attorney
)
Attorney
For and on behalf of
)
NOVELIS FOIL FRANCE S.A.S.
)
32
SIGNED as a deed by
BANK OF AMERICA, N.A.
in its capacity as Collateral Agent
acting by authorised signatory:
Christopher Kelly Wall, Managing Director
33
EXECUTION COPY
Dated __ December 2010
Between
NOVELIS LUXEMBOURG S.A.
as Chargor
and
BANK OF AMERICA, N.A.
as Collateral Agent
___________________________________________
SECURITY AGREEMENT
___________________________________________
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE 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.
i
CONTENTS
Clause
Page
1. INTERPRETATION
1
2. CREATION OF SECURITY
5
3. REPRESENTATIONS - GENERAL
7
4. RESTRICTIONS ON DEALINGS
8
5. ACCOUNTS
8
6. CASH MANAGEMENT DOCUMENTS
10
7. WHEN SECURITY BECOMES ENFORCEABLE
12
8. ENFORCEMENT OF SECURITY
12
9. ADMINISTRATOR
13
10. RECEIVER
14
11. POWERS OF RECEIVER
15
12. APPLICATION OF PROCEEDS
16
13. TAXES, EXPENSES AND INDEMNITY
17
14. DELEGATION
17
15. FURTHER ASSURANCES
17
16. POWER OF ATTORNEY
18
17. PRESERVATION OF SECURITY
18
18. MISCELLANEOUS
20
19. RELEASE
22
20. COUNTERPARTS
22
21. NOTICES
22
22. GOVERNING LAW
23
23. ENFORCEMENT
24
SCHEDULE 1 Security Assets
26
PART 1 Security Accounts
26
PART 2 Cash Management Documents
26
SCHEDULE 2 Forms of Letter for Security Accounts
27
PART 1 Notice to Account Bank
27
PART 2 Acknowledgement of Account Bank
30
PART 3 Letter for Operation of Security Accounts
32
SCHEDULE 3 Forms of Letter for Cash