EXHIBIT B-3
-
European Borrower Revolving Note
EXHIBIT B-4
-
U.S. Borrower Swingline Note
EXHIBIT B-5
-
Canadian Swingline Note
EXHIBIT B-6
-
European Borrower Swingline Note
EXHIBIT C
-
Letter of Credit Request
EXHIBIT D
-
Section 5.04(b)(ii) Certificate
EXHIBIT E-1
-
Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
EXHIBIT E-2
-
Opinion of Torys LLP
EXHIBIT E-3
-
Opinion of Pestalozzi Lachenal Patry
EXHIBIT F
-
Officers' Certificate
EXHIBIT G-1
-
U.S. Pledge Agreement
(vii)
Table of Contents
(continued)
Page
EXHIBIT G-2
-
European Parent Pledge Agreement
EXHIBIT G-3
-
Canadian Parent Pledge Agreement
EXHIBIT G-4
-
Credit Document Acknowledgement and Amendment
EXHIBIT H-1
-
U.S. Subsidiaries Guaranty
EXHIBIT H-2
-
Canadian Subsidiaries Guaranty
EXHIBIT H-3
-
European Distribution Subsidiaries Guaranty
EXHIBIT H-4
-
European Parent Guaranty
EXHIBIT H-5
-
Canadian Parent Guaranty
EXHIBIT I
-
U.S. Security Agreement
EXHIBIT J
-
Solvency Certificate
EXHIBIT K
-
Compliance Certificate
EXHIBIT L
-
Borrowing Base Certificate
EXHIBIT M
-
[Intentionally Omitted]
EXHIBIT N-1
-
ABL Creditor Mortgage
EXHIBIT N-2
-
Canadian Mortgage
EXHIBIT O
-
Incremental Revolving Loan Commitment Agreement
EXHIBIT P
-
Intercreditor Agreement
EXHIBIT Q
-
Joinder Agreement
(viii)
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 1, 2006 and amended
and restated as of December 19, 2006, among AURORA ACQUISITION MERGER SUB, INC.
("Merger Sub"), a Delaware corporation to be merged with and into ALERIS
INTERNATIONAL, INC., a Delaware corporation ("Aleris"), Aleris, each Domestic
Subsidiary of Aleris set forth on the signature pages hereto (together with
Merger Sub, Aleris and any entity that becomes a U.S. Borrower pursuant to
Section 9.11, collectively, the "U.S. Borrowers" and each, a "U.S. Borrower"),
CORUS S.E.C./CORUS L.P., a limited partnership existing under the laws of
Québec, acting and represented by its general partner, Corus Aluminium Inc., a
corporation organized under the laws of Québec ("Aleris Canada", and together
with any entity that becomes a Canadian Borrower pursuant to Section 9.11,
collectively, the "Canadian Borrowers" and each, a "Canadian Borrower"), ALERIS
SWITZERLAND GMBH, a company with limited liability organized under the laws of
Switzerland (the "European Borrower" and, together with the Canadian Borrowers
and the U.S. Borrowers, the "Borrowers" and each, a "Borrower"), the Lenders
party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION, NATIONAL CITY
BUSINESS CREDIT, INC. and KEY BANK NATIONAL ASSOCIATION, as co-documentation
agents, GOLDMAN SACHS CREDIT PARTNERS L.P. as Syndication Agent, DEUTSCHE BANK
AG NEW YORK BRANCH, as administrative agent and DEUTSCHE BANK AG, CANADA BRANCH,
as Canadian administrative agent (in such capacity, the "Canadian Administrative
Agent").
W I T N E S S E T H :
WHEREAS, the Borrowers, the Existing Lenders and the Administrative Agent are
parties to a Credit Agreement, dated as of August 1, 2006 (as the same has been
amended, modified or supplemented to, but not including the Restatement
Effective Date, the "Existing ABL Credit Agreement"); and
WHEREAS, the Borrowers have requested that the Existing ABL Credit Agreement be
amended and restated in its entirety