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 5.1 l(b) of the Credit Agreement, certain
Subsidiaries 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 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 5.11 (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
1
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, where such Subsidiary is not incorporated in
France, the amounts payable by the New Guarantor under this
paragraph (c) in respect of obligations of this Subsidiary as
Guarantor, shall be limited as set out in paragraph
(b) above.
3.
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 (subject to
the limitations set forth in Clause 2 herein) and
(b) represents and warrants that the representations and
warranti
|
