AMENDMENT NO. 5 TO CREDIT AGREEMENT dated as of December 11, 2020, between NOVELIS INC., as Borrower, AV METALS INC., as Holdings, THE OTHER LOAN PARTIES PARTY HERETO, THE THIRD PARTY SECURITY PROVIDER, THE LENDERS PARTY HERETO, and STANDARD CHARTERED...
Exhibit 10.3
EXECUTION VERSION
AMENDMENT NO. 5 TO CREDIT AGREEMENT
dated as of December 11, 2020,
between
as Borrower,
AV METALS INC.,
as Holdings,
THE OTHER LOAN PARTIES PARTY HERETO,
THE THIRD PARTY SECURITY PROVIDER,
THE LENDERS PARTY HERETO,
and
STANDARD CHARTERED BANK,
as Administrative Agent and as Collateral Agent for the Lenders
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This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 11, 2020, is entered into between NOVELIS INC., a corporation amalgamated under the Canada Business Corporations Act and having its corporate office at Two Alliance Center, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ (the “Borrower”), AV METALS INC., a corporation formed under the Canada Business Corporations Act (“Holdings”), the other LOAN PARTIES (as defined in the Amended Credit Agreement referred to below), NOVELIS ITALIA S.P.A. (the “Third Party Security Provider”), the Lenders party hereto, and Standard Chartered Bank, being a company incorporated in England by Royal Charter 1853, with reference number ZC18 and whose registered office is ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, as administrative agent (in such capacity, and together with its successors in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, and together with its successors in such capacity, “Collateral Agent”) under the Amended Credit Agreement referred to below for the Lenders.
RECITALS
WHEREAS, Borrower, Holdings, the other Loan Parties, the Administrative Agent, the Collateral Agent and the Lenders from time to time party thereto entered into that certain Credit Agreement, dated as of January 10, 2017 (as amended by Amendment No. 1 to Credit Agreement, dated as of September 14, 2017, as further amended by Amendment No. 2 to Credit Agreement and Amendment to U.S. Security Agreement, dated as of November 20, 2018, as further amended by Increase Joinder Amendment to Credit Agreement, dated as of December 18, 2018, as further amended by Amendment No. 3 to Credit Agreement and Amendment No. 2 to U.S. Security Agreement, dated as of February 6, 2020, as further amended by the Increase Joinder Amendment, dated as of February 21, 2020, as further amended by Amendment No. 4 to Credit Agreement, dated as of August 25, 2020, and as further amended, supplemented, restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Amendment, the “Amended Credit Agreement”);
WHEREAS, the Third Party Security Provider has pledged certain assets to secure the Secured Obligations;
WHEREAS, the Designated Company has requested amendments to the Existing Credit Agreement as herein set forth; and
WHEREAS, the Designated Company, the Administrative Agent, the Collateral Agent and the Required Lenders party hereto, have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions herein provided.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:
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Section 1.Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Credit Agreement.
Section 2.Amendments. Subject to the terms and conditions set forth herein, effective as of the Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows:
a.Section 1.01 of the Existing Credit Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:
i.“Amendment No. 5” means that certain Amendment No. 5 to Credit Agreement, dated as of December 11, 2020, among the Borrower, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.
ii.“Amendment No. 5 Effective Date” means the “Amendment Effective Date” as defined in Amendment No. 5.
iii.“▇▇▇▇▇ Joint Venture Arrangement” means the production joint venture arrangement with Tri Arrows Aluminum Inc. governed by the terms of the ▇▇▇▇▇ Joint Venture Agreement, dated January 18, 1985, between Novelis Corporation, as successor in interest to Alcan Aluminum Corporation, and Tri Arrows Aluminum Inc. (“Tri Arrows”), as successor in interest to Arco ▇▇▇▇▇ Inc., as amended and supplemented from time to time.
iv.“▇▇▇▇▇ Joint Venture Licenses” means the non-exclusive licenses in favor of Novelis Corporation or any other Company from ▇▇▇▇▇ or Tri-Arrows of intellectual property owned by ▇▇▇▇▇ or Tri-Arrows and subject to restrictions under the ▇▇▇▇▇ Joint Venture Arrangement.
v. “Novelis Corporation” shall mean Novelis Corporation, a Texas corporation.
b.The following definition in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety:
“U.S. Issuer” shall mean Novelis Corporation.
c.The last two sentences of the antepenultimate paragraph of Section 3.22 of the Credit Agreement are hereby amended and restated in their entirety as follows:
““Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State or by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, any EU member state, the Commonwealth of Australia, Japan or Malaysia, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department
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of State, or (b) the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, the Commonwealth of Australia, Singapore, Japan or Malaysia.”
d.Clause (s) of Section 6.02 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(s) (1) any encumbrance or restriction (including put and call agreements) solely in respect of the Equity Interests of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, contained in such Joint Venture’s or Joint Venture Subsidiary’s Organizational Documents or the joint venture agreement or stockholders agreement in respect of such Joint Venture or Joint Venture Subsidiary and (2) to the extent constituting Liens, any encumbrance or restriction imposed by the ▇▇▇▇▇ Joint Venture Arrangement on the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇;”
e.Clause (viii) of Section 6.12 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“(viii) customary provisions in asset sale and stock sale agreements and other similar agreements relating to the sale of any property permitted under Section 6.06 pending the consummation of such sale, in each case that provide for restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the assets or persons subject to such sale agreements;”
f.Clause (x) of Section 6.12 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“(x) without affecting the Loan Parties’ obligations under Section 5.11, customary provisions in partnership agreements, shareholders’ agreements, joint venture agreements, limited liability company organizational governance documents and other Organizational Documents, entered into in the ordinary course of business (or in connection with the formation of such partnership, joint venture, limited liability company or similar person) that (A) restrict the transfer of Equity Interests in such partnership, joint venture, limited liability company or similar person, (B) in the case of any Joint Venture or Joint Venture Subsidiary that is not a Loan Party, provide for other restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the Equity Interests in, or property held by, such Joint Venture or Joint Venture Subsidiary, or (C) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, provide for other restrictions of the type described in clauses (a), (b) and (c) above, solely with respect to the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement;”
g.Section 6.15(a) of the Credit Agreement is hereby amended by deleting the word “and” immediately prior to clause (vi) and inserting the following provision as clause (vii) thereof:
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“and (vii) the merger of Aleris German GP Holdco with Aleris Germany; provided that (x) Aleris Germany is the surviving entity, (y) such merger does not violate any Requirement of Law and (z) such merger is not otherwise prohibited by this Agreement.”
h.Clause (6)(f) of Section 6.19 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
“(f) is contained in any joint venture, shareholders agreement, limited liability operating agreement or other Organizational Document governing a Joint Venture or Joint Venture Subsidiary which (x) limits the ability of an owner of an interest in a Joint Venture or Joint Venture Subsidiary to encumber its ownership interest therein or (y) in the case of the ▇▇▇▇▇ Joint Venture Arrangement, limits the ability of Novelis Corporation or ▇▇▇▇▇ to encumber the ▇▇▇▇▇ Joint Venture Licenses or the assets (other than Inventory) of Novelis Corporation that, in the ordinary course of business and consistent with past practice, are located at the ▇▇▇▇▇ Location for use or processing by ▇▇▇▇▇ in accordance with the terms of the ▇▇▇▇▇ Joint Venture Arrangement;”
i.The final sentence of Section 6.19 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Notwithstanding anything in this Agreement or any other Loan Document to the contrary, enter into or suffer to exist any agreement, instrument, deed or lease that creates or purports to create a Lien upon (i) the Equity Interests owned by Aleris Germany in Aleris German GP Holdco, (ii) the Equity Interests owned by Aleris German GP Holdco in Aleris Deutschland Vier GmbH & Co. KG, except, in the case of clauses (i) and (ii), to the extent not prohibited under the Revolving Credit Loan Documents and the Secured Term Loan Documents or (iii) the assets of Novelis Corporation located at the ▇▇▇▇▇ Plant that constitute Excluded Property (other than any Lien in favor of ▇▇▇▇▇ or Tri-Arrows (or any successor of Tri-Arrows as Joint Venture partner in ▇▇▇▇▇) pursuant to the ▇▇▇▇▇ Joint Venture Arrangement) unless a Lien (subject to the Intercreditor Agreement) has been granted in favor of the Collateral Agent to secure the Secured Obligations.”
Section 3.Conditions Precedent to Effectiveness of this Amendment. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied, or duly waived by the Required Lenders:
a.Executed Amendment. The Administrative Agent shall have received this Amendment, duly executed by each of the Loan Parties, the Third Party Security Provider, the Required Lenders, the Administrative Agent and the Collateral Agent;
b.Payment of Expenses. The Administrative Agent shall have received all expenses (including the reasonable fees and expenses of legal counsels) in connection with this Amendment for which invoices have been presented at least one Business Day prior to the Amendment Effective Date.
c.Representations and Warranties. Each of the representations and warranties contained in Section 4 below shall be true and correct in all material respects (or, in the case of any
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representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language, in all respects) on and as of the date hereof.
d.No Default or Event of Default. Before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the effectiveness of this Amendment.
Section 4.Representations and Warranties. Each Loan Party represents and warrants to the Administrative Agent and each Lender as follows:
a.After giving effect to this Amendment, each of the representations and warranties in the Amended Credit Agreement or in any other Loan Document are true and correct in all material respects (or, in the case of any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language, in all respects) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representations and warranties are true and correct in all material respects (or, in the case of any representation or warranty that is qualified as to materiality, “Material Adverse Effect” or similar language, in all respects) as of such earlier date.
b.The execution and delivery by the Designated Company, each other Loan Party and the Third Party Security Provider of this Amendment, and the performance of this Amendment and the Amended Credit Agreement by the Designated Company, each other Loan Party and the Third Party Security Provider, in each case have been duly authorized by all requisite organizational action on its part and will not violate any of its Organizational Documents.
c.This Amendment has been duly executed and delivered by the Designated Company, each other Loan Party and the Third Party Security Provider, and each of this Amendment and the Amended Credit Agreement constitutes the Designated Company’s, such Loan Party’s or such Third Party Security Provider’s, as applicable, legal, valid and binding obligation, enforceable against it in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.
d.Before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.
Section 5.Continuing Effect; Liens and Guarantees.
a. Each of the Loan Parties and the Third Party Security Provider hereby consents to this Amendment and the Amended Credit Agreement. Each of the Loan Parties and the Third Party Security Provider hereby acknowledges and agrees that all of its Secured Obligations, including all Liens and (in the case of the Loan Parties) Guarantees granted to the Secured Parties under the applicable Loan Documents, are ratified and reaffirmed and that such Liens and Guarantees shall continue in full force and effect on and after Amendment Effective Date to secure and support the Secured Obligations. Each of the Loan Parties hereby further ratifies and reaffirms the validity, enforceability and binding nature of the Secured Obligations.
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b.Holdings and each Subsidiary Guarantor hereby (i) acknowledges and agrees to the terms of this Amendment and the Amended Credit Agreement and (ii) confirms and agrees that, each of its Guarantee and any Foreign Guarantee is, and shall continue to be, in full force and effect, and shall apply to all Secured Obligations without defense, counterclaim or offset of any kind and each of its Guarantee and any such Foreign Guarantee is hereby ratified and confirmed in all respects. The Designated Company hereby confirms its liability for the Secured Obligations, without defense, counterclaim or offset of any kind.
c.Holdings, the Designated Company, each other Loan Party and the Third Party Security Provider hereby ratifies and reaffirms the validity and enforceability (without defense, counterclaim or offset of any kind) of the Liens and security interests granted by it to the Collateral Agent for the benefit of the Secured Parties to secure any of the Secured Obligations by Holdings, the Designated Company, any other Loan Party and the Third Party Security Provider pursuant to the Loan Documents to which any of Holdings, the Designated Company, any other Loan Party or the Third Party Security Provider is a party and hereby confirms and agrees that notwithstanding the effectiveness of this Amendment, and except as expressly amended by this Amendment, each such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” (and each reference in the Existing Credit Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to the Amended Credit Agreement.
d.Without limiting the generality of this Section 5 or Section 6, (i) neither this Amendment, the Amended Credit Agreement, nor any other Loan Document entered into in connection herewith or therewith, shall extinguish the “Secured Obligations” (or any term of like import) as defined or referenced in each Security Agreement, or the “Secured Obligations” under and as defined in the Existing Credit Agreement (collectively, the “Loan Document Secured Obligations”), or discharge or release the priority of any Loan Document, and any security interest previously granted pursuant to each Loan Document is hereby reaffirmed and each such security interest continues in effect and secures the Loan Document Secured Obligations, (ii) nothing contained herein, in the Amended Credit Agreement or any other Loan Document entered into in connection herewith or therewith shall be construed as a substitution or novation of all or any portion of the Loan Document Secured Obligations or instruments securing any of the foregoing, which shall remain in full force and effect and shall continue as obligations under the Amended Credit Agreement, and (iii) nothing implied in this Amendment, the Amended Credit Agreement or any other Loan Document entered into in connection herewith or therewith, or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of any Loan Party or the Third Party Security Provider from any of its Loan Document Secured Obligations, it being understood that such obligations shall continue as obligations under the Amended Credit Agreement.
Section 6.Reference to and Effect on the Loan Documents.
a.Except as expressly set forth in this Amendment, all of the terms and provisions of the Existing Credit Agreement and the other Loan Documents (including all exhibits and schedules to each of the Existing Credit Agreement and the other Loan Documents) are and shall remain in
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full force and effect and are hereby ratified and confirmed. The Amendments provided for herein and in the annexes and exhibits hereto are limited to the specific provisions of the Existing Credit Agreement specified herein and therein and shall not constitute an amendment of, or an indication of the Administrative Agent’s or any Lender’s willingness to amend or waive, any other provisions of the Existing Credit Agreement, any other provisions of the Existing Credit Agreement as amended hereby or thereby, or the same sections or any provision of any other Loan Document for any other date or purpose.
b.The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, the Collateral Agent, or any Lender under the Existing Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision of the Existing Credit Agreement or any Loan Document except as and to the extent expressly set forth herein.
c.The execution and delivery of this Amendment by any Loan Party or Third Party Security Provider shall not constitute a joinder by, or agreement to be bound by the terms of, any Loan Document to which such Loan Party or Third Party Security Provider is not a party.
d.This Amendment shall constitute a Loan Document.
Section 7.Counterparts.
a.This Amendment and any notices delivered pursuant thereto, may be executed by means of (a) an electronic signature that complies with the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. The Administrative Agent reserves the right, in its sole discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment or such notice, as applicable.
b.This Amendment and any notices delivered pursuant thereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agent of a facsimile copy or electronic image scan transmission (e.g., PDF via electronic email) of an executed signature page and any notices as set forth herein shall constitute receipt by the Administrative Agent and shall be as effective as delivery of a manually executed counterpart of the Amendment or such notice, as applicable.
Section 8.Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the
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State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.
Section 9.Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.
Section 10.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and members thereunto duly authorized, on the date first indicated above.
NOVELIS INC., as the Designated Company
By: __/s/ ▇▇▇▇▇ Murphey_______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
AV METALS INC., as Holdings and as a Canadian Guarantor
By: __/s/ ▇▇▇▇▇ Murphey_______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
NOVELIS CORPORATION, as a U.S. Guarantor
By: __/s/ ▇▇▇▇▇ Murphey_______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
NOVELIS GLOBAL EMPLOYMENT ORGANIZATION, INC., as a U.S. Guarantor
By: __/s/ ▇▇▇▇▇ Murphey_______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Treasurer
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS SOUTH AMERICA HOLDINGS LLC, as a U.S. Guarantor
By: __/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
NOVELIS HOLDINGS INC., as a U.S. Guarantor
By: __/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS UK LTD, as a U.K. Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney
NOVELIS EUROPE HOLDINGS LIMITED,
as a U.K. Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney
NOVELIS SERVICES LIMITED,
as a U.K. Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS AG, as a Swiss Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
NOVELIS SWITZERLAND S.A.,
as a Swiss Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
4260848 CANADA INC., as a Canadian Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
4260856 CANADA INC., as a Canadian Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
8018227 CANADA INC., as a Canadian Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
SIGNED AND DELIVERED AS A DEED
for and on behalf of NOVELIS ALUMINIUM HOLDING UNLIMITED COMPANY
by its lawfully appointed attorney,
as Irish Guarantor
in the presence of:
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney
witness:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Spouse
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Occupation: HR Consultant
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS DO BRASIL LTDA.,
as Brazilian Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
witness:
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Project Manager
witness:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant General Counsel
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS DEUTSCHLAND GMBH,
as a German Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Person Authorized
NOVELIS SHEET INGOT GMBH,
as a German Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Person Authorized
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS PAE S.A.S., as French Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney-in-Fact
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS MEA LTD, a Company Limited by Shares under the Companies Law of the Dubai International Financial Centre,
as Dubai Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
NOVELIS ITALIA S.P.A., as Third Party Security Provider
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
ALERIS CORPORATION, as a Borrower and a U.S. Guarantor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
ALERIS INTERNATIONAL, INC., as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
ALERIS ROLLED PRODUCTS, INC., as a U.S.
Guarantor
By: _____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
UWA ACQUISITION CO., as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
NAME ACQUISITION CO., as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
ALERIS OHIO MANAGEMENT, INC., as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
INTL ACQUISITION CO., as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
ALERIS ROLLED PRODUCTS, LLC, as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
ALERIS ROLLED PRODUCTS SALES CORPORATION, as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
IMCO RECYCLING OF OHIO, LLC, as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ ALUMINUM-ALABAMA LLC, as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
▇▇▇▇▇▇▇ ALUMINUM LLC, as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
ALERIS WORLDWIDE, INC., as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
ALERIS RM, INC., as a U.S. Guarantor
By: ____/s/ ▇▇▇▇▇ Murphey______
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
ALERIS DEUTSCHLAND HOLDING GMBH, as a German Guarantor By: ____/s/ ▇▇▇▇▇ Murphey______ Name: ▇▇▇▇▇ Murphey Title: Person Authorized ALERIS DEUTSCHLAND VIER GMBH & CO. KG, as a German Guarantor By: ____/s/ ▇▇▇▇▇ Murphey______ Name: ▇▇▇▇▇ Murphey Title: Person Authorized ALERIS ROLLED PRODUCTS GERMANY GMBH, as a German Guarantor By: ____/s/ ▇▇▇▇▇ Murphey______ Name: ▇▇▇▇▇ Murphey Title: Person Authorized ALERIS CASTHOUSE GERMANY GMBH, as a German Guarantor By: ___/s/ ▇▇▇▇▇ Murphey_______ Name: ▇▇▇▇▇ Murphey Title: Person Authorized | |||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
DUTCH ALUMINUM C.V., as a Dutch Guarantor By: ____/s/ ▇▇▇▇▇ Murphey______ Name: ▇▇▇▇▇ Murphey Title: Authorized Signatory ALERIS ALUMINUM NETHERLANDS B.V., as a Dutch Guarantor By: ____/s/ ▇▇▇▇▇ Murphey______ Name: ▇▇▇▇▇ Murphey Title: Authorized Signatory | |||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
STANDARD CHARTERED BANK, as Administrative Agent and as Collateral Agent | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Transaction Manager | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
ABN AMRO CAPITAL USA LLC, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
Australia and New Zealand Banking Group Limited, Singapore Branch, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇ ▇▇▇ Title: Head of Diversified Corporates & Global Subsidiaries Singapore | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
Axis Bank Ltd, IBU GIFT City, as a Lender | ||||||||||||||
| By: | /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ Title: Head – Operations | ||||||||||||||
FOR, AXIS BANK LTD. (IFSC BANKING UNIT) GIFT CITY | ||||||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||||||||||||||
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Head – Treasury | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
Bank of America, N.A., as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
Citibank, N.A., as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, INCORPORATED IN FRANCE WITH LIMITED LIABILITY, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇-▇▇▇▇ Korenian | |||||||||||||
Name: ▇▇▇▇-▇▇▇▇ Korenian Title: Managing Director | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
DBS Bank Ltd., as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇ Title: Senior Vice President | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇-▇.▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
First Abu Dhabi Bank PJSC, Singapore Branch, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇ Singam-Zhou | |||||||||||||
Name: ▇▇▇▇▇▇▇▇ Singam-Zhou Title: A-1867 | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ | |||||||||||||
Name: ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ Title: B-1931 | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
First Abu Dhabi Bank USA N.V. as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: CFO | ||||||||||||||
| By: | /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: COO | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
HSBC Bank USA, N.A, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President, #22445 | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
| ICICI Bank Limited, IFSC Banking Unit, as a Lender | ||||||||||||||
| By: | /s/ Mr. ▇▇▇▇▇▇ ▇▇▇ | |||||||||||||
Name: Mr. ▇▇▇▇▇▇ ▇▇▇ Title: Chief Executive | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
ICICI BANK LTD NEW YORK BRANCH, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Head- Corporate & Commercial Banking | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
ICICI Bank UK Plc, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Head of Business | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
ING Bank N.V., Singapore Branch, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇ Verwijmeren /s/ ▇▇▇▇▇ ▇▇▇ | |||||||||||||
Name: ▇▇▇▇ Verwijmeren/▇▇▇▇▇ ▇▇▇ Title: Director / Director | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
| JPMORGAN CHASE BANK, N.A., as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: VICE PRESIDENT | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
Mizuho Bank, Ltd., as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
MUFG Bank, Ltd. Labuan Branch Licensed Labuan Bank (960051C), as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
[_MUFG Bank Ltd. London Branch], as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
Standard Chartered Bank, as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||||||
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager CRC UK, County Head CRC UK | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
[State Bank of India, New York], as a Lender | ||||||||||||||
| By: | /s/ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ G. | |||||||||||||
Name: ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ G. Title: Vice President & Head (Credit) | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
For STATE BANK OF INDIA, as a Lender | ||||||||||||||
| By: | /s/ Rama ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||||||
Name: Rama ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President (Credit Administration) Singapore Branch | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]
SUMITOMO MITSUI BANKING CORPORATION SINGAPORE BRANCH (Incorporated in Japan with limited liability) Reg. No. (UEN) T03FC6366F as a Lender | ||||||||||||||
| By: | /s/ ▇▇▇▇▇▇ Kumondur | |||||||||||||
Name: ▇▇▇▇▇▇ Kumondur Title: Deputy General Manager & Head Corporate Banking, South Asia | ||||||||||||||
[SIGNATURE PAGE TO AMENDMENT NO. 5 TO CREDIT AGREEMENT]