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 PAE CORPORATION, NOVELIS BRAND LLC, NOVELIS SOUTH
AMERICA HOLDINGS LLC, ALUMINUM UPSTREAM HOLDINGS LLC, NOVELIS ACQUISITIONS LLC,
NOVELIS NORTH AMERICA HOLDINGS INC., NOVELIS UK LTD, NOVELIS SERVICES LIMITED,
NOVELIS AG, NOVELIS CAST HOUSE TECHNOLOGY LTD., 4260848 CANADA INC., 4260856
CANADA INC., NOVELIS NO. 1 LIMITED PARTNERSHIP, NOVELIS EUROPE HOLDINGS LIMITED,
NOVELIS SWITZERLAND SA, NOVELIS TECHNOLOGY AG, NOVELIS MADEIRA UNIPESSOAL, LDA,
NOVELIS PAE, S.A.S., NOVELIS LUXEMBOURG S.A., AV METALS INC. ("HOLDINGS"),
NOVELIS DEUTSCHLAND GMBH, NOVELIS DO BRASIL LTDA., NOVELIS ALUMINUM HOLDING
COMPANY, 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.
McCann FitzGerald
Solicitors
Riverside One
Sir John Rogerson's Quay
Dublin 2
EDV\2309880.7
CONTENTS
Clause
Page
1. Interpretation
1
2. Creation of Security
5
3. Representations and Warranties
6
4. Restrictions on Dealings
7
5. Covenants
7
6. When Security Becomes Enforceable
10
7. Enforcement of Security
10
8. Receiver
12
9. Powers of Receiver
13
10. Application of Proceeds
14
11. Taxes, Expenses and Indemnity
15
12. Delegation
15
13. Further Assurances
15
14. Power of Attorney
16
15. Preservation of Security
16
16. Miscellaneous
19
17. Financial Collateral
19
18. Release
20
19. Counterparts
20
20. Notices
20
21. The Collateral Agent as Trustee
21
22. Governing Law
22
23. Enforcement
22
Schedule - Security Assets
24
THIS DEED is dated 17 December 2010
BETWEEN:
(1)
NOVELIS EUROPE HOLDINGS LIMITED a company incorporated under the laws of
England and Wales (number 05308334) and having its registered office at
Latchford Locks Works, Thelwell Lane, Warrington, Cheshire, WA4 1NN (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 Deed in connection with the Credit Agreement.
(B)
It is intended that this document takes effect as a deed notwithstanding
the fact that a party may only execute this document under hand.
IT IS AGREED as follows:
1.
INTERPRETATION
1.1
Definitions