AMENDED AND RESTATED METAL SUPPLY AGREEMENT

Exhibit 10.6

AMENDED AND RESTATED METAL SUPPLY AGREEMENT

between

NOVELIS INC.

(as Purchaser)

and

(as Supplier)

Dated as of January 1, 2008

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION			1
1.1 Definitions			1
1.2 Currency			5
1.3 Vienna Convention			6
2. ALUMINUM			6
2.1 Supply and Sale by the Supplier			6
2.2 Purchase by the Purchaser			6
2.3 Notification of Quantities of Aluminum Required by the Purchaser			6
2.4 Scheduling of Quantities			7
2.5 Supplier’s Shipping Obligations			7
2.6 Price			8
2.7 Quality			9
2.8 Payment			9
2.9 Delivery			10
2.10 Title and Risk of Loss			10
2.11 Continuous Supply Chain Improvement			10
3. FORCE MAJEURE			10
3.1 Effect of Force Majeure			10
3.2 Definition			11
3.3 Notice			11
3.4 Pro Rata Allocation			11
3.5 Consultation			12
3.6 Termination			12
4. ASSIGNMENT			12
4.1 Prohibition on Assignments			12
4.2 Assignment within Alcan Group or Novelis Group			12
5. TERM AND TERMINATION			13
5.1 Term			13
5.2 Extension			13
5.3 Termination			14
6. EVENTS OF DEFAULT			14
7. DISPUTE RESOLUTION			15
7.1 Disputes			15
7.2 Negotiation			15
7.3 Mediation			15
7.4 Arbitration			17
7.5 Continuing Obligations			18

8. MISCELLANEOUS			18
8.1 Construction			18
8.2 Notices			19
8.3 Governing Law			19
8.4 Judgment Currency			20
8.5 Entire Agreement			20
8.6 Severability			20
8.7 Survival			20
8.8 Execution in Counterparts			20
8.9 Amendments			21
8.10 Waivers			21
8.11 No Partnership			21
8.12 Taxes, Royalties and Duties			21
8.13 Limitations of Liability			21
8.14 Confidentiality			21
8.15 Protective Arrangements			23
SCHEDULES
1 Aluminum Specifications
2. Low Profile Sow

AMENDED AND RESTATED METAL SUPPLY AGREEMENT

THIS AGREEMENT entered into in the City of Montréal, Province of Quebec, as of January 1, 2008.

BETWEEN:		NOVELIS INC., a corporation organized under the Canada Business Corporations Act (“ Novelis ” or the “ Purchaser ”);
AND:		RIO TINTO ALCAN INC. (formally known as Alcan Inc.) , a corporation organized under the Canada Business Corporations Act (“ Alcan ” or the “ Supplier ”).

RECITALS:

WHEREAS the Parties entered into a Metal Supply Agreement dated January 5, 2005 (the “Original Agreement”) relating to the supply of Aluminum at the Delivery Sites, which agreement expired on December 31, 2007; and

WHEREAS the Parties wish to modify certain of the terms and conditions of the Original Agreement and amend and restate the Original Agreement by this Agreement.

NOW THEREFORE, in consideration of the mutual agreements, covenants and other provisions set forth in this Agreement, the Parties hereby agree as follows:

	1.1		Definitions
			For the purposes of this Agreement, the following terms and expressions and variations thereof shall, unless another meaning is clearly required in the context, have the meanings specified or referred to in this Section 1.1:
			“ Affected Party ” has the meaning set forth in Section 3.1.
			“ Affiliate ” of any Person means any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such first Person as of the date on which or at any time during the period for when such determination is being made. For purposes of this definition, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.
			“ Agreement ” means this Amended and Restated Metal Supply Agreement, including all of the Schedules hereto.

			“ Alcan ” means Rio Tinto Alcan Inc. and its successors and permitted assigns.
			“ Alcan Group ” means Alcan and its Subsidiaries from time to time.
			“ Aluminum ” means aluminum metal conforming to the Specifications set forth in Schedule 1 , produced at the Supplier Facilities.
			“ Aluminum Price ” for any calendar month means the arithmetic average of the “ MW US Transaction” price for primary high grade aluminum as published in Platt’s Metals Week on each day during such calendar month or as otherwise determined pursuant to Section 2.6(b), less the Oswego Discount.
			“ Applicable Law ” means any applicable law, rule or regulation of any Governmental Authority or any outstanding order, judgment, injunction, ruling or decree by any Governmental Authority.
			“ Base Contract Tonnage ” means in respect of each Contract Year, *** Tonnes.
			“ Business Concern ” means any corporation, company, limited liability company, partnership, joint venture, trust, unincorporated association or any other form of association.
			“ Business Day ” means any day excluding (i) Saturday, Sunday and any other day which, in the City of Montréal (Canada) or in the City of New York (United States), is a legal holiday, or (ii) a day on which banks are authorized by Applicable Law to close in the city of Montréal (Canada) or in the city of New York (United States).
			“CIF” means CIF as defined in Incoterms 2000, published by the ICC, Paris, France, as amended from time to time.
			“ Commercially Reasonable Efforts ” means the efforts that a reasonable and prudent Person desirous of achieving a business result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible in the context of commercial relations of the type contemplated in this Agreement; provided, however, that an obligation to use Commercially Reasonable Efforts under this Agreement does not require the Person subject to that obligation to assume any material obligations or pay any material amounts to a Third Party or take actions that would reduce the benefits intended to be obtained by such Person under this Agreement.
			“ Consent ” means any approval, consent, ratification, waiver or other authorization.

			“ Contract Year ” means each calendar year during the Term and any extension thereof.
			“ CPT ” means, to the extent not inconsistent with the provisions of this Agreement, CPT as defined in Incoterms 2000, published by the ICC, Paris, France, as amended from time to time.
			“ Default Interest Rate ” means the rate of interest charged by the Supplier from time to time on late payments in accordance with Supplier’s normal commercial practice as indicated on invoices issued by Supplier to Purchaser hereunder.
			“ Defaulting Party ” has the meaning set forth in Section 6.
			“ Delivery Site ” means any of the following facilities of the Purchaser as specified, in respect of each shipment of Aluminum, in the Monthly Requirement Schedule provided by the Purchaser hereunder:

	(a)		Logan Aluminum, Russelville, Kentucky;
	(b)		Oswego Plant or Port of Oswego, as applicable, Oswego, New York;
	(c)		Berea Plant, Berea, Kentucky;
	(d)		Greensboro Plant, Greensboro, Georgia; and
	(e)		such other facilities of the Purchaser as may be agreed to by the Parties in writing.

			“ Disputes ” has the meaning set forth in Section 7.1.
			“ Dollars ” or “ $ ” means the lawful currency of the United States of America.
			“ Event of Default ” has the meaning set forth in Section 6.
			“ Force Majeure ” has the meaning set forth in Section 3.2.
			“ Governmental Authority ” means any court, arbitration panel, governmental or regulatory authority, agency, stock exchange, commission or body.
			“ Governmental Authorization ” means any Consent, license, certificate, franchise, registration or permit issued, granted, given or otherwise made available by, or under the authority of, any Governmental Authority or pursuant to any Applicable Law.
			“ Group ” means Alcan Group or Novelis Group, as the context requires.
			“ ICC ” means the International Chamber of Commerce.

			“ Incoterms 2000 ” means the set of international rules updated in the year 2000 for the interpretation of the most commonly used trade terms for foreign trade, as published by the ICC.
			“ Information ” means any information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, test procedures, research, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, manufacturing techniques, manufacturing variables, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, products, product plans, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer information, customer services, supplier information, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.
			“ LME ” means the London Metal Exchange.
			“ Metal Requirement Schedules ” means the Monthly Requirement Schedule.
			“ Monthly Requirement Schedule ” has the meaning set forth in Section 2.4(a).
			“ Novelis ” means Novelis Inc. and its successors and permitted assigns.
			“ Novelis Group ” means Novelis and its Subsidiaries from time to time.
			“ Ordinary Course of Business ” means any action taken by a Person that is in the ordinary course of the normal, day-to-day operations of such Person and is consistent with the past practices of such Person.
			“ Original Agreement ” has the meaning set out in the Preamble to this Agreement.
			“ Oswego Discount ” means with respect to purchases of Aluminium shipped to the Purchaser’s Oswego, New York Delivery Site, $*** per Tonne or, if shipped to such Delivery Site by barge, $*** per Tonne.
			“ Party ” means each of the Purchaser and the Supplier as a party to this Agreement and “ Parties ” means both of them.

			“ Person ” means any individual, Business Concern or Governmental Authority.
			“ Purchaser ” has the meaning set forth in the Preamble to this Agreement.
			“ Representatives ” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants or attorneys.
			“ Sales Taxes ” means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed by a Governmental Authority pursuant to Applicable Law.
			“ Separation Agreement ” means the Separation Agreement dated December 31, 2004 between the Parties, as amended, restated or modified from time to time.
			“ Specifications ” means specifications for Aluminum as set out in Schedule 1 , as such Schedule may be amended from time to time by agreement of the Parties.
			“ Subsidiary ” of any Person means any corporation, partnership, limited liability entity, joint venture or other organization, whether incorporated or unincorporated, of which a majority of the total voting power of capital stock or other interests entitled (without the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, is at the time owned or controlled, directly or indirectly, by such Person.
			“ Supplier ” has the meaning set forth in the Preamble to this Agreement.
			“ Supplier Facilities ” means smelters owned by the Supplier or any other smelters that produce LME registered brand aluminum (other than smelters located in India, Egypt or Iran).
			“ Term ” has the meaning set forth in Section 5.1.
			“ Terminating Party ” has the meaning set forth in Section 6.
			“ Third Party ” means a Person that is not a Party to this Agreement, other than a member or an Affiliate of Alcan Group or a member or an Affiliate of Novelis Group.
			“ Tonne ” means 1,000 kilograms.

	1.2		Currency
			All references to currency herein are to Dollars unless otherwise specified.

	1.3		Vienna Convention
			The Parties agree that the terms of the United Nations Convention (Vienna Convention) on Contracts for the International Sale of Goods (1980) shall not apply to this Agreement or the obligations of the Parties hereunder.

2.1

Supply and Sale by the Supplier

	(a)		Subject to the terms and conditions of this Agreement, beginning on the date hereof and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract Year , “CPT the applicable Delivery Site” (except in the case of shipment by barge to the Oswego, New York Delivery Site, which shall be delivered CIF Port of Oswego) , a quantity of Aluminum equal to the Base Contract Tonnage, subject to adjustment resulting from the monthly purchases of Aluminum pursuant to and in accordance with Section 2.4 (a).
	(b)		The Supplier shall supply Aluminum from a Supplier Facility of the Supplier’s choosing or from such other sources and locations as may be agreed by the Parties .

	2.2		Purchase by the Purchaser
			Subject to the terms and conditions of this Agreement, beginning on the date hereof and continuing throughout the Term of this Agreement, the Purchaser shall purchase and take delivery from the Supplier in each Contract Year , “CPT the applicable Delivery Site” (except in the case of shipment by barge to the Oswego, New York Delivery Site, which shall be delivered CIF Port of Oswego), a quantity of Aluminum equal to the Base Contract Tonnage, subject to adjustment resulting from the monthly purchases of Aluminum pursuant to and in accordance with Section 2.4 (a).
	2.3		Notification of Quantities of Aluminum Required by the Purchaser

	(a)		The Purchaser and the Supplier shall use Commercially Reasonable Efforts to arrange for shipping and delivery schedules to be evenly spread on a monthly basis throughout each Contract Year.
	(b)		The quantity of Aluminum to be sold and purchased hereunder (i) in each calendar month of the Term shall not exceed *** Tonnes or be less than *** Tonnes and (ii) in each Contract Year shall not exceed *** Tonnes or be less than *** Tonnes. Any

variations to the sale and purchase of the Base Contract Tonnage in any Contract Year shall only occur as a result of the monthly purchases of Aluminum pursuant to and in accordance with Section 2.4 (a).

2.4

Scheduling of Quantities

(a)

Subject to Section 2.3(b), throughout the Term of this Agreement, by the fifteenth (15th) day of each calendar month (and if such day is not a Business Day, on the Business Day immediately preceding such 15 th day), the Purchaser shall notify the Supplier of:

	(i)		the quantity of Aluminum it will purchase during the following calendar month; the Purchaser shall use Commercially Reasonable Efforts to ensure that the quantities identified in the Monthly Requirement Schedules in each Contract Year are as nearly equal as possible, and in any event would not fluctuate in respect of delivery in any particular month by more or less than ten percent (10%) of the Base Contract Tonnage divided by 12; and
	(ii)		the Purchaser’s best estimate (which is non-binding) of its Aluminum requirements during the two (2) calendar months following the calendar month referred to in Section 2.4(a)(i);
	collectively, the “ Monthly Requirement Schedule ”.

(b)

The Parties agree that no less than ***% of the Aluminum delivered hereunder for each Contract Year shall be delivered to the Purchaser’s Delivery Site located in Oswego, New York (spread approximately evenly throughout the year).

2.5

Supplier’s Shipping Obligations

(a)

The Supplier shall supply to the Purchaser, in accordance with the terms hereof, in each month, such quantity of Aluminum as is identified by the Purchaser in respect of such calendar month in the Monthly Requirement Schedule for such month delivered by the Purchaser in accordance with Section 2.4.

	(b)		Notwithstanding the provisions of Incoterms 2000 and Section 2.10, the Supplier acknowledges its responsibility to make all necessary arrangements for the shipment and the transportation of Aluminum to the Delivery Site on behalf of the Purchaser. The Supplier shall act as the disclosed agent of the Purchaser in entering into contracts for hiring carriers for the shipment of Aluminum under this Agreement. In doing this, the Supplier shall use Commercially Reasonable Efforts to obtain competitive freight rates and shall consult with the Purchaser before entering into any long term contracts for hiring carriers on behalf of the Purchaser. The Supplier shall use Commercially Reasonable Efforts to ensure that such transportation is suitable for delivering the Aluminum to the Delivery Site .
	(c)		The Supplier undertakes to maintain the same practices and levels of service in respect of shipments of Aluminum hereunder as are consistent with its past and current practices. The Supplier undertakes to ensure that any shipment of Aluminum supplied hereunder:

	(i)		to the Purchaser’s facilities at the Logan Aluminum Plant, Russelville, Kentucky, are made by either rail or truck, at the Supplier’s option; and
	(ii)		to the Purchaser’s other Delivery Sites, are made by rail, truck or other means of transport, at the option of the Supplier; provided that shipment by barge to the Delivery Site at Oswego, New York, shall require the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

2.6

Price

	(a)		The price payable by the Purchaser to the Supplier for each Tonne of Aluminum sold and purchased pursuant to Sections 2.1 and 2.2 shall be the Aluminum Price. The calendar month used for calculating the Aluminum Price for any shipment of Aluminum shall be the calendar month of shipment set forth in the relevant Monthly Requirement Schedule.
	(b)		In the event that (i) the LME ceases or suspends trading in Aluminum or (ii)  Platt’s Metal Week ceases to be published or ceases to publish the relevant reference price for determining the Aluminum Price, the Parties shall meet with a view to agreeing on an alternative publication or, as applicable, an alternative reference price. If the Parties fail to reach an agreement within sixty (60) days of any Party having notified the other to enter into discussions to agree to an alternative publication or reference price, then the Chairman of the LME in London, England or his nominee shall be requested to select a suitable reference in lieu thereof and an appropriate amendment to the terms of this Section 2.6. The decision of the Chairman or his nominee shall be final and binding on the Parties.

2.7

Quality

	(a)		Aluminum supplied under this Agreement shall comply with the Specifications set forth in Schedule 1 . The Supplier shall use Commercially Reasonable Efforts to notify the Purchaser prior to shipment of any Aluminum that does not meet Specifications. The Purchaser shall not be required to accept delivery of any Aluminum that does not meet Specifications. If the Purchaser does not accept delivery of Aluminum not meeting Specifications, the Supplier’s obligation shall be limited to the assumption of all costs for return of such Aluminum to the Supplier, and for the delivery of replacement Aluminum to the Purchaser. All other express or implied warranties, conditions and other terms relating to Aluminum hereunder, including warranties relating to merchantability or fitness for a particular purpose, are hereby excluded to the fullest extent permitted by Applicable Law.
	(b)		If the Specifications for Aluminum supplied by the Supplier change, the Supplier may propose that the Specifications set forth in Schedule 1 be amended to reflect such changes, and Schedule 1 shall be amended with the agreement of both Parties. If the revised Specifications do not result in increased costs for the processing of such Aluminum by the Purchaser, the Purchaser shall not withhold or delay its consent to such proposed amendment to the specifications.
	(c)		The Purchaser and the Supplier shall comply with their obligations set forth in Schedule 1 .

2.8

Payment

	(a)		The Purchaser shall pay the Supplier in full, in accordance with Supplier’s commercial invoice, for each shipment of Aluminum meeting the Specifications set out in Schedule 1 or otherwise accepted by Purchaser. Payment shall be made on the first (1 st ) day and the fourteenth (14 th ) day of each month during the Term (each a “Payment Date”), or if such day is not a Business Day, then on the immediately following Business Day. Payment shall be made on each Payment Date in respect of all invoices issued more than 30 days prior to such payment date and not previously paid, with invoices issued after such date being payable on the next following Payment Date.
	(b)		If the Purchaser believes that a shipment of Aluminum does not meet the Specifications set out in Schedule 1 and has rejected such shipment in a timely manner in accordance with the terms hereof, it need not pay the invoice. However, if the Purchaser subsequently accepts that the Aluminum complies with the Specifications set out in Schedule 1 , the Purchaser shall pay the invoice and, if payment is overdue pursuant to Section 2.8(a) above, interest in accordance with Section 2.8(c).
	(c)		If any payment required to be made pursuant to Section 2.8(a) above is overdue, the full amount shall bear int