SECURITY INTERESTS 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 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.
CONTENTS
Clause
Page
1.Definitions And Interpretation
1
2.Trust For The Secured Parties
4
3.Application Of Proceeds
4
4.Collateral Agent's Actions
5
5.Resignation Of Collateral Agent
11
6.Change Of Party
11
7.Delegation And Additional Collateral Agents
12
8.Taxes, Expenses And Indemnity
13
9.Amendments And Releases
13
10.Miscellaneous
14
11.Remedies And Waivers, Partial Invalidity
14
12.Notices
14
13.Winding-Up Of Trust And Perpetuity Period
16
14.Chargors
16
15.Counterparts
17
16.Governing Law
17
17.Enforcement
17
Schedule 1 Original Chargors
19
Schedule 2 Form Of Agent Accession Undertaking
20
Schedule 3 Form Of Chargor Accession Undertaking
22
THIS DEED is dated __ December 2010
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 1 as original chargors (the Original
Chargors).
IT IS AGREED as follows:
1.
DEFINITIONS AND INTERPRETATION
1.1
Definitions
Terms defined in the Credit Agreement (defined below) shall, unless otherwise
defined in this Deed, have the same meaning when used in this Deed and in
addition:
Additional Chargor means a member of the Group which enters into a Security
Document after the date of this Deed.
Agent Accession Undertaking means an undertaking in