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 (the “ Canadian Borrower ”),
NOVELIS CORPORATION, a Texas corporation, and the other U.S.
subsidiaries of the Canadian Borrower signatory thereto as
borrowers, NOVELIS UK LTD., a limited liability company
incorporated under the laws of England and Wales with registered
number 00279596, and NOVELIS AG, a stock corporation
(AG) organized under the laws of Switzerland, 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, ABN AMRO BANK
N.V., as U.S./European issuing bank, as swingline lender, as
administrative agent for the Lenders, LASALLE BUSINESS CREDIT, LLC,
as funding agent and as collateral agent for the Secured Parties
and the Issuing Bank, UBS Securities LLC, as syndication agent,
Bank of America, N.A., National City Business Credit, Inc. and Cit
Business Credit Canada Inc., as documentation agents, ABN AMRO BANK
N.V. Canada Branch, as Canadian administrative agent, Canadian
funding agent and Canadian issuing bank 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 and the Issuing Bank to issue Letters of Credit to
or for the benefit of the Borrowers;
WHEREAS, pursuant
to Section 5.11(b) of the Credit Agreement, certain
Subsidiaries that are required to become a Loan Party are required
to become Guarantors under the Credit Agreement by executing a
Joinder Agreement. NOVELIS PAE S.A.S. (the “ New
Guarantor ”) is executing this joinder agreement (“
Joinder Agreement ”) to the Credit Agreement in order
to induce the Lenders to make additional Revolving Loans and the
Issuing Bank to issue Letters of Credit and as consideration for
the Loans previously made and Letters of Credit previously
issued.
NOW, THEREFORE,
the Administrative Agent, Collateral Agent and the New Guarantor
hereby agree as follows:
1.
Guarantee. In accordance with Section 5.11 (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, subject to
the limitations set forth in Clause 2 herein.
2.
Guarantee Limitations.
(a) The
obligations and liabilities of the New Guarantor under the Credit
Documents and in particular under Article VII (
Guarantee ) of the Credit Agreement shall not include any
obligation or liability which if incurred would constitute the
provision of financial assistance within the meaning of article L.
225-216 of the French Code de commerce and/or would
constitute a misuse of corporate assets within the meaning of
article L. 241-3 or L. 242-6 of the French Code de commerce
or any other laws or regulations having the same effect, as
interpreted by French courts.
(b) The
obligations and liabilities of the New Guarantor under
Article VII ( Guarantee ) of the Credit Agreement for
the obligations under the Credit Documents of any other Guarantor
which is not a Subsidiary of the New Guarantor, shall be limited at
any time to an amount equal to the aggregate of all amounts
borrowed under the Credit Agreement by such other Guarantor as
Borrower to the extent directly or indirectly on-lent to the New
Guarantor under inter-company loan agreements and outstanding at
the date a payment is to be made by the New Guarantor under
Article VII ( Guarantee ) of the Credit Agreement, it
being specified that any payment made by the New Guarantor under
Article VII ( Guarantee ) of the Credit Agreement in
respect of the obligations of such Guarantor as Borrower shall
reduce pro tanto the outstanding amount of the inter-company
loans due by the New Guarantor under the inter-company loan
arrangements referred to above.
(c) The
obligations and liabilities of the New Guarantor under
Article VII ( Guarantee ) of the Credit Agreement for
the obligations under the Credit Documents of any Guarantor which
is its Subsidiary shall not be limited and shall therefore cover
all amounts due by such Guarantor as Borrower and/or as Guarantor,
as applicable. However, whe
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