similar laws of any jurisdiction in which any Loan Party is
organized or incorporated (as applicable), or otherwise unable to pay its debts
as they fall due.
[Signature Page Follows]
EXHIBIT O-1
In Witness Whereof, the undersigned has executed this certificate on the date
first written above.
NOVELIS CORPORATION
By:
Name:
Title:
NOVELIS PAE CORPORATION
By:
Name:
Title:
NOVELIS, INC.
By:
Name:
Title:
NOVELIS UK LTD
By:
Name:
Title:
EXHIBIT O-2
NOVELIS AG
By:
Name:
Title:
NOVELIS CAST HOUSE
TECHNOLOGY LTD.
By:
Name:
Title:
4260848 CANADA INC.
By:
Name:
Title:
4260856 CANADA INC.
By:
Name:
Title:
NOVELIS NO. 1 LIMITED
PARTNERSHIP
By:
4260848 CANADA INC.
Its: General Partner
By:
Name:
Title:
NOVELIS BRAND LLC
By:
Name:
Title:
EXHIBIT O-3
NOVELIS SOUTH AMERICA HOLDINGS LLC
By:
Name:
Title:
ALUMINUM UPSTREAM HOLDINGS
LLC
By:
Name:
Title:
NOVELIS EUROPE HOLDINGS
LIMITED
By:
Name:
Title:
NOVELIS DEUTSCHLAND GMBH
By:
Name:
Title:
NOVELIS SWITZERLAND SA
By:
Name:
Title:
EXHIBIT O-4
NOVELIS TECHNOLOGY AG
By:
Name:
Title:
AV METALS INC.
By:
Name:
Title:
NOVELIS DO BRASIL LTDA.
By:
Name:
Title:
NOVELIS SERVICES LIMITED
By:
Name:
Title:
NOVELIS MADEIRA,
UNIPESSOAL, LDA
By:
Name:
Title:
NOVELIS LUXEMBOURG S.A.
By:
Name:
Title:
NOVELIS PAE S.A.S.
By:
Name:
Title:
EXHIBIT O-5
Present when the Common Seal of
NOVELIS ALUMINIUM HOLDING COMPANY
was hereunto affixed in the presence of:
Name:
Title:
Name:
Title:
NOVELIS ACQUISITIONS LLC
By:
Name:
Title:
NOVELIS NORTH AMERICA HOLDINGS INC.
By:
Name:
Title:
EXHIBIT O-6
EXHIBIT P
Form of Intercompany Note
PROMISSORY NOTE
$[Loan Amount]
Date: [Date]
FOR VALUE RECEIVED, the undersigned [INTERCOMPANY BORROWER], a company
organized under the laws of [Intercompany Jurisdiction] ("Borrower"), HEREBY
PROMISES TO PAY to the order of [INTERCOMPANY LENDER], a [Type of Entity]
organized under the laws of [Intercompany Lender Jurisdiction] ("Lender") on
[Term Loan Maturity Date] (the "Maturity Date") and in accordance with the terms
and conditions of the Subordination Agreements (as defined below) the principal
sum of [________________] or, if less, the aggregate principal amount of the
Advances (as defined below) made by Lender to the Borrower pursuant to Section 1
below.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Intercreditor Agreement, dated as of December 14,
2010 (as amended, restated, supplemented, modified or replaced from time to
time, the "Intercreditor Agreement"), by and among NOVELIS INC., a corporation
amalgamated under the Canada Business Corporations Act (the "Parent Borrower"),
NOVELIS CORPORATION, a Texas corporation, NOVELIS PAE CORPORATION, a Delaware
corporation, NOVELIS BRAND LLC, a Delaware limited liability company, NOVELIS
SOUTH AMERICA HOLDINGS LLC, a Delaware limited liability company, ALUMINUM
UPSTREAM HOLDINGS LLC, a Delaware limited liability company, NOVELIS UK LTD, a
limited liability company incorporated under the laws of England and Wales with
registered number 00279596, NOVELIS AG, a stock corporation (AG) organized under
the laws of Switzerland, AV METALS INC., a corporation formed under the Canada
Business Corporations Act ("Holdings"), the subsidiaries of Holdings from time
to time party thereto, BANK OF AMERICA, N.A.,