AMENDED AND RESTATED METAL SUPPLY AGREEMENT

Exhibit 10.9

AMENDED AND RESTATED METAL SUPPLY AGREEMENT

between

NOVELIS INC.

(as Purchaser)

and

(as Supplier)

for the Supply of Sheet Ingot in Europe

Dated as of January 1, 2008

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION			1
2. METAL			8
3. FORCE MAJEURE			13
4. ASSIGNMENT			15
5. TERM AND TERMINATION			16
6. EVENTS OF DEFAULT			16
7. DISPUTE RESOLUTION			18
8. MISCELLANEOUS			20

SCHEDULES

1		Logistics Cost
2		Metal Specifications
3.		Product Premium
4.		Shipment and Delivery Performance

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 Metal at the Delivery Sites; 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.		DEFINITIONS AND INTERPRETATION
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.

2

		“ Alcan Group ” means Alcan and its Affiliates from time to time.
		“ Annual Base Quantity ” means in respect of each Contract Year, *** Tonnes of Metal; provided that commencing in respect of the *** Contract Year, either Party, by notice to the other Party no later than 18 months prior to the commencement of a Contract Year, may reduce the Annual Base Quantity for such Contract Year and all subsequent Contract Years by *** Tonnes. Only one such reduction will be permitted to be exercised in respect of any Contract Year (i.e. the Annual Base Quantity may not be so reduced by more than *** Tonnes in any Contract Year, but the Annual Base Quantity may be reduced again in a subsequent Contract Year). For example, in ***, a Party reduces the Annual Base Quantity for *** and all subsequent Contract Years by *** Tonnes to *** Tonnes ; in ***, a Party reduces the Annual Base Quantity for *** and all subsequent Contract Years by an additional *** Tonnes to *** Tonnes;no further reductions are made for the *** and *** Contract years ; in ***, a Party reduces the Annual Base Quantity for *** and all subsequent Contract Years by an additional *** Tonnes to *** Tonnes; in *** , a Party reduces the Annual Base Quantity for *** by an additional *** Tonnes to ***, in which case the Agreement shall terminate on ***.
		“ 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.
		“ Bill of Lading Date ” means the date of the bill of lading representing Metal cargo to be delivered under this Agreement.
		“ 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 London, Frankfurt or Zurich is a legal holiday, or (ii) a day on which banks are authorized by Applicable Law to close in the City of London, Frankfurt or Zurich.

		“ CIP ” means, to the extent not inconsistent with the provisions of this Agreement, CIP 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 Price ” means, for each Tonne of Metal sold and purchased hereunder in any month:

(a)

in respect of Metal supplied to a Delivery Site outside of the United Kingdom from a Supplier Facility located inside Continental Europe, the aggregate of the following:

	(i)		the LME Cash Aluminum Price for the month of shipment;
	(ii)		plus the Logistics Cost, or in the case of delivery from a Supplier Facility located outside of Continental Europe, plus the cost of freight and insurance from Rotterdam to the Delivery Site as is the current practice, (unless Purchaser arranges and pays for freight, in which event such charge shall not be applied);
	(iii)		plus the Product Premium;
	(iv)		plus the EC Duty Paid Premium (LME duty paid premium indicator / HG Cash (average of bid and ask), as published in Metal Bulletin, for the month of shipment.

(b)

in respect of Metal supplied to a Delivery Site in the United Kingdom, the aggregate of:

	(i)		the LME Cash Aluminum Price for the month of shipment.
	(ii)		plus the Logistics Cost (unless Purchaser arranges and pays for the freight, in which event such charge shall not be applied);

	(iii)		plus the Product Premium;
	(iv)		plus the EC Duty Paid Premium (average of bid and ask) for the month of shipment; and
	(v)		minus, in the case of supply of Metal to Rogerstone, the Rogerstone Discount.

		“ Contract Year ” means each calendar year during the Term and any renewals thereof (sometimes referred to as Contract Year 1, Contract Year 2, etc.).
		“ 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 hereunder in the Order provided by the Purchaser hereunder:

(a)

the following locations in the United Kingdom:

(i)

Rogerstone; and

(b)

the following locations in continental Europe:

	(i)		Norf;
	(ii)		Sierre; and

(c)

such other facilities of the Purchaser as may be agreed by the Parties.

		“Disputes” has the meaning set forth in Section 7.1.
		“ Dollars ” or “ $ ” means the lawful currency of the United States of America.
		“ EC Duty Paid Premium ” means for any calendar month, the arithmetic average of the EC Duty Paid Premium for primary high grade aluminum, as published by Metal Bulletin on each day during the calendar month of shipment or as otherwise determined pursuant to Section 2.6(c).
		“ Euros ” means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty Establishing the European Community, as amended by the Treaty on European Union.
		“ 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.
		“ LME Cash Aluminum Price ” for any calendar month means the arithmetic average of the LME cash seller’s and buyer’s prices for primary high grade aluminum, as published by the LME internet site at www.lme.co.uk, at page “LME official closing and reference prices” on each day during the calendar month of shipment or as otherwise determined pursuant to Section 2.6(b).
		“ Logistics Cost ” means those logistics-related costs charged to Purchaser in accordance with current practice, as further set forth in Schedule 1.
		“ Metal ” means aluminum sheet ingot having the specifications set forth in Schedule 2 .
		“ Novelis ” means Novelis Inc. and its successor and permitted assigns.
		“ Novelis Group ” means Novelis Inc. and its Affiliates from time to time.

		“ Order ” has the meaning set forth in Section 2.4.
		“ 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.
		“ 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.
		“ Product Premium ” means those product related premiums charged to the Purchaser in accordance with current practice and as set forth in Schedule 3.
		“ 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.
		“Rogerstone Discount” means in respect of each Tonne of Metal supplied to Purchaser’s Rogerstone facility from Supplier Facilities at Lochaber or Lynemouth, $*** per Tonne for supply up to *** Tonnes in *** and $*** per Tonne for supply up to *** Tonnes in ***.
		“ Sales Tax ” 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 Metal as set out in Schedule 2 .

		“ 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 any of the facilities of the Supplier located at Dunkerque, Isal, Lochaber, Lynemouth, St. Jean, or Lannemezan, or such other facilities as may be agreed by the Purchaser in accordance with Section 2.1(b).
		“ 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 currency references to LME metal-related components herein are to U.S. dollars unless otherwise specified. All other references to currency herein are to Euros unless otherwise specified. All currency conversions required for purposes of calculating the applicable Contract Price and various components thereof as well as any other amounts payable hereunder shall be made utilizing the monthly average of the daily spot Euro/Dollar exchange rate of the European Central Bank adjusted by the swap points on two-month forward purchase contracts for the relevant currency.
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.		METAL
2.1		Supply and Sale by the Supplier

	(a)		Subject to the terms and conditions of this Agreement, beginning on January 1, 2008 and continuing throughout the Term of this Agreement, the Supplier shall supply and sell to the Purchaser in each Contract Year, “CIP the applicable Delivery Site, a quantity of Metal equal to the Annual Base Quantity, subject to adjustment resulting from the monthly purchases of Metal pursuant to and in accordance with Section 2.4 (i).
	(b)		The Supplier shall supply Metal from a Supplier Facility of the Supplier’s choosing provided that the relevant Supplier Facility is qualified by the Supplier to supply the specific Metal alloys with mould specifications and other material specifications requested by the Purchaser. Supplier shall provide details of supply by Supplier Facility in the same form as provided in accordance with current practice as at the date hereof. Supplier may also supply Metal from such other sources and locations as may be agreed by the Parties. If the Supplier wishes at any time to deliver Metal hereunder to the Purchaser from a source other than the facilities named in the definition of “Supplier Facilities” herein, it may do so provided such Metal complies with the Specifications and the Purchaser has confirmed in writing that the source of such Metal is acceptable to it. The Purchaser shall act reasonably in providing such confirmation.
	(c)		The quantity of Metal which the Purchaser agrees to purchase and the Supplier agrees to supply hereunder shall be subject to reduction on a pro rata basis in the event the Supplier provides notice to the Purchaser that one of the Supplier Facilities owned by the Supplier has been temporarily or permanently shut down by the Supplier, provided such shut down has occurred as a result of a good faith decision by the Supplier that the continued operation of such Supplier Facility would be uneconomic or otherwise unviable or non-value maximizing for the Supplier. This reduction shall be for such quantity as may be agreed by the Parties and, failing agreement, shall be for such quantity as is equal to the Annual Base Quantity for the applicable Contract Year multiplied by the annual reduction capacity of the Supplier Facilities that have been shut down, and divided by the total annual production capacity of all Supplier Facilities before giving effect to the shut down.
			Annual Base Quantity for the relevant Contract Years and other related volume levels will be adjusted accordingly. Any reduction pursuant to this section 2.1(c) in the Supplier’s obligation to supply Metal shall only take effect 18 months after Supplier has provided notice thereof to Purchaser.
			Likewise, should the Purchaser decide to shut down any of its facilities being supplied under this Agreement, Purchaser will be entitled to reduce Annual

Base Quantities in a similar manner and with the same 18-month notice to Supplier.

2.2		Purchase by the Purchaser
		Subject to the terms and conditions of this Agreement, beginning on January 1 , 2008 and continuing throughout the Term of this Agreement, the Purchaser shall purchase and take delivery from the Supplier in each Contract Year ,“CIP the applicable Delivery Site” , a quantity of Metal equal to the Annual Base Quantity , subject to adjustment resulting from the monthly purchases of Metal pursuant to and in accordance with Section 2.4(i).
2.3		Notification of Estimated Quantities of Metal Required by the Purchaser

	a)		The Purchaser and the Supplier shall use Commercially Reasonable Efforts to arrange for shipping and delivery to be evenly spread on a monthly basis throughout each Contract Year.
	b)		The quantity of Metal to be sold and purchased hereunder (i) in each calendar month of the Term shall not exceed ***% or be less than ***% of one twelfth (1/12) of the Annual Base Quantity for the relevant Contract Year and (ii) in each Contract Year shall not exceed the Annual Base Quantity for such Contract Year or be less than ***% of the Annual Base Quantity for such Contract Year. Any variations to the sale and purchase of the Annual Base Quantity in any Contract Year shall only occur as a result of the monthly purchases of Metal pursuant to and in accordance with section 2.4(i).

2.4

Scheduling of Quantities

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 Metal it will purchase during the following calendar month (an “Order”); the Purchaser shall use Commercially Reasonable Efforts to ensure that the quantities identified in the Orders 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 ***% of the Annual Base Quantity divided by 12; and

(ii)

the Purchaser’s best estimate (which is non-binding) of its Metal requirements during the two (2) calendar months following the calendar month referred to in Section 2.4 (i).

2.5

Supplier’s Shipping Obligations

	(a)		The Supplier shall supply to the Purchaser, and the Purchaser shall purchase from the Supplier, in accordance with the terms hereof, in each month, such quantity of Metal as is identified by the Purchaser in respect of such calendar month in the Order for such month delivered by the Purchaser in accordance with Section 2.4 ; provided that during each calendar month the Purchaser, by notice to the Supplier, may vary the quantity of Metal to be purchased in such month to a quantity of Metal between ***% and ***% of the quantity of Metal identified in the Order for such calendar month, subject to meeting the requirements of Section 2.4(i) relative to minimum and maximum monthly quantities and of Section 2.3(b) relative to the Annual Base Quantity.
	(b)		Notwithstanding the provisions of Incoterms 2000 and Section 2.9, the Supplier acknowledges its responsibility to make all necessary arrangements for the shipment and insurance for the transportation of Metal to the Delivery Site on behalf of the Purchaser unless purchaser decides to arrange and pay for the freight. The Supplier shall act as the disclosed agent of the Purchaser in entering into contracts for hiring carriers and obtaining insurance for the shipment of Metal under this Agreement. In doing this, the Supplier shall use Commercially Reasonable Efforts to obtain competitive freight and insurance rates and shall consult with the Purchaser before entering into any long term contracts for hiring carriers or obtaining insurance on behalf of the Purchaser. The Supplier shall use Commercially Reasonable Efforts to ensure that such transportation is suitable for delivering the Metal to the Delivery Site and complies with insurance requirements.
	(c)		Matters regarding shipment and delivery performance hereunder shall be governed by the provisions of Schedule 4 .

2.6

Price

	(a)		The price payable by the Purchaser to the Supplier for each Tonne of Metal sold and purchased pursuant to Sections 2.1 and 2.2 shall be the Contract Price applicable to the Delivery Site to which such Metal is delivered. The calendar month used for calculating the Contract Price for any shipment of Metal shall be the calendar month of shipment set forth in the relevant Order.
	(b)		In the event that (i) LME ceases or suspends trading in aluminum, (ii) Metal Bulletin ceases to be published or ceases publication of the relevant reference price for determining the EC Duty Paid Premium or (iii) the LME internet site ceases to publish the mean cash price for determining the LME Cash Aluminum Price, the Parties shall meet with a view to agreeing on an alternative publication or, as applicable, 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.
	(c)		I