Dated as of June 11,
2008
Reference is
made to the Credit Agreement, dated as of July 6, 2007 (as
amended, amended and restated, supplemented or otherwise modified
from time to time, the “ Credit Agreement ”),
among NOVELIS INC., a corporation formed under the Canada Business
Corporations Act, NOVELIS CORPORATION, a Texas corporation, AV
ALUMINUM INC., a corporation formed under the Canada Business
Corporations Act, the Subsidiary Guarantors (such term and each
other capitalized term used but not defined herein having the
meaning given to it in the Credit Agreement), the Lenders, UBS AG,
STAMFORD BRANCH, as administrative agent for the Lenders, UBS AG,
STAMFORD BRANCH, as collateral agent for the Secured Parties, the
other agents party thereto, and ABN AMRO INCORPORATED and UBS
SECURITIES LLC, as joint lead arrangers and joint
bookmanagers.
WHEREAS, the
Guarantors have entered into the Credit Agreement and the
applicable Security Documents in order to induce the Lenders to
make the Loans to or for the benefit of the Borrowers;
WHEREAS,
pursuant to Section 5.1l(b) of the Credit Agreement, certain
Subsidiaries are required to become Guarantors under the Credit
Agreement by executing a Joinder Agreement. BELLONA-TRADING
INTERNACIONAL, SOCIEDADE, UNIPESSOAL, LDA (the “ New
Guarantor ”) is executing this joinder agreement (“
Joinder Agreement ”) to the Credit Agreement as of
June 11, 2008 and as consideration for the Loans previously
made by the Lenders and as consideration for the other agreements
of the Lenders and the Agents under the Loan Documents and as
consideration for other good and valid consideration the receipt
and sufficiency of which is hereby acknowledged.
NOW, THEREFORE,
the Administrative Agent, Collateral Agent and the New Guarantor
hereby agree as follows:
1.
Guarantee. In accordance with Section 5.1l(b) of the
Credit Agreement, the New Guarantor by its signature below becomes
a Guarantor under the Credit Agreement with the same force and
effect as if originally named therein as a Guarantor.
2.
Representations and Warranties. The New Guarantor hereby
(a) agrees to all the terms and provisions of the Credit
Agreement applicable to it as a Guarantor thereunder and
(b) represents and warrants that the representations and
warranties made by it as a Guarantor thereunder are true and
correct in all material respects (except that any representation
and warranty that is qualified as to “materiality” or
“Material Adverse Effect” shall be true and correct in
all respects) on and as of the date hereof, except to the extent
such representations and warranties expressly relate to an earlier
date, in which case such representation and warranty shall have
been true and correct in all material respects (or, in the case of
any representation and warranty that is qualified as to
“materiality” or “Material Adverse Effect”,
true and correct in all respects) as of such earlier date,
and
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