of any internal agreement passed
in that respect.
This deed was read aloud by the notary to the deponents, was approved by the
deponents and was signed by the deponents and the notary at 13:00 CET in their
own hands as follows:
- 4 -
Exhibit M-6
Execution Copy
Dated 17 December 2010
Between
NOVELIS ALUMINIUM HOLDING COMPANY
as Original Chargor
and
BANK OF AMERICA, N.A.
as Collateral Agent
GUARANTEE AND 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 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\2309705.7
CONTENTS
Clause
Page
1. Creation of security
1
2. Guarantee
6
3. Representations - General
8
4. Restrictions on Dealings
10
5. Land
10
6. Investments
14
7. Intellectual Property
17
8. Accounts
18
9. Relevant Contracts
21
10. Plant and Machinery
23
11. Insurance Policies
23
12. When Security Becomes Enforceable
24
13. Enforcement of Security
24
14. Receiver
26
15. Powers of Receiver
27
16. Application of proceeds
29
17. Taxes, Expenses and Indemnity
29
18. Delegation
29
19. Further Assurances
30
20. Power of Attorney
30
21. Preservation of Security
31
22. Miscellaneous
33
23. Loan Parties
34
24. Release
35
25. Counterparts
35
Clause
Page
26. Notices
35
27. The Collateral Agent as Trustee
36
28. Governing Law
37
29. Enforcement
37