##### 



Exhibit
10.3




---



##### 



TABLE OF CONTENTS
 I.
    
    Definitions
    
    
    21.1
    
    Defined Terms
    
    
    21.2
    
    Terms Generally
    
    
    18II.
    
    Lien Priorities
    
    
    192.1
    
    Relative Priorities
    
    
    192.2
    
    Prohibition on Contesting Liens
    
    
    192.3
    
    No New Liens
    
    
    192.4
    
    Similar Liens and Agreements
    
    
    202.5
    
    German Real Estate
    
    
    20III.
    
    Enforcement
    
    
    213.1
    
    Exercise of Remedies  Restrictions on the Term Loan Agents and the other Term Loan Claimholders
    
    
    213.2
    
    Exercise of Remedies  Restrictions on the Revolving Credit Agents and the other Revolving Credit Claimholders
    
    
    243.3
    
    Exercise of Remedies  Collateral Access Rights
    
    
    283.4
    
    Exercise of Remedies  Intellectual Property Rights/Access to Information/Use of Equipment
    
    
    303.5
    
    Exercise of Remedies  Set Off and Tracing of and Priorities in Proceeds
    
    
    30IV.
    
    Payments
    
    
    314.1
    
    Application of Proceeds
    
    
    314.2
    
    Payments Over in Violation of Agreement
    
    
    324.3
    
    Application of Payments
    
    
    33V.
    
    Other Agreements
    
    
    335.1
    
    Releases
    
    
    335.2
    
    Insurance
    
    
    355.3
    
    Amendments to Revolving Credit Loan Documents and Term Loan Documents; Refinancings; Legending Provisions
    
    
    365.4
    
    Bailee or Agency for Perfection
    
    
    395.5
    
    When Discharge of Revolving Credit Obligations and Discharge of Term Loan Obligations Deemed to Not Have Occurred
    
    
    42VI.
    
    Insolvency or Liquidation Proceedings
    
    
    426.1
    
    Finance and Sale Issues
    
    
    426.2
    
    Relief from the Automatic Stay
    
    
    446.3
    
    Adequate Protection
    
    
    446.4
    
    Avoidance Issues
    
    
    466.5
    
    Reorganization Securities
    
    
    466.6
    
    Post-Petition Interest
    
    
    466.7
    
    Waiver  Section 1111(b)(2) Issues
    
    
    46
   (i)




---



##### 



6.8
    
    Asset Dispositions in an Insolvency or Liquidation Proceeding
    
    
    476.9
    
    Additional Section 363 and Section 364 Matters
    
    
    476.10
    
    Effectiveness in Insolvency or Liquidation Proceedings
    
    
    486.11
    
    Separate Grants of Security and Separate Classification
    
    
    48VII.
    
    Reliance; Waivers; Etc.
    
    
    497.1
    
    Reliance
    
    
    497.2
    
    No Warranties or Liability
    
    
    497.3
    
    No Waiver of Lien Priorities
    
    
    497.4
    
    Obligations Unconditional
    
    
    51VIII.
    
    Miscellaneous
    
    
    518.1
    
    Conflicts; No Additional Rights
    
    
    518.2
    
    Effectiveness; Continuing Nature of this Agreement; Severability
    
    
    518.3
    
    Amendments; Waivers
    
    
    528.4
    
    Information Concerning Financial Condition of Holdings, the Borrowers and their Respective Subsidiaries
    
    
    528.5
    
    Subrogation
    
    
    538.6
    
    SUBMISSION TO JURISDICTION; WAIVERS
    
    
    548.7
    
    Notices
    
    
    558.8
    
    Further Assurances
    
    
    558.9
    
    Governing Law
    
    
    558.10
    
    Binding Effect on Successors and Assigns and on Claimholders and Term Loan Agents
    
    
    558.11
    
    Specific Performance
    
    
    568.12
    
    Headings
    
    
    568.13
    
    Counterparts
    
    
    568.14
    
    Authorization
    
    
    568.15
    
    No Third Party Beneficiaries
    
    
    568.16
    
    Provisions Solely to Define Relative Rights
    
    
    568.17
    
    Marshalling of Assets
    
    
    578.18
    
    Joinder of Additional Grantors
    
    
    578.19
    
    Agent for Service of Process
    
    
    57
   (ii)




---



##### 



INTERCREDITOR AGREEMENT
 INTERCREDITOR AGREEMENT Canadian
Borrower Novelis Corporation Novelis PAE Novelis Finances Novelis South Aluminum Upstream U.S. Borrowers U.K. Borrower Swiss Borrower Borrowers Borrower Holdings Subsidiary Guarantors Guarantors Guarantor Revolving Credit Administrative Agent Section 1 Revolving Credit Collateral Agent Revolving Credit Funding Agent Revolving Credit Canadian Administrative Agent Revolving Credit Canadian Funding Agent Revolving
Credit Agents Term Loan Administrative Agent Term Loan Collateral Agent Term Loan Agents Section 8.10
 RECITALS
 Revolving Credit
Agreement




---



##### 



Term Loan
Agreement
   AGREEMENT
  I. DEFINITIONS.
 Defined Terms
 Access Period Section 3.3(b) th
 Accounts
 Account Agreements
 
 2




---



##### 



Affiliate
 Agents
 Agreement
 Aluminum Upstream
 Bankruptcy Code
 Bankruptcy Law
 Board of Directors
 Business Day
 Canadian Borrower
 Chattel Paper
 Claimholders
 Collateral
 Closing Date
 Comparable Revolving Credit Security Document
 
 3




---



##### 



Comparable Term Loan Security Document
 Control Controlled
 Copyrights
 Deposit Accounts
 DIP Financing Section 6.1
 Discharge of Revolving Credit Obligations Section 5.5
    
 4




---



##### 



Section 8.2 Section 6.4
 Discharge of Term Loan Obligations Section 5.5
     Section 8.2 Section 6.4
 Disposition Section 5.1(b)
 
 5




---



##### 



Enforcement provided however Section 8.01
 Enforcement Notice
 Enforcement Period
 Equipment
 
 6




---



##### 



Equity Interests
 5-25 Limitation
 Financing Transactions
 General Intangibles
 German Assignment Agreements
 German Receivables Assignments
 German Guarantors
 Governmental Authority
 Grantors
 
 7




---



##### 



Guarantor
 Hedging Agreements
 Hedging Obligations
 Holdings
 Indebtedness
 Insolvency or Liquidation Proceeding
      provided Section 3.3 Section 6
 Instruments
 Intellectual Property
 
 8




---



##### 



Intellectual Property Licenses
 Intercompany Notes of Subsidiaries
 Intercreditor Agreement Joinder Exhibit
A
 Inventory
 Italian Pledge Agreement
 Korea Share Pledge Agreement
 Letter of Credit
 Letter of Credit Rights
 Lien
 
 9




---



##### 



Modifications Modify Modified
 Mortgaged Premises
 Net Cash Proceeds Accounts
 New Agent Section 5.5
 New Debt Notice Section 5.5
 New York UCC
 Novelis Corporation
 Novelis Finances
 Novelis PAE
 Novelis South
 
 10




---



##### 



Obligations
 Patents
 Person
 Pledged Collateral Section 5.4(a)
 Post-Petition Interest
 Real Estate Asset
 Real Property
 Receivables Purchase Agreement inter alia
 Records
 Recovery Section 6.4
 Refinance
 
 11




---



##### 



Refinanced Refinancing
 Revolving Commitments
 Revolving Credit Administrative Agent
 Revolving Credit Agent
 Revolving Credit Agreement
 Revolving Credit Canadian Administrative Agent
 Revolving Credit Canadian Funding Agent
 Revolving Credit Claimholders
 Revolving Credit Collateral Agent
 Revolving Credit Default
 Revolving Credit Funding Agent
 Revolving Credit General Intangibles
 Revolving Credit Lenders
 Revolving Credit Loan Documents
 
 12




---



##### 



Revolving Credit Obligations
 Revolving Credit Priority Collateral provided however Section
3.5
 
 13




---



##### 



Revolving Credit Qualified Counterparty
 Revolving Credit Security Documents
 Revolving Credit Standstill Period Section
3.2(a)(1)
 Securities Accounts
 Stock of Subsidiaries
 Subsidiary parent
 
 14




---



##### 



Subsidiary Guarantors
 Subsidiary Stock
 Swiss Borrower
 Swiss Security Agreement
 Swiss Stock and IP Security Agreement
 Term Loan Administrative Agent
 Term Loan Agents
 Term Loan Agreement
 Term Loan Claimholder
 Term Loan Collateral Agent
 Term Loan Default
 Term Loan Documents
 
 15




---



##### 



Term Loan General Intangibles
 Term Loan Lenders
 Term Loan Lien
 Term Loan Mortgages
 Term Loan Obligations
 
 16




---



##### 



Term Loan Priority Collateral
 Term Loan Qualified Counterparty
 Term Loan Security Documents
 Term Loan Standstill Period Section
3.1(a)(1)
 Trademarks
 Trade Secrets and Other Proprietary Rights
   17




---



##### 



Treasury Services Agreement
 UCC
 U.K. Borrower
 U.S. Borrowers
 Terms Generally
        18




---



##### 



II. LIEN PRIORITIES.
 Relative Priorities
   Prohibition on Contesting Liens Sections 2.1 3.1 3.2
 No New Liens
   19




---



##### 



Section 2.3 Section 2.1 Section 2.3 Section 4.2
 Similar Liens and Agreements Section 8.8 Section 5.3
   German Real Estate
   20




---



##### 



III. ENFORCEMENT.
 Exercise of Remedies  Restrictions on the Term Loan Agents and the other Term Loan
Claimholders
  provided however Term Loan Standstill Period provided further however
  Section 3.1(c)
   21




---



##### 



provided
 provided however Section 2
  provided
     22




---



##### 



Section 3.1(a)(1)
  Sections 3.1(a) 6.3(c)(1) Section 3.1(c)
 Sections 3.1(a) 3.1(c) 6.3(c)(1)
     23




---



##### 



Sections 3.1(a) 3.1(d) 3.5 provided however
  Exercise of Remedies  Restrictions on the Revolving Credit Agents and the other
Revolving Credit Claimholders
    24




---



##### 



provided however Section 3.3 Section 3.4 Revolving Credit Standstill Period provided further however Section 3.3
  Section 3.2(c)
 provided
    25




---



##### 



provided however Section 2
  provided
       26




---



##### 



Section 3.2(a)(1)
  Sections
3.2(a) 3.3 6.3(c)(2) Section 3.2(c)
 Sections 3.2(a) 3.2(c) 3.3 6.3(c)(2)
      27




---



##### 



Sections 3.2(a) 3.2(d) 3.5 provided however
  Exercise of Remedies  Collateral Access Rights
 Sections 3.1 3.2
    28




---



##### 



Section 3.3(b)
 Section 3.3 Section 3.3
 Section 3.3
   29




---



##### 



Exercise of Remedies  Intellectual Property Rights/Access to Information/Use of
Equipment
 provided further
  Exercise of Remedies  Set Off and Tracing of and Priorities in Proceeds Section 4.3 provided
 
 30




---



##### 



provided however
 IV. PAYMENTS.
 Application of Proceeds
  
 31




---



##### 



Section 2.5
 Payments Over in Violation of Agreement Section 2.3
 
 32




---



##### 



Application of Payments
 V. OTHER AGREEMENTS.
 Releases
 Section 3.1
 Section 3.2
 Disposition
 
 33




---



##### 



Section 5.1 Section 5.1
 Section 5.1
 
 34




---



##### 



Section 5.1
 Insurance
 Section
4.2
  
 35




---



##### 



Section 4.2
  Amendments to Revolving Credit Loan Documents and Term Loan Documents; Refinancings;
Legending Provisions
  provided Section
5.1
 
 36




---



##### 



provided Section 5.1
 provided however
   
 37




---



##### 



[ ] [ ] [ ] INTERCREDITOR
AGREEMENT HOLDINGS
 
 38




---



##### 



Section 5.3
 Bailee or Agency for Perfection
 Pledged Collateral Section 5.4 Section 5.4 Section 5.4
 
 39




---



##### 



Section 5.4 Section 5.4
   
 40




---



##### 



Section 5.4 Section 5.4 Section 5.4
 Section 5.4
 first second
 first second
  
 41




---



##### 



When Discharge of Revolving Credit Obligations and Discharge of Term Loan Obligations Deemed to
Not Have Occurred New Debt
Notice New Agent
 VI. INSOLVENCY OR LIQUIDATION PROCEEDINGS.
 Finance and Sale Issues
  
 42




---



##### 



DIP Financing Section 6.3
  
 43




---



##### 



Section 6.3
 Relief from the Automatic Stay
 Section 3.3
 Section 3.3
 Adequate Protection
       Section 6.3
 
 44




---



##### 



Section 2.1
 Section 2.1
 Section 6.1
 
 45




---



##### 



Avoidance Issues Recovery
 Reorganization Securities
 Post-Petition Interest
   Waiver  Section 1111(b)(2) Issues
 
 46




---



##### 



Asset Dispositions in an Insolvency or Liquidation Proceeding
  provided Section 6.8(b)
 Additional Section 363 and Section 364 Matters
 provided
 
 47




---



##### 



provided
 Effectiveness in Insolvency or Liquidation Proceedings
 Separate Grants of Security and Separate Classification
 
 48




---



##### 



VII. RELIANCE; WAIVERS; ETC.
 Reliance
 No Warranties or Liability
 No Waiver of Lien Priorities
 
 49




---



##### 



Section 5.3
     
 50




---



##### 



Obligations Unconditional
      VIII. MISCELLANEOUS.
 Conflicts; No Additional Rights provided
 Effectiveness; Continuing Nature of this Agreement; Severability
 
 51




---



##### 



Section 5.5 Section 6.4
 Section 5.5 Section 6.4
 Amendments; Waivers
 Information Concerning Financial Condition of Holdings, the Borrowers and their Respective
Subsidiaries
 
 52




---



##### 



Subrogation
 provided however
 provided however
 
 53




---



##### 



SUBMISSION TO JURISDICTION; WAIVERS
 ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO MAY
BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF
NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY:
 (1) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND
VENUE OF
SUCH COURTS;
 (2) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
 (3) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT
ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 8.7 (OR IN THE CASE OF ANY GRANTOR,
TO ITS AGENT SPECIFIED IN SECTION 8.19 ); AND
 (4) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (3) ABOVE IS SUFFICIENT
TO CONFER
PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT,
AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.
 EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO
THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 8.6(b) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
 
 54




---



##### 



MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
 EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
REVOLVING CREDIT LOAN DOCUMENT, TERM LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.
 Notices
 Further Assurances
 Governing Law
 Binding Effect on Successors and Assigns and on Claimholders and Term Loan Agents
 
 55




---



##### 



Specific Performance
 Headings
 Counterparts
 Authorization
 No Third Party Beneficiaries
 Provisions Solely to Define Relative Rights Section 5.4
 
 56




---



##### 



Marshalling of Assets
 Joinder of Additional Grantors
 Agent for Service of Process
 Remainder
of  page intentionally left blank
   57




---



##### 



REVOLVING CREDIT AGENTS
ABN AMRO BANK N.V., as Revolving Credit
Administrative Agent, and in such capacity, as
authorized representative of the Revolving Credit
ClaimholdersBy:

/s/
James MoyesName:
    James
L. MoyesTitle:

Managing
DirectorBy:

/s/
Jeroen WestrikName:
    Jeroen
B. WestrikTitle:

Vice
PresidentABN AMRO BANK N.V., ACTING THROUGH ITS CANADIAN BRANCH, as Revolving Credit Canadian Funding Agent
and as Revolving Credit Canadian Administrative
Agent, and in such capacity, as authorized
representative of the Revolving Credit ClaimholdersBy:

/s/
Lawrence MaloneyName:

Lawrence J. MaloneyTitle:
    Country
Executive  CanadaBy:

/s/
Michael QuinnName:
    Michael
D. QuinnTitle:
    Vice
PresidentLASALLE BUSINESS CREDIT, LLC, as Revolving Credit Funding Agent and as Revolving Credit Collateral
Agent and in such capacity as authorized
representative of the Revolving Credit ClaimholdersBy:

/s/ Steve FriedlanderName:
    Steve FriedlanderTitle:
    S.V.P.[NOTICE ADDRESS]
LaSalle Business Credit, LLC
135 South LaSalle Street, Suite 425
Chicago, IL 60603
Attention: Account Officer
Telecopier No. : (312) 904-6450




---



##### 



TERM LOAN AGENTS
UBS AG, STAMFORD BRANCH, as Term Loan Administrative Agent and Term Loan Collateral Agent, and in such
capacities, as authorized representative of the Term
Loan ClaimholdersBy:

/s/
Mary E. EvansName:
    Mary E. EvansTitle:

Associate
DirectorBy:

/s/
David JulieName:
    David
B. JulieTitle:

Associate
Director[NOTICE ADDRESS]

UBS AG, Stamford Branch
677 Washington Boulevard
Stamford, Connecticut 06901
Attention: Christopher Gomes
Telecopier No.: (203) 719-3180
Email: Christopher.Gomes@UBS.com




---



##### 



ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE:

NOVELIS INC., as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:
    Vice
President and TreasurerNOVELIS CORPORATION, as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:

Authorized
SignatoryNOVELIS PAE CORPORATION, as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:

Authorized
SignatoryNOVELIS FINANCES USA LLC, as a GrantorBy:

/s/
Orville
LunkingName:
    Orville
G. LunkingTitle:

Authorized
SignatoryNOVELIS SOUTH AMERICA HOLDINGS LLC, as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:
    Vice
President and Treasurer




---



##### 



ALUMINUM UPSTREAM HOLDINGS LLC, as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:
    Vice
President and TreasurerNOVELIS UK LIMITED, as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:

Authorized
SignatoryNOVELIS AG, as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:

Authorized
SignatoryNOVELIS CAST HOUSE TECHNOLOGY LTD., as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:

Authorized
Signatory4260848 CANADA INC., as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:

Authorized
Signatory4260856 CANADA INC., as a Grantor




---



##### 



By:

/s/
Orville LunkingName:
    Orville LunkingTitle:

Authorized
SignatoryNOVELIS NO. 1
LIMITED PARTNERSHIP, as a Grantor
by its general partner,
4260848 Canada Inc.By:

/s/
Orville LunkingName:
    Orville LunkingTitle:

Authorized
SignatoryNOVELIS EUROPE HOLDINGS LTD., as a GrantorBy:

/s/
Orville LunkingName:
    Orville LunkingTitle:

Authorized
SignatoryNOVELIS SWITZERLAND SA, as a GrantorBy:

/s/
Orville LunkingName:
    Orville LunkingTitle:

Authorized
SignatoryNOVELIS TECHNOLOGY AG, as a GrantorBy:

/s/
Orville LunkingName:
    Orville LunkingTitle:

Authorized
Signatory




---



##### 



AV ALUMINUM INC., as a GrantorBy:

/s/
Orville LunkingName:
    Orville
G. LunkingTitle:

Authorized
Signatory




---



##### 



NOVELIS DEUTSCHLAND GMBH, as a GrantorBy:

/s/
Gottfried WeindlName:
    Gottfried WeindlTitle:

Managing
Director




---



##### 



NOVELIS DO BRASIL LTDA., as a GrantorBy:

/s/
Tadeu NardocciName:
    Antonio
Tadeu Coelho NardocciTitle:

PresidenteBy:

/s/
Alexandre AlmeidaName:

Alexandre
M. AlmeidaTitle:

Director
Financeiro




---



##### 



Present when the Common Seal of
NOVELIS ALUMINIUM HOLDING COMPANY,
as a Grantor,
was hereunto affixed in the presence of:Name:

/s/
Andreas ThieleTitle:

Duly
Appointed Attorney Name:

/s/
Eva Paus-WerdermannTitle:

Assistant
to Legal Counsel




---



##### 



EXHIBIT A
 FORM OF INTERCREDITOR AGREEMENT JOINDER
 Intercreditor Agreement Section 1 Holdings
 Section 8
  [_______________________________________]By:Name:Title:   A-1