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
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
Canary Wharf
London E14 5DS
BETWEEN THE PROVISIONS OF THE INTERCREDITOR AGREEMENT AND THIS DEED, THE
PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
2
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
17
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
21
19.RELEASE
22
20.COUNTERPARTS
22
21.NOTICES
22
22.GOVERNING LAW
24
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 Management Documents
34
PART 1 Notice to Counterparty
34
PART 2 Acknowledgement of Counterparty
36
iii
THIS DEED is dated __ December 2010
BETWEEN:
(1)
NOVELIS LUXEMBOURG S.A. a limited liability company organized under the
laws of Luxembourg, having its registered office address at Zone Industrielle
Riedgen, L-3451, Dudelange and is registered in the commercial and companies
register under number B19358 (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.