Loan Collateral Agent and the Revolving Credit
Collateral Agent or, following notice from the Term Loan Collateral Agent
advising us that the Term Loan Release Date (as defined in the Term Loan
Security Agreement) has occurred, the Revolving Credit Collateral Agent.
This letter is governed by English law.
Yours faithfully,
(Authorised signatory)
[Counterparty]
37
SIGNATORIES
Signed, Sealed and Delivered as a Deed
)
by duly appointed attorney
)
For and on behalf of
)
NOVELIS AG
)
38
SIGNED as a deed by
BANK OF AMERICA, N.A.
in its capacity as Collateral Agent
acting by authorised signatory:
Peter M. Walther, Senior Vice President
39
EXECUTION COPY
Dated __ December 2010
Between
NOVELIS DEUTSCHLAND GMBH
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
8
4. RESTRICTIONS ON DEALINGS
9
5. ACCOUNTS
9
6. CASH MANAGEMENT DOCUMENTS
11
7. INTELLECTUAL PROPERTY
12
8. WHEN SECURITY BECOMES ENFORCEABLE
14
9. ENFORCEMENT OF SECURITY
15
10. ADMINISTRATOR
18
11. RECEIVER
19
12. POWERS OF RECEIVER
20
13. APPLICATION OF PROCEEDS
21
14. TAXES, EXPENSES AND INDEMNITY
22
15. DELEGATION
22
16. FURTHER ASSURANCES
22
17. POWER OF ATTORNEY
23
18. PRESERVATION OF SECURITY
23
19. MISCELLANEOUS
25
20. RELEASE
27
21.