NOVELIS NO. 1 LIMITED
PARTNERSHIP
This JOINDER
AGREEMENT, dated as of May 14, 2007, is delivered pursuant to
Section 7.10 (Additional Grantors) of the Pledge and
Security Agreement, dated as of January 7, 2005, by Novelis
Inc. (the “ Canadian Borrower ”), and the
Subsidiaries of the Canadian Borrower listed on the signature pages
thereof in favour of the Citicorp North America, Inc., as agent for
the Secured Parties referred to therein (the “ Pledge and
Security Agreement ”). Capitalized terms used herein but
not defined herein are used with the meanings given them in the
Pledge and Security Agreement.
By executing and
delivering this Joinder Agreement, the undersigned, as provided in
Section 7.10 (Additional Grantors) of the Pledge and
Security Agreement, hereby becomes a party to the Pledge and
Security Agreement as a Grantor thereunder with the same force and
effect as if originally named as a Grantor therein and, without
limiting the generality of the foregoing, hereby grants to the
Administrative Agent, as collateral security for the full, prompt
and complete payment and performance when due (whether at stated
maturity, by acceleration or otherwise) of the Secured Obligations
of the undersigned, hereby collaterally assigns, mortgages, pledges
and hypothecates to the Administrative Agent and grants to the
Administrative Agent a Lien on and security interest in, all of its
right, title and interest in, to and under the Collateral of the
undersigned and expressly assumes all obligations and liabilities
of a Grantor thereunder.
The information
set forth in Annex 1-A is hereby added to the information
set forth in Schedules 1 through 6 to the Pledge and
Security Agreement. By acknowledging and agreeing to this Joinder
Agreement, the undersigned hereby agrees that this Joinder
Agreement may be attached to the Pledge and Security Agreement and
that the Pledged Collateral listed on Annex 1-A to this
Pledge Amendment shall be and become part of the Collateral
referred to in the Pledge and Security Agreement and shall secure
all Secured Obligations of the undersigned.
The undersigned
hereby represents and warrants that each of the representations and
warranties contained in Article III (Representations
and Warranties) of the Pledge and Security Agreement applicable to
it is true and correct on and as the date hereof as if made on and
as of such date.
[Signature page follows.]
IN WITNESS
WHEREOF, the undersigned has caused this Joinder Agreement to be
duly executed and delivered as of the date first above
written.
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NOVELIS NO. 1
LIMITED PARTNERSHIP,
acting by its general partner 4260848 Canada Inc.
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By
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/s/ Orville
Lunking
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Name:
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Orville Lunking
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Title:
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Attorney-in-Fact
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Novelis No. 1 Limited
Partnership
Joinder Agreement — Signature Page
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ACKNOWLEDGED
AND AGREED
as of the date first above written:
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
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By
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/s/ Arnold Y.
Wong
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Name:
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Arnold Y.
Wong
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Title:
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Vice
President
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Novelis No. 1 Limited
Partnership
Joinder Agreement — Signature Page
Supplements to Pledge and
Security Agreement Schedules
Schedule 1
Jurisdiction of
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