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Lender Addresses
SCHEDULE III
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Real Property
SCHEDULE IV
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European Security Documents and Local Law Pledge Agreements
SCHEDULE V
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Certain Tax Matters
SCHEDULE VI
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Subsidiaries
SCHEDULE VII
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Existing Indebtedness
SCHEDULE VIII
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Insurance
SCHEDULE IX
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Existing Liens
SCHEDULE X
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Existing Investments
SCHEDULE XI
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Designated Assets
SCHEDULE XII
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Post-Closing Actions
EXHIBITS
EXHIBIT A-1
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Notice of Borrowing
EXHIBIT A-2
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Notice of Conversion/Continuation
EXHIBIT B-1
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U.S. Term Note
EXHIBIT B-2
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German Term Note
EXHIBIT C
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Section 4.04(b)(ii) Certificate
EXHIBIT D-1
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Opinion of Fried, Frank, Harris, Shiver & Jacobson
EXHIBIT D-2
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Opinion of Fried, Frank, Harris, Shiver & Jacobson
EXHIBIT E
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Officers' Certificate
EXHIBIT F-1
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U.S. Pledge Agreement
EXHIBIT F-2
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European Parent Pledge Agreement
EXHIBIT G-1
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U.S. Subsidiaries Guaranty
EXHIBIT G-2
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European Subsidiaries Guaranty
EXHIBIT G-3
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European Parent Guaranty
EXHIBIT H
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U.S. Security Agreement
EXHIBIT I
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Solvency Certificate
EXHIBIT J
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Compliance Certificate
EXHIBIT K
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Assignment and Assumption Agreement
EXHIBIT L
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Term Creditor Mortgage
EXHIBIT M
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Intercreditor Agreement
EXHIBIT N
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Certification for presentation to the Tax Office for purposes of
Section 8a of Germany's Corporation Tax Law
(v)
CONFORMED AS EXECUTED
TERM LOAN AGREEMENT, dated as of August 1, 2006, among ALERIS INTERNATIONAL,
INC., a Delaware corporation ("Aleris" or the "U.S. Borrower"), ALERIS
DEUTSCHLAND HOLDING GMBH, a company with limited liability formed under the laws
of Germany (the "German Borrower" and, together with the U.S. Borrower, each a
"Borrower" and, collectively, the "Borrowers"), the Lenders party hereto from
time to time, CITICORP NORTH AMERICA, INC., as Collateral Agent and DEUTSCHE
BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Borrowers have requested the credit facilities more fully provided pursuant to
the terms of this Agreement, namely (i) the facility evidenced by the German
Commitments (and the loans made pursuant thereto), which loans shall be made to
the German Borrower and (ii) the facility evidenced by the U.S. Commitments (and
the loans made pursuant thereto), which loans shall be made to the U.S.
Borrower; and
WHEREAS, the loans to the German Borrower hereunder shall be guaranteed by the
U.S. Credit Parties, the European Parent Guarantors and Subsidiaries of the
German Borrower (but shall not be guaranteed by the Swiss CE and the
Distribution Subsidiaries); and
WHEREAS, all obligations of the U.S. Credit Parties hereunder (whether as
borrowers or guarantors) shall be secured pursuant to the relevant U.S. Security
Documents executed and delivered by the U.S. Credit Parties, with the intent
being that (x) First Priority security interests be granted to secure the Term
Obligations in all Term Priority Collateral of the U.S. Credit Parties and
(y) Second Priority security interests be granted to secure the Term Obligations
in all ABL Priority Collateral of the U.S. Credit Parties;