nvl8kexh101amendmentno3q






                                                        EXECUTION VERSION                               AMENDMENT NO. 3 TO              SECOND AMENDED AND RESTATED CREDIT AGREEMENT                             dated as of December 20, 2019                                      among                                  NOVELIS INC.,                               as Canadian Borrower,                             NOVELIS CORPORATION                                 as a U.S. Borrower,              THE OTHER U.S. SUBSIDIARIES OF CANADIAN BORROWER                       PARTY HERETO AS U.S. BORROWERS,                                NOVELIS UK LTD,                                 as a U.K. Borrower,                                   NOVELIS AG,                                as a Swiss Borrower,                          NOVELIS DEUTSCHLAND GMBH,                               as a German Borrower,                                 AV METALS INC.,                     THE OTHER GUARANTORS PARTY HERETO,                      THE THIRD PARTY SECURITY PROVIDER,                          THE LENDERS PARTY HERETO,                   WELLS FARGO BANK, NATIONAL ASSOCIATION,              as Administrative Agent, Collateral Agent, and U.S. Swingline Lender,                   WELLS FARGO BANK, N.A. (LONDON BRANCH),                           as European Swingline Lender, and                       THE ISSUING BANKS PARTY THERETO.                                                     MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,                                 CITIBANK, N.A.,                       DEUTSCHE BANK SECURITIES INC., and                          JPMORGAN CHASE BANK, N.A.,                              as Co-Syndication Agents.         ____________________________________________________________________                   WELLS FARGO BANK, NATIONAL ASSOCIATION,            MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,                                 CITIBANK, N.A.,                       DEUTSCHE BANK SECURITIES INC., and                          JPMORGAN CHASE BANK, N.A.,                     as Joint Lead Arrangers and Joint Bookmanagers.      1064738.02-CHISR01A - MSW 





 






                                     - 1 -   This AMENDMENT  NO.     3 TO  SECOND  AMENDED  AND  RESTATED  CREDIT  AGREEMENT    (this  “Amendment”), dated as of December 20, 2019, is  entered into among  NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act and  having its corporate office at Two Alliance Center, 3560 Lenox Road, Suite 2000, Atlanta, GA  30326, USA (the “Canadian Borrower”), NOVELIS CORPORATION, as a U.S. borrower, the  other U.S. borrowers party thereto (collectively, the “U.S. Borrowers”), NOVELIS UK LTD, as  a U.K. borrower (“Novelis UK”), NOVELIS AG, as a Swiss borrower (“Novelis AG”), NOVELIS  DEUTSCHLAND GMBH, as a German borrower (“Novelis Deutschland”), AV METALS INC.,  a corporation formed under the Canada Business Corporations Act (“Holdings”), the other LOAN  PARTIES (as defined in the Amended Credit Agreement referred to below), NOVELIS ITALIA  S.P.A.  (the  “Third  Party  Security  Provider”),  the  LENDERS  party  hereto,  each  ISSUING  BANK  party  hereto,  and  WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION,  as  administrative  agent  (in  such  capacity,  and  together  with  its  successors  in  such  capacity,  “Administrative Agent”), as collateral agent (in such capacity, and together with its successors  in such capacity, “Collateral Agent”), and as U.S. swingline lender (in such capacity, and together  with its successors in such capacity, “U.S. Swingline Lender”), and WELLS FARGO BANK,  N.A. (LONDON BRANCH), as European swingline lender (in such capacity, and together with  its successors in such capacity, “European Swingline Lender”).                                    RECITALS               WHEREAS, the Borrowers, Holdings, the other Loan Parties, the Administrative  Agent,  the  Collateral  Agent,  the  U.S.  Swingline  Lender,  the  European  Swingline  Lender,  the  Issuing Banks, the lenders party thereto, and the other parties from time to time party thereto,  entered into that certain Second Amended and Restated Credit Agreement, dated as of October 6,  2014 (as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement,  dated  as  of  September  14,  2017,  as  amended  by  Amendment  No.  2 to  Second  Amended  and  Restated Credit Agreement and Amendment to U.S. Security Agreement, dated as of April 15,  2019, and as further as amended, supplemented, restated or otherwise modified prior to the date  hereof, the “Credit Agreement”, and the Credit Agreement, and as amended by this Amendment,  the “Amended Credit Agreement”);               WHEREAS, the Third Party Security Provider has pledged certain assets to secure  the Secured Obligations;               WHEREAS, the Borrowers have requested an amendment to the Credit Agreement  as herein set forth;               WHEREAS,   the  U.S.  Borrowers  and  the other  Guarantors  party to  the  U.S.  Security Agreement (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”)  have entered into or joined the U.S. Security Agreement in order to induce the Lenders to make  Loans, and each Reaffirming Party desires to reaffirm the security interest granted pursuant to the  U.S. Security Agreement;               WHEREAS, the Reaffirming Parties expect to realize, or have realized, substantial  direct  and  indirect  benefits  as  a  result  of  this Amendment  becoming  effective  and  the  consummation of the transactions contemplated hereby; and      1064738.02-CHISR01A - MSW 





 






                                     - 2 -               WHEREAS, the Borrowers, Holdings, the other Loan Parties, the Administrative  Agent, the Collateral Agent, the U.S. Swingline Lender, the European Swingline Lender, each  lender party hereto (the “Lenders”), and each Issuing Bank, have agreed to amend the Credit  Agreement on the terms and subject to the conditions herein provided.               NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and  obligations herein set forth and other good and valuable consideration, the adequacy and receipt  of  which  is  hereby  acknowledged,  and  in  reliance  upon  the  representations,  warranties  and  covenants  herein  contained,  the  parties  hereto,  intending  to  be  legally  bound, hereby  agree  as  follows:         Section 1. Definitions. Capitalized terms used herein and not otherwise defined herein  shall have the meanings ascribed to such terms in the Amended Credit Agreement.         Section 2. Amendments. Subject to the terms and conditions set forth herein, effective  as of the Amendment Effective Date (as defined below) the following Section 11.40 is hereby  added to the Credit Agreement:      SECTION 11.40  Acknowledgement Regarding Any Supported QFCs. To the extent that     the  Loan  Documents  provide  support,  through  a  guarantee  or  otherwise,  for  Hedging     Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit     Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as     follows with  respect  to  the resolution  power of the Federal  Deposit  Insurance Corporation     under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform     and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.     Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support     (with  the  provisions  below  applicable  notwithstanding  that  the  Loan  Documents  and  any     Supported QFC may in fact be stated to be governed by the laws of the State of New York     and/or of the United States or any other state of the United States):           (a)    In  the  event  a  Covered  Entity  that  is  party  to  a  Supported  QFC  (each,  a    “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime,    the  transfer  of  such  Supported  QFC  and  the  benefit  of  such  QFC  Credit  Support  (and  any    interest and obligation in or under such Supported QFC and such QFC Credit Support, and any    rights  in  property  securing  such  Supported  QFC  or  such  QFC  Credit  Support)  from  such    Covered Party will be effective to the same extent as the transfer would be effective under the    U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any    such interest, obligation and rights in property) were governed by the laws of the United States    or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered    Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights    under the Loan Documents that might otherwise apply to such Supported QFC or any QFC    Credit Support that may be exercised against such Covered Party are permitted to be exercised    to  no  greater  extent  than  such  Default  Rights  could  be  exercised  under  the  U.S.  Special    Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws    of the United States or a state of the United States. Without limitation of the foregoing, it is    understood  and  agreed  that  rights  and  remedies  of  the  parties  with  respect  to  a  Defaulting      1064738.02-CHISR01A - MSW 





 






                                     - 3 -     Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC    or any QFC Credit Support.           As used in this Section 11.40, the following terms have the following meanings:      “BHC  Act  Affiliate”  of  a  party  means  an  “affiliate”  (as  such  term  is  defined  under,  and     interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.      “Covered Entity” means any of the following:            (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12           C.F.R. § 252.82(b);            (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12           C.F.R. § 47.3(b); or            (iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12           C.F.R. § 382.2(b).      “Default  Right”  has  the  meaning  assigned  to  that  term  in,  and  shall  be  interpreted  in     accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.      “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be     interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).         Section 3. Conditions Precedent to Effectiveness of this Amendment. This Amendment  shall become effective as of the first date (the “Amendment Effective Date”) on which each of  the  following  conditions  precedent  shall  have  been  satisfied,  or  duly  waived  by  the Required  Lenders party hereto:         (a)   Certain  Documents. The  Administrative  Agent  shall  have  received this  Amendment, duly executed by each of the Loan Parties, the Third Party Security Provider, the  Required Lenders, the Issuing Banks, the Administrative Agent, the Collateral Agent, the U.S.  Swingline Lender and the European Swingline Lender.         (b)   Payment  of  Fees, Costs, and  Expenses. The  Administrative  Agent  shall  have  received all fees required to be paid, and all expenses (including the reasonable fees and expenses  of legal counsels) for which invoices have been presented, on or before the Amendment Effective  Date, in connection with this Amendment.         (c)   Representations  and  Warranties. Each  of  the  representations  and  warranties  contained in Section 4 below and in any other  Loan document shall be true and correct in all  material respects (or, in the case of any representation or warranty that is qualified as to materiality,  “Material Adverse Effect” or similar language, in all respects) on and as of the date hereof.         (d)   No Default or Event of Default. Before and after giving effect to this Amendment,  no Default or Event of Default shall have occurred and be continuing.      1064738.02-CHISR01A - MSW 





 






                                     - 4 -         Section 4. Representations and Warranties. Each Loan Party represents and warrants to  the Administrative Agent and each Lender as follows:         (a)   After giving effect to this Amendment, each of the representations and warranties  in  the Amended Credit Agreement or in  any other  Loan Document are true and correct  in  all  material respects (or, in the case of any representation or warranty that is qualified as to materiality,  “Material Adverse Effect” or similar language, in all respects) on and as of the date hereof as  though made on and as of such date, except to the extent that any such representation or warranty  expressly relates to an earlier date, in which case such representations and warranties are true and  correct in all material respects (or, in the case of any representation or warranty that is qualified as  to materiality, “Material Adverse Effect” or similar language, in all respects) as of such earlier  date.         (b)   The execution and delivery by the Canadian Borrower, each other Loan Party and  the Third Party Security Provider of this Amendment, and the performance of this Amendment  and the Amended Credit Agreement by the Canadian Borrower, each other Loan Party and the  Third  Party  Security  Provider,  in  each  case have  been  duly  authorized  by  all  requisite  organizational action on its part and will not violate any of its Organizational Documents.         (c)   This Amendment has been duly executed and delivered by the Canadian Borrower,  each other Loan Party and the Third Party Security Provider, and each of this Amendment and the  Amended Credit Agreement constitutes the Canadian Borrower’s, such Loan Party’s or such Third  Party Security Provider’s, as applicable, legal, valid and binding obligation, enforceable against it  in accordance with their terms, except as the same may be limited by bankruptcy, insolvency,  reorganization, moratorium or other similar laws affecting the rights of creditors generally and by  general principles of equity.         (d)   Before and after giving effect to this Amendment, no Default or Event of Default  has occurred and is continuing as of the date hereof.         Section 5. Continuing Effect; Liens and Guarantees; No Novation.         (a)   Each of the Loan Parties and the Third Party Security Provider hereby consents to  this Amendment and the Amended Credit Agreement.  Each of the Loan Parties and the Third  Party  Security  Provider hereby  acknowledges  and  agrees  that  all  of  its Secured  Obligations,  including all Liens and (in the case of the Loan Parties) Guarantees granted to the Secured Parties  under  the  applicable  Loan  Documents,  are ratified  and reaffirmed and  that  such  Liens  and  Guarantees shall continue in full force and effect on and after Amendment Effective Date to secure  and support the Secured Obligations.  Each of the Loan Parties hereby further ratifies and reaffirms  the validity, enforceability and binding nature of the Secured Obligations.         (b)   Holdings and each Subsidiary Guarantor hereby (i) acknowledges and agrees to the  terms of this Amendment and the Amended Credit Agreement and (ii) confirms and agrees that,  each of its Guarantee and any Foreign Guarantee is, and shall continue to be, in full force and  effect, and shall apply to all Secured Obligations without defense, counterclaim or offset of any  kind and each of its Guarantee and any such Foreign Guarantee is hereby ratified and confirmed      1064738.02-CHISR01A - MSW 





 






                                     - 5 -   in all respects.  Each Borrower hereby confirms its liability for the Secured Obligations, without  defense, counterclaim or offset of any kind.         (c)   Holdings,  the Canadian  Borrower,  each  other  Loan  Party  and  the  Third  Party  Security Provider hereby ratifies and reaffirms the validity and enforceability (without defense,  counterclaim or offset of any kind) of the Liens and security interests granted by it to the Collateral  Agent for the benefit of the Secured Parties to secure any of the Secured Obligations by Holdings,  the Canadian Borrower, any other Loan Party and the Third Party Security Provider pursuant to  the Loan Documents to which any of Holdings, the Canadian Borrower, any other Loan Party or  the Third Party Security Provider is a party and hereby confirms and agrees that notwithstanding  the effectiveness of this Amendment, and except as expressly amended by this Amendment, each  such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified  and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each  reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” (and each  reference in the Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like  import shall mean and be a reference to the Amended Credit Agreement.         (d)   Without  limiting  the  generality  of this  Section 5 or  Section 6, (i)  neither  this  Amendment,  the Amended  Credit  Agreement,  nor  any  other  Loan  Document  entered  into  in  connection herewith or therewith, shall extinguish the “Secured Obligations” (or any term of like  import) as defined or referenced in each Security Agreement, or the “Secured Obligations” under  and  as  defined  in  the Credit  Agreement (collectively,  the “Loan  Document  Secured  Obligations”), or discharge or release the priority of any Loan Document, and any security interest  previously granted pursuant to each Loan Document is hereby reaffirmed and each such security  interest  continues  in  effect  and  secures  the Loan  Document  Secured Obligations,  (ii) nothing  contained herein, in the Amended Credit Agreement or any other Loan Document entered into in  connection herewith or therewith shall be construed as a substitution or novation of all or any  portion of the Loan Document Secured Obligations or instruments securing any of the foregoing,  which shall remain in full force and effect and shall continue as obligations under the Amended  Credit Agreement, and (iii) nothing implied in this Amendment, the Amended Credit Agreement  or any other Loan Document entered into in connection herewith or therewith, or in any other  document contemplated hereby or thereby shall be construed as a release or other discharge of any  Loan  Party  or  the  Third  Party  Security  Provider from  any  of  its Loan  Document  Secured  Obligations,  it  being  understood  that  such  obligations  shall  continue  as  obligations  under the  Amended Credit Agreement.         Section 6. U.S. Reaffirmation.         (a)   The Reaffirming Parties hereby confirm their respective guarantees, assignments,  pledges and grants of security interests, as applicable, under the U.S. Security Agreement, and  agree that such guarantees, assignments, pledges and grants of security interests shall continue to  be in full force and effect and shall accrue to the benefit of the Collateral Agent for the benefit of  the Secured Parties.         (b)   Each Reaffirming Party hereby confirms and agrees that the “Secured Obligations”  (or any term of like import) as defined or referenced in the U.S. Security Agreement will include  the “Secured Obligations” as defined in the Credit Agreement.     1064738.02-CHISR01A - MSW 





 






                                     - 6 -         Section 7. Reference to and Effect on the Loan Documents.         (a)   Except as expressly set forth in this Amendment, all of the terms and provisions of  the Credit Agreement and the other Loan Documents (including all exhibits and schedules to each  of the Credit Agreement and the other Loan Documents) are and shall remain in full force and  effect and are hereby ratified and confirmed. The Amendments provided for herein and in the  annexes and exhibits hereto are limited to the specific provisions of the Credit Agreement specified  herein and therein and shall not constitute an amendment of, or an indication of the Administrative  Agent’s  or  any  Lender’s  willingness  to  amend  or  waive,  any  other  provisions  of the Credit  Agreement as amended hereby or thereby, or the same sections or any provision of any other Loan  Document for any other date or purpose.         (b)   The execution, delivery and effectiveness of this Amendment shall not, except as  expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative  Agent, the Collateral Agent, any Issuing Bank or any Lender under the Credit Agreement or any  Loan  Document,  or  constitute  a  waiver  or amendment  of  any  other  provision  of the Credit  Agreement or any Loan Document except as and to the extent expressly set forth herein.         (c)   The execution and delivery of this Amendment by any Loan Party or Third Party  Security Provider shall not constitute a joinder by, or agreement to be bound by the terms of, any  Loan Document to which such Loan Party or Third Party Security Provider is not a party.         (d)   This Amendment shall constitute a Loan Document.         Section 8. Further Assurances. The Canadian Borrower, each other Loan Party and the  Third Party Security Provider hereby agrees to execute any and all further documents, agreements  and  instruments  and  take  all  further  actions  that  the  Administrative  Agent  deems  reasonably  necessary or advisable in connection with this Amendment, including to continue and maintain the  effectiveness of the Liens and guarantees provided for under the Loan Documents, with the priority  contemplated under the Loan Documents. The Administrative Agent and the Collateral Agent are  hereby  authorized  by  the Lenders  to  enter  into  all  such  further  documents,  agreements  and  instruments,  and  to  file  all  financing  statements  deemed  by  the  Administrative  Agent  to  be  reasonably necessary or advisable in connection with this Amendment.         Section 9. Counterparts. This  Amendment  may  be  executed  in  any  number  of  counterparts  and  by  different  parties  hereto  in  separate  counterparts,  each  of  which  when  so  executed shall be deemed to be an original and all of which taken together shall constitute one and  the same agreement. Receipt by the Administrative Agent of a facsimile copy or electronic image  scan  transmission  (e.g.,  PDF  via  electronic  email)  of  an  executed  signature  page  hereof  shall  constitute receipt by the Administrative Agent of an executed counterpart of this Amendment.         Section 10. Governing Law. This Amendment and the rights and obligations of the parties  hereto shall be governed by, and construed and interpreted in accordance with, 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.       1064738.02-CHISR01A - MSW 





 






                                     - 7 -         Section 11. Headings. Section headings contained in this Amendment are included herein  for convenience of reference only and shall not constitute a part of this Amendment for any other  purposes.         Section 12. WAIVER  OF  JURY  TRIAL.  EACH   PARTY  HERETO  HEREBY  IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL  BY  JURY  IN  ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER  BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY).                           [SIGNATURE PAGES FOLLOW]          1064738.02-CHISR01A - MSW 





 






              IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be  executed by their respective officers and members thereunto  duly  authorized, on the date first  indicated above.                                          NOVELIS INC., as the Canadian Borrower,                                      Administrative Borrower and a Guarantor                                       By:     ___/s/ Randal P. Miller________                                      Name: _____Randal P. Miller________                                      Title:   _Vice President and Treasurer__                                        AV METALS INC., as Holdings                                       By:     ___/s/ Randal P. Miller________                                      Name: _____Randal P. Miller________                                      Title:   _____Authorized Signatory____                                        NOVELIS CORPORATION, as a U.S. Borrower                                      and a Guarantor                                       By:     ___/s/ Randal P. Miller________                                      Name: _____Randal P. Miller________                                      Title:   _____Assistant Treasurer______                                        NOVELIS GLOBAL EMPLOYMENT                                      ORGANIZATION, INC., as a U.S. Borrower and a                                      Guarantor                                       By:     ___/s/ Randal P. Miller________                                      Name: _____Randal P. Miller________                                      Title:   _____Treasurer______________           [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS SOUTH AMERICA HOLDINGS LLC,                                      as a U.S. Borrower and a Guarantor                                       By:     ___/s/ Randal P. Miller_______                                      Name: _____Randal P. Miller_______                                      Title:   _____Treasurer_____________                                        NOVELIS ACQUISITIONS LLC,                                       as a U.S. Borrower and a Guarantor                                       By:     ___/s/ Randal P. Miller_____                                      Name: _____Randal P. Miller_____                                      Title:   _____Treasurer___________                                        NOVELIS HOLDINGS INC.,                                       as a U.S. Borrower and a Guarantor                                       By:     ___/s/ Randal P. Miller_____                                      Name: _____Randal P. Miller_____                                      Title:   _____Treasurer___________                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS UK LTD, as U.K. Borrower and a                                      Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                         NOVELIS EUROPE HOLDINGS LIMITED,                                       as a U.K. Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                         NOVELIS SERVICES LIMITED,                                       as a U.K. Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                         [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS AG, as Swiss Borrower, European                                      Administrative Borrower and a Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                             NOVELIS SWITZERLAND SA,                                       as a Swiss Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                  [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       4260848 CANADA INC., as a Canadian Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                             4260856 CANADA INC., as a Canadian Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                             8018227 CANADA INC., as a Canadian Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                          [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       SIGNED AND DELIVERED AS A DEED                                      for and on behalf of NOVELIS ALUMINIUM                                      HOLDING UNLIMITED COMPANY                                      by its lawfully appointed attorney,                                       as Irish Guarantor                                      in the presence of:                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                                                         witness:                                       By:      /s/ Shannon Curran                                              Name:    Shannon Curran                                                  Title:   Sr. Legal Manager                                                                                                                                                                                                       Address: 3560 Lenox Road, Suite 2000                                               Atlanta, GA 30326                                                                                                                                                        Occupation: Paralegal          [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS DEUTSCHLAND GMBH,                                       as German Borrower and a German Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Person Authorized                                                NOVELIS SHEET INGOT GMBH,                                       as a German Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Person Authorized                                                [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS DO BRASIL LTDA.,                                       as Brazilian Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney-in-Fact                                                                                       witness:                                                                                                                  By:            /s/ Shannon Curran                                               Name:          Shannon Curran                                                   Title:         GA DL 054162208                                                                                                                                                                             witness:                                                                                                                  By:            /s/ Michael Shelby                                               Name:          Michael Shelby                                                   Title:         057369578 GA License                                                                                                                                                                                            [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS PAE S.A.S., as French Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney-in-Fact                                                                                                                            [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS MEA LTD, a Company Limited by                                      Shares under the Companies Law of the Dubai                                      International Financial Centre,                                       as Dubai Guarantor                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Authorized Signatory                                          [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                       NOVELIS ITALIA S.P.A., as Third Party Security                                      Provider                                       By:      /s/ Randal P. Miller                                            Name:    Randal P. Miller                                                Title:   Attorney                              [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]      1064738.02-CHISR01A - MSW 





 






                                              WELLS FARGO BANK, NATIONAL                                            ASSOCIATION, as Administrative Agent,                                            Collateral Agent, U.S. Swingline Lender and                                            as a Lender                                             By: _______/s/ Roberto M. Ruiz_______                                               Name: ____Roberto M. Ruiz_______                                               Title: _____Director______________                                             WELLS FARGO BANK, N.A. (LONDON                                            BRANCH), as European Swingline Lender                                             By: _______/s/ N B Hogg____________                                               Name: ____N B Hogg___________                                               Title: _____Authorised Signatory__                                                                               [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             ABN AMRO CAPITAL USA LLC,                                            as a Lender                                             By: ______/s/ Jamie Matos____________                                               Name: Jamie Matos                                               Title:  Director                                             By: ______/s/ Amit Wynalda____________                                               Name: Amit Wynalda                                               Title:  Executive Director                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             Bank of America, N.A.,                                            as a Lender                                             By: ______/s/ John Olson____________                                               Name: John Olson                                               Title:  Senior Vice President                                        [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             Bank of America, N.A.,                                            as an Issuing Bank                                             By: ______/s/ John Olson____________                                               Name: John Olson                                               Title: Senior Vice President                                        [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             BARCLAYS BANK PLC,                                            as a Lender                                             By: ______/s/ Komal Ramkirath_______                                               Name: Komal Ramkirath                                               Title:  Assistant Vice President                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             BNP Paribas,                                            as a Lender                                             By: ______/s/ Guelay Mese_______                                               Name: Guelay Mese                                               Title:  Director                                             By: ______/s/ John McCulloch_______                                               Name: John McCulloch                                               Title:  Vice President                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             CITIBANK, N.A.,                                            as a Lender                                             By: ______/s/ Brendan Mackay_______                                               Name: Brandan Mackay                                               Title:  Vice President and Director                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             Deutsche Bank AG New York Branch,                                            as an Issuing Bank                                             By: ______/s/ Michael Strobel_______                                               Name: Michael Strobel                                               Title:  Vice President                                             By: ______/s/ Yumi Okabe_______                                               Name: Yumi Okabe                                               Title:  Vice President                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             Deutsche Bank AG New York Branch,                                            as a Lender                                             By: ______/s/ Michael Strobel_______                                               Name: Michael Strobel                                               Title:  Vice President                                             By: ______/s/ Yumi Okabe_______                                               Name: Yumi Okabe                                               Title:  Vice President                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             HSBC Bank USA, National Association,                                            as an Issuing Bank                                             By: ______/s/ Christopher M Samms____                                               Name: Christopher M Samms                                               Title:  Senior Vice President, #9426                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             HSBC Bank USA, National Association,                                            as a Lender                                             By: ______/s/ Christopher M Samms____                                               Name: Christopher M Samms                                               Title:  Senior Vice President, #9426                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             ING Capital LLC,                                            as a Lender                                             By: ______/s/ Jean Grasso____________                                               Name: Jean Grasso                                               Title:  Managing Director                                             By: ______/s/ Jeff Chu____________                                               Name: Jeff Chu                                               Title:  Vice President                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             Morgan Stanley Bank, N.A.,                                            as a Lender                                             By: ______/s/ Jack Kuhns____________                                               Name: Jack Kuhns                                               Title:  Authorized Signatory                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             PNC Bank, NA,                                            as a Lender                                             By: ______/s/ Jay Hooper____________                                               Name: Jay Hooper                                               Title:  Vice President                                     [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW 





 






                                             SOCIETE GENERALE,                                            as a Lender                                             By: ______/s/ Barbara Paulsen________                                               Name: Barbara Paulsen                                               Title:  Managing Director                                                                                                    [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT]   1064738.02-CHISR01A - MSW