AGENT FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS
DEED AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER
ARE SUBJECT TO THAT CERTAIN INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 17,
2010 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, 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 DEED, THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN AND CONTROL.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS
CONTENTS
Clause
Page
1. INTERPRETATION
1
2. CREATION OF SECURITY
5
3. REPRESENTATIONS - GENERAL
7
4. RESTRICTIONS ON DEALINGS
7
5. ACCOUNTS
8
6. WHEN SECURITY BECOMES ENFORCEABLE
9
7. ENFORCEMENT OF SECURITY
10
8. RECEIVER
11
9. POWERS OF RECEIVER
12
10. APPLICATION OF PROCEEDS
14
11. TAXES, EXPENSES AND INDEMNITY
14
12. DELEGATION
15
13. FURTHER ASSURANCES
15
14. POWER OF ATTORNEY
16
15. PRESERVATION OF SECURITY
16
16. MISCELLANEOUS
18
17. RELEASE
20
18. COUNTERPARTS
20
19. NOTICES
21
20. GOVERNING LAW
22
21. ENFORCEMENT
22
SCHEDULE 1 Security Assets
24
PART 1 Security Accounts
24
SCHEDULE 2 Forms of Letter for Security Accounts
25
PART 1 Notice to Account Bank
25
PART 2 Acknowledgement of Account Bank
28
PART 3 Letter for Operation of Security Accounts
30
iii
THIS DEED is dated __ December 2010
BETWEEN:
(1)
NOVELIS FOIL FRANCE SAS 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(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