America, N.A.
 13.
    
    SUCCESSORS13.1.
    
    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 Term Loan 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
Term Loan 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 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 each 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 Term Loan 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 Term Loan
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.
 13




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14.
    
    LIABILITYNeither 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 or wilful
misconduct of the relevant Pledgee or Secured Party, any and all joint liability being
excluded.15.
    
    SEVERABILITYAny 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 REMEDIESNeither 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 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 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, AMENDMENTSNeither 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 Term Loan 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.
 14




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18.
    
    ASSIGNMENTThe 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 13.2 shall apply mutatis mutandis.19.
    
    GOVERNING LAWThis Agreement shall be governed by and be construed in accordance with Luxembourg law.20.
    
    JURISDICTIONWith 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 PROVISIONS21.1.
    
    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, 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 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 Term Loan
Agreement, including Section 11.19 thereof, shall govern and control the exercise of remedies
by Collateral Agent.
  15




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Remainder of page intentionally left blank
 16




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SIGNATURE PAGE Second ranking account pledge
 The Pledgor:
  By:
 The Pledgee and Collateral Agent:
  By:Name:
    Christopher Kelly WallTitle:
    Managing Director




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SIGNATURE PAGE Second ranking account pledge
 SCHEDULE 1
  Deposit Accounts, Securities Accounts and Commodity Accounts
 TYPE OF
    
    
    
    BANK OROWNER
    
    ACCOUNT
    
    CURRENCY
    
    INTERMEDIARY
    
    ACCOUNT NUMBERS
    
    AddressNovelis Luxembourg S.A.
    
    Current Account
    
    EUR
    
    BGL-BNP Paribas SA
    
    
    
    BGL-BNP Paribas SA
50, boulevard
Kennedy L-2951
LuxembourgNovelis Luxembourg
S.A.
    
    Current Account
    
    USD
    
    BGL-BNP Paribas SA
    
    
    
    BGL-BNP Paribas SA
50, boulevard
Kennedy L-2951
LuxembourgNovelis Luxembourg
S.A.
    
    Current Account
    
    GBP
    
    BGL-BNP Paribas SA
    
    
    
    BGL-BNP Paribas SA
50, boulevard
Kennedy L-2951
LuxembourgNovelis Luxembourg SA
    
    Current Account
    
    EUR
    
    BGL-BNP Paribas SA
    
    
    
    BGL-BNP Paribas SA
50, boulevard
Kennedy L-2951
Luxembourg




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SIGNATURE PAGE Second ranking account pledge
 SCHEDULE 2
 
 
  
 
 
   Pledged Account 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 Term Loan
Agreement (as defined in the Account Pledge Agreement). Following the occurrence of an Event
of Default and the receipt from the Account Banks of notice of such occurrence from the
Plegee, 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.




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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 Pledgee and 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
 20




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any other agreement) over the Pledged Account or Pledged Assets and waives any 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.
  
    
   21




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
 22




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GUARANTEE
  Novelis Luxembourg SA
  BANK OF AMERICA, N.A.
  the Secured Parties
 
   th
 - 1 -




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INDEX
 1.
    
    DEFINITIONS AND INTERPRETATION
    
    - 4 -2.
    
    GUARANTEE
    
    - 4 -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
    
    - 10 -10.
    
    SEVERABILITY
    
    - 11 -11.
    
    WAIVERS AND MODIFICATIONS
    
    - 11 -12.
    
    COUNTERPARTS
    
    - 11 -13.
    
    LAW AND JURISDICTION
    
    - 11 -
 - 2 -




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Guarantee th
 (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);
  (2)
    
    Bank of America, N.A., acting for itself and in the name and on behalf of the Secured Parties
(as defined in the Term Loan Agreement referred to below) (the Collateral Agent).
  (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 the Term Loan Agreement, the Guarantor is required to become a Loan Party and
guarantee the Guaranteed Obligations (as defined in Section 1.1 below) as consideration for
the Term Loans made by the Lenders and as consideration for the other agreements of the
Lenders and the Agents under the Loan Documents.
 (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 (all those terms being defined in the Intercreditor
 - 3 -




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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 Term Loan Agreement, as further set forth in this Guarantee.
 1.
    
    DEFINITIONS AND INTERPRETATION1.1
    
    In this Guarantee:Business Day means one day on which the commercial banks in Luxembourg are open for normal
business transactions;Discharge of Term Loan Secured Obligations shall have the meaning ascribed to it in the
Intercreditor Agreement.Guaranteed Obligations shall have the meaning given to that term in Section 7.01 of the Term
Loan Agreement.1.2
    
    Unless defined otherwise herein, capitalized terms and expressions used herein shall have the
meaning ascribed to them in the Term Loan 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.2.
    
    GUARANTEE2.1
    
    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
 - 4 -




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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 Term Loan Agreement, the
Guarantor has agreed to provide the Collateral Agent with the Collateral represented by the
following Luxembourg security documents:
 
    
    a second ranking pledge over its bank accounts;
    
    a first ranking pledge over its intercompany 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 Term Loan 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 Term Loan Agreement and the Guarantor
expressly confirms that it fully understands and accepts such definition of the terms
Guaranteed Obligations used in this Guarantee.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
 - 5 -




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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 Term Loan 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.2.7
    
    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 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 Term Loan
Agreement;(ii)
    
    any default, failure or delay in the performance by the Loan Parties of the
 - 6 -




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Guaranteed Obligations;(iii)
    
    any waiver of or consent to departure from the provisions of, or any amendment
to this Guarantee, the Term Loan 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.
 2.9
    
    This Guarantee will be valid and will remain in full force until the Discharge of Term Loan
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
Term Loan 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 Term Loan 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 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 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 Term Loan Credit Agreement, including Section 11.19 thereof,
shall govern and control the exercise of remedies by Collateral Agent.
 - 7 -




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3.
    
    UP-STREAM AND CROSS-STREAM GUARANTEES: LIMITATION AND WITHHOLDING TAX3.1
    
    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,
andthe obligations secured by the Collateral granted by such Guarantor pursuant to the
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 propresmean 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 Loan Documents; and(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.
 Luxembourg
 - 8 -




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##### 



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 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 the other Loan Documents in order to allow for prompt payment
of such payments under this Guarantee or other Loan Documents, as applicable.4.
    
    GUARANTORS UNDERTAKINGS4.1
    
    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; and4.1.3
    
    not to create or allow to subsist any security interest, except as permitted under the Term
Loan 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.5.
    
    REPRESENTATIONS AND WARRANTIES5.1
    
    Without prejudice to the representations and warranties made under the Term Loan 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; and5.1.2
    
    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
 - 9 -




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.
 6.
    
    ASSIGNMENTS AND TRANSFERS6.1
    
    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 Term Loan 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 EXPENSESThe 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.
    
    NOTICESAll notices or other communications made or given in connection with this Guarantee shall be
made in accordance with Section 11.01 of the Term Loan 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 AGENTIf a successor of the Collateral Agent is appointed pursuant to the relevant
 - 10 -




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provisions of
the Term Loan 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.
    
    SEVERABILITYIf 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 MODIFICATIONSThis Guarantee may be terminated, amended or modified only specifically and in writing signed
by the parties hereto, or as otherwise provided in the Term Loan Agreement.12.
    
    COUNTERPARTSThis Guarantee may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument.13.
    
    LAW AND JURISDICTION13.1
    
    This Guarantee shall be governed by and construed in accordance with the substantive laws of
Luxembourg.
 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
Term Loan Agreement, provided that a legal action or proceeding under the Term Loan Agreement
is already pending before such court or a claim under the Term Loan Agreement is submitted
simultaneously with a claim in respect to this Guarantee to such court. By
 - 11 -




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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 -




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as Collateral Agent for itself and on behalf of the Secured Parties
 Date:By:Name:
    Christopher Kelly WallTitle:
    Managing Director - 13 -




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as Guarantor
 Date:By:Name:Title: - 14 -




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Exhibit M-9
 TERM LOAN 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




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TERM LOAN 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 Tyron Street, Charlotte,
North Carolina 28255, hereinafter referred to as Collateral Agent;
 Whereas :
 (A)
    
    The Canadian Borrower and the 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);(B)
    
    The Canadian Borrower and, inter alia, the Collateral Agent, entered into an intercreditor
agreement on December 17, 2010 (the Intercreditor Agreement);
 Term Loan Quota Pledge Agreement




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(C)
    
    The Collateral Agent acts in its capacity of agent for the Secured Parties and has the right
on its own behalf to claim any amounts owed to the Secured Parties, under the Term Loan Credit
Agreement;(D)
    
    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 and
together with the Term Loan Credit Agreement: the Credit Agreements);(E)
    
    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 this Agreement and the Intercreditor Agreement, the
provisions of the Intercreditor Agreement shall govern and control.
 An agreement on pledge 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
 Term Loan Quota Pledge Agreement




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Quotas), namely: (i) all rights to receive
dividends and any other form of revenue or
profit; and (ii) all voting rights;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:
    
    means the Bank of America, N. A.,
Charlotte, North Carolina (Charter No.
13044);Credit Agreements:
    
    has the meaning ascribed to it in the
recitals of this Agreement;Discharge of Term Loan
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 Term Loan 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.;
 Term Loan Quota Pledge Agreement




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Quota:
    
    means the quota with the nominal value of
5,000.00 representing 100% of the share
capital of the Madeira Guarantor;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 any Secured Party as defined in the
Term Loan Credit Agreement;Term Loan Borrowers:
    
    means Borrowers 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 Parties:
    
    means each and any Secured Party as defined
in the Term Loan Credit Agreement;Termination Date:
    
    means the date of the Discharge of Term
Loan 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.
 Term Loan Quota Pledge Agreement




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SECTION II
 Quota Pledge
 Clause 2
 (Pledges Over Quota and Canadian Borrower Credits)
 1.
    
    As security for the punctual payment of each and all of the Term Loan Secured Obligations up
to an amount of US$1,500,000,000.00, the Canadian Borrower hereby creates and grants in favour
of the Collateral Agent, for itself and for the benefit of the Term Loan 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 before the pledge, to the fullest extent
permitted by law, over the Quota created and granted on the present date in favour of the
Collateral Agent for the benefit of the Revolving 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 Term
Loan 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 Term Loan 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 Term Loan Secured Parties, a pledge, to the fullest
extent permitted by law, over the Canadian Borrower Credits, ranking before 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 Collateral Agent for its own benefit and for the benefit of the
Revolving 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
 Term Loan Quota Pledge Agreement




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discretion, treated either as supplementary capital contributions or converted into share
capital of the Madeira Guarantor.
 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 Term Loan 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 before the pledge, to the fullest extent permitted by law, over such
New Quota created and granted for the benefit of the Collateral Agent and the Revolving
Secured Parties for the punctual payment of each and all of the Revolving 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,
 Term Loan Quota Pledge Agreement




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failing which the Collateral Agent shall be entitled, in its sole discretion, to execute the
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, as applicable.
 Clause 5
 (Transformation of the Madeira Guarantor)
 1.
    
    In the event that the Madeira Guarantor is, subject to any consent required under the Term
Credit Agreement, as applicable, 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
 Term Loan Quota Pledge Agreement




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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
by the Collateral Agent in accordance with the terms of the Intercreditor Agreement 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 )
 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 of any Event of Default by whatever means available under the law
as the Collateral Agent may elect to ensure an expeditious payment of the Term Loan Secured
Obligations 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 the Canadian Borrower Credits be
vested in the Collateral Agent 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)
 Term Loan Quota Pledge Agreement




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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)
  Clause 9
 (Representations and Warranties of the Canadian Borrower)
  (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 for the registration of the pledges 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 those created under this Agreement (other than (i) the Existing
Pledges and (ii) such liens, claims, charges, or encumbrances concerning the Quota in
favour of the Collateral Agent, for the benefit of the Revolving Secured Parties and as
security for the Revolving 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;
 Term Loan Quota Pledge Agreement




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(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 Collateral Agent for the benefit of
the Revolving Secured Parties and as security for the Revolving Secured Obligations 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 Term Loan Credit Agreement)
 1.
    
    Notwithstanding anything herein to the contrary, the lien and security interests granted to
the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the
exercise of any rights 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 the Intercreditor Agreement and this Agreement, the provisions of the
Intercreditor Agreement shall govern and control to the fullest extent permitted by the
applicable law.
 Term Loan Quota Pledge Agreement




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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 Term Loan 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 shall control and
govern.3.
    
    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 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.
 Term Loan Quota Pledge Agreement




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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 12
 (Preservation of Security)
  Clause 13
 (Validity)
  Clause 14
 (Amendments)
  Clause 15
 (Remedies and Waivers)
  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.
 Term Loan Quota Pledge Agreement




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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 INC.
 randy.miller@novelis.com
  
  
 Term Loan Quota Pledge Agreement




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BANK OF AMERICA, N.A.
 
 Clause 17
 (Fees and Expenses)
  Clause 18
 (Assignment)
  Clause 19
 (Termination)
  Term Loan Quota Pledge Agreement




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Clause 20
 (Governing Law and Jurisdiction)
  Term Loan Quota Pledge Agreement




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NOVELIS INC.
 Term Loan Quota Pledge Agreement




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NOVELIS MADEIRA, UNIPESSOAL, LDA.
 Term Loan Quota Pledge Agreement




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BANK OF AMERICA, N.A., as Collateral Agent
 Term Loan Quota Pledge Agreement




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Appendix 1
 Registration of Pledges Over the Quota
 Part 1
 Registration of the Pledge Over Quota
 
 Collateral
Agent Secured Parties Term Loan Credit Agreement
 Secured Obligations Credit Agreement inter alia
  Term Loan Quota Pledge Agreement




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##### 



Appendix 2
 Power of Attorney Granted by the Canadian Borrower in favor of the Collateral Agent
     Novelis, INC. Canadian corporation number Mandante
 
 BANK OF AMERICA, N.A. national banking association Mandatário
 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 Term Loan Secured Obligations no
contrato denominado Term Loan Quota Pledge Agreement, celebrado em 17 de Dezembro de 2010,
pela Mandante e pelo Mandatário, entre outros (o Security Agreement).
 Term Loan Quota Pledge Agreement




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2.
    
    Constituir penhor ou ceder com escopo de garantia quaisquer créditos, presentes ou futuros,
decorrentes de suprimentos ou prestações suplementares prestados ou a prestar pela Mandante à
Sociedade (os Créditos) em garantia do montante total das Term Loan 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.
 Term Loan Quota Pledge Agreement




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##### 



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, 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.
   
 Novelis Inc.
 Term Loan Quota Pledge Agreement




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##### 



st
 Term Loan Quota Pledge Agreement




---



##### 



cessão com escopo de garantia" prestações
suplementares suprimentos
      Term Loan Quota Pledge Agreement




---



##### 



negócio consigo mesmo
   Term Loan Quota Pledge Agreement




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##### 



TERM LOAN ACCOUNT PLEDGE AGREEMENT
 between
 NOVELIS MADEIRA, UNIPESSOAL, LDA.
as the Madeira Guarantor
 and
 BANK OF AMERICA, N.A.
as Collateral Agent




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##### 



TERM LOAN 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 Term Loan 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 Borrower, and, inter alia, the
Madeira Guarantor and the Collateral Agent entered into a term loan credit agreement on
December 17, 2010 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the Term Loan Credit Agreement);(B)
    
    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;(C)
    
    The Borrower and, inter alia, the Collateral Agent entered into an intercreditor agreement on
December 17, 2010 (as amended, restated, amended and restated,
 - 1 -




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supplemented or otherwise modified from time to time, the Intercreditor Agreement);(D)
    
    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 Term
Loan Credit Agreement;(E)
    
    The Borrower and, inter alia, Bank of America, N.A., acting in its capacity as the collateral
agent (the Revolving 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 and jointly with the
Term Loan Credit Agreement referred to as Credit Agreements);(F)
    
    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; provided however, 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:
 - 2 -




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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;Borrower:
    
    means Novelis, Inc. as defined in the preamble;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 Term Loan Secured Obligations:
    
    has the meaning ascribed to it in
the Intercreditor Agreement;Event of Default:
    
    means any Event of Default as
defined in the Term Loan 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 Account:
    
    has the meaning ascribed to it in
the Intercreditor Agreement;Parties:
    
    means the parties to this Agreement
(each individually a Party);Revolving Credit Agreement:
    
    has the meaning ascribed to it in
the recitals to this Agreement;Revolving Secured Obligations:
    
    means the Secured Obligations as
defined in the Revolving Credit Agreement;
 - 3 -




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Revolving Secured Party:
    
    means any Secured Party as defined
in the Revolving Credit Agreement;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 Parties:
    
    means each and any Secured Party as
defined in the Term Loan Credit Agreement;Termination Date:
    
    means the date of Discharge of the
Term Loan 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 Term Loan Secured Obligations,
the Pledgor hereby creates and grants in favour of the Collateral Agent for its own benefit
and for the benefit of the Term Loan Secured Parties a pledge, up to an amount of
US$1,500,000,000.00, to the fullest extent permitted by law, over the Collection Account,
ranking after the pledge, to the fullest extent permitted by law, over the Collection Account
created and granted on the present date in favour of the Revolving Collateral Agent for the
benefit of the Revolving Secured Parties.
 - 4 -




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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 Term Loan
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 acknowledgment 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 Term Loan 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 Term Loan Secured Parties a pledge, to the
fullest extent permitted by law, over any bank account (other than a Net Cash Proceeds
Account) 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
Revolving Collateral Agent for its own benefit and for the benefit of the Revolving Secured
Parties for the punctual payment of each and all of the Revolving Secured Obligations.2.
    
    As security for the punctual payment of each and all of the Term Loan 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 Term Loan Secured Parties a pledge, to the
fullest extent permitted by law, over any Net Cash Proceeds Account 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
 - 5 -




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created and granted in favour of the Revolving Collateral Agent for its own benefit and for
the benefit of the Revolving Secured Parties for the punctual payment of each and all of
the Revolving 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 each of the Term Loan Credit Agreement and the Intercreditor
Agreement, as applicable.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 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.
 - 6 -




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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 Term Loan 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;(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
Revolving Collateral Agent as security for the
 - 7 -




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Revolving Credit Obligations as set forth in Clause 2.1 and Permitted Liens as
defined in the Term Loan Credit 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.
 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 Term Loan 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 Term Loan Secured
Obligations;
 - 8 -




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(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)
  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 created in favour of the Revolving Collateral
Agent as security for the Revolving Credit Obligations 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).
 - 9 -




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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)
  Clause 9
 (Validity)
  Clause 10
 (Amendments)
  - 10 -




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Clause 11
 (Remedies and Waivers)
  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 FunchalPortugalwith a copy to:Novelis Inc.3399 Peachtree Road NE , Suite 1500Atlanta, GA 30326Attention: General CounselTelecopier No.: (404) 814-4272
 [NB:VdA to confirm]
 - 11 -




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BANK OF AMERICA, N.A.
       Clause 13
 (Fees and Expenses)
  Clause 14
 (Assignment)
  Clause 15
 (Termination)
  Clause 16
 (Intercreditor Agreement)
 - 12 -




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##### 



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 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
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)
  - 13 -




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NOVELIS MADEIRA, UNIPESSOAL, LDA.
 - 14 -




---



##### 



BANK OF AMERICA, N.A.
 
 - 15 -




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##### 



SCHEDULE
1
 [Letterhead of Novelis Madeira, Unipessoal, Lda.]
 
 
 
   Retiring Revolver Collateral Agent Retiring Term Loan Collateral Agent Novelis
 Collection
Account
  - 16 -




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
 
  - 17 -




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##### 



Schedule 2  Power of Attorney granted by the Madeira Guarantor in favour of the Collateral Agent
     Novelis Madeira, Unipessoal, Lda. Mandante
 
 BANK OF AMERICA, N.A. national banking association Mandatário
 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 Term Loan Secured Obligations no contrato denominado Term Loan 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
 - 18 -




---



##### 



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.
   
 Novelis Madeira, Unipessoal, Lda.
 - 19 -




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st
     - 20 -




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negócio consigo mesmo
   - 21 -




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Exhibit M-10
 NOVELIS INC. (CANADA)
   BANK OF AMERICA, N.A.
   THE TERM LOAN SECURED PARTIES
   NOVELIS FOIL FRANCE S.A.S.
 NOVELIS PAE S.A.S.
 NOVELIS LAMINES FRANCE S.A.S.
   NOVELIS FOIL FRANCE S.A.S.
 NOVELIS PAE S.A.S.
  NOVELIS LAMINES FRANCE S.A.S.
 
 FIRST PRIORITY PLEDGES AGREEMENT
 ( ACTE DE NANTISSEMENT DE COMPTES TITRES DE PREMIER RANG )




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##### 



TABLE OF CONTENTS
 CLAUSE
    
    PAGE1. DEFINITION AND INTERPRETATION
    
    
    32. AGREEMENT TO PLEDGE
    
    
    73. CREATION OF THE PLEDGES
    
    
    74. VOTING RIGHTS AND CASH DISTRIBUTIONS
    
    
    85. REPAYMENT OR REDEMPTION OF PLEDGED SECURITIES
    
    
    96. TERM OF THE PLEDGES
    
    
    97. PLEDGORS REPRESENTATIONS AND UNDERTAKINGS
    
    
    98. COVENANT FOR FURTHER ASSURANCE
    
    
    149. REMEDIES UPON DEFAULT
    
    
    1410. EFFECTIVENESS OF COLLATERAL
    
    
    1511. EXPENSES, COSTS, TAXES AND INDEMNITY
    
    
    1612. CURRENCY CONVERSION
    
    
    1713. ASSIGNMENT
    
    
    1714. NOTICES
    
    
    1815. GOVERNING LAW
    
    
    1816. TERM LOAN CREDIT AGREEMENT GOVERNS
    
    
    1817. INTERCREDITOR AGREEMENT GOVERNS
    
    
    1818. JURISDICTION
    
    
    1819. ELECTION OF DOMICILE
    
    
    19Schedule 1 DETAILS OF THE PLEDGED ACCOUNTS
    
    
    21Schedule A DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS
    
    
    23Schedule A bis ATTESTATION DE NANTISSEMENT DE COMPTE TITRES
    
    
    29Schedule B DECLARATION DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS
    
    
    33Schedule B Bis ATTESTATION DE NANTISSEMENT DE COMPTE TITRES
    
    
    39Schedule C DECLARATION DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS
    
    
    43Schedule C bis ATTESTATION DE NANTISSEMENT DE COMPTE TITRES
    
    
    48Schedule D MODELE DE NOTIFICATION DE LA SURVENANCE DUN CAS DE DEFAUT AU TENEUR DU COMPTE ESPECES
    
    
    52
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FIRST PRIORITY PLEDGES AGREEMENT
 (ACTE DE NANTISSEMENT DE COMPTES TITRES DE PREMIER RANG)
 AMONG
 NOVELIS INC. Pledgor
 AND
 BANK OF AMERICA, N.A. French Collateral Agent
 AND
 THE TERM LOAN SECURED PARTIES
 AND
 EACH OF THE COMPANIES
 WHEREAS
  Parallel Debt
  2




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sûreté réelle Code Civil
 IT HAS BEEN AGREED AS FOLLOWS:
 1.
    
    DEFINITION AND INTERPRETATION1.1
    
    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 means an Event of Default as defined in the Term Loan Credit
Agreement.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.Governmental Authority has the meaning ascribed to it in the Term Loan Credit Agreement.
 3




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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 Term
Loan Credit Agreement.
 Loan Documents (Document de Crédit) has the meaning set forth in the Term Loan Credit
Agreement.Pledge means each first priority pledge (nantissement de premier 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.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.Second Priority Pledges means the Second Priority Pledges created over the Pledged
Accounts pursuant to the Second Priority Pledges Agreement.Second Priority Pledges Agreement means the Second 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 Revolving Credit Secured Parties and the Securities
Accounts Holders (as each of these capitalized terms is defined therein).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.
 4




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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.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).Term Loan Collateral Agent means the Term Loan Collateral Agent as defined in the
Intercreditor Agreement.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 (or Obligations Garanties) 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 (or Beneficiary or Bénéficiaires) means, collectively, the
Term Loan Secured Parties (as defined in the Intercreditor Agreement).1.2
    
    Terms defined in the Term Loan Credit AgreementUnless defined in this Agreement or the context otherwise requires, a term defined in the
Term Loan Credit Agreement, has the same meaning in this Agreement, as if all references in
such defined terms to the Term Loan Credit Agreement were a reference to this Agreement.1.3
    
    Construction1.3.1
    
    Unless a contrary indication appears any reference in this Agreement to:
 (a)
    
    a Term Loan 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
Term Loan 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;
 5




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(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 financiersas 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;(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 organisation;(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 Term Loan Credit Agreement by operation of law (in particular by virtue of a
fusionor 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 Term Loan 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 shall govern and control.1.3.5
    
    This Agreement is designated a Loan Document for the purposes of the Term Loan Credit
Agreement.
 6




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##### 



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 Term
Loan Credit Agreement and shall be interpreted and construed in accordance therewith.2.
    
    AGREEMENT TO PLEDGE2.1
    
    In order to secure the payment of the Term Loan Secured Obligations, the Pledgor hereby
agrees to grant in favor of the French Collateral Agent for the benefit of the Term Loan
Collateral Agent and the other Term Loan Secured Parties a first priority pledge (nantissement
de premier rang) of each Pledged Account. In accordance with the provisions of the
Intercreditor Agreement, each such pledge shall rank senior in right, priority, operation,
effect and all other aspects to the Second Priority Pledges of each relevant Pledge 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); and2.2.3
    
    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 PLEDGESOn 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.
 7




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##### 



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
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;3.1.4
    
    promptly deliver to the French Collateral Agent a Certificate of Pledge of those initially
Pledged Securities; and3.2
    
    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; and3.2.2
    
    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
Securities Account and the Pledged Securities is reflected in the relevant Companys register
of shareholders.4.
    
    VOTING RIGHTS AND CASH DISTRIBUTIONS4.1
    
    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 French Collateral Agent 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 DistributionsUntil 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 DefaultFor 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 Term
 8




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##### 



Loan 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 DefaultUpon 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 SECURITIESAny amounts resulting from the repayment or redemption of any Pledged Securities permitted
under the Term Loan 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 Term Loan Secured Obligations (as defined in the
Intercreditor Agreement). At the request of the Pledgor 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 Assets under the Term Loan Credit Agreement, the French Collateral Agent
is authorized to release such collateral under this Agreement.
 7.
    
    PLEDGORS REPRESENTATIONS AND UNDERTAKINGS7.1
    
    RepresentationsThe Pledgor makes the following representations and warranties to the French Collateral
Agent and the Term Loan Secured Parties and acknowledges that
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##### 



the French Collateral Agent
and the Term Loan 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.
 7.1.3
    
    Binding ObligationsSubject 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 Term Loan Collateral Agent and
the other Term Loan Secured Parties over the relevant Pledged Account and Pledged Assets to
secure the Term Loan Secured Obligations.7.1.4
    
    First Priority PledgesEach of the Pledges creates a pledge ranking above the rights that any other Person
(including the Revolving Credit Claimholders (as defined in the Intercreditor Agreement)
under the Second Priority Pledges) may have over the relevant Pledged Assets and the
proceeds of any sale of the relevant Pledged Securities, save for statutorily preferred
exceptions.7.1.5
    
    Non-conflict with other obligationsThe 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
 10




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(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.
 7.1.6
    
    No ClaimsNo 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 AssetsIt is the sole owner of all the Pledged Assets and, except for the Second 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 and the Intercreditor Agreement).7.1.8
    
    Shares fully paid upThe 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 SharesThere 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
    
    AuthorizationsSave 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.
 7.1.11
    
    No limitations to transferability of the Pledged Securities
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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 Second 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) orclauses 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 TaxesIt 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
    
    RepetitionThe representations set out in Clauses 7.1.1 (Status) to 7.1.13 (Deduction of Taxes) 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 Term Loan Credit
Agreement.7.2
    
    Undertakings7.2.1
    
    Authorizations
 The Pledgor shall promptly:
 (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.
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##### 



7.2.2
    
    Disposals and Negative PledgeThe 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
Second Priority Pledges or as otherwise permitted under this Agreement, 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 PercentageThe 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 upIn 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 Company which it subscribes, as
and when requested to do so by the appropriate shareholders meeting resolution decision.7.2.5
    
    ClaimsThe Pledgor shall take all necessary steps to defend its rights in respect of the Pledged
Assets against any claim or demand of any person in order to protect the rights of the
French Collateral Agent and the other Term Loan 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 AccountsThe 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
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##### 



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 ASSURANCEThe 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
Term Loan Secured Parties provided by or pursuant to this Agreement or by law,8.2
    
    facilitate the realization of any of the Pledged Assets, 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 purto 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
habilitéto 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 DEFAULT9.1
    
    Exercise of their rights by the French Collateral AgentAt any time after an Event of Default has occurred, and in accordance with the terms of the
Intercreditor Agreement, the French Collateral Agent, acting for its own account and for
the account and on behalf of the Term Loan 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;
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(b)
    at any time after all or part of the Term Loan 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 article L.
211-20 of the Code monétaire et financierand 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 Term Loan Secured Obligations.
 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 discretionaryThe French Collateral Agent, acting on its behalf and on behalf of the Term Loan Secured
Parties, and in accordance with 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 other Term Loan 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 Term Loan Secured
Parties, may elect at its choice not to exercise the rights conferred upon it and the other
Term Loan 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 COLLATERAL10.1
    
    No WaiverNo failure to exercise, nor any delay in exercising, on the part of the French Collateral
Agent or the Term Loan Secured Parties, any right, power or remedy of the French Collateral
Agent or the Term Loan 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 Term Loan Secured Parties provided by this Agreement or by
law.
 15




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10.2
    
    Illegality, Invalidity, UnenforceabilityIf, 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 securityThe 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 Term Loan Secured Parties to
secure all or part of the Term Loan Secured Obligations. The French Collateral Agent and
the Term Loan 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 Term Loan Secured Obligations.10.4
    
    Amendment to Term Loan Secured ObligationsThe Pledges secure the Term Loan Secured Obligations as amended from time to time by any
amendment agreement to the Term Loan Credit Agreement, including where such amendment
relates to the amount of credit extended pursuant to the Term Loan 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 INDEMNITY11.1
    
    ExpensesThe Pledgor shall promptly pay the French Collateral Agent and the Term Loan 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 Term Loan 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 Term Loan
Secured Parties in connection with: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; and11.2.3
    
    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.
 16




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11.3
    
    TaxesThe 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 Term Loan 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
    
    IndemnityThe Pledgor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the French Collateral Agent and the Term Loan 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 CONVERSIONFor the purpose of or pending the discharge of any of the Term Loan Secured Obligations and
subject to the provisions of the applicable Credit Agreement, the French Collateral Agent
and the Term Loan 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 Term Loan Secured Partys spot rate of exchange for the time being for
obtaining such other currency with the first currency.13.
    
    ASSIGNMENT13.1
    
    Permitted SuccessorsThis Agreement shall be binding upon and shall inure to the benefit of each party and its
direct or subsequent successors.13.2
    
    DisclosureThe French Collateral Agent and the Term Loan 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 Term Loan 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
    
    NovationIn case of a novation (novation) of the Term Loan Secured Obligations, the Term Loan Credit
Agreement or any other Loan Document, the Term Loan 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
 17




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and effect in favor of the French Collateral Agent for the
benefit of the Term Loan Secured Parties or any successor.
 14.
    
    NOTICESEach communication to be made under or in connection with this Agreement shall be made in
accordance with Clause 11.01 (Notices) of the Term Loan Credit Agreement.15.
    
    GOVERNING LAWThis Agreement is governed by French law.16.
    
    TERM LOAN CREDIT AGREEMENT GOVERNSIn 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, 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 shall govern and
control.17.
    
    INTERCREDITOR AGREEMENT GOVERNSNotwithstanding anything herein to the contrary, the liens and security interests granted
in favor of the French Collateral Agent for the benefit of the Term Loan Secured Parties
pursuant to this Agreement and the exercise of any right or remedy by the French Collateral
Agent and the Term Loan 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 Credit Agreement,
including Article X thereof, shall govern and control the exercise of the remedies by the
French Collateral Agent.18.
    
    JURISDICTIONFor the benefit of the French Collateral Agent and the Term Loan 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 18 is for the benefit of the
French Collateral Agent and the Term Loan Secured Parties only. As a result, the French
Collateral Agent and the Term Loan 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 Term Loan Secured Parties may take
concurrent proceedings in any number of jurisdictions. The parties agree that the French
courts are the most appropriate
 18




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and convenient courts to settle disputes and accordingly no
party will argue to the contrary.
 19.
    
    ELECTION OF DOMICILEWithout 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.
 19




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NOVELIS INC.  The Pledgor
 
 BANK OF AMERICA, N.A., as
French Collateral Agent
 
 NOVELIS FOIL FRANCE S.A.S.  A Securities Account Holder
 
 NOVELIS PAE S.A.S.  A Securities Account Holder
 
 NOVELIS LAMINES FRANCE S.A.S.  A Securities Account Holder
 
 20




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SCHEDULE 1
 DETAILS OF THE PLEDGED ACCOUNTS
 (A) Securities Accounts
 PercentageRepresentedNumber of
    
    (into the issued
    
    
    
    IdentificationSecurities
    
    share capital
    
    Securities
    
    Number ofon Each
    
    of the
    
    Account
    
    SecuritiesCompanies
    
    Account
    
    Company)
    
    Holders
    
    AccountsNovelis 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 quaterNovelis 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 quaterNovelis Laminés France
S.A.S., a French société
par actions simplifiée
unipersonnellewith
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
 21




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(B)
    
    Cash Accounts
 CorrespondingIdentification
    
    pledgedCash Account
    
    
    
    number of the
    
    SecuritiesHolder
    
    Address
    
    Cash Account
    
    AccountCommerzbank 
Aktiengesellschaft,Succursale de Paris
    
    3 place de lOpéra,
BP 442, 75002 Paris
    
    
    
    Novelis Foil France
S.A.S./ # 6 quaterCommerzbank 
Aktiengesellschaft,Succursale de Paris
    
    3 place de lOpéra,
BP 442, 75002 Paris
    
    
    
    Novelis PAE S.A.S./
#13 quaterCommerzbank 
Aktiengesellschaft,Succursale de Paris
    
    3 place de lOpéra,
BP 442, 75002 Paris
    
    
    
    Novelis Laminés
France S.A.S. / #
30 quater
 22




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SCHEDULE A
 DECLARATION DE NANTISSEMENT DE COMPTE TITRES FINANCIERS
  1.
    
    Constituant du NantissementNOVELIS INC.,une société de droit Canadien relevant du « Canada Business Corporations Act
», constitue un nantissement de premier rang sur le compte titres décrit ci-dessous, selon
les termes et conditions de lacte de nantissement de comptes titres de premier rang
intitulé First Priority Pledges Agreementsigné 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 (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) (lActe de Nantissement de Premier
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 nantissement prévu à larticle L.
211-20 du Code monétaire et financier
 (a)
    
    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
 23




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4.
    
    Titres financiers définis par larticle L. 211-1 II du Code monétaire et financier
initialement inscrits dans le compte spécial constitué en nantissement
 -
    
    Nature : actions-
    
    Forme : nominative-
    
    Nombre : 5.502.500
 5.
    
    BénéficiairesLAgent des Prêteurs (Administrative Agent), lAgent des Sûretés Français (French
Collateral Agent), chaque autre Agent (Agent), les Prêteurs (Lenders), tout autre
représentant, mandataire ou délégué (Delegate, Receiver),et toute Banque de Couverture
Garantie (Secured Hedge Provider) remplissant les conditions figurant dans la Convention de
Prêt à Terme (telle que définie ci-dessous), ainsi que toute autre personne désignée en
tant que Secured Party en vertu de la Convention de Prêt à Terme (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 (Term Loan Secured Obligations) dans lActe de Nantissement de
Premier Rang, dun montant en principal de 1.500.000.000 USD (un milliard cinq cent
millions de dollars américains), tel quajusté de temps à autres en application de la
Convention de Prêt à Terme définie ci-dessous, augmenté des intérêts, intérêts de retard,
commissions, frais et accessoires, du Constituant envers les Bénéficiaires (Term Loan
Secured Parties)au titre dune convention de crédit intitulée Credit Agreementconclue en
date du 17 décembre 2010 (telle quamendée, complétée ou modifiée de temps à autre) entre,
inter alia,NOVELIS INC., en tant quEmprunteur (Borrower), AV METALS INC., les Filiales
Garantes (Subsidiary Guarantors), les Prêteurs (Lenders), BANK OF AMERICA, N.A., en tant
quAgent des Prêteurs (Administrative Agent) et Agent des Sûretés (Collateral Agent), les
personnes agissant chacune en tant quAgent (Agent), et MERRILL LYNCH, PIERCE, FENNER AND
SMITH INCORPORATED et J.P. MORGAN SECURITIES LLC en tant quArrangeurs (Joint Lead
Arrangers), en ce compris les autres documents financiers (Loan Documents) prévus par cette
convention (la Convention de Prêt à Terme); et, sans duplication,
 (b) toutes les obligations de paiement, quelles quelles soient, du Constituant envers
lAgent des Sûretés du Prêt à Terme (Term Loan Collateral Agent), au titre de la clause
11.24 (Parallel Debt) de la Convention de Prêt à Terme, 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.
 24




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NOVELIS INC.
représentée par :
 
 25




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Translation for information purposes only
 STATEMENT OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT
 Code
monétaire et financier
 1.
    
    PledgorNOVELIS INC., a company formed under the Canadian Business Corporations Act (the
Pledgor), hereby grants a first priority pledge over the special securities account
described below pursuant to the terms and conditions of the First 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 Term Loan Secured Parties as beneficiaries of the First
Priority Pledges and bank of America, N.A., as French Collateral Agent, acting on its
behalf as Beneficiary and for the account and on behalf of the Term Loan Secured Parties
(the First Priority Securities Account Pledge Agreement).
 2.
    
    Issuing Company
 NOVELIS FOIL FRANCE S.A.S., a société par actions simplifiée unipersonnellewhose
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)
    
    Securities account
 -
    
    Account Holder: the Issuing Company-
    
    Account number: 6 quater
 (b)
    
    Cash account
 -
    
    Cash account holder: Commerzbank Aktiengesellschaft, Succursale de Paris-
    
    Account number:
 26




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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.
    
    Beneficiaries
 The French Collateral Agent, the Administrative Agent, any Receiver or Delegate, each other
Agent, the Lenders and, subject to the conditions set forth in the Term Loan Credit
Agreement, each Secured Hedge Provider, and any other Person which is or becomes a Secured
Party, within the meaning of the Term Loan Credit Agreement.6.
    
    Term Loan Secured Obligations
 (a) All the payment obligations described as the Term Loan Secured Obligations in the
First Priority Pledges Agreement, being USD 1,500,000,000 (one billion five hundred
millions US Dollars) in principal (as adjusted from time to time in accordance with the
provisions of the Term Loan Credit Agreement defined below), plus interest, interest for
late payment, fees, costs and expenses and any other sums owed by the Pledgor to the Term
Loan Secured Parties under that certain credit agreement dated as of December 17, 2010,
among, inter alia, the Loan Parties party thereto, the lenders party thereto and BANK OF
AMERICA, N.A., as administrative agent and as collateral agent for the Term Loan Secured
Parties, the other agents party thereto, and MERRILL LYNCH, PIERCE, FENNER AND SMITH
INCORPORATED and J.P. MORGAN SECURITIES LLC as joint lead arrangers, as amended, restated,
supplemented or modified from time to time, and the other Loan Documents (the Term Loan
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 Term Loan Collateral Agent under clause 11.24 (Parallel Debt) of the
Term Loan Credit Agreement, including all costs, charges and expenses incurred by the Term
Loan 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.
 27




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NOVELIS INC.
represented by:
 
 28




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SCHEDULE A BIS
 ATTESTATION DE NANTISSEMENT DE COMPTE TITRES
  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 de titres financiers signée
le [-] 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 de titres financiers fait lobjet dun nantissement de premier rang en faveur de
lAgent des Sûretés Français (French Collateral Agent) pour le compte des Bénéficiaires (Term
Loan Secured Parties) en garantie des Obligations Garanties (Term Loan Secured Obligations)
telles que définies dans lacte de nantissement de comptes titres de premier rang intitulé
First Priority Pledges Agreementsigné 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 (Term Loan Secured Parties) 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) (lActe de Nantissement de Premier Rang) et porte mention expresse dudit nantissement
de premier 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 second rang
inscrit en faveur des bénéficiaires identifiés dans un acte de nantissement de comptes
dinstruments financiers de second 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 (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).
 29




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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 Premier 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, devront être versés sur le compte bancaire spécial visé dans la
Déclaration de Nantissement ;-
    
    le Constituant nest pas autorisé à disposer des titres 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.
   Novelis Foil France S.A.S.
   
  30




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Translation for information purposes only
 CERTIFICATE OF PLEDGE OVER A SECURITIES ACCOUNT
 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 securities account signed on December
[-], 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 securities account is subject to a first priority pledge in favor of the French
Collateral Agent for the benefit of the Term Loan Secured Parties as security for the Term
Loan Secured Obligations as defined in the First 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 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 (the First Priority Pledges Agreement) and that
the First Priority Pledges is expressly mentioned on that account;
 1.3
    
    no other security interest is registered on the securities mentioned in the Statement of
Pledge at the date hereof, save the Second Priority Pledge registered in favor of the
Revolving Credit Secured Parties identified in the Second Priority Pledges Agreement dated as
of December 17, 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 on its behalf as Beneficiary and for the account
and on behalf of the Revolving Credit 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 First Priority Pledges
Agreement and we also acknowledge that:
 31




---



##### 



-
    
    all interests and dividends paid in cash in respect of the 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 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.
   Novelis Foil France S.A.S.
  
  32




---



##### 



SCHEDULE B
 DECLARATION DE NANTISSEMENT DE COMPTE DE TITRES
FINANCIERS
  1.
    
    Constituant du NantissementNOVELIS INC., une société de droit Canadien relevant du « Canada Business Corporations Act
», constitue un nantissement de premier rang sur le compte dinstruments financiers décrit
ci-dessous, selon les termes et conditions de lacte de nantissement de comptes
dinstruments financiers de premier rang intitulé First Priority Pledges Agreementsigné 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 (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)
(lActe de Nantissement de Premier Rang).
 2.
    
    Société EmettriceNOVELIS PAE S.A.S., une société par actions simplifiée, 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 Nantissement 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 ter
 (b)
    
    Compte espèces pour les fruits et produits
 -
    
    Teneur de compte : Commerzbank Aktiengesellschaft, Succursale de Paris-
    
    Numéro de compte :
 33




---



##### 



4.
    
    Titres financiers définis par larticle L. 211-1 II du Code monétaire et financier
initialement inscrits dans le compte spécial constitué en nantissement
 -
    
    Nature : actions-
    
    Forme : nominative-
    
    Nombre : 8.000
 5.
    
    BénéficiairesLAgent des Prêteurs (Administrative Agent), lAgent des Sûretés (Collateral Agent), chaque
autre Agent (Agent), les Prêteurs (Lenders), tout autre représentant, mandataire ou délégué
(Delegate, Receiver),et toute Banque de Couverture Garantie (Secured Hedge Provider)
remplissant les conditions figurant dans la Convention de Prêt à Terme (telle que définie
ci-dessous), ainsi que toute autre personne désignée en tant que Secured Party en vertu
de la Convention de Prêt à Terme 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 (Term Loan Secured Obligations) dans lActe de Nantissement de
Premier Rang, dun montant en principal de 1.500.000.000 USD (un milliard cinq cent
millions de dollars américains), tel quajusté de temps à autres en application de la
Convention de Prêt à Terme définie ci-dessous, augmenté des intérêts, intérêts de retard,
commissions, frais et accessoires, du Constituant envers les Bénéficiaires (Term Loan
Secured Parties) au titre dune convention de crédit intitulée Credit Agreementconclue en
date du 17 décembre 2010 (telle quamendée, complétée ou modifiée de temps à autre) entre,
inter alia, NOVELIS INC., en tant quEmprunteur (Borrower), AV METALS INC., les Filiales
Garantes (Subsidiary Guarantors), les Prêteurs (Lenders) Bank of America, N.A., en tant
quAgent des Prêteurs (Administrative Agent) et Agent des Sûretés (Collateral Agent), les
personnes agissant chacune en tant quAgent (Agent), et MERRILL LYNCH, PIERCE, FENNER AND
SMITH INCORPORATED et J.P. MORGAN SECURITIES LLC en tant quArrangeurs (Joint Lead
Arrangers), en ce compris les autres documents financiers (Loan Documents) prévus par cette
convention (la Convention de Prêt à Terme) et, sans duplication,
 (b) toutes les obligations de paiement, quelles quelles soient, du Constituant envers
lAgent des Sûretés du Prêt à Terme (Term Loan Collateral Agent), au titre de la clause
11.24 (Parallel Debt) de la Convention de Prêt à Terme, 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.
 34




---



##### 



NOVELIS INC.
 représentée par :
 
 35




---



##### 



Translation for information purposes only
 STATEMENT OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT
 Code
monétaire et financier
 1.
    
    Pledgor
 NOVELIS INC. Pledgor First
Priority Pledge Agreement
 2.
    
    Issuing Company
 NOVELIS PAE S.A.S. société par actions simplifiée unipersonnelle
 3.
    
    Details concerning the special account set up for the pledge as required by article L.
211-20-4 of the French Financial and Monetary Code
 (a)
    
    Securities account
 -
    
    Account Holder: the Issuing Company
 -
    
    Account number: 13 ter
 (c)
    
    Cash account
 -
    
    Cash account holder: Commerzbank Aktiengesellschaft, Succursale de Paris-
    
    Account number:
 36




---



##### 



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.
    
    Beneficiaries
  6.
    
    Term Loan Secured Obligations
 inter alia
 Parallel Debt
 37




---



##### 



NOVELIS INC.
represented by:
  38




---



##### 



SCHEDULE B BIS
 ATTESTATION DE NANTISSEMENT DE COMPTE TITRES
  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 dinstruments 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 ter ouvert au nom du
Constituant sur nos livres (le Compte Nanti) ;
 1.2
    
    ledit compte dinstruments financiers fait lobjet dun nantissement de premier rang en
faveur de lAgent des Sûretés Français (French Collateral Agent) pour le compte des
Bénéficiaires (Term Loan Secured Party) en garantie des Obligations Garanties (Term Loan
Secured Obligations) telles que définies dans lacte de nantissement de comptes dinstruments
financiers de premier rang intitulé First Priority Pledges Agreementsigné le [-] 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 (Term Loan Secured Parties) 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),(lActe de Nantissement de Premier Rang) et
porte mention expresse dudit nantissement de premier 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 second rang
inscrit en faveur des bénéficiaires identifiés dans un acte de nantissement de comptes
dinstruments financiers de second rang signé le [-] 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 (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).
 39




---



##### 



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 Premier 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 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.
   Novelis PAE S.A.S.
    40




---



##### 



Translation for information purposes only
 CERTIFICATE OF PLEDGE OVER A SECURITIES ACCOUNT
 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 securities account signed on December
[-], 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 ter opened in our books in the
name of the Pledgor (the Pledged Account);
 1.2
    
    the said securities account is subject to a first priority pledge in favor of the French
Collateral Agent and for the benefit of the Term Loan Secured Parties as security for the Term
Loan Secured Obligations as defined in the First 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
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 (the First Priority Securities Account Pledge
Agreement) and that the First Priority Pledges is expressly mentioned on that account;
 1.3
    
    no other security interest is registered on the securities mentioned in the Statement of
Pledge at the date hereof, save the Second Priority Pledge registered in favor of the
Revolving Credit Secured Parties identified in the Second Priority Pledges Agreement dated as
of 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 on its behalf as Beneficiary and for the account
and on behalf of the Revolving Credit 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 First Priority Pledges
Agreement and we also acknowledge that:
 41




---



##### 



-
    
    all interests and dividends paid in cash in respect of the 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 instruments 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.
   Novelis PAE S.A.S.
    42




---



##### 



SCHEDULE C
 DECLARATION DE NANTISSEMENT DE COMPTE DE TITRES FINANCIERS
  1.
    
    Constituant du Nantissement
 NOVELIS INC. Canada Business Corporations Act First Priority Pledges Agreement Term Loan Secured
Parties French Collateral Agent Acte de Nantissement de Premier Rang
 2.
    
    Société Emettrice
 NOVELIS LAMINES FRANCE S.A.S.
 3.
    
    Eléments didentification du compte spécial constitué en nantissement 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 :
 43




---



##### 



4.
    
    Titres financiers définis par larticle L. 211-1 II du Code monétaire et financier
initialement inscrits dans le compte spécial constitué en nantissement
 -
    
    Nature : actions-
    
    Forme : nominative-
    
    Nombre : 200.000
 5.
    
    Bénéficiaires
 Administrative Agent ollateral Agent Agent Lenders Delegate, Receiver), Secured Hedge Provider Secured Party
 6.
    
    Obligations Garanties
 Term Loan Secured Obligations Term Loan
Secured Parties Credit Agreement inter alia Borrower Subsidiary Guarantors Lenders Administrative Agent Collateral Agent Agent Joint Lead
Arrangers Loan Documents
 Term Loan Collateral Agent Parallel Debt Loan Documents
 44




---



##### 



NOVELIS INC.

représentée par :
  45




---



##### 



Translation for information purposes only
 STATEMENT OF PLEDGE OVER A FINANCIAL SECURITIES ACCOUNT
 Code
monétaire et financier
 1.
    
    Pledgor
 NOVELIS INC. Pledgor First Priority
Securities Account Pledge Agreement
 2.
    
    Issuing Company
 NOVELIS LAMINES FRANCE S.A.S. société par actions simplifiée unipersonnelle
 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)
    
    Securities account
 -
    
    Account Holder: the Issuing Company
 -
    
    Account number: 30 quater
 (d)
    
    Cash account
 -
    
    Cash account holder: Commerzbank Aktiengesellschaft, Succursale de Paris-
    
    Account number:
 46




---



##### 



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.
    
    Beneficiaries
  6.
    
    Term Loan Secured Obligations
  Parallel Debt
   NOVELIS INC.
represented by:
  47




---



##### 



SCHEDULE C BIS
 ATTESTATION DE NANTISSEMENT DE COMPTE TITRES
  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 dinstruments 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 dinstruments financiers fait lobjet dun nantissement de premier rang en
faveur de lAgent des Sûretés Français (French Collateral Agent) et pour le compte des
Bénéficiaires (Term Loan Secured Parties) en garantie des Obligations Garanties (Term Loan
Secured Obligations) telles que définies dans lacte de nantissement de comptes dinstruments
financiers de premier rang intitulé First Priority Pledges Agreementsigné 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 (Term Loan Secured Parties) en tant que
Bénéficiaires des nantissements de premier rang et Bank of America, N.A., agissant pour son
compte en tant que Bénéficiaires, et au nom et pour le compte des Bénéficiaires en tant
quAgent des Sûretés Français (French Collateral Agent),(l"Acte de Nantissement de Premier
Rang) et porte mention expresse dudit nantissement de premier 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 second rang
inscrit en faveur des bénéficiaires identifiés dans un acte de nantissement de comptes
dinstruments financiers de second 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 (Revolving Credit Secured Parties) agissant en tant
que bénéficiaires des nantissement 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).
 48




---



##### 



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 Premier 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 instruments 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.
   Novelis Laminés France S.A.S.
    49




---



##### 



Translation for information purposes only
 CERTIFICATE OF PLEDGE OVER A SECURITIES ACCOUNT
 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 securities account signed on December
[-] 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 quater opened in our books in the
name of the Pledgor (the Pledged Account);
 1.2
    
    the said securities account is subject to a first priority pledge in favor of the French
Collateral Agent and for the benefit of the Term Loan Secured Parties as security for the Term
Loan Secured Obligations as defined in the First 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
Term Loan Secured Parties as beneficiaries of the First Priority Pledges, and Bank of America,
N.A., acting on its behalf as beneficiaries and for the account and on behalf of the Term Loan
Secured Parties as French Collateral Agent (the First Priority Securities Account Pledge
Agreement) and that the First Priority Pledges is expressly mentioned on that account;
 1.3
    
    no other security interest is registered on the securities mentioned in the Statement of
Pledge at the date hereof, save the Second Priority Pledges registered in favor of the
Revolving Credit Secured Parties identified in the Second Priority Pledges Agreement dated as
of 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 on its behalf as Beneficiary and for the account
and on behalf of the Revolving Credit 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.
 50




---



##### 



3.
    
    We hereby acknowledge receipt of the Statement of Pledge and the First Priority Pledges
Agreement and we also acknowledge that:
 -
    
    all interests and dividends paid in cash in respect of the 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 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.
   Novelis Laminés France S.A.S.
    51




---



##### 



SCHEDULE D
 MODELE DE NOTIFICATION DE LA SURVENANCE DUN CAS DE DEFAUT AU TENEUR DU COMPTE ESPECES
  -
    
    Déclaration de nantissement de compte de titres en date du 17 décembre 2010 (la
Déclaration de Nantissement).-
    
    Compte bancaire spécial n° [ ] quater ouvert dans vos livres (le Compte
Espèces).
  1.
    
    Nous nous référons à lacte de nantissement de comptes titres de premier rang intitulé First
Priority Pledges Agreementsigné 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 Émettrice et Teneur de
Compte, les parties financières (Term Loan Secured Parties) en tant que Bénéficiaires des
nantissement 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) (lActe de Nantissement de Premier 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 Premier Rang.3.
    
    Nous vous notifions la survenance dun Cas de Défaut (Event of Default) au titre des
Obligations Garanties (Term Loan Secured Obligations) en vertu de lActe de Nantissement de
Premier 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.
 
 
  52




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##### 



Translation for information purposes only
 FORM OF NOTIFICATION OF THE OCCURRENCE OF AN EVENT OF DEFAULT TO THE CASH ACCOUNT HOLDER
 Succursale de Paris
 -
    
    Statement of Pledge over a securities account dated December [-], 2010 (the
Statement of Pledge).
 -
    
    Cash Account no. [ ] quater opened in your books (the Cash Account).
  1.
    
    We refer to the First 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 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 Beneficiaries as
French Collateral Agent (the First 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 Term Loan
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.
 
 
  53




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##### 



December 17, 2010
 AMONG
 NOVELIS PAE S.A.S.
as Guarantor
 BANK OF AMERICA, N.A.
as Term Loan Collateral Agent and Beneficiary
 and
 THE TERM LOAN SECURED PARTIES
 as Beneficiaries
 
 FIRST DEMAND GUARANTEE
 ( Garantie A Premiere Demande )




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##### 



INDEX
 1. DEFINITIONS AND INTERPRETATION
    
    
    22. GUARANTEE
    
    
    43. GUARANTEE UNCONDITIONAL
    
    
    44. CONTINUING GUARANTEE
    
    
    55. REINSTATEMENT
    
    
    56. SUBROGATION; SUBORDINATION
    
    
    57. REPRESENTATIONS AND WARRANTIES
    
    
    58. GUARANTEE LIMITATION
    
    
    69. ENFORCEMENT
    
    
    710. CERTIFICATE
    
    
    711. MISCELLANEOUS
    
    
    712. NOTICES
    
    
    813. SUCCESSORS AND ASSIGNS
    
    
    814. CURRENCY
    
    
    815. COSTS, EXPENSES, TAXES AND INDEMNITY
    
    
    816. INTERCREDITOR AGREEMENT GOVERNS
    
    
    817. DURATION
    
    
    918. GOVERNING LAW AND JURISDICTION
    
    
    9
 i




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##### 



THIS AGREEMENT IS MADE BY AND AMONG:
 1.
    
    NOVELIS PAE S.A.S., a French société par actions simplifiée unipersonnellehaving 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 Term Loan Collateral Agent on its own behalf and for the account and on behalf of the Term
Loan Secured Parties (as each of these terms is defined below);AND
 3.
    
    THE TERM LOAN SECURED PARTIES(as defined below) (including 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 terms is defined below), represented by the Term Loan
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 Guarantor 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 Term Loan Credit Agreement, it is a condition precedent to the availability
of the facilities under the Term Loan Credit Agreement that the Guarantor as security for the
due performance of the Term Loan Secured Obligations (as defined below) provides a guarantee
for the benefit of the Term Loan Collateral Agent and the other Term Loan Secured Parties.




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##### 



(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 INTERPRETATION1.1
    
    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 Term Loan Collateral Agent, and(ii)
    
    the other Term Loan Secured Parties.
 Event of Default has the meaning ascribed to it in the Term Loan 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 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 has the meaning ascribed to it in the Term Loan Credit Agreement.
 2




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##### 



Term Loan 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 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
Guarantor 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).
 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 Term Loan 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 Term Loan 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 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.
 3




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##### 



(g)
    
    This Agreement is designated a Loan Document for the purposes of the Term Loan 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 Term Loan Secured Obligations from time to time owing to the Term Loan Collateral
Agent and the other Term Loan Secured Parties by any Loan Party under any Loan Document
(including any Hedging Agreement entered into with a counterparty that is a Term Loan
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 Term Loan Collateral Agent, for the benefit of the Term Loan Collateral
Agent and the other Term Loan 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:
 (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
 4




---



##### 



(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 Term Loan
Collateral Agent and the other Term Loan Secured Parties on demand for all reasonable costs
and expenses (including reasonable fees of counsel) incurred by the Term Loan Collateral
Agent and the other Term Loan 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 Term Loan Collateral Agent and the other
Term Loan 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
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
Term Loan Credit Agreement shall be subordinated to Term Loan Secured Obligations in a
manner reasonably satisfactory to the Term Loan Collateral Agent.7.
    
    REPRESENTATIONS AND WARRANTIES
 The Guarantor hereby represents and warrants to the Term Loan Collateral Agent and the other
Beneficiaries that:
 5




---



##### 



(a)
    
    the Guarantor is a société par actions simplifiéeduly 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 sauvegardeor
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 hocmandate) 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 commerceand/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 commerceor 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 Term Loan 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 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 tantothe outstanding amount of the inter-company
loans due by the Guarantor under the inter-company loan arrangements referred to above.
 6




---



##### 



(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 Term Loan
Collateral Agent, immediately pay to the Term Loan Collateral Agent the monies in respect of
which such default shall have occurred.10.
    
    CERTIFICATE
 A certificate by an officer of the Term Loan Collateral Agent as to (i) the amounts of
principal or interest under the Term Loan 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 Term Loan Collateral
Agent and the other Term Loan Secured Parties, 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.
 7




---



##### 



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 Term Loan 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 Term Loan Secured Parties (including their successors and
assigns under the Term Loan 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 Term Loan 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
Beneficiaries rights under this Agreement and the Guarantee, all in accordance with the terms
of the Term Loan Credit Agreement.
 (b)
    
    The Guarantor shall, notwithstanding any release or discharge of all or any part of the
security, indemnify the Term Loan 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 Term Loan Collateral Agent and the other
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 Term Loan Collateral Agent hereunder
are subject to the provisions of the Intercreditor Agreement.
 8




---



##### 



17.
    
    DURATION
 The Guarantee created pursuant to this Agreement shall remain in force until the earlier of
the following dates: (i) the date of the occurrence of the Discharge of Term Loan Secured
Obligations (as defined in the Intercreditor Agreement) or (ii) the date on which the Term
Loan Collateral Agent shall release the Guarantee.18.
    
    GOVERNING LAW AND JURISDICTION18.1
    
    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 Term Loan 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 Term
Loan Collateral Agent and the other Beneficiaries only. As a result, nothing in this Clause
shall limit the right of the Term Loan 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 Term Loan
Collateral Agent and the other Beneficiaries may take concurrent proceedings in any number
of jurisdictions.
 [ LEFT INTENTIONALLY BLANK ]
 9




---



##### 



NOVELIS PAE S.A.S.,
The Guarantor
 
 BANK OF AMERICA, N.A., as
Term Loan Collateral Agent




---



##### 



Exhibit N
Form of Opinion of Company Counsel
N/A




---



##### 



EXHIBIT O
 SOLVENCY CERTIFICATE
   Credit Agreement
 Signature Page Follows
 EXHIBIT O-1




---



##### 



In Witness Whereof
 NOVELIS CORPORATIONBy:Name:Title:NOVELIS PAE CORPORATIONBy:Name:Title:NOVELIS, INC.By:Name:Title:NOVELIS UK LTDBy:Name:Title: EXHIBIT O-2




---



##### 



NOVELIS AGBy: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 PARTNERSHIPBy:
    4260848 CANADA INC.Its: General PartnerBy:Name:Title:NOVELIS BRAND LLCBy:Name:Title: EXHIBIT O-3




---



##### 



NOVELIS SOUTH AMERICA HOLDINGS LLCBy:Name:Title:ALUMINUM UPSTREAM HOLDINGS LLCBy:Name:Title:NOVELIS EUROPE HOLDINGS LIMITEDBy:Name:Title:NOVELIS DEUTSCHLAND GMBHBy:Name:Title:NOVELIS SWITZERLAND SABy:Name:Title: EXHIBIT O-4




---



##### 



NOVELIS TECHNOLOGY AGBy:Name:Title:AV METALS INC.By:Name:Title:NOVELIS DO BRASIL LTDA.By:Name:Title:NOVELIS SERVICES LIMITEDBy:Name:Title:NOVELIS MADEIRA, UNIPESSOAL, LDABy:Name:Title:NOVELIS LUXEMBOURG S.A.By:Name:Title:NOVELIS PAE S.A.S.By:Name:Title: EXHIBIT O-5




---



##### 



Present when the Common Seal ofNOVELIS ALUMINIUM HOLDING COMPANY
was hereunto affixed in the presence of:Name:Title:Name:Title: NOVELIS ACQUISITIONS LLCBy: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]
 INTERCOMPANY BORROWER Intercompany Jurisdiction Borrower INTERCOMPANY LENDER Type of Entity Intercompany Lender
Jurisdiction Lender Term Loan Maturity Date Maturity Date ________________ Section 1
 Intercreditor Agreement Parent
Borrower Holdings
 Revolving
Credit Subordination Agreement
 Term Loan
Subordination Agreement Subordination Agreements




---



##### 



Revolving Credit CICO Agreement
 Term Loan CICO Agreement CICO Agreements
 Loan . Advances
 Interest . 1 2 3 4
 Code Monétaire et Financier 5
 disposizioni in materia di usura Section 2
 
 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




---



##### 



6
 article 1907
Belgian Civil Code 1907 bis Belgian Civil
Code article 1154 Belgian
Civil Code Belgian Civil Code 7
 [Interest Act (Canada). Interest Act Interest Act
 Criminal Interest Rate Criminal Code first Section 2 Section 347 Criminal Code
 Criminal Code
 
 6
    
    Insert for Italian borrower.7
    
    Insert for Belgian borrower. 3




---



##### 



Section 2 Criminal Code 8
 Payments; Record of Debt. 9 provided
 Waivers .
 Event of Default. Event of Default
    provided Section 8.01(g) (h) Section 8.01(g) (h) clause (c) Stammkapital 10
 
 8
    
    Insert for Canadian borrower.9
    
    Insert for U.S. borrower.10
    
    Insert for German borrower 4




---



##### 



article 556 Belgian Companies Code 11
 Governing Law. Intercompany Borrower Jurisdiction
 Amendments .
 Expenses.
 No Set Off.
 Taxes. Taxes Section 10
 
 11
    
    Insert for Belgian SA/NV or SCA/CVA borrower 5




---



##### 



Other
Taxes
 Section 10
 clause (c)
  Section 10
 Section 10
 Judgment Currency. Currency Currency
 Currency
 6




---



##### 



Currency Currency
 Currency Other Currency Currency Currency Other Currency Conversion Date
 Currency
 Submission to Jurisdiction; Service of Process. forum non conveniens .
 Process Agent
 7




---



##### 



Section 11.01 Section 11.01
 Section 12
 Pledge of Note.
 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 .
 Notices. Section 11.01
 8




---



##### 



Severability.
 Conflicts. concert
 [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:




---



##### 



EXHIBIT Q
 SECURED HEDGE PROVIDER JOINDER
 
 NOVELIS  Secured Hedge Provider Joinder
    (i)
    
    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), by and
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 (Holdings), 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 as Collateral
Agent, and the other parties party thereto; and(ii)
    
    the Intercreditor Agreement, dated as of December 17, 2010 (as amended,
restated, supplemented, modified or replaced from time to time, the Intercreditor
Agreement), by and among the 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
Acquisitions LLC, a Delaware limited liability company, Novelis North America Holdings
Inc., a Delaware corporation, Novelis UK Ltd, a limited liability company incorporated
under the laws of England and Wales with registered number 00279596, Holdings, the
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) and as collateral agent for the Revolving Credit Claimholders (as defined in
the Intercreditor Agreement), the Administrative Agent, and 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.
 Appointment




---



##### 



Applicable Loan Documents
 Joinder [ describe applicable Hedging
Agreement ] Hedge Agreement
 Ratification genehmigt
     Severability
 Counterparts pdf




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Notices
 Governing Law




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[INSERT NAME OF NEW
SECURED HEDGE PROVIDER]By:Name:Title:




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BANK OF AMERICA, N.A.,
as Administrative Agent and as Collateral AgentBy:Name:Title: