SCHEDULE II
-
Lender Addresses
SCHEDULE III
-
Real Property
SCHEDULE IV
-
Certain Tax Matters
SCHEDULE V
-
Subsidiaries
SCHEDULE VI
-
Existing Indebtedness
SCHEDULE VII
-
Insurance
SCHEDULE VIII
-
Existing Liens
SCHEDULE IX
-
Existing Investments
SCHEDULE X
-
Designated Assets
SCHEDULE XI
-
Post-Closing Actions
SCHEDULE XII
-
Unrestricted Subsidiaries
SCHEDULE XIII
-
Aleris' Website for Electronic Delivery
SCHEDULE XIV
-
Labor Matters
SCHEDULE XV
-
Immaterial Subsidiaries
SCHEDULE XVI
-
Local Law Pledge Agreements
EXHIBITS
EXHIBIT A-1
-
Notice of Borrowing
EXHIBIT A-2
-
Notice of Conversion/Continuation
EXHIBIT B-1
-
U.S. Term Note
EXHIBIT B-2
-
German Term Note
EXHIBIT C
-
Section 4.04(b)(ii) Certificate
EXHIBIT D-1
-
Opinion of Fried, Frank, Harris, Shriver & Jacobson
EXHIBIT D-2
-
Opinion of Fried, Frank, Harris, Shriver & Jacobson
EXHIBIT E
-
Officers' Certificate
EXHIBIT F-1
-
U.S. Pledge Agreement
EXHIBIT F-2
-
European Parent Pledge Agreement
EXHIBIT F-3
-
Credit Document Acknowledgment and Amendment
EXHIBIT G-1
-
U.S. Subsidiaries Guaranty
EXHIBIT G-2
-
European Subsidiaries Guaranty
EXHIBIT G-3
-
European Parent Guaranty
EXHIBIT H
-
U.S. Security Agreement
EXHIBIT I
-
Solvency Certificate
EXHIBIT J
-
Compliance Certificate
EXHIBIT K
-
[Intentionally Omitted]
EXHIBIT L
-
Term Creditor Mortgage
EXHIBIT M
-
Intercreditor Agreement
EXHIBIT N
-
Certification for presentation to the Tax Office for purposes of Section
8a of Germany's Corporation Tax Law
EXHIBIT O
-
Joinder Agreement
EXECUTION COPY
AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 1, 2006 and amended
and restated as of December 19, 2006, among AURORA ACQUISITION MERGER SUB, INC.,
a Delaware corporation ("Merger Sub") to be merged with and into ALERIS
INTERNATIONAL, INC., a Delaware corporation ("Aleris"), Aleris, 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 (as
defined below), collectively, the "Borrowers" and each, a "Borrower"), the
Lenders party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION, NATIONAL
CITY BUSINESS CREDIT and KEY BANK NATIONAL ASSOCIATION, as co-documentation
agents, GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication 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, the Borrowers, the Existing Lenders and the Administrative Agent are
parties to a Term Loan Agreement, dated as of August 1, 2006 (as the same has
been amended, modified or supplemented to, but not including the Restatement
Effective Date, the "Existing Term Loan Agreement");
WHEREAS, the Borrowers have requested that the Existing Term Loan Agreement be
amended and restated in its entirety and, 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