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Notice of Conversion/Continuation
EXHIBIT B-1
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U.S. Borrower Revolving Note
EXHIBIT B-2
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Canadian Revolving Note
EXHIBIT B-3
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European Borrower Revolving Note
EXHIBIT B-4
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U.S. Borrower Swingline Note
EXHIBIT B-5
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Canadian Swingline Note
EXHIBIT B-6
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European Borrower Swingline Note
EXHIBIT C
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Letter of Credit Request
EXHIBIT D
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Section 5.04(b)(ii) Certificate
EXHIBIT E-1
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Opinion of Fried, Frank, Harris, Shiver & Jacobson LLP
EXHIBIT E-2
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Opinion of Torys LLP
EXHIBIT E-3
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Opinion of Pestalozzi Lachenal Patry
EXHIBIT F
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Officers' Certificate
EXHIBIT G-1
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U.S. Pledge Agreement
EXHIBIT G-2
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European Parent Pledge Agreement
EXHIBIT G-3
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Canadian Parent Pledge Agreement
EXHIBIT H-1
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U.S. Subsidiaries Guaranty
EXHIBIT H-2
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Canadian Subsidiaries Guaranty
EXHIBIT H-3
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European Distribution Subsidiaries Guaranty
EXHIBIT H-4
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European Parent Guaranty
EXHIBIT H-5
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Canadian Parent Guaranty
EXHIBIT I
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U.S. Security Agreement
EXHIBIT J
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Solvency Certificate
EXHIBIT K
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Compliance Certificate
EXHIBIT L
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Borrowing Base Certificate
EXHIBIT M
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Assignment and Assumption Agreement
EXHIBIT N-1
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ABL Creditor Mortgage
EXHIBIT N-2
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Canadian Mortgage
EXHIBIT O
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Incremental Revolving Loan Commitment Agreement
EXHIBIT P
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Intercreditor Agreement
EXHIBIT Q-1
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Canadian Borrower Joinder Agreement
EXHIBIT Q-2
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U.S. Borrower Joinder Agreement
(vii)
CONFORMED AS EXECUTED
CREDIT AGREEMENT, dated as of August 1, 2006, among ALERIS INTERNATIONAL, INC.,
a Delaware corporation ("Aleris"), each Domestic Subsidiary of Aleris set forth
on the signature pages hereto (together with Aleris and any entity that becomes
a U.S. Borrower pursuant to Section 9.12, 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", together with any entity that becomes a Canadian Borrower
pursuant to Section 9.12, 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, each, a "Borrower" and,
collectively, the "Borrowers"), 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, CITICORP NORTH AMERICA, INC.,
as Syndication Agent and Collateral Agent, DEUTSCHE BANK AG NEW YORK BRANCH, as
administrative agent (in such capacity, the "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, 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 Canadian
Commitments (and the extensions of credit made pursuant thereto), which
extensions of credit shall be made to the Canadian Borrowers (who shall be
jointly and severally obligated therefor) and (ii) the facility evidenced