Common use of Schedules Clause in Contracts

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1(a)(i) Refinancing Indebtedness Contracts Schedule 1.1(a)(iv) Transferred Intellectual Property Schedule 1.1(a)(vi) Leased Real Property Schedule 1.1(a)(ix) Permits Related to Be Repaid the Business Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e1.1(c)(vii) Excluded Collateral Intellectual Property Schedule 1.1(c)(xii) Permits Related to the Retained Business Schedule 1.1(c)(xiii) Excluded Assets from Star Agreement Schedule 1.1(c)(xiv) Retained Causes of Action Schedule 1.1(c)(xvi) Excluded Assets Schedule 1.1(r) Excluded Liabilities Schedule 1.2(a)(i) Bank Accounts Schedule 1.6(c) Net Tangible Book Value of the Business Definition Exception Schedule 1.6(d) Final Statement Amount Schedule 1.7(d) Dispute Resolution Procedure Schedule 2.3(e) Loans to Certain Employees Schedule 3.1 United States Subsidiaries of Seller Schedule 1.01(f3.3(a) Immaterial Subsidiaries Required Governmental approvals or Consents Schedule 1.01(g3.3(b) Specified Holders No Violations Schedule 1.01(h3.4 Financial Statements Schedule 3.5 Absence of Undisclosed Seller Liabilities Schedule 3.6 Absence of Certain Changes Schedule 3.6(a)(v) Participating Specified Foreign Currency Lenders Compensation Increases Schedule 1.01(i3.6(c) Agent’s Account Other Claims Schedule 2.18 Existing Letters 3.7(a) Transferred Intellectual Property Schedule 3.7(b) Other Items Regarding Transferred Intellectual Property Schedule 3.8(a) Permitted Encumbrances Schedule 3.8(b) Exceptions to Leased Real Property Schedule 3.8(e) Assets Subject to Liens Schedule 3.9(a) Litigation Schedule 3.9(b) Product Liability; Non-Uniform Warranties Schedule 3.10(a) Material Non-Compliance with Laws Schedule 3.10(b) Missing Governmental Licenses Schedule 3.11 Certain Contracts and Arrangements Schedule 3.11(c) Estimate of Credit Costs Upon Termination of Distribution Agreements Schedule 2.20 Canadian Lenders 3.12 Material Tax Elections and Other Tax Items Schedule 2.21 Lenders to Swiss Borrower 3.13(a) Seller Benefit and Compensation Plans Schedule 3.06(c3.13(b) Violations or Proceedings Division Employees and Other Related Information Schedule 3.13(c) ERISA Information Schedule 3.14(c) Environmental Documents Schedule 3.15(a) Insurance Policies Schedule 3.15(e) Insurance Claims During Last 2 Years Schedule 3.16 Notification Requirements for Labor Matters Schedule 3.17 Pension Matters Suppliers Schedule 3.19 Insurance 3.18 Customers Schedule 3.21 Acquisition Documents 3.19(a) Assets Necessary to Business Schedule 3.19(b) Permits Necessary to Business Schedule 3.20(a) Affiliates Schedule 3.20(b) Transactions Schedule 3.20(c) Jurisdictions of Incorporation and Material Debt Instruments Business Schedule 3.24 Location 4.3(a) Governmental Approvals and Consents of Material Inventory Buyer Schedule 4.01(g) Local and Foreign Counsel 4.8 Absence of Undisclosed Buyer Liabilities Schedule 4.01(l) Sources and Uses 4.9 Absence of Certain Buyer Changes Schedule 4.01(o)(iii) Title Insurance Amounts 4.10 Litigation Schedule 5.11(b) Certain Subsidiaries 4.11 Buyer Intellectual Property Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 5.1 Conduct of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England Business Schedule 5.9 Persons not subject to non-hire Schedule 5.14(a) Licensed Trademarks Schedule 6.3(d) Seller Consents and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AGApprovals Schedule 9.7(e) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 People included in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK knowledge definition INDEX OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).DEFINED TERMS

Schedules. Schedule 1.01(a1.1(a) Refinancing Cash-On-Hand Target Schedule 1.1(b) Non-Company Subsidiary Schedule 1.1(c) Indebtedness Schedule 1.1(d) Permitted Liens Schedule 2.6(a) Working Capital Categories Schedule 2.6(b) Exchange Rates Schedule 2.7 Withholding Schedule 3.4 Exceptions to Be Repaid No Conflict Representation Schedule 1.01(b3.5 Governmental Authorities; Consents Schedule 3.6 Capitalization Schedule 3.7 Financial Statements Schedule 3.8 Liabilities Schedule 3.10 Litigation Schedule 3.11 Legal Compliance Schedule 3.12 Material Contracts Schedule 3.13 Company Benefit Plans Schedule 3.14 Labor Relations Schedule 3.15 Taxes Schedule 3.16 Permits Schedule 3.17 Title to Machinery, Equipment and Other Tangible Property Schedule 3.18 Real Property Schedule 3.19 Intellectual Property Schedule 3.20 Sufficiency of Assets Schedule 3.21 Environmental Matters Schedule 3.22 Brokers’ Fees Schedule 3.23 Insurance Schedule 3.24 Affiliate Transactions Schedule 3.25 Customers and Suppliers Schedule 4.3 Exceptions to No Conflict Representation Schedule 4.5 Governmental Authorities; Consents Schedule 4.7 Brokers’ Fees Schedule 4.9 Capitalization of Parent Schedule 5.1 Conduct of Business Schedule 5.1(a) Subsidiary Guarantors 2012 Financial Budget Schedule 1.01(c5.5(a) Applicable Jurisdiction Requirements Financing Cooperation Schedule 1.01(d5.5(b) Financing Exception Schedule 5.8(b) Acquiror-Requested Policies Schedule 5.9(a) Specified Account Debtors Affiliate Contracts Schedule 1.01(e5.9(b) Excluded Collateral Subsidiaries Assigned Contracts Schedule 1.01(f5.9(c) Immaterial Subsidiaries Pre-closing Services Schedule 1.01(g5.10 Restricted Products Schedule 5.11 Use of Xxxxxxxx Marks Schedule 7.2 Purchase Price Allocation Schedule 8.1(b) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Required Antitrust Approvals Exhibits Exhibit A Form of Administrative Questionnaire Acquiror Limited Guaranty Exhibit B Form of Assignment and Assumption Shareholders Agreement Exhibit C Form of Borrowing Request Transition Services Term Sheet Exhibit D Form of Compliance Certificate Seller Release Exhibit E Form of Interest Election Request Acquiror Release Exhibit F Form of Joinder Agreement Exhibit G Form Memorandum and Articles of Landlord Access Agreement Exhibit H Form Association of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Parent STOCK PURCHASE AGREEMENT This CREDIT STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 6March 15, 20072012, is entered into by and among NOVELIS INC.XXXXXXX AUTOMOTIVE HOLDING COMPANY, a corporation formed organized under the Canada Business Corporations Act laws of the State of Delaware (the “Canadian BorrowerXxxxxxx Automotive US”), NOVELIS CORPORATIONXXXXXXX INVESTMENTS COMPANY S.À.X.X., a Texas corporation, and private limited liability company (société à responsabilité limitée) organized under the other U.S. subsidiaries laws of the Canadian Borrower signatory hereto as borrowers Luxembourg (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersXxxxxxx Investments”), NOVELIS UK LTDXXXXXXX AUTOMOTIVE COMPANY S.À.X.X., a private limited liability company incorporated (société à responsabilité limitée) organized under the laws of Luxembourg (“Xxxxxxx Automotive Luxembourg”), XXXXXXXX INVESTMENTS LUXEMBOURG S.À.X.X., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Xxxxxxxx Investments”), XXXXXXX OVERSEAS INVESTMENTS LIMITED, a private limited company organized under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerXxxxxxx Overseas”), and NOVELIS AGXXXXXXX ENGINEERING LTD., a stock corporation private limited company organized under the laws of England and Wales (AG“Xxxxxxx Engineering” and, together with Xxxxxxx Automotive US, Xxxxxxx Investments, Xxxxxxx Automotive Luxembourg, Xxxxxxxx Investments and Xxxxxxx Overseas, “Sellers”), August Lux Holding Company, a private limited liability company (société à responsabilité limitée) organized under the laws of Switzerland Luxembourg (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “BorrowersAcquiror”), AV ALUMINUM INC.and, for the limited purposes specified herein, Xxxxxxx Limited, a corporation formed private limited company organized under the Canada Business Corporations Act, the Subsidiary Guarantors laws of England and Wales (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing BankXxxxxxx Limited”), ABN AMRO BANK N.V., acting through its Canadian branch, . Sellers and Acquiror are each herein referred to individually as Canadian issuing bank (in such capacity, a “Canadian Issuing BankParty” and collectively as the “Parties”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1 Knowledge of Individuals Schedule 2.1(a) Refinancing Indebtedness to Be Repaid Working Capital Schedule 1.01(b3.3 Certain Consents or Approvals Schedule 3.5 Compliance with Law Schedule 3.6(a)-1 Certain Owned Real Property Schedule 3.6(a)-2 Certain Leased Real Property Schedule 3.6(b)-1 Certain Real Property Matters Schedule 3.6(b)-2 Certain Easements Schedule 3.6(c) Subsidiary Guarantors Certain Personal Property Schedule 1.01(c3.6(d)-1 Existing RIGS Pipeline Map Schedule 3.6(d)-2 Certain Other Real Property Matters Schedule 3.6(e) Applicable Jurisdiction Requirements Real Property Consents or Approvals Schedule 1.01(d3.6(f) Specified Account Debtors Certain Assets Schedule 1.01(e3.6(g) Excluded Collateral Subsidiaries Owned Real Property Schedule 1.01(f3.6(h) Immaterial Subsidiaries Leased Real Property Schedule 1.01(g3.7 Pro Forma Balance Sheet and Related Matters Schedule 3.8(a) Specified Holders Environmental Matters Schedule 1.01(h3.9(a) Participating Specified Foreign Currency Lenders Material Contracts Schedule 1.01(i3.9(b) Agent’s Account Certain Material Contracts Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or 3.10 Legal Proceedings Schedule 3.17 Pension 3.11 Permits Schedule 3.12 Tax Matters Schedule 3.19 3.15 Insurance Schedule 3.16 Intellectual Property Schedule 3.17 Certain Regulatory Matters Schedule 3.18 Confidentiality Schedule 3.21 Acquisition Documents and Material Debt Instruments Haynesville Expansion Project Schedule 3.24 Location 3.21(d) Haynesville Expansion Project Map Schedule 6.7 Operation of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT the Assets CONTRIBUTION AGREEMENT This CREDIT AGREEMENT (this “Agreement”)THIS CONTRIBUTION AGREEMENT, dated as of July 6February 26, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act 2009 (the “Canadian BorrowerExecution Date”), NOVELIS CORPORATIONis entered into by and among Regency Haynesville Intrastate Gas LLC, a Texas corporationDelaware limited liability company (“Regency HIG”), General Electric Capital Corporation, a Delaware corporation (the “GE Investor”), Xxxxxx Gas Pipeline I, L.P., a Delaware limited partnership (“Xxxxxx Investor 1”) and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Xxxxxx Gas Pipeline II, L.P., a Delaware limited partnership (each, an “Initial U.S. BorrowerXxxxxx Investor 2,” and, collectivelyand collectively with Xxxxxx Investor 1, the “Initial U.S. BorrowersXxxxxx Investors”). The GE Investor and the Xxxxxx Investors are collectively referred to herein as the “Investors.” The parties to this Agreement are collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, NOVELIS UK LTDon February 26, 2009, Regency HIG and Regency Gas Services LP (“RGS”) entered into that certain initial Assignment and Assumption Agreement pursuant to which RGS contributed to Regency HIG all of the issued and outstanding equity interests (the “RIGS Interests”) of Regency Intrastate Gas LLC, a Delaware limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerRIGS”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).;

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid A-1: Core Applications Services Schedule 1.01(b) Subsidiary Guarantors A-2: Data Center Services Schedule 1.01(c) Applicable Jurisdiction Requirements A-3: Help Desk Services Schedule 1.01(d) Specified Account Debtors A-4: Telecommunications Connectivity Services Schedule 1.01(e) Excluded Collateral Subsidiaries A-5: Modernization Services Schedule 1.01(f) Immaterial Subsidiaries B: Service Levels Schedule 1.01(g) Specified Holders B-1: Definitions Schedule 1.01(h) Participating Specified Foreign Currency Lenders B-2: Critical Service Levels Schedule 1.01(i) Agent’s Account B-3: Core Applications Service Levels Schedule 2.18 B-4: Data Center Service Levels Schedule B-5: Help Desk Service Levels Schedule B-6: Telecommunications Service Levels Schedule B-7 Systems Integration Service Levels Schedule B-8 Transition Service Levels Schedule C: Charges Schedule D: Employment Schedule D-1: Affected Employees Schedule D-2: Key Transitioned Employees Schedule D-3: Key IBM Positions Schedule E: Third Party Service Contracts Schedule E-1: Core Applications Third Party Service Contracts Schedule E-2: Data Center Third Party Service Contracts Schedule E-3: Help Desk Third Party Service Contracts Schedule F: Existing Letters Equipment Schedule F-1: Core Applications Existing Equipment Schedule F-2: Data Center Existing Equipment Schedule F-3: Help Desk Existing Equipment Schedule F-4: Former NexxtHealth Existing Equipment Schedule F-5: Telecommunications Connectivity Existing Equipment Schedule G: Existing Software Schedule G-l A: Core Applications Applications Software Schedule G-2 A: Data Center Applications Software Schedule G-3 A: Help Desk Applications Software Schedule G-1 S: Core Applications Systems Software Schedule G-2 S: Data Center Systems Software Schedule G-3 S: Help Desk Systems Software Schedule H: Overall Migration Plan Schedule I: Termination/Expiration Assistance Schedule J: Equipment and Software Responsibility Allocation Matrices Schedule K: Reports Schedule K-1: Core Applications Reports Schedule K-2: Data Center Reports Schedule K-3: Help Desk Reports Schedule L: Approved Subcontractors Schedule M: Empire Competitors Schedule N-1: Empire Code of Credit Business Conduct Schedule 2.20 Canadian Lenders N-2: Empire Corporate Compliance Program Schedule 2.21 Lenders to Swiss Borrower O-1: Equal Employment Commitment -- Medicare Schedule 3.06(c) Violations or Proceedings O-2: Equal Employment Commitment -- Non-Medicare Schedule 3.17 Pension Matters P: Intentionally Left Blank Schedule 3.19 Insurance Q: Intentionally Left Blank Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A R: Form of Administrative Questionnaire Exhibit B Form Xxxx of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Sale Schedule S: India Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Specifications MASTER SERVICES AGREEMENT

Schedules. Schedule 1.01(a1.1 Distribution Centers Schedule 1.2 Restricted Business Excluded Countries Schedule 1.3 Non-Shared Contracts Schedule 1.4 Transferred Entities Schedule 1.5(a)(i) Refinancing Indebtedness to Be Repaid Cereal Brands Schedule 1.01(b1.5(a)(ii) Subsidiary Guarantors Granola Brands Schedule 1.01(c1.5(a)(iii) Applicable Jurisdiction Cereal Bites Brands Schedule 1.5(a)(iv) Cookies Brands Schedule 1.5(a)(v) Core Brands Schedule 1.5(b) Extended Requirements Brands Schedule 1.01(d1.6 Excluded WKKC Contracts Schedule 1.7 Certain WKKC Contracts Schedule 1.8 WKKC DCs Schedule 2.1(a) Internal Reorganization Step Plan Schedule 2.2(a)(iv) WKKC Owned Real Property Schedule 2.2(a)(vi) WKKC Permits Schedule 2.2(a)(viii) WKKC Tangible Personal Property Schedule 2.2(a)(xiii) WKKC Information Technology Schedule 2.2(a)(xvi) WKKC Data Schedule 2.2(a)(xvii) Certain WKKC Assets Schedule 2.2(b)(v) Certain Kellanova Assets Schedule 2.3(a)(vii) Certain WKKC Liabilities Schedule 2.3(b)(ii) Certain Kellanova Accounts Payable Schedule 2.3(b)(iii) Certain Kellanova AP&T Liabilities Schedule 2.3(b)(v) Certain Kellanova Liabilities Schedule 2.7(b) Surviving Intercompany Agreements Schedule 3.2(c) Directors and Officers Schedule 4.3(e) Specified Account Debtors Kellanova Information Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters 10.9 Allocation of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents Certain Costs and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Expenses EXHIBITS Exhibit A Form of Administrative Questionnaire Amended and Restated Certificate of Incorporation of WKKC Exhibit B Form of Assignment Amended and Assumption Exhibit C Form Restated Bylaws of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT WKKC SEPARATION AND DISTRIBUTION AGREEMENT This CREDIT AGREEMENT SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 2023 (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC.by and between Xxxxxxx Company, a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerKellanova”), NOVELIS CORPORATIONand WK Xxxxxxx Co, a Texas corporationDelaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party”, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersParties”), NOVELIS UK LTD, a limited liability company incorporated under . Capitalized terms used herein and not otherwise defined shall have the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 respective meanings assigned to it them in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).I.

Schedules. Schedule 1.01(a1.1 Net Working Capital Schedule 3.1 Corporate Existence and Power Schedule 3.3 Governmental Authorization; Consents Schedule 3.4 Non-Contravention Schedule 3.5 Capitalization; Stockholders List Schedule 3.6 Subsidiaries and Other Equity Investments Schedule 3.7, Part (a) Refinancing Indebtedness to Be Repaid Financial Statements Schedule 1.01(b3.7, Part (c) Subsidiary Guarantors Financial Statements Schedule 1.01(c3.8 Absence of Certain Changes Schedule 3.9, Part (a) Applicable Jurisdiction Requirements Properties Schedule 1.01(d3.9, Part (b) Specified Account Debtors Properties Schedule 1.01(e3.9, Part (c) Excluded Collateral Subsidiaries Properties Schedule 1.01(f3.9, Part (d) Immaterial Subsidiaries Properties Schedule 1.01(g3.10 Litigation Schedule 3.11 Material Contracts Schedule 3.12 Insurance Coverage Schedule 3.13 Compliance with Laws; No Defaults Schedule 3.15, Part (a) Specified Holders Intellectual Property Schedule 1.01(h3.15, Part (b) Participating Specified Foreign Currency Lenders Intellectual Property Schedule 1.01(i3.15, Part (c) Agent’s Account Intellectual Property Schedule 2.18 Existing Letters of Credit 3.16, Part (a) Employees Schedule 2.20 Canadian Lenders 3.16, Part (b) Employees Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c3.17, Part (a) Violations or Proceedings Schedule 3.17 Pension Environmental Matters Schedule 3.19 Insurance 3.17, Part (b) Environmental Matters Schedule 3.17, Part (d) Environmental Matters Schedule 3.18 Tax Matters Schedule 3.19, Part (a) Employee Benefit Plans Schedule 3.19, Part (b) Employee Benefit Plans Schedule 3.19, Part (e) Employee Benefit Plans Schedule 3.20, Part (a) Customers and Suppliers Schedule 3.20, Part (b) Customers and Suppliers Schedule 3.21 Acquisition Documents and Material Debt Instruments Bank Accounts; Powers of Attorney Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 6.1 Conduct of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws Company Schedule 7.2(d) Consents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE OF SHARES; CLOSING 12 Section 2.1 Purchase and Sale of England Shares 12 Section 2.2 Purchase Price; Reserve Amount 12 Section 2.3 Adjustments to Closing Purchase Price 14 Section 2.4 Closing Balance Sheet 15 Section 2.5 Treatment of Options 16 Section 2.6 Closing 16 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES 17 Section 3.1 Corporate Existence and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Power 17

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Account Designation Letter Schedule 1.01(b1.1(b) Subsidiary Guarantors Investments Schedule 1.01(c1.1(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b2.1(a) Existing Investments Schedule 9.01(bof Lenders and Commitments Schedule 2.1(b)(i) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Notice of Borrowing Schedule 2.1(e) Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Schedule 2.1(f) Form of Canadian Revolving Note Exhibit K-3 Schedule 2.2(d) Form of European FLT Note Schedule 2.3(d) Form of SLT Note Schedule 2.5(d) Form of Swingline Note Exhibit L-1 Schedule 2.10 Form of Perfection Notice of Conversion/Extension Schedule 2.18 Tax Exempt Certificate Exhibit L-2 Schedule 3.3 Jurisdictions of Organization and Qualification Schedule 3.12 Subsidiaries Schedule 3.15 Intellectual Property Schedule 3.17(a) Location of Real Property Schedule 3.17(b) Location of Collateral Schedule 3.17(c) Chief Executive Offices Schedule 3.20 Labor Matters Schedule 3.22 Material Contracts Schedule 3.23 Insurance Schedule 4.1(b) Form of Perfection Secretary's Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Schedule 4.1(e) Closing Date Mortgaged Properties Schedule 4.1(i) Form of Solvency Certificate Exhibit P Schedule 5.2(b) Form of Intercompany Note Exhibit Q Officer's Compliance Certificate Schedule 5.10 Form of Receivables Purchase Joinder Agreement Exhibit R Schedule 6.1(b) Indebtedness Schedule 6.13 Existing Sale-Leaseback Transactions Schedule 9.2 Lenders' Lending Offices Schedule 9.6(c) Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter Commitment Transfer Supplement v CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of July 6May 21, 20072004, is among NOVELIS JUNO LIGHTING, INC., a Delaware corporation formed under the Canada Business Corporations Act (the “"Borrower"), JUNO LIGHTING LTD., an Ontario, Canada corporation (the "Canadian Borrower”"), NOVELIS CORPORATIONeach of those Domestic Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the "Guarantors" and individually a "Guarantor"), a Texas corporation, and each of the other U.S. subsidiaries Subsidiaries of the Canadian Borrower signatory as may from time to time become a party hereto as borrowers (each, an “Initial U.S. Borrower” and, collectivelycollectively the "Canadian Subsidiaries" and individually a "Canadian Subsidiary"), the “Initial U.S. Borrowers”), NOVELIS UK LTD, several banks and other financial institutions from time to time party to this Credit Agreement (collectively the "Lenders" and individually a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”"Lender"), and NOVELIS AGWACHOVIA BANK, NATIONAL ASSOCIATION, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V.national banking association, as U.S./European issuing bank administrative agent for the Lenders hereunder (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “the "Administrative Agent”) for " or the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral "Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”").

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Initial Assigned Contracts Schedule 1.01(b1.1(a)-1 Scheduled Contracts Schedule 1.1(b) Subsidiary Guarantors Initial Assigned Leases Schedule 1.01(c1.1(b)-1 Scheduled Leases Schedule 1.1(c) Applicable Jurisdiction Requirements [Intentionally Omitted] Schedule 1.01(d1.1(d) Specified Account Debtors Facility Employees Schedule 1.01(e1.1(e) Excluded Collateral Subsidiaries Inventory Accounting Principles Schedule 1.01(f1.1(f) Immaterial Subsidiaries Sellers’ Knowledge Persons Schedule 1.01(g1.1(g) Specified Holders Permitted Encumbrances Schedule 1.01(h1.1(h) Participating Specified Foreign Currency Lenders Pre-Paid Expense Contracts Schedule 1.01(i2.1(d) Agent’s Account Acquired Owned Real Property Schedule 2.18 Existing Letters of Credit 2.1(k) Other Acquired Assets Schedule 2.20 Canadian Lenders 2.2(d) Off-Site Equipment Schedule 2.21 Lenders to Swiss Borrower 4.3(a) Lessor Leases Schedule 3.06(c5.4(a)-1 Owned Real Property Schedule 5.4(a)-2 Leases (for Leased Real Property) Violations or Schedule 5.5 Environmental and Health and Safety Matters Schedule 5.7(a) Taxes Schedule 5.7(b)-1 Tax Incentive Programs Schedule 5.7(b)-2 Tax Incentive Defaults Schedule 5.8 Legal Proceedings Schedule 3.17 Pension Matters 5.9 Compliance with Legal Requirements; Permits Schedule 3.19 Insurance 5.11 Benefit Plans Schedule 3.21 Acquisition Documents 5.12(a) Patents, Trademarks and Material Debt Instruments Copyrights Schedule 3.24 Location 5.12(b) Claims Relating to Intellectual Property Rights Schedule 5.13 Enforceability of Material Inventory Assigned or Scheduled Contracts and Leases Schedule 4.01(g) Local and Foreign Counsel 5.14 Sufficiency of Assets Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-7.2 Operations Prior to the Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Date EXHIBITS Exhibit A Form of Administrative Questionnaire Bidding Procedures Exhibit B Form of Assignment and Assumption Bidding Procedures Order Exhibit C Form of Borrowing Request Xxxx of Sale Exhibit D Form of Compliance Certificate Sellers’ Production Facilities Exhibit E Form of Interest Election Request [Intentionally Omitted] Exhibit F Form of Joinder Assumption Agreement Exhibit G Form of Landlord Access Agreement Assignment of Assigned Contracts Exhibit H Form of LC Request [Intentionally Omitted] Exhibit I Form of Lender Addendum Deposit Escrow Agreement Exhibit J Form of Mortgage Expense Fund Escrow Agreement Exhibit K-1 K Form of U.S./European Revolving Note Assignment of Assigned Leases Exhibit K-2 L Form of Canadian Revolving Note Assignment of Leases (Owned Real Property) Exhibit K-3 M Form of European Swingline Note Exhibit L-1 Form Assignment of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Patents Exhibit N Form of Opinion Assignment of Company Counsel Trademarks Exhibit O Form of Solvency Certificate [Intentionally Omitted] Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Transition Services Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT ASSET PURCHASE AGREEMENT This CREDIT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July February 6, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act 2009 (the “Canadian BorrowerEffective Date”), NOVELIS CORPORATIONby and among Valero Renewable Fuels Company, LLC, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers limited liability company (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersBuyer”), NOVELIS UK LTDValero Energy Corporation, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 Delaware corporation (“Parent”), VeraSun Energy Corporation, a South Dakota corporation (the “U.K. BorrowerCompany”), and NOVELIS AG, a stock corporation the Additional Sellers (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian BorrowerCompany, the U.S. Borrowerscollectively, and the U.K. Borrower, the “BorrowersSellers”), AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term . Capitalized terms used herein and each other capitalized term used but not otherwise defined herein having have the meaning given to it meanings set forth in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC1., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. The Company's Schedules: ------------------------ Schedule 1.01(a) Refinancing Indebtedness to Be Repaid 1.1 Number of Shares Owned By Each Seller Schedule 1.01(b) Subsidiary Guarantors 3.4 Contingent Payments Schedule 1.01(c) Applicable Jurisdiction Requirements 4.2 Qualifications Schedule 1.01(d) Specified Account Debtors 4.3 Capitalization Schedule 1.01(e) Excluded Collateral Subsidiaries 4.5 Financial Statements Schedule 1.01(f) Immaterial Subsidiaries 4.6 Absence of Changes Schedule 1.01(g) Specified Holders 4.9 Permits Schedule 1.01(h) Participating Specified Foreign Currency Lenders 4.10 Consents Schedule 1.01(i) Agent’s Account 4.11 Litigation; Claims Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension 4.12 Employment Matters Schedule 3.19 4.12A Salaries Schedule 4.13 Material Agreements Schedule 4.13A Executory Contracts and Purchase Orders Schedule 4.14 Real Estate Schedule 4.16(a) Intangible Property Schedule 4.16(e) Factual Statements Schedule 4.18 Undisclosed Liabilities Schedule 4.19 Inventories Schedule 4.20 Employee Benefit Plans Schedule 4.21 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments 4.23 Transactions with Related Parties Schedule 3.24 Location 4.25 Bank Accounts; Powers of Material Inventory Attorney Buyer's Schedules: ------------------ Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS 5.4 Consents EXHIBITS: Exhibit A Form of Administrative Questionnaire Escrow Agreement Exhibit B Form of Assignment and Assumption Employment Offer Letter Exhibit C Form of Borrowing Request Confidentiality, Inventions and Non-Compete Agreement Exhibit D Form of Compliance Certificate Cochran Employment Agreement Exhibit E Form of Interest Election Request Cochran Confidentialixx, Xxxentions and Non-Compete Agreement Exhibit F Form X Xxxm of Joinder Agreement General Release Exhibit G Form of Landlord Access Agreement Legal Opinion of Counsel to the Company and the Founder Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Legal Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT to Buyer STOCK PURCHASE AGREEMENT This CREDIT STOCK PURCHASE AGREEMENT (this “"Agreement”"), dated as of July 6January 12, 20072001, is by and among NOVELIS INC.Artesyn Technologies Communication Products, Inc., a Wisconsin corporation formed under the Canada Business Corporations Act ("Buyer"), Real-Time Digital, Inc., a New Jersey corporation (the “Canadian Borrower”"Company"), NOVELIS CORPORATIONRobert E. Cochran (the "Founder"), a Texas corporationRobert Grimm, Tomasz Wolak, Dariusx Xxxx, Xxxxx XxXutt and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Zining Wanx (eachXxxxxx. Xrixx, an “Initial U.S. Borrower” andXxxxx, collectivelyXzix, XxXxxx xxd Xxxx, xxxxxxtivelx, xxx "Xxxloyee Sellxxx," and together wxxx xxe Fouxxxx, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Sellers").

Schedules. Schedule 1.01(a1.2(a)(iii) Refinancing Indebtedness - Post-Merger Board of Directors of the Company Schedule 1.2(a)(iv) - Post-Merger Officers of the Company Schedule 1.4(b)(iii) - Company Derivative Securities Surviving the Merger Schedule 1.4(b)(iv) - Base Ten Derivative Securities Surviving the Merger Schedule 3.1(a) - Jurisdictions in which Base Ten is Qualified to Be Repaid Conduct Business Schedule 1.01(b3.1(c) - Jurisdictions in which Subsidiaries of Base Ten are Qualified to Conduct Business Schedule 3.1(d) - Good Standing of each Subsidiary Guarantors of Base Ten Schedule 1.01(c3.1(e) Applicable Jurisdiction - Capitalization of each Subsidiary of Base Ten Schedule 3.1(f) - Directors and Officers of Base Ten Schedule 3.2(a) - Capitalization of Base Ten Schedule 3.6 - Governmental Filings of Base Ten Schedule 3.7 - Rights To Use Assets Used in the Business of Base Ten and each Subsidiary Schedule 3.9 - Litigation Involving Purchasers Schedule 3.11 - Insurance Policies of Base Ten and each Subsidiary Schedule 3.12 - Tax Matters of Base Ten and each Subsidiary Schedule 3.13(a) - Contracts and Commitments of Base Ten and each Subsidiary Schedule 3.13(c) - Compliance with Base Ten Contracts Schedule 3.13(e) - Affiliated Transactions Schedule 3.14(a) - Proprietary Rights of Base Ten and each Subsidiary Schedule 3.14(b) - Notice of Infringement or Misappropriation of Proprietary Rights of Base Ten and each Subsidiary Schedule 3.14(c) - Required Consents to Assignment of Proprietary Rights of Base Ten and each Subsidiary Schedule 3.15 - Employees of Base Ten and each Subsidiary Schedule 3.16 - ERISA - Base Ten and each Subsidiary Schedule 3.17(b) - Leased Real Property of Base Ten and each Subsidiary Schedule 3.18(a) - Legal Requirements of Base Ten and each Subsidiary Schedule 1.01(d3.18(b) Specified Account Debtors - Compliance with Permits, Licenses, and other Authorizations by Base Ten and each Subsidiary Schedule 1.01(e3.18(c) Excluded Collateral - Environmental and Safety Requirements of Base Ten and each Subsidiary Schedule 3.19 - Product Warranty By Base Ten Schedule 3.20 - Powers of Attorney On Behalf of Base Ten and each Subsidiary Schedule 3.21 - Bank Accounts of Base Ten and each Subsidiary Schedule 4.1(a) - Jurisdictions in which the Company is Qualified to do Business Schedule 4.1(b) - Directors and Officers of the Company Schedule 4.2(b) - Capitalization of the Company Schedule 4.3 - Authorizations of the Company Schedule 4.4 - Subsidiaries Schedule 1.01(f4.5 - Financial Statements of the Company Schedule 4.6 - Additional Liabilities of the Company Schedule 4.7 - Rights to Use Assets Used in the Business of the Company and each Subsidiary Schedule 4.8 - Changes Since the Latest Company Balance Sheet Schedule 4.9 - Governmental Filings of the Company Schedule 4.10 - Tax Matters of the Company Schedule 4.11(a) Immaterial Subsidiaries - Contracts and Commitments of the Company Schedule 1.01(g4.11(c) Specified Holders - Compliance with Company Contracts Schedule 1.01(h4.11(e) Participating Specified Foreign Currency Lenders - Affiliated Transactions Schedule 1.01(i4.12(a) Agent’s Account - Proprietary Rights of the Company Schedule 2.18 Existing Letters 4.12(b) - Notice of Credit Infringement or Misappropriation of Proprietary Rights of the Company Schedule 2.20 Canadian Lenders 4.12(c) - Required Consents to Assignment of Proprietary Rights of the Company Schedule 2.21 Lenders to Swiss Borrower 4.13 - Litigation of the Company Schedule 3.06(c4.14 - Brokerage Schedule 4.15 - Insurance Policies of the Company Schedule 4.16 - Employees of the Company Schedule 4.17 - ERISA - the Company Schedule 4.18(a) Violations or Proceedings - Ownership of Real Property of the Company Schedule 3.17 Pension Matters 4.18(b) - Leased Real Property of the Company Schedule 3.19 Insurance 4.19(a) - Legal Requirements of the Company Schedule 3.21 Acquisition Documents 4.19(b) - Compliance with Permits, Licenses, and Material Debt Instruments other Authorizations by the Company Schedule 3.24 Location 4.19(c) - Environmental and Safety Requirements of Material Inventory the Company Schedule 4.01(g4.20 - Product Warranty by the Company Schedule 4.21 - Powers of Attorney on Behalf of the Company Schedule 4.22 - Bank Accounts of the Company Schedule 5.5 - Grant of Certain Warrants Schedule 5.6 - Conversion of Base Ten Derivative Securities Schedule 5.8 - Certain Stockholders of the Company (Affiliate Letter) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion 5.10 - Conversion of Company Counsel Exhibit O Form Derivative Securities Schedule 6.2(l) - Resignations of Solvency Certificate Exhibit P Form Certain Directors and Officers of Intercompany Note Exhibit Q Form Base Ten Schedule 6.3(m) - Resignations of Receivables Purchase Agreement Exhibit R Form Certain Directors and Officers of Borrowing Base Certificate Exhibit S Form the Company AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER made as of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT January 18, 2002 (this “the "Agreement”"), dated as of July 6by and among Base Ten Systems, 2007, is among NOVELIS INC.Inc., a New Jersey corporation formed under having its principal office at 000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 00, Xxxxxxxx, Xxx Xxxxxx 00000 ("Base Ten"), Xxxxx X00, Inc., a Nevada corporation wholly-owned by Base Ten having its principal office at 000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxx 00, Xxxxxxxx, Xxx Xxxxxx 00000 ("Newco," and together with Base Ten, the Canada Business Corporations Act "Purchasers") and XxxxxxxxxxxXxxxxx.xxx, a Nevada corporation having its principal office at 000 Xxxx Xxxxxxxxx, Suite 386, Incline Village, Nevada 89451 (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, "Company," and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian BorrowerPurchasers, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Parties").

Schedules. Schedule 1.01(a1.1(o) Refinancing Indebtedness to Be Repaid Business Products Schedule 1.01(b1.1(bb) Subsidiary Guarantors Designated Employees Schedule 1.01(c1.1(hhh) Applicable Jurisdiction Requirements Joint IP Schedule 1.01(d1.1(iii)(i) Specified Account Debtors Seller Knowledge Persons Schedule 1.01(e1.1(iii)(ii) Excluded Collateral Subsidiaries Buyer Knowledge Persons Schedule 1.01(f1.1(kkk) Immaterial Subsidiaries Legacy Products Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g1.1(ppp) Local Transfer Jurisdictions Schedule 1.1(bbbbb) Roadmap Products Schedule 1.1(kkkkk) Shared Contracts Schedule 1.1(xxxxx) Transferred Books and Foreign Counsel Records Schedule 4.01(l1.1(yyyyy) Sources and Uses Transferred Contracts Schedule 4.01(o)(iii1.1(zzzzz) Title Insurance Amounts Transferred Copyrights Schedule 5.11(b1.1(aaaaaa) Certain Subsidiaries Transferred Internet Properties Schedule 5.16 Post1.1(dddddd) Transferred Patents Schedule 1.1(eeeeee) Transferred Permits Schedule 1.1(ffffff) Transferred Real Property Leases Schedule 1.1(hhhhhh) Transferred Subsidiary Schedule 1.1(iiiiii) Transferred Tangible Property Schedule 1.1(jjjjjj) Transferred Non-Closing Covenants Copyable Technology Schedule 6.01(b1.1(kkkkkk) Existing Indebtedness Transferred Trademarks Schedule 6.02(c) Existing Liens 3.5 Allocation Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Methodology EXHIBITS Exhibit A Form of Administrative Questionnaire Transition Services Agreement Exhibit B Form IP License Agreement Exhibit C Term Sheet and Draft Reseller and Market Cooperation Agreement Exhibit D Strategic Collaboration Agreement Exhibit E Confidential Disclosure Agreement Exhibit F Bxxx of Sale Exhibit G Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Patent Assignment Exhibit I Form of Lender Addendum Copyright Assignment Exhibit J Form of Mortgage Trademark Assignment Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT K Restructuring Plan ASSET PURCHASE AGREEMENT This CREDIT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated ) is made and entered into as of July 6May 29, 2007, is among NOVELIS INC.2021 by and between Polaris Buyer LLC, 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a Delaware limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerBuyer”), and NOVELIS AGFireEye, Inc., a stock Delaware corporation (AG) organized under the laws “Seller”). Each of Switzerland (Buyer and Seller are sometimes referred to as a “Party” and together as the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “BorrowersParties.”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.4(g)(vi)(e) Refinancing Indebtedness to Be Repaid Budgeted Real Estate Taxes Schedule 1.01(b1.4(k) Real Estate Taxes Schedule 1.8 Purchase Price Allocation Schedule 2.6(a) Financial Statements Schedule 5.2 Required SEC Filings Schedule 5.8 Schedule 5.21 Schedule 5.22 Buyer Capital Projects Third Flag Outparcel 2nd Amendment Drive Outparcel SELLER PARTIES DISCLOSURE LETTER Schedule B-2 Subsidiary Guarantors Interests Schedule 1.01(cB-3 Excluded Interests Schedule 1.4(m) Applicable Jurisdiction Requirements Current Tax Appeals Schedule 1.01(d2.2(b) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Partnership Subsidiaries Schedule 1.01(f2.3(b) Immaterial Obligations to Sell or Acquire Interests Schedule 2.4 Other Interests Schedule 2.5(b) Required Approvals Schedule 2.6(b) Subsidiaries Not Consolidated With Operating Partnership; Undisclosed Liabilities Schedule 1.01(g2.7 Certain Events from the Date of the Most Recent Balance Sheet Schedule 2.8 Litigation Schedule 2.9(b) Specified Holders Existing Title Reports and Surveys Schedule 1.01(h2.9(c) Participating Specified Foreign Currency Lenders Condemnation and Rezoning Schedule 1.01(i2.9(d)-A List of Space Leases and Amendments Schedule 2.9(d)-B Notices of Default Schedule 2.9(d)-C List of Outstanding Improvements Schedule 2.9(d)-E Early Rent Payments Schedule 2.9(d)-F Spaces Lease Arrearages Schedule 2.9(d)-G Space Lease Security Deposits Schedule 2.9(e) Agent’s Account Tenant Inducements Schedule 2.18 Existing Letters of Credit 2.9(f) Service Contracts Schedule 2.20 Canadian Lenders 2.9(g) Notices from Government Authorities Schedule 2.21 Lenders to Swiss Borrower 2.9(i) Property Dispositions Schedule 3.06(c2.9(j) Violations or Proceedings Sale and Option Agreements Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g2.9(k) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Liabilities and Incentive Fees Schedule 6.01(b2.9(l) Existing Indebtedness Property Purchase Agreements Schedule 6.02(c2.10 Hazardous Materials Contamination Schedule 2.12 Tax Exceptions Schedule 2.13 Brokers Schedule 2.17(a) Existing Liens Defaults Under Contracts Schedule 6.04(b2.17(b) Existing Investments Debt Schedule 9.01(b2.17(c) Cash Management EXHIBITS Exhibit A Form Derivatives Schedule 2.17(d) Broker Agreements Schedule 2.17(f) Affiliate Agreements Schedule 2.18 Additional Insurance Policies and Insurance Claims Schedule 2.19 Banking Relationship Information Schedule 2.20 Material Capital Projects Schedule 9.14(e) ISRA Leaseholds * Schedules, exhibits and similar attachments to the Purchase and Sale Agreement have been omitted pursuant to Item 601(b)(2) of Administrative Questionnaire Exhibit B Form Regulation S-K. The Company will furnish supplementally a copy of Assignment any omitted schedule, exhibit or similar attachment to the Securities and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Exchange Commission upon request. INTEREST PURCHASE AGREEMENT This CREDIT THIS INTEREST PURCHASE AGREEMENT (this “Agreement”), ) dated as of July 6December 19, 20072017, is by and among NOVELIS INC.XXXXX INDUSTRIAL BOBCAT HOLDINGS LLC, a corporation formed under the Canada Business Corporations Act Delaware limited liability company (the “Canadian BorrowerBuyer”), NOVELIS CORPORATIONCABOT INDUSTRIAL VALUE FUND IV, L.P., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Delaware limited partnership (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerCabot Fund”), and NOVELIS AGCABOT INDUSTRIAL VALUE FUND IV MANAGER, LIMITED PARTNERSHIP, a stock corporation (AG) organized under the laws of Switzerland Massachusetts limited partnership (the “Swiss BorrowerGeneral Partner”). Cabot Fund and General Partner are sometimes referred to herein collectively as “Seller Parties” and, together with or individually as “Seller Party.” A list of the Canadian Borrower, the U.S. Borrowers, defined terms used in this Agreement and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INCSection where each is defined is set forth on Schedule A attached hereto., 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness Knowledge of Parent Schedule 1.1(b)(i) Knowledge of the Company Schedule 1.1(b)(ii) Knowledge of the Company Schedule 1.1(c) Permitted Exceptions Schedule 4.1 Organization and Good Standing Schedule 4.2(a)(i) Capitalization of the Company Schedule 4.2(b) Capitalization of the Company Immediately Prior to Be Repaid the Closing Schedule 1.01(b4.3(a) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f4.6 Conflicts Schedule 4.7 Consents Schedule 4.9 Undisclosed Liabilities Schedule 4.10(a) Immaterial Subsidiaries Organizational Documents, Books and Records Schedule 1.01(g4.11 Taxes Schedule 4.12 Employees Schedule 4.13(a) Specified Holders Compliance with Legal Requirements and Governmental Authorizations Schedule 1.01(h4.13(b) Participating Specified Foreign Currency Lenders Compliance with Legal Requirements and Governmental Authorizations Schedule 1.01(i4.14 Legal Proceedings and Orders Schedule 4.15 Absence of Certain Changes or Events Schedule 4.16(a) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Title; Ownership and Related Matters Schedule 3.19 4.17(a)(i)(1) Ground Leases Schedule 4.17(a)(i)(2) Ground Leases Schedule 4.17(a)(ii) Ground Leases Schedule 4.17(a)(iii) Ground Leases Schedule 4.17(a)(iv) Ground Leases Schedule 4.17(a)(v) Ground Leases Schedule 4.17(a)(vi) Ground Leases Schedule 4.17(a)(viii) Ground Leases Schedule 4.17(a)(ix) Ground Leases Schedule 4.17(b)(i) Tenant Leases Schedule 4.17(b)(ii) Tenant Leases – Towers Schedule 4.17(b)(iii) Tenant Leases Schedule 4.17(b)(v) Tenant Leases Schedule 4.17(b)(vi) Tenant Leases Schedule 4.17(c)(1) Easements and Lease Buyout Sites Schedule 4.17(c)(2) Easements and Lease Buyout Sites Schedule 4.17(d) Easements Appurtenant Schedule 4.17(e) Acquisition Agreements Schedule 4.17(f)(i) Management Agreements Schedule 4.17(f)(ii) Managed Sites Schedule 4.17(g) Other Material Contracts Schedule 4.17(h) Open Applications and Amendments to Tenant Leases Schedule 4.17(i) Build to Suit Agreements Schedule 4.18 Environmental Matters Schedule 4.19 Affiliate Transactions Schedule 4.20(a) Real Property Schedule 4.20(b)(i) Real Property Schedule 4.20(b)(ii) Real Property Schedule 4.20(b)(iii) Real Property Schedule 4.20(d) Tower Bonds Schedule 4.21 Utilities and Access Schedule 4.22 Real Property Taxes, Personal Property Taxes and Assessments Schedule 4.23 Condemnation Schedule 4.25 Intellectual Property Schedule 4.26 Insurance Schedule 3.21 Acquisition Documents 4.28 Defects Schedule 4.30 Tax and Material Debt Instruments Utility Xxxx Documents; Security Deposits Schedule 3.24 Location of Material Inventory 5.13(a) Reports and Financial Statements Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing 6.1 Affirmative Covenants Schedule 6.01(b) Existing Indebtedness 6.2 Negative Covenants Schedule 6.02(c) Existing Liens 6.8 Employment Contracts Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT 11.19 Tower Aggregators AGREEMENT This CREDIT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 6June 25, 20072012, is by and among NOVELIS INC.SBA Communications Corporation, a Florida corporation formed under the Canada Business Corporations Act (“Parent”), SBA 2012 Acquisition, LLC, a Delaware limited liability company and indirect, wholly-owned subsidiary of Parent (“Merger Sub”), TowerCo II Holdings LLC, a Delaware limited liability company (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerCompany”), and NOVELIS AGTowerCo III Holdings LLC (“TowerCo III”), a stock corporation Delaware limited liability company, in its capacity as the representative of all of the Members (AGas defined below) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative AgentMembers’ Representative”) for and individually, solely in its role as the Lenders, LASALLE BUSINESS CREDIT, LLC Post-Escrow Indemnifying Party (as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”defined below).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Intellectual Property Schedule 1.01(b1.1(b) Subsidiary Guarantors Transferred Contracts Schedule 1.01(c1.1(g) Applicable Jurisdiction Requirements Licenses, Permits, Consents and Certificates Schedule 1.01(d1.1(h) Specified Account Debtors Real Property Schedule 1.01(e1.2(l) Certain Excluded Collateral Assets Schedule 3.1(b) Jurisdictions Schedule 3.3 No Conflicts Schedule 3.5 Consents and Approvals Schedule 3.6 Capitalization; Subsidiaries Schedule 1.01(f3.7(a) Immaterial Subsidiaries Financial Statements Schedule 1.01(g3.7(d) Specified Holders Indebtedness Schedule 1.01(h3.9 Absence of Changes Schedule 3.9(g) Participating Specified Foreign Currency Lenders Capital Expenditures Schedule 1.01(i3.10(a) Agent’s Account Real Property Encumbrances Schedule 2.18 Existing 3.10(b) Leases Schedule 3.10(c)(ii) Certain Matters Regarding Leases Schedule 3.10(d) Other Material Real Property Schedule 3.12(b) Taxes Schedule 3.13 Contracts Schedule 3.14 Insurance Schedule 3.15(a) Employee Benefit Plans Schedule 3.15(e) Employee Benefit Plans (Acceleration) Schedule 3.15(f) 409A Plans Schedule 3.16(c) Environmental Permits Schedule 3.17(a) Litigation Schedule 3.18(b) Legal Compliance Schedule 3.18(b)(i) Franchises & Licenses (Exceptions) Schedule 3.19(a) Intellectual Property Schedule 3.21(a) Employees Schedule 3.21(b) Employment Contracts, Severance, Change of Control Benefits Schedule 3.23 Relationships with Related Persons Schedule 3.24 Brokers or Finders Schedule 3.25(a) Must Carry Retransmission Agreements Schedule 3.25(b) FCC Compliance Schedule 3.25(c) FCC Information Schedule 3.26(a) System Information Schedule 3.26(b) Subscriber Information Schedule 3.26(c) Plant Miles, Homes Passed, and Two Way Homes Passed Information Schedule 3.26(d) Rates Schedule and Channel Lineup Schedule 3.26(e) Competitors Schedule 3.27 Bonds; Letters of Credit Schedule 2.20 Canadian Lenders 3.28 Suppliers Schedule 2.21 Lenders to Swiss Borrower 6.2(i) Discounts Schedule 3.06(c6.10 Surveyed Property Schedule 7.3(a) Violations or Proceedings Indemnification Schedule 3.17 Pension Matters 1.1(a) Intellectual Property The Domain Name: xxxxxxxxxxx.xxx XXXX0.XXXXXXX.XXX | 69.60.160.34 XXXX0.XXXXXXX.XXX | 69.60.160.35 Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g1.1(b) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Transferred Contracts

Schedules. Schedule 1.01(a1.4 Asset Sale Companies Schedule 1.6 Assumed Liabilities Schedule 1.20 Coal Inventory Locations Schedule 1.24 Contracts of Asset Sale Companies Schedule 1.37(a) Refinancing Indebtedness to Be Repaid Equipment Owned by Asset Sale Companies Schedule 1.01(b1.37(b) Subsidiary Guarantors Equipment Leased by Asset Sale Companies Schedule 1.01(c1.51(a) Applicable Jurisdiction Requirements Intellectual Property Owned by the Asset Sale Companies Schedule 1.01(d1.51(b) Specified Account Debtors Intellectual Property Leased by the Asset Sale Companies Schedule 1.01(e1.53 Knowledge of PCC Schedule 1.61 Mining Environmental Liabilities Schedule 1.68 Parts, Fuel and Supplies Inventory Schedule 1.76 Permits Schedule 1.77 Permitted Liens Schedule 1.89(a) Retained Liabilities Schedule 1.89(v) Excluded Collateral Subsidiaries Contracts Schedule 1.01(f1.96 VC 5 Schedule 2.12(b) Immaterial Subsidiaries Independent Survey of the Coal Inventory-Principles and Format Schedule 1.01(g3.1 Foreign States Schedule 3.2 Conflicts Schedule 3.4 Absence of Changes Schedule 3.5 Purchased Assets Exceptions Schedule 3.6 Intellectual Property Exceptions Schedule 3.7 Permits and Environmental Compliance Schedule 3.8 PCC Bonds Schedule 3.9(b) Specified Holders Contract Exceptions Schedule 1.01(h3.9(c) Participating Specified Foreign Currency Lenders Consents Schedule 1.01(i3.10 Litigation; Claims Schedule 3.11(a) Agent’s Account Employee Benefit Plans Schedule 2.18 Existing Letters 3.11(d) Plan Administration Schedule 3.11(f) Severance Entitlements Schedule 3.16 Powers of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Attorney Schedule 3.17 Pension Matters Transactions with Affiliates Schedule 3.19 Insurance 5.4(a) PCC Consents Schedule 3.21 Acquisition Documents and 5.4(b) Buyer Consents Schedule 5.6 PCC Guaranties Schedule 5.10(a) Excluded Business Schedule 6.1(e)(i) PCC Material Debt Instruments Consents Schedule 3.24 Location of 6.1(e)(ii) Buyer Material Inventory Consents Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post8.1 Asset Sale Companies with pre-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form termination Employees ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made as of Administrative Questionnaire Exhibit B Form the 29th day of Assignment October, 2002, by and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT between PITTSTON COAL COMPANY, a Delaware corporation (this “Agreement”"PCC"), dated as of July 6and Paramont Coal Company virginia, 2007, is among NOVELIS INC.LLC, 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a Delaware limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Buyer").

Schedules. Schedule 1.01(a1.1 Conveyance Documents for Entity Purchase Transfers Schedule 1.2 Conveyance Documents for Joint Venture Purchase Transfers Schedule 2.3 Conveyance Documents for Asset Purchase Transfers Schedule 4.2 Corporate Authority Schedule 4.3 Electrical Company Stock, Partnership Interests and Joint Venture Interests Schedule 4.4 Governmental Approvals and Consents Schedule 4.5 Financial Statements Schedule 4.6 Certain Changes Schedule 4.7(b) Refinancing Indebtedness to Be Repaid Owned and Leased Real Property Schedule 1.01(b) Subsidiary Guarantors 4.8 Contracts Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or 4.9 Legal Proceedings Schedule 3.17 Pension 4.10(a), (b) and (c) Intellectual Property Rights and Claims Schedule 4.11(a) and (b) Insurance Schedule 4.12 Tax Matters Schedule 3.19 Insurance 4.13(a) U.S. Employee Benefit Arrangements Schedule 3.21 Acquisition Documents 4.13(b) U.S. Employee Benefit Arrangements - United States Schedule 4.13(c) Prohibited Transactions - United States Schedule 4.13(d) Termination and Material Debt Instruments Reportable Events - United States Schedule 3.24 Location 4.13(e) Funding and Qualification - United States Schedule 4.13(f) Multi-Employer Plans - United States Schedule 4.13(g) Reports and Disclosure - United States Schedule 4.13(h) Continuation Coverage - United States Schedule 4.13(i) Mexico Employee Benefit Arrangements Schedule 4.13(j) European Employees Schedule 4.13(k) General Matters Respecting Employee and Employee Benefit Arrangements Schedule 4.14 Compliance with Laws Schedule 4.15(i) Labor Matters Schedule 4.15(ii) Collective Bargaining Agreements Schedule 4.15(iii) Pending Labor Disputes Schedule 4.16 Environmental Matters Schedule 4.17 Transferred Assets Schedule 4.18 Undisclosed Liabilities Schedule 6.1 Conduct of Material Inventory Business Schedule 4.01(g6.6(f) Local and Foreign Counsel Severance Benefits - United States Schedule 4.01(l6.7(a) Sources and Uses Pro Forma Transactions Schedule 4.01(o)(iii6.8 Description of German Reorganization Schedule 6.16(a) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Arrangements Schedule 6.01(b6.16(b) Existing Indebtedness Terms of Aftermarket Wipers Supply Arrangement Schedule 6.02(c6.16(c) Existing Liens Other Transition Arrangements Schedule 6.04(b7.1(b) Existing Investments Consents of Governmental Authorities Schedule 9.01(b9.1(a) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT GM Contracts STOCK AND ASSET PURCHASE AGREEMENT This CREDIT AGREEMENT (this “Stock and Asset Purchase Agreement”), dated as of July 6June 25, 20071998 (hereinafter, is among NOVELIS the "Agreement"), between ITT INDUSTRIES, INC., a an Indiana 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”"ITTI"), and NOVELIS AGVALEO, a stock corporation (AG) societe anonyme organized under the laws of Switzerland France (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Purchaser").

Schedules. Schedule 1.01(a4.1 Officers and Directors of the Surviving Corporation Schedule 6.4 Optionholders to Receive Euronet Options Schedule 7.2 Option Strike Price for Vested Optionholders Schedule 8.2(b)(1) Refinancing Indebtedness to Be Repaid Unvested Options Schedule 1.01(b8.2(b)(2) Subsidiary Guarantors Vested Options Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral 8.3 Subsidiaries Schedule 1.01(f8.5 Noncontravention Schedule 8.6(a) Immaterial Subsidiaries Exceptions to GAAP Schedule 1.01(g8.6(b) Specified Holders Other Liabilities Schedule 1.01(h8.7 Interim Changes Schedule 8.8(a) Participating Specified Foreign Currency Lenders Tangible Personal Property--Title Exceptions Schedule 1.01(i8.8(b) Agent’s Account Leased and Subleased Property Schedule 2.18 Existing Letters of Credit 8.8(c) Owned Real Property Schedule 2.20 Canadian Lenders 8.8(e) Special Assessments and Condemnations with Respect to Property Schedule 2.21 Lenders to Swiss Borrower 8.9(c) Environmental Matters--Hazardous Substances Schedule 3.06(c8.9 Environmental Matters--Storage Tanks Schedule 8.10(a) Violations or Proceedings Intellectual Property Rights Schedule 3.17 Pension 8.10(b) Intellectual Property Rights--Claims and Liens Schedule 8.10(e) Intellectual Property Rights--Royalties Schedule 8.11 Litigation Schedule 8.12(c) Tax Matters Schedule 3.19 8.13 Compliance with Applicable Law Schedule 8.15 Employee Plans Schedule 8.16 Transactions with Affiliates Schedule 8.17 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments 8.18(b) Labor Relations Schedule 3.24 8.19 Location of Material Offsite Assets Schedule 8.20 Inventory Schedule 4.01(g8.21(a) Local Accounts Receivable--Written Off or with Reserve Offsets Schedule 8.22 Agents Schedule 8.23(a) Warranty and Foreign Counsel Product Liability Claims Schedule 4.01(l8.23(b) Sources Products and Uses Service-Related Accidents Since December 31, 1993 Schedule 4.01(o)(iii11.2(f) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS States in Which Company Was Formed or Qualified to Do Business EXHIBITS: -------- Exhibit A Form Indemnification Percentages AGREEMENT AND PLAN OF MERGER ---------------------------- This Agreement and Plan of Administrative Questionnaire Exhibit B Form Merger is made and entered into as of Assignment the 3rd day of November, 1998 by and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT among Euronet Services Inc., a Delaware corporation (this “Agreement”"Buyer"), dated as AE Merger Corp., an Arkansas corporation and a wholly-owned subsidiary of July 6Buyer ("Merger Sub"), 2007Arkansas Systems Inc., is among NOVELIS INC., a an Arkansas corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”"Company"), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries certain shareholders of the Canadian Borrower signatory hereto as borrowers Company whose signatures appear below (each, an “Initial U.S. Borrower” anda "Representing Shareholder" and collectively the "Representing Shareholders") (as amended, collectivelymodified or supplemented, in each case from time to time and whether in whole or in part, this "Agreement"). Capitalized terms used in this Agreement shall have the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INCmeanings set forth herein. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).R E C I T A L S ---------------

Schedules. Schedule 1.01(aA Contributors Schedule 1.1(a) Refinancing Indebtedness Land Schedule 1.1(c)(i) Excluded Personal Property Located at the Real Property Schedule 1.1(c)(ii) Excluded Personal Property Located at the Office Space Schedule 1.1(e)(i) Excluded Permits and Licenses Schedule 1.1(e)(ii) Service Contracts Schedule 1.1(e)(iii) Office Leases Schedule 1.1(e)(iv) Excluded Telephone Numbers Schedule 1.1(g) Acquisition Contracts Schedule 1.1(h) Management Contracts Schedule 1.1(i) Trademarks Schedule 1.2(c) Owner Interests to Be Repaid Conveyed to the Transferee Schedule 1.01(b1.4 Designation of Transferee for Specific Items of Property Schedule 2.1(i) Subsidiary Guarantors Allocation of Consideration Schedule 1.01(c2.1(ii) Applicable Jurisdiction Requirements Assumed Loans Schedule 1.01(d2.2 Assumption Fees, Prepayment Premiums and Penalties Schedule 2.3(a) Specified Account Debtors Development Properties Schedule 1.01(e2.3(c) Excluded Collateral Subsidiaries Plans and Specifications for Development Properties Schedule 1.01(f2.3(e) Immaterial Subsidiaries The Work and Budget for Oxford Hills Schedule 1.01(g2.6 Certain Assigned Values Schedule 2.7(a) Specified Holders Share Price at Initial Closing Date Schedule 1.01(h2.7(b) Participating Specified Foreign Currency Lenders Allocated Units Schedule 1.01(i2.9 Acquisition Contracts Costs Schedule 3.1(e) Agent’s Account Surveys Schedule 2.18 Existing 4.1(f) Litigation Schedule 4.1(g) Proceedings related to the Real Property Schedule 4.1(h) Violations affecting the Property Schedule 4.1(j) Conditions affecting the Personal Property Schedule 4.1(n) Tax Audits Schedule 5.1(h) Subsidiaries, Partnerships and Trusts Schedule 5.1(i) Material Liabilities and Obligations Schedule 5.1(j) Tax Proceedings Schedule 5.1(l) Ownership of Assets Schedule 5.1(n) Restrictive Agreements Schedule 5.1(o)(i) Benefit Plans Schedule 5.1(o)(ii) Benefit Plan Compliance Schedule 5.1(p)(i) Transferee Defaults Schedule 5.1(p)(ii) Transferee Indebtedness Schedule 5.1(q) Transactions with Affiliates Schedule 10.6 Allocation of Closing Costs Schedule 12.1(c) Letters of Credit and Bonds to be Replaced Schedule 2.20 Canadian Lenders 13.2(a)(vi) Material Defects and Deficiencies Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c13.2(b) Violations or Proceedings Schedule 3.17 Pension Excluded Due Diligence Matters Schedule 3.19 Insurance 21.10(a) TCR Representatives Schedule 3.21 Acquisition Documents and Material Debt Instruments 21.10(b) AMLI Representatives Schedule 3.24 Location of Material Inventory 21.10(c) Avalon Representatives Schedule 4.01(g22.11(i) Local and Foreign Counsel TCR Group Knowledge Designees Schedule 4.01(l22.11(ii) Sources and Uses AMLI Knowledge Designees Schedule 4.01(o)(iii22.11(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Avalon Knowledge Designees

Schedules. Schedule 1.01(a1.6 Transaction Expenses Schedule 3.1(c) Refinancing Indebtedness Certain Equity Interests Schedule 3.3 Authorized Capital Stock Schedule 3.3(a) Options and Company Warrants Schedule 3.3(b) Obligations Regarding Capital Stock Schedule 3.5 Conflicts Schedule 3.6(a) Corrections to Be Repaid Public Reports Schedule 1.01(b3.7 Material Contracts Schedule 3.8 Changes Schedule 3.9 Litigation Schedule 3.10(b) Subsidiary Guarantors Notifications Schedule 1.01(c3.11(a) Applicable Jurisdiction Requirements Employee Benefit Plans Schedule 1.01(d3.11(c) Specified Account Debtors Determination Letters Schedule 1.01(e3.11(d) Excluded Collateral Subsidiaries Effect of Payments to Employees Schedule 1.01(f3.12 Environmental, Health and Safety Matters Schedule 3.13(a) Immaterial Subsidiaries Intellectual Property Schedule 1.01(g3.13(f) Specified Holders License Agreements Schedule 1.01(h3.13(g) Participating Specified Foreign Currency Lenders Domain Name Ownership Schedule 1.01(i3.13(h) Agent’s Account Sufficiency of Intellectual Property Assets Schedule 2.18 Existing Letters 3.13(i) Intellectual Property Consents Schedule 3.14(a) Workers’ Compensation Claims Schedule 3.14(b) Acceleration of Credit Benefits Schedule 2.20 Canadian Lenders 3.15 Insurance Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings 3.16 Tax Matters Schedule 3.17 Pension Matters Brokers Schedule 3.18(a) Company Leased Real Property Schedule 3.18(b) Leases Schedule 3.18(c) Lease Consents Schedule 3.18(d) Condition of Real Property Schedule 3.19 Insurance Title to Personal Property Schedule 3.21 Acquisition Documents and Material Debt Instruments Related Party Transactions Schedule 3.24 Location of Material Inventory 5.1 Certain Permitted Actions Schedule 4.01(g5.7(b) Local and Foreign Counsel Written Indemnification Agreements Schedule 4.01(l5.11 Special Success Bonuses Schedule 5.13 Actions Regarding Option Plans Schedule 6.2(e) Sources and Uses Dissenting Stockholders Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b7.1(c)(iv) Certain Subsidiaries Dissenting Stockholders Schedule 5.16 Post8.5A Certain Due Diligence Activities Schedule 8.5B Company Knowledge Index of Defined Terms Term Section Additional Materials 5.3(d) Agreement Preamble Alternative Acquisition Agreement 5.2(a) Appraisal Shares 2.4 Board of Directors Recitals Business Day 8.5 Certificate of Merger 1.3 Certificates 2.3(b) Change of Recommendation 5.2(d) Closing 1.2 Closing Date 1.2 Code 2.3(f) Common Stock Merger Consideration 2.1(c) Company Preamble Company Benefit Plan 3.11(a) Company Common Stock Recitals Company Employees 5.14 Company Inbound License Agreements 3.13(f) Company Leased Real Property 3.18(a) Company Material Adverse Effect 8.5 Company Owned Copyrights 3.13(d) Company P.C. 8.5 Company Permits 3.10(a) Company Preferred Stock 3.3 Company Warrants 3.3 Confidentiality Agreement 8.5 Content 3.13(g) Copyrights 3.13(a) DGCL Recitals Domain Names 3.13(a) Effective Time 1.3 Environmental, Health and Safety Requirements 3.12 Environmental Law 8.5 Environmental Permits 3.2(a) Equity Financing Letter 4.5 Equity Interests 8.5 ERISA 3.11(a) ERISA Affiliate 3.11(a) Exchange Act 3.6(a) Exchange Fund 2.3(a) Expenses 8.5 Final Change Deadline 5.2(c) Term Section Financial Statements 3.4 Financing Documentation 4.5 Financing Letters 4.5 GAAP 3.4 Gryphon 4.5 Governmental Entity 3.5 Hazardous Materials 3.12(c) Indemnified Liabilities 5.7(c) Information Statement 5.3(d) Initial Proposal Deadline 5.2(c) Insurance Policies 3.15 Intellectual Property 8.5 IRS 3.11(a) Knowledge 8.5 Letter Agreement Recitals Liabilities 8.5 Lien 8.5 Majority Stockholder Recitals Majority Stockholder Written Consent Recitals Material Adverse Effect Notice 5.4 Material Contract 3.7 Maximum Expense Letters 1.6 Merger Recitals Merger Consideration 2.1(e) Merger Sub Preamble 1996 Options 2.2 1996 Plan 2.2 Option 2.2 Option Merger Consideration 2.2(b) Ordinary Course of Business 5.1 Outside Date 7.1(b)(ii) Parent Preamble Parent Indemnification Commencement Date 5.7(c) Parent Noteholders 4.5 Patents 3.13(a) Paying Agent 2.3(a) Permitted Liens 8.5 Person 8.5 Potential Financing Failure Notice 5.4 Public Reports 3.6(a) Preferred Stock Merger Consideration 2.1(d) Xxxxxxxx-Closing Covenants Schedule 6.01(bXxxxx Act 3.6(b) Existing Indebtedness Schedule 6.02(cSEC 3.6(a) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form Secretary of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).State 1.3

Schedules. Schedule 1.01(a1.10 Closing Balance Sheet; Closing Date Indebtedness Amount; Adjustment to Seller Consideration Schedule 1.11 Acquisition Candidates Schedule 2.1(b) Refinancing Indebtedness to Be Repaid Articles of Incorporation and Bylaws of the Company Schedule 1.01(b2.2(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f2.2(c) Immaterial Subsidiaries Agreements Relating to the Company Stock Schedule 1.01(g2.4 Conflicts, Consents and Approvals Schedule 2.5 Litigation Schedule 2.6(a) Specified Holders Financial Statements Schedule 1.01(h2.6(b) Participating Specified Foreign Currency Lenders Exceptions to Financial Statements Schedule 1.01(i2.8 Tax Matters Schedule 2.9 Undisclosed or Contingent Liabilities Schedule 2.10(a) Agent’s Account Personal Property Schedule 2.10(c) Owned Real Property/Tenant Leases/Landlord Leases Schedule 2.10(d) Title Exceptions - Owned Real Property Schedule 2.10(e) Title Exceptions - Leasehold Estates (Subsidiaries) Schedule 2.10(f) Title Exceptions - Leasehold Estates (The Company) Schedule 2.10(h) Exceptions to Exclusive Possession, Rent Payments, and Tenant Improvement Work Schedule 2.10(i) Real Property Casualties and Defaults Schedule 2.10(k) Matters Impairing Use of Property and Operations Schedule 2.11(a) Insurance Schedule 2.11(b) Bonding Arrangements Schedule 2.12(a) Environmental Matters Schedule 2.12(b) Hazardous Substances Schedule 2.12(c) Underground Tanks Schedule 2.13 Intellectual Property Schedule 2.14 Permits Schedule 2.15 Compliance with Laws Schedule 2.16 Labor Matters Schedule 2.17 Changes Since June 30, 1997 Schedule 2.18 Existing Letters Transactions with Affiliates Schedule 2.19 Contracts and Commitments Schedule 2.20(a) Benefit Plans Schedule 2.20(c) Benefit Plan Exceptions Schedule 3.1(a) Ownership of Credit Shares Schedule 2.20 Canadian Lenders 3.1(b) Seller Stock Agreement Schedule 2.21 Lenders to Swiss Borrower 3.3 Conflicts, Consents and Approvals of Sellers Schedule 3.06(c) Violations 4.3 Conflicts, Consents and Approvals of Newco and BRS Schedule 4.6 Brokers or Proceedings Finders Schedule 3.17 Pension 5.7 Transfer of Certain Assets Schedule 5.8 Voting, Shareholders Agreement and Other Matters Schedule 3.19 Insurance 5.9 Competition Schedule 3.21 Acquisition Documents 6.2 (j) Employment Agreements Schedule 6.2(l) Closing Approvals and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Consents - DEFINED TERMS

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Commitments Schedule 1.01(b1.1(b) Subsidiary Guarantors Real Estate Eligibility Conditions Schedule 1.01(c4.1(e) Applicable Jurisdiction Florida Eligible Mortgaged Real Property Schedule 5.1 Charges and Changes Schedule 5.2 Changes Schedule 5.4 Consents Schedule 5.6 Litigation Schedule 5.7 Defaults Schedule 5.8 Restrictions Schedule 5.13 Subsidiaries Schedule 5.14 Environmental Matters Schedule 5.15 Uniform Commercial Code Filings Schedule 5.17 Intellectual Property Matters Schedule 5.19 Material Real Property Schedule 5.23 Depositary Accounts Schedule 5.25 Y2K Compliance Schedule 6.1(i) Local Counsel Jurisdictions Schedule 6.1(l) Lien Search Jurisdictions Schedule 7.3 Payments on Obligations Schedule 7.4 Compliance with Obligations Schedule 7.10(b) Excluded Properties Schedule 7.10(c) Post Closing Real Estate Requirements Schedule 1.01(d8.2(b) Specified Account Debtors Existing Guarantee Obligations Schedule 1.01(e8.3(f) Excluded Collateral Subsidiaries Existing Liens Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b8.7(f) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing 8.8 Investments Schedule 9.01(b) Cash Management 8.10 Transactions with Affiliates Schedule 11.2 Addresses EXHIBITS Exhibit A Form of Administrative Questionnaire Assignment and Acceptance Exhibit B Form of Assignment and Assumption Subsidiaries Guarantee Exhibit C Form of Borrowing Request Master Collateral Agreement Exhibit D Form of Compliance Certificate Revolving Credit Note Exhibit E Form of Interest Election Request Term Loan Note Exhibit F Form of Joinder Agreement Swing Line Note Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Borrower Closing Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N H-1 Form of Opinion of Company Counsel Exhibit O H-2 Form of Solvency Certificate Opinion of Local Counsel Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R I Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter J Available GOB Inventory Worksheet SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of July 6January 20, 20071999, is by and among NOVELIS SERVICE MERCHANDISE COMPANY, INC., a Tennessee corporation formed under the Canada Business Corporations Act (the “Canadian "Borrower”"), NOVELIS CORPORATION, a Texas corporation, the financial institutions and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers entities from time to time party to this Agreement (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”"Lenders" and each individually, a "Lender"), NOVELIS UK LTDCITICORP USA, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INC., a Delaware 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 Article I"Citicorp"), as collateral and administrative agent for the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank Lenders (in such capacity, “U.S./European Issuing Bank”the "Administrative Agent"), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICABANKBOSTON, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC.a national banking association ("BankBoston"), as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative and collateral monitoring agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers for the Lenders (in such capacities, “Arrangers”the "Collateral Monitoring Agent") (as amended, modified, supplemented, extended, renewed, or refinanced from time to time, this "Agreement").

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid A Description of Software Products Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material 1.1.a Inventory Schedule 4.01(g) Local 1.1.c Software Contracts Schedule 1.1.d Computer Equipment Schedule 1.1.e Office Furniture Schedule 1.1.f Leases Schedule 1.1.g General Contracts Schedule 1.1.h Real Property Schedule 1.1.j Authorizations Schedule 1.1.k Accounts Receivable Schedule 1.1.l Intellectual Property Schedule 1.1.m Insurance Policies Schedule 1.1.o Liquid Assets Schedule 1.1.q Business Interests Schedule 1.3 Excluded Assets Schedule 2.1.c Certain Contract Liabilities Schedule 2.1.d Assumed Liabilities Schedule 3.1.f Paid Liabilities Schedule 3.3 Restrictive Legend Schedule 4.3 Conflicts Schedule 4.4 Required Government Consents Schedule 4.5 Required Contract Consents Schedule 4.7 Condition of Property Schedule 4.9.b Copyright Notices Schedule 4.9.c Trade Secrets Schedule 4.10 Technical Documentation Schedule 4.13 Software Licenses Schedule 4.16 Financial Statements Schedule 4.17 Undisclosed Liabilities Schedule 4.18.a Ordinary Course of Business Schedule 4.18.b Material Adverse Change Schedule 4.18.c Absence of Particular Events Schedule 4.18.d Absence of Joint Ventures, Etc. Schedule 4.19 Major Vendors and Foreign Customers Schedule 4.20.a Litigation Schedule 4.20.b Historic Litigation Schedule 4.21.a Compliance with Laws Schedule 4.21.c Environmental Compliance Schedule 4.22.a State Sales Tax Summary Schedule 4.22.b State Sales Taxes, etc. Schedule 4.23.a List of Personnel Schedule 4.23.b Compensation, etc. Schedule 4.23.c Retirement Plans Schedule 4.24 Insurance Policies Schedule 4.25 Sufficiency of Rights Schedule 4.26 Broker's or Finder's Fees Schedule 4.27 Related-Party Transactions Schedule 11.2.h Opinion of Seller's Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of 11.2.i Opinion of Company Buyer's Counsel Exhibit O Form Schedule 11.2.j Employment Agreements Schedule 11.2.k Non-Competition Agreement of Solvency Certificate Exhibit P Form Seller Schedule 11.2.l Non-Competition Agreement of Intercompany Note Exhibit Q Form Kennedy Schedule 12.2 Xxxxxxtion of Receivables Purchase Agreement Exhibit R Form Price Schedule 13.1 Hiring of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Employees ASSET PURCHASE AGREEMENT This CREDIT THIS ASSET PURCHASE AGREEMENT (this “"Agreement”"), dated as made and entered into this 30th day of July 6March, 20071998, is by and among NOVELIS INC.Marketing Information Systems, Inc., an Illinois corporation ("MIS"), MSM Systems Europe B.V., 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a Dutch limited liability company incorporated under the laws and a wholly-owned subsidiary of England and Wales with registered number 00279596 MIS (the “U.K. Borrower”)"Subsidiary", and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian BorrowerMIS, "Seller"), Information Management Associates, Inc., a Connecticut corporation ("Buyer"), John B. Kennedy ("Kennedy"), Xxxxxx Xxxxxxxs Fxxx XX, L.P. ("EVF II") and Edison Ventures Fund II-PA, L.P. ("EVF II-PA" and, together with Kennedy and EVF II, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”"Sharxxxxxxxs"), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).;

Schedules. Schedule 1.01(a1.1 – List of Key Employees Schedule 2.1(a) Refinancing Indebtedness – Seller IP Schedule 2.1(b) – Equipment and Equipment Embodiments and Documentation Schedule 2.1(c) – Transferred Contracts Schedule 2.1(d) – Employee Assets Schedule 2.1(e) – Domain Names Schedule 2.3 – Excluded Assets Schedule 2.7(b) – Purchase Price Allocation Methodology Schedule 3.2 – Capitalization Schedule 3.5 – Exception to Be Repaid Transferred Assets Schedule 1.01(b3.6(i)– Exception to Sufficiency of Assets Schedule 3.8(a)(i) Subsidiary Guarantors – Seller Agreements Schedule 1.01(c3.8(a)(ii) Applicable Jurisdiction Requirements – Third Party Contracts Schedule 1.01(d3.8(a)(iii) Specified Account Debtors – Third Party Licenses Schedule 1.01(e3.8(b) Excluded Collateral Subsidiaries - Real Property Leases Schedule 1.01(f3.8(d)(i) Immaterial Subsidiaries and (ii) – Outstanding Training, Warranty, Maintenance, Service, Support or Marketing Obligations Schedule 1.01(g3.8(e) Specified Holders - Schedule 1.01(h3.8(f)(i),(ii) Participating Specified Foreign Currency Lenders and (iv) Schedule 1.01(i3.9(i) Agent’s Account – All required governmental approvals Schedule 2.18 Existing Letters 3.9(ii) – All Required Consents Schedule 3.11(a) – Intellectual Property Schedule 3.11(b)(i), (ii) and (iii) – Access to source code and non-disclosure agreements Schedule 3.11(c) – Licenses Schedule 3.11(d) Schedule 3.11(e) – Third Party Misappropriations Schedule 3.11(f)(i) and (ii) – Open Source Software Incorporations and Distributions Schedule 3.11(g)(i) – List of Credit Seller Software Specifications Schedule 2.20 Canadian Lenders 3.11(g)(ii) – Bugs and Nonconformities Schedule 2.21 Lenders to Swiss Borrower 3.11(g)(iii) – 2008 and 2009 Reported Incidents Schedule 3.06(c3.11(g)(iv) Violations or Proceedings – 2008 and 2009 Bug Fixes and Updates Schedule 3.17 Pension 3.11(i) – Third Party IP Schedule 3.11(j) – Seller Tools Schedule 3.11(l) Schedule 3.15(a) – Unaudited Statements Schedule 3.15(b) - Projections Schedule 3.15(c) – Financial Statements Schedule 3.16 – Liabilities Schedule 3.18 – Designated Employees Schedule 3.19 – Employee Benefit Matters Schedule 3.19 3.20 – Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS 3.27 – Affiliate Transactions Exhibits Exhibit A Form of Administrative Questionnaire – Registration Rights Agreement Exhibit B Form of Assignment and Assumption – Stock Escrow Agreement Exhibit C Form of Borrowing Request – Non-Competition, Non-Solicitation and Non-Disclosure Agreement Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).– Investment Representation Letter

Schedules. Schedule 1.01(a1.1 Permitted Liens Schedule 2.3(a) Refinancing Indebtedness Net Working Capital Principles Schedule 2.3(e)(ii) Proportions Schedule 3.2(f) Resignations Schedule 3.2(i) Required Consents Schedule 4.1 Organization and Standing Schedule 4.2(b) Company Stockholders Schedule 4.2(c) Company Optionholders Schedule 4.4(a)(ii) No Conflict; Required Filings and Consents Schedule 4.4(b) No Conflict; Required Filings and Consents Schedule 4.5(a) Financial Statements Schedule 4.5(b) Interim Financial Statements (GAAP Exceptions) Schedule 4.5(d) Financial Institutions Schedule 4.5(e) Accounts Receivable Schedule 4.5(g) Company Debt Schedule 4.6 Taxes Schedule 4.8(b) Leased Real Property Schedule 4.9 Compliance with Laws Schedule 4.11(a) Employee Plans Schedule 4.11(b) Exceptions to Be Repaid Employee Plans Schedule 1.01(b4.11(i) Subsidiary Guarantors Accelerated Payments Schedule 1.01(c4.11(j) Applicable Jurisdiction Requirements Section 280G Schedule 1.01(d4.12(a) Specified Account Debtors Material Contracts Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or 4.13 Legal Proceedings Schedule 3.17 Pension 4.14(a) Intellectual Property Schedule 4.14(b) Title to Intellectual Property Schedule 4.14(c) Intellectual Property - Exclusive Licenses Schedule 4.14(e) Intellectual Property Infringement Schedule 4.14(f) Infringement on Company-Owned Intellectual Property Schedule 4.14(i) Forms Schedule 4.14(l) Open Source Software Schedule 4.14(m) Company Source Code Schedule 4.15 Insurance Schedule 4.16(b) Current Employees Schedule 4.16(c) Independent Contractors Schedule 4.16(d) Employee Actions Schedule 4.17 Environmental Matters Schedule 3.19 Insurance 4.18 Conduct of Business in Ordinary Course Schedule 3.21 Acquisition Documents 4.19(a)(i) Material Customers Schedule 4.19(a)(ii) Material Customers Schedule 4.19(b)(i) Material Suppliers Schedule 4.19(b)(ii) Material Suppliers Schedule 4.21 Certain Transactions and Material Debt Instruments Agreements Schedule 3.24 Location 7.1 Interim Operations of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS the Company Exhibits Exhibit A Form of Administrative Questionnaire Stockholders Exhibit B Form of Assignment and Assumption Optionholders Exhibit C Form of Borrowing Request Escrow Agreement Exhibit D Form of Compliance Certificate Holdback Agreement Exhibit E Form of Interest Election Request Key Employees Exhibit F Form of Joinder Agreement R&W Insurance Policy Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Seller Press Release STOCK PURCHASE AGREEMENT This CREDIT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is dated as of July 630, 20072018 (the “Effective Date”), is by and among NOVELIS INC.Blue Microphones Holding Corporation, a Delaware corporation (the “Company”), Riverside Micro‑Cap Fund II, L.P., a Delaware limited partnership (“Riverside”), in its capacity as a stockholder of the Company and as the Seller Representative, the other stockholders of the Company listed on Exhibit A attached hereto (collectively with Riverside, the “Stockholders”), the holders of Options listed on Exhibit B attached hereto (the “Optionholders” and, collectively with the Stockholders, the “Sellers”), Logitech Europe S.A., 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) duly organized under the laws of the Canton of Vaud, Switzerland (the “Swiss Borrower” Buyer”) and, together with the Canadian Borrowerfor purposes of Section 10.11 only, the U.S. BorrowersLogitech Inc., and the U.K. Borrower, the a California corporation (“BorrowersLogitech US”). Unless the context otherwise requires, AV ALUMINUM INC., a corporation formed under terms used in this Agreement that are capitalized and not otherwise defined in context have 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 meanings set forth or cross‑referenced in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (I or elsewhere in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCthis Agreement., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.01(e)(i) Refinancing Indebtedness to Be Repaid Personal Property Schedule 1.01(b1.01(e)(ii) Subsidiary Guarantors Contracts Schedule 1.01(c1.01(e)(vii) Applicable Jurisdiction Requirements Intellectual Property Schedule 1.01(d1.01(e)(x) Specified Account Debtors Disputed Claims Schedule 1.01(e1.01(e)(xi) Prepayments Schedule 1.02(i) Leased Real Property Schedule 1.02(ii) Owned Real Property Schedule 1.03(a) Excluded Collateral Subsidiaries Assets Schedule 1.01(f1.03(c) Immaterial Subsidiaries Excluded Liabilities Schedule 1.01(g1.04(a)(ii) Specified Holders Purchase Commitments Schedule 1.01(h1.04(a)(vii) Participating Specified Foreign Currency Lenders Deferred Compensation Agreements Schedule 1.01(i1.04(a)(ix) Agent’s Account Other Seller and CCD Liabilities Schedule 2.18 Existing Letters 1.06 Allocation of Credit Purchase Price Schedule 2.20 Canadian Lenders 2.01(c) Violations, Consents Schedule 2.21 Lenders 2.01(e) Insurance Schedule 2.01(g) Tax Bills Schedule 2.01(h)(i) Liens to Swiss Borrower be Removed - Owned Real Property Schedule 3.06(c2.01(h)(ii) Violations or Proceedings Liens to be Removed - Leased Real Property Schedule 3.17 Pension 2.01(h)(iii) Liens to be Removed - New York Apartment Property Schedule 2.01(h)(vii) Tax Reassessments Schedule 2.01(i)(i) Environmental Reports Schedule 2.01(i)(ii) Environmental Matters Schedule 3.19 Insurance 2.01(i)(iii)(B) Storage Tanks Schedule 3.21 Acquisition Documents 2.01(i)(iii)(C) Transformers Schedule 2.01(j) Employee Benefit Plans Schedule 2.01(k) Consents and Material Debt Instruments Approvals Schedule 3.24 Location of Material Inventory 2.01(l) Leased Personal Property Schedule 4.01(g2.01(m) Local Contracts Schedule 2.01(n) Licenses and Foreign Counsel Permits Schedule 4.01(l2.01(o)(vi) Sources Health and Uses Safety Matters Schedule 4.01(o)(iii2.01(o)(vii) Title Insurance Amounts Employee Threshold Number Schedule 5.11(b2.01(p) Certain Subsidiaries Product Warranties Schedule 5.16 Post-Closing Covenants 2.01(s) Related Party Transactions Schedule 6.01(b2.01(t) Existing Indebtedness CCD Stock Matters Schedule 6.02(c2.01(v) Existing Accounts Receivable Schedule 2.01(w) Permitted Liens Schedule 6.04(b4.01(a) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT Transferred Employees (Schedules to this “Agreement”)agreement have been omitted; the Registrant agrees to furnish supplementally to the Commission, dated as of July 6, 2007, is among NOVELIS INC.upon request, a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”copy of these schedules.), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral 1.01A -- Certain Subsidiaries Schedule 1.01(f) 1.01B -- Sustainability Table Schedule 1.01C -- Adjusted EBITDA Schedule 1.01D -- Immaterial Subsidiaries Schedule 1.01(g) Specified Holders 1.01E -- Subsidiary Loan Parties Schedule 1.01(h) Participating Specified Foreign Currency Lenders 1.01F -- Unrestricted Subsidiaries Schedule 1.01(i) Agent’s Account 2.01A -- Commitments Schedule 2.18 2.01B -- Letter of Credit Commitments Schedule 2.06 -- Existing Letters of Credit Schedule 2.20 Canadian Lenders 3.01 -- Organization and Good Standing Schedule 2.21 Lenders to Swiss Borrower 3.04 -- Governmental Approvals Schedule 3.06(c3.08(a) Violations or Proceedings -- Subsidiaries Schedule 3.17 Pension 3.08(b) -- Subscriptions Schedule 3.09(a) -- Litigation Schedule 3.09(b) -- Compliance with Laws Schedule 3.13 -- Taxes Schedule 3.16 -- Environmental Matters Schedule 3.19 3.20 -- Labor Matters Schedule 3.21 -- Intellectual Property Schedule 3.23 -- Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments 5.10(h) -- Certain Collateral Matters Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing 6.01 -- Indebtedness Schedule 6.02(c6.02(a) Existing -- Liens Schedule 6.04(b) Existing 6.04 -- Investments Schedule 9.01(b) Cash Management EXHIBITS 6.07 -- Transactions with Affiliates EXHIBITS: Exhibit A Form of Administrative Questionnaire Exhibit B -- Form of Assignment and Assumption Exhibit B -- Form of Intercompany Subordination Terms Exhibit C -- Form of Increasing Lender Supplement Exhibit D -- Form of Augmenting Lender Supplement Exhibit E -- List of Closing Documents Exhibit F-1 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) Exhibit F-2 -- Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit F-3 -- Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit F-4 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) Exhibit G-1 -- Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E G-2 -- Form of Interest Election Request Exhibit F G-3 -- Form of Joinder Agreement Swingline Borrowing Request Exhibit G H -- Form of Landlord Access Agreement Note Exhibit H I -- Form of LC Request Notice of Loan Prepayment Exhibit I J -- Form of Lender Addendum Secured Party Designation Notice Exhibit J K -- Form of Mortgage Compliance Certificate Exhibit K-1 L -- Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Pricing Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), ) dated as of July 6March 25, 20072022 among SPROUTS FARMERS MARKET, is among NOVELIS INC.. (f/k/a Sprouts Farmers Markets, LLC), a Delaware corporation formed under the Canada Business Corporations Act (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, the LENDERS from time to time party hereto and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), Issuing Bank and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”)Swingline Lender.

Schedules. Schedule 1.01(a1 Sellers Schedule EO Earn-Outs Schedule KP Key Personnel Schedule Knowledge Knowledge Persons Schedule PAE Prior Acquisition Entities Schedule RC Restricted Cash Schedule SC Surplus Cash Schedule 2.2 Sellers, Percentages, Etc. Schedule 3.1(a) Refinancing Indebtedness to Be Repaid Company Qualifications, Etc. Schedule 1.01(b3.1(b) Subsidiary Guarantors Qualifications, Etc. Schedule 1.01(c3.3 Title Schedule 3.4(a) Applicable Jurisdiction Requirements Capitalization Schedule 1.01(d3.4(b) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Capitalization: Subsidiaries Schedule 1.01(f3.4(d) Immaterial Subsidiaries Capital Accounts Schedule 1.01(g3.6 Non-Contravention Schedule 3.7 Permits Schedule 3.8 Compliance with Laws Schedule 3.9 Title; Permitted Liens Schedule 3.10 Personal Property Schedule 3.11 Accounts Receivable Schedule 3.12(a)(i) Specified Holders Intellectual Property Schedule 1.01(h3.12(a)(ii) Participating Specified Foreign Currency Lenders IP Licenses Schedule 1.01(i3.12(b) Agent’s Account IP; Ownership Schedule 2.18 Existing Letters 3.12(h) IP; Software Schedule 3.12(i) IP; Trade Secrets Schedule 3.12(j) IP; Form Contracts Schedule 3.12(n) IP; Open Source Software Schedule 3.13(a) Contracts Schedule 3.13(c) Contracts – Termination, Etc. Schedule 3.14 Litigation Schedule 3.15 Financials - Prior Acq. Entities Schedule 3.15(a) Financial Statements - Company Schedule 3.15(b) GAAP Exceptions Schedule 3.16 Liabilities Schedule 3.17(a) Tax Matters - Company Schedule 3.17(d) Tax Payments - Company Schedule 3.17(f) Tax Matters - Consolidated Schedule 3.17(g) Tax Sharing Agmnts - Company Schedule 3.17(l) Tax Notices Schedule 3.17(p) Tax; Accounting Method Schedule 3.17(t) Tax; Unpaid Taxes Schedule 3.17(u) Tax; Open Transaction Schedule 3.19(a) Employee Benefit Plans Schedule 3.19(b) Control Group Schedule 3.19(c) Compliance Schedule 3.19(h) Accelerated Compensation Schedule 3.19(i) Benefit Plans – Continuation Schedule 3.19(j) 490A Benefit Plans Schedule 3.20(a) Insurance Schedule 3.20(b) Insurance Claims Schedule 3.21 Environmental Schedule 3.22(a) Leased Property Schedule 3.22(b) Leased Improvements Schedule 3.23 Obligations to Sell Schedule 3.24 Transactions with Certain Persons Schedule 3.26 Affiliates Schedule 3.27(a) Employees Schedule 3.27(b) Contractors Schedule 3.28 Organizational Conflicts of Interest Schedule 3.29 Government Audits Schedule 3.30 Labor Relations Schedule 3.32 Brokers Schedule 3.33(a)(i) Government Contracts Schedule 3.33(a)(ii) Project Charge Codes Schedule 3.33(a)(iii) Government Bids Schedule 3.33(a)(iv) Government Contracts - Uncompleted Schedule 3.33(b) Government Contracts – Defaults Schedule 3.33(c) Gov’t Contracts - Noncompliance Schedule 3.33(d) Government Contracts – Breach Schedule 3.33(f) Government Contracts – Terminated Schedule 3.33(g) Government Contracts – Claims Schedule 3.33(j) Government Audits Schedule 3.33(k) Voluntary Disclosure Schedule 3.33(o) Material Claims Schedule 3.33(q) Cost Overruns Schedule 3.33(r) Government Contracts - Assignments Schedule 3.33(s) Gov’t Contracts - Outstanding Costs Schedule 3.33(t) Furnished Personal Property, Etc. Schedule 3.33(v) Failed Security Clearances Schedule 3.34 Violations of import/export laws Schedule 3.35 Bank Accounts Schedule 3.36 Suppliers and Customers Schedule 3.37 Subsequent Events Schedule 3.38 Backlog Schedule 3.39 Extensions of Credit Schedule 2.20 Canadian Lenders 4.6 Xxxxxxxxx Holdings, Inc. Equity Schedule 2.21 Lenders to Swiss Borrower 7.4 Company Required Consents Schedule 3.06(c8.4 Purchaser/Parent Required Consents Schedule 11.1(d) Violations or Proceedings Examples Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g12.9(b) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Retention Agreements EQUITY PURCHASE AGREEMENT This CREDIT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated ) is entered into as of July 6the 20th day of June, 2007, is by and among NOVELIS INC.SRA International, Inc., a Delaware corporation formed under (“Parent”), Systems Research and Applications Corporation, a Virginia corporation (“Purchaser”), Constella Group, LLC, a North Carolina limited liability company (“Company”), those Persons listed on Schedule 1 hereto (each a “Seller” and collectively, “Sellers”), Xx. Xxxxxx X. Holzworth, who controls one of the Canada Business Corporations Act Sellers, as a representative of all of the Sellers (the “Canadian BorrowerSeller Representative”), NOVELIS CORPORATIONXx. Xxxxxx X. Holzworth, a Texas corporationindividually, Xxxxxx X. Xxxxxxxxx Irrevocable Trust dated December 31, 1999 between Xxxxxx X. Xxxxxxxxx as grantor and the other U.S. subsidiaries of the Canadian Borrower signatory hereto Xxxxxxx X. Xxxxxxxxx as borrowers trustee (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersTrust”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England Xxxxxxx X. Xxxxxxxxx and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INCXxxxx Xxxxxxx Xxxxxxxxx., 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid 1.1 Stock Options Schedule 1.01(b) Subsidiary Guarantors 3.7 Warrants Schedule 1.01(c) Applicable Jurisdiction Requirements 4.1 Foreign Jurisdictions of the Company Schedule 1.01(d) Specified Account Debtors 4.5 Registration Rights Schedule 1.01(e) Excluded Collateral 4.6 Subsidiaries Schedule 1.01(f4.7 Violations Schedule 4.9(a) Immaterial Subsidiaries Financial Statements Schedule 1.01(g4.9(b) Specified Holders Liabilities Schedule 1.01(h4.10(a) Participating Specified Foreign Currency Lenders Absence of Certain Changes since December 31, 2000 Schedule 1.01(i4.10(b) Agent’s Account Absence of Certain Changes since June 30, 2001 Schedule 2.18 Existing Letters 4.11(a) Personal Property Leases Schedule 4.11(b) Contracts Schedule 4.11(c) Breaches of Credit Contracts Schedule 2.20 Canadian Lenders 4.12(a) Intellectual Property Schedule 2.21 Lenders to Swiss Borrower 4.12(b) Proprietary Software Schedule 3.06(c4.12(c) License Agreements Schedule 4.12(d) Violations or Proceedings of Intellectual Property Schedule 3.17 Pension 4.12(e) Trademark Policing Schedule 4.12(f) Intellectual Property Agreements Schedule 4.15 Taxes Schedule 4.16 Insurance Schedule 4.17(a) Employee Plans Schedule 4.17(e) Accelerated Benefits Schedule 4.19 Labor Matters Schedule 3.19 Insurance 4.21 Personal Property Schedule 3.21 4.22(b) Real Property Leases Schedule 4.23 Customers Schedule 4.24 Accounts Receivables Schedule 4.26 Finders' or Advisors' Fees Schedule 4.27 Related Parties Transactions Schedule 6.1 Foreign Jurisdictions of the Purchaser and Acquisition Documents and Material Debt Instruments Sub Schedule 3.24 Location of Material Inventory 10.8(a) Employees Subject to Employment Agreements Schedule 4.01(g10.8(b) Local and Foreign Counsel Employees Subject to Offer Letters Schedule 4.01(l12.1(a) Sources and Uses Company Indemnification Schedule 4.01(o)(iii14.7(a) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Indemnification Agreements EXHIBITS Exhibit A Form of Administrative Questionnaire Deferred Payables Exhibit B Form of Assignment and Assumption Purchaser Warrant Exhibit C Form of Borrowing Request Employment Agreements Exhibit D Form of Compliance Certificate Offer Letters Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Voting Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AND PLAN OF MERGER THIS AGREEMENT (this “Agreement”)AND PLAN OF MERGER, dated as of July 623, 20072001, is made and entered into among NOVELIS SCREAMINGMEDIA INC., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”"Purchaser"), NOVELIS CORPORATIONSCRM MERGER CORP., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock Delaware corporation (AG"Acquisition Sub") organized under the laws of Switzerland (the “Swiss Borrower” andand STOCKPOINT, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INC., a Delaware 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Company").

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid [Intentionally Omitted] Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Products Schedule 1.01(d) Specified Account Debtors [Intentionally Omitted] Schedule 1.01(e) Excluded Collateral Subsidiaries Direct Competitors Schedule 1.01(f) Immaterial Subsidiaries Freight Forwarders Schedule 1.01(g) Specified Holders [Intentionally Omitted] Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Eligible Multinational Account Debtors Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders 2.22(b) Accounts and Lockboxes Schedule 2.21 Lenders 2.22(c) Accounts Covered by Control Agreements Schedule 3.02 Equity Interests, Ownership and Jurisdictions Schedule 3.09 Real Estate Assets Schedule 3.10 Environmental Matters Schedule 3.12(a) Material Contracts Schedule 3.12(b) Exceptions to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Material Contracts Being in Full Force; Material Defaults under Material Contracts Schedule 3.17 Pension Matters Certain Fees Schedule 3.19 3.24 Deposit Accounts and Securities Accounts Schedule 3.25 Mortgage Recording Offices Schedule 3.29 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 3.30 Location of Material Inventory Schedule 4.01(g4.01(h) Local and Foreign Counsel Schedule 4.01(l4.01(o)(vi) Sources and Uses Landlord Access Agreements Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 5.14 Post-Closing Covenants Matters Schedule 6.01(b6.01(i) Existing Certain Indebtedness Schedule 6.02(c6.01(q) Existing Certain Letters of Credit Schedule 6.02(l) Certain Liens Schedule 6.04(b6.03 Certain Negative Pledges Schedule 6.05 Certain Restrictions on Subsidiary Distributions Schedule 6.06(i) Existing Certain Investments as of the Closing Date Schedule 9.01(b) Cash Management 6.08 Certain Asset Sales Schedule 6.11 Certain Affiliate Transactions EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement M [Intentionally Omitted] Exhibit N Form of Opinion of Company Counsel [Intentionally Omitted] Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note [Intentionally Omitted] Exhibit Q Form of Receivables Purchase Agreement Non-Bank Certificate Exhibit R [Intentionally Omitted] Exhibit S Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter T UK Borrower Terms and Conditions AMENDED AND RESTATED CREDIT AGREEMENT This CREDIT AMENDED AND RESTATED REVOLVING SYNDICATED FACILITY AGREEMENT (this “Agreement”), ) dated as of July 6April 1, 20072015, is among NOVELIS INC.TRONOX INCORPORATED, a Delaware corporation formed under the Canada Business Corporations Act and certain of its Subsidiaries party hereto, as U.S. Borrowers and Guarantors (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTDTRONOX LIMITED (ACN 153 348 111), an Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”) and certain of its Subsidiaries party hereto, as Australian Borrowers and Guarantors (collectively, the “Initial Australian Borrowers”), TRONOX PIGMENTS (HOLLAND) B.V., a Netherlands private limited liability company incorporated under the laws and certain of England its Affiliates party hereto, as Dutch Borrowers and Wales with registered number 00279596 Guarantors (collectively, the “U.K. BorrowerInitial Dutch Borrowers”), ; and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the Initial U.S. Borrowers, Borrowers and the U.K. BorrowerInitial Australian Borrowers and any Additional Co-Borrowers who become party hereto, collectively, the “Borrowers” and each, a “Borrower”), 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 Article I), the Lenders, ABN AMRO BANK N.V.UBS AG, STAMFORD BRANCH, as U.S./European issuing bank (in such capacity, the “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, the “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties and the Issuing BankBank and UBS AG, LASALLE BUSINESS CREDITSTAMFORD BRANCH, LLC as funding agent Australian security trustee (in such capacity, the “Australian Security Trustee”), UBS SECURITIES LLC, as bookmanager and lead arranger (in such capacity, “Funding AgentArranger”) for the Secured Parties ), XXXXXXX XXXXX BANK USA and the Issuing Bank, UBS SECURITIES LLC, ROYAL BANK OF CANADA as co-syndication agent agents (in such capacity, the “Syndication Agent”)) and CREDIT SUISSE AG, BANK OF AMERICACAYMAN ISLANDS BRANCH and XXXXX FARGO BANK, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., N.A. as co-documentation agents (in such capacity, the “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Sellers’ Knowledge Persons Schedule 1.01(b1.1(b) Subsidiary Guarantors Miscellaneous Real Property Assets Schedule 1.01(c2.1(b) Applicable Jurisdiction Requirements Equipment Schedule 1.01(d2.1(g) Specified Account Debtors Transferred Permits Schedule 1.01(e2.1(l) Claims and Causes of Action Schedule 2.1(m) Acquired Actions Schedule 2.1(r) Equity Interests Acquired Schedule 2.1(s) Other Acquired Assets Schedule 2.2(a) Certain Excluded Assets Schedule 2.2(d) Excluded Collateral Subsidiaries Capital Stock and Equity Schedule 1.01(f2.2(o) Immaterial Subsidiaries Financial Assurances Schedule 1.01(g2.3(e) Specified Holders Employee Liabilities Schedule 1.01(h2.3(m) Participating Specified Foreign Currency Lenders Assumed Reclamation Liabilities Schedule 1.01(i2.5(a) Agent’s Account Available Contracts Schedule 2.18 Existing Letters 5.2 Required Consents Schedule 5.3 Conflicts Schedule 5.4(a)(i) Owned Real Property Schedule 5.4(a)(ii) Options and Rights of Credit First Refusal Schedule 2.20 Canadian Lenders 5.4(b) Lessor Leases Schedule 2.21 Lenders to Swiss Borrower 5.4(c) Leases (for Leased Real Property) Schedule 3.06(c5.5 Environmental Matters Schedule 5.5(i) Violations Assumed Liabilities - Environmental Schedule 5.5(k) Underground Storage Tanks and Related Matters Schedule 5.7(a) Taxes Schedule 5.7(b) Tax Deficiencies Schedule 5.7(c) Tax Incentive Defaults Schedule 5.7(d) Withholding Taxes Schedule 5.7(e) Tax Allocation or Sharing Agreements Schedule 5.8 Legal Proceedings Schedule 3.17 Pension 5.9(a) Permits Schedule 5.9(b) Compliance with Legal Requirements, Orders and Permits Schedule 5.9(c) Adverse Environmental Actions Schedule 5.10(a) Collective Bargaining Agreements and Other Contracts Schedule 5.10(b) Labor Matters Schedule 3.19 5.10(c) WARN Act and Other Proceedings Schedule 5.11(a) Title IV Plans Schedule 5.11(d) Termination of Title IV Plans Schedule 5.11(i) Welfare Plans Schedule 5.11(j) Payments Becoming Due Schedule 5.12(a) Patents, Trademarks and Copyrights Schedule 5.12(b) Claims Relating to Intellectual Property Rights Schedule 5.13(i) Material Contracts Schedule 5.13(ii) Effectiveness of Material Contracts Schedule 5.13(iii) Breaches and Defaults Schedule 5.14 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments 5.16 Affiliate Interests Schedule 3.24 Location of Material Inventory 5.17 Bank Accounts Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b5.20(b) Certain Subsidiaries Changes Schedule 5.16 Post-5.23 MSHA; OSHA Schedule 6.2 Buyer Consents Schedule 7.2 Operations Prior to Closing Covenants Schedule 6.01(b8.5(c) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Buyer Benefit Plans EXHIBITS Exhibit A Form of Administrative Questionnaire Bidding Procedures Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Bidding Procedures Order ASSET PURCHASE AGREEMENT This CREDIT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 6November 5, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act 2015 (the “Canadian BorrowerExecution Date”), NOVELIS CORPORATION, a Texas corporation, is made and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTDentered into by and among Coal Acquisition LLC, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland the State of Delaware (“Buyer”), Xxxxxx Energy, Inc., a Delaware corporation (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative AgentCompany”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers the Additional Sellers (in such capacitiestogether with the Company, “ArrangersSellers” and each entity individually a “Seller”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article 1.

Schedules. Schedule 1.01(a1.1(A) Refinancing Indebtedness to Be Repaid - Encumbrances Schedule 1.01(b1.1(B) Subsidiary Guarantors - Pro Forma Working Capital Schedule 1.01(c2.2(j) Applicable Jurisdiction Requirements - Excluded Assets Schedule 1.01(d2.4(a)(viii) Specified Account Debtors - Allocation of Certain Liabilities Schedule 1.01(e2.4(b)(xv) Excluded Collateral - Prior Acquisition Liabilities Schedule 2.5 - Allocation Methodology Schedule 2.7(a)(ix) - Consents and Governmental Authorizations Schedule 3.1(a) - Organization and Good Standing Schedule 3.1(b) - Subsidiaries Schedule 1.01(f3.2(c) Immaterial Subsidiaries - Notice and Consent Schedule 1.01(g3.3 - Ownership of Seller Schedule 3.6 - Sufficiency of Assets Schedule 3.8 - Leased Real Property Schedule 3.10(b) Specified Holders - Tangible Personal Property Possession Schedule 1.01(h3.11 - Accounts Receivable Schedule 3.16(a) Participating Specified Foreign Currency Lenders - Employee Benefits - Company Benefit Plans Schedule 1.01(i3.16(b) Agent’s Account - ERISA Schedule 2.18 Existing Letters of Credit 3.16(c) - COBRA Schedule 2.20 Canadian Lenders 3.17(a) - Compliance with Laws Schedule 2.21 Lenders to Swiss Borrower 3.17(b) - Compliance with Governmental Authorizations Schedule 3.06(c) Violations or 3.18 - Legal Proceedings Schedule 3.17 Pension 3.19 - Absence of Certain Changes and Events Schedule 3.20(a) - Contracts Schedule 3.20(b) - Related Person or Seller Schedule 3.21 - Insurance Schedule 3.22 - Environmental Matters Schedule 3.19 Insurance 3.22(g) - Environmental Reports Schedule 3.21 Acquisition Documents 3.23 - Occupational Safety and Material Debt Instruments Health Matters Schedule 3.24 Location 3.24(a) - Employees Schedule 3.24(b) - Employees at Will Schedule 3.24(c) - Contracts with Current Employees Schedule 3.26(a) - Intellectual Property Schedule 3.26(d) - Computer Software Program Schedule 3.29 - Customers and Suppliers Schedule 3.30 - Relationships with Related Persons Schedule 3.31 - Brokers or Finders Schedule 3.32 - Warranties Schedule 7.1(a) - Termination of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Employees ASSET PURCHASE AND CONTRIBUTION AGREEMENT This CREDIT AGREEMENT Asset Purchase and Contribution Agreement (this “Agreement”), dated as of July 6November 30, 20072017, is made by and among NOVELIS INC.FF US Acquisition Corp., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerBuyer”), NOVELIS CORPORATIONFF US Holding Corp., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Delaware corporation (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersBuyer Parent”), NOVELIS UK LTDFlagship, Inc., d/b/a limited liability company incorporated under the laws of England and Wales with registered number 00279596 Tuscany, an Indiana corporation (the “U.K. BorrowerSeller”), Xxxxxxx Xxxxxx (“Xx. Xxxxxx”), and NOVELIS AG, a stock corporation Xxxx Xxxxxxxxxxx (AG) organized under the laws of Switzerland (the “Swiss BorrowerXx. Xxxxxxxxxxx” and, and together with the Canadian Borrower, the U.S. Borrowers, and the U.K. BorrowerXx. Xxxxxx, the “BorrowersOwners”). Each of the Owners, AV ALUMINUM INCBuyer and Seller are sometimes individually referred to herein as a “Party” and collectively as the “Parties”., 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid [Intentionally Omitted] Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Products Schedule 1.01(d) Specified [Intentionally Omitted] Schedule 1.01(e) Direct Competitors Schedule 1.01(f) Freight Forwarders Schedule 1.01(g) Transaction Summary Schedule 1.01(h) Eligible Multinational Account Debtors Schedule 1.01(e2.22(b) Excluded Collateral Subsidiaries Accounts and Lockboxes Schedule 1.01(f2.22(c) Immaterial Subsidiaries Accounts Covered by Control Agreements Schedule 1.01(g3.02 Equity Interests, Ownership and Jurisdictions Schedule 3.09 Real Estate Assets Schedule 3.10 Environmental Matters Schedule 3.12(a) Specified Holders Material Contracts Schedule 1.01(h3.12(b) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders Exceptions to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Material Contracts Being in Full Force; Material Defaults under Material Contracts Schedule 3.17 Pension Matters Certain Fees Schedule 3.19 3.24 Deposit Accounts and Securities Accounts Schedule 3.25 Mortgage Recording Offices Schedule 3.29 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 3.30 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l4.01(n)(vi) Sources and Uses Landlord Access Agreements Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 5.14 Post-Closing Covenants Matters Schedule 6.01(b6.01(i) Existing Certain Indebtedness Schedule 6.02(c6.01(q) Existing Certain Letters of Credit Schedule 6.02(l) Certain Liens Schedule 6.04(b6.03 Certain Negative Pledges Schedule 6.05 Certain Restrictions on Subsidiary Distributions Schedule 6.06(i) Existing Certain Investments as of the Closing Date Schedule 9.01(b) Cash Management 6.08 Certain Asset Sales Schedule 6.11 Certain Affiliate Transactions Schedule 6.19 Post-Reorganization Loan Parties EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Australian General Security Agreement Deed Exhibit M-3 Form of U.K. Australian Specific Security Agreement Deed Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement U.K. Debenture Exhibit N Form of Opinion of Company Counsel [Intentionally Omitted] Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Non-Bank Certificate Exhibit R Form of Intercreditor Agreement Exhibit R S Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter T UK Borrower Terms and Conditions CREDIT AGREEMENT This CREDIT REVOLVING SYNDICATED FACILITY AGREEMENT (this “Agreement”), ) dated as of July 6June 18, 20072012, is among NOVELIS INC.TRONOX INCORPORATED, a Delaware corporation formed under the Canada Business Corporations Act and certain of its Subsidiaries party hereto, as U.S. Borrowers and Guarantors (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTDTRONOX LIMITED (ACN 153 348 111), a an Australian public limited liability company incorporated under in the laws Commonwealth of England Australia (“Holdings”) and Wales with registered number 00279596 certain of its Subsidiaries party hereto, as Australian Borrowers and Guarantors (collectively, the “U.K. BorrowerInitial Australian Borrowers”), ; and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian BorrowerInitial U.S. Borrowers and any Additional Co-Borrowers who become party hereto, the U.S. Borrowers, and the U.K. Borrowercollectively, the “Borrowers” and each, a “Borrower”), 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 Article I), the Lenders, ABN AMRO BANK N.V.UBS SECURITIES LLC, as U.S./European issuing bank lead arranger (in such capacity, “U.S./European Issuing BankArranger”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank documentation agent (in such capacity, the “Canadian Issuing BankDocumentation Agent”) and as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V.UBS LOAN FINANCE LLC, as swingline lender (in such capacity, the “U.S. Swingline Lender”), ABN AMRO BANK N.V.UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, the “Issuing Bank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties and the Issuing BankBank and UBS AG, LASALLE BUSINESS CREDITSTAMFORD BRANCH, LLC as funding agent Australian security trustee (in such capacity, the “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersAustralian Security Trustee”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Account Designation Letter Schedule 1.01(b1.1(b) Subsidiary Guarantors Investments Schedule 1.01(c1.1(c) Applicable Jurisdiction Requirements Liens Schedule 1.01(d1.1(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders 1.1(e) Mortgaged Properties Schedule 2.21 Lenders to Swiss Borrower 1.1(f) Litigation Schedule 3.06(c1.1(g) Violations or Proceedings Discontinued Operations Schedule 3.17 Pension 1.1(h) Form of Bank Product Provider Notice Schedule 2.1(b)(i) Form of Notice of Borrowing Schedule 2.1(e) Form of Revolving Note Schedule 2.3(d) Form of Swingline Note Schedule 2.4(a) Form of Funding Indemnity Letter Schedule 2.4(d) Form of Term Loan Note Schedule 2.11 Form of Notice of Conversion/Extension Schedule 3.12 Subsidiaries Schedule 3.16 Intellectual Property Schedule 3.19(a) Location of Real Property Schedule 3.19(b) Location of Collateral Schedule 3.19(c) Chief Executive Offices; Jurisdictions of Organization and Qualification Schedule 3.22 Labor Matters Schedule 3.19 3.24 Material Contracts Schedule 3.25 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments 4.1(b) Form of Secretary’s Certificate Schedule 3.24 Location 4.1(f) Form of Material Inventory Solvency Certificate Schedule 4.01(g4.1(r) Local and Foreign Counsel Form of Patriot Act Certificate Schedule 4.01(l5.2(b) Sources and Uses Form of Officer’s Compliance Certificate Schedule 4.01(o)(iii5.10 Form of Joinder Agreement Schedule 6.1(b) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c6.12 Sale Leasebacks Schedule 9.6(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter THIRD AMENDED AND RESTATED CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of July 6May 30, 20072014, is among NOVELIS GENCORP INC., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries each of those Material Domestic Subsidiaries of the Canadian Borrower signatory identified as a “Guarantor” on the signature pages hereto and such other Material Domestic Subsidiaries of the Borrower as borrowers may from time to time become a party hereto (each, an “Initial U.S. Borrower” and, collectively, collectively the “Initial U.S. BorrowersGuarantors” and individually a “Guarantor”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England several banks and Wales with registered number 00279596 other financial institutions from time to time parties to this Credit Agreement (collectively the “U.K. BorrowerLenders” and individually a “Lender”), and NOVELIS AGXXXXX FARGO BANK, NATIONAL ASSOCIATION, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V.national banking association, as U.S./European issuing bank administrative agent for the Lenders hereunder (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, the “Administrative Agent”) for ” or the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e1.2(g) Excluded Collateral Subsidiaries Assets Schedule 1.01(f2.3(a) Immaterial Subsidiaries Basis of Financial Statement Presentation Schedule 1.01(g3.2(b) Specified Holders Authority – Contract Exceptions Schedule 1.01(h3.2(c) Participating Specified Foreign Currency Lenders Authority – Consent Exceptions Schedule 1.01(i3.4 Compliance with Applicable Laws Schedule 3.5 Financial Statements Schedule 3.6 Absence of Certain Changes Schedule 3.7 Litigation; Decrees Schedule 3.8(a) Agent’s Account Real Property (Owned Property) Schedule 2.18 Existing Letters 3.8(b) Real Property (Leased Property) Schedule 3.8(c) Valuation or General Maps Schedule 3.9(a) Intellectual Property Schedule 3.9(b) Intellectual Property Litigation Schedule 3.10 Insurance Schedule 3.11 Contracts Schedule 3.12 Condition of Credit Lines; Personal Property Schedule 2.20 Canadian Lenders 3.13(a) Seller Benefit Plans Schedule 2.21 Lenders to Swiss Borrower 3.13(f) Retiree Welfare Benefit Plans Schedule 3.06(c3.13(h) Violations or Proceedings Benefits Triggered by Execution of Agreement Schedule 3.17 Pension 3.14 Environmental Matters Schedule 3.19 Insurance 3.15 Tax Matters Schedule 3.21 Acquisition Documents and Material Debt Instruments 3.16 Labor Matters Schedule 3.24 Location of Material Inventory 5.11 Allocation Statement Schedule 4.01(g5.12(a) Local and Foreign Counsel Seller Owned Computer Software Schedule 4.01(l5.12(b) Sources and Uses Included Licensed Computer Software Schedule 4.01(o)(iii5.15 Maximum Prices under Purchase Option Schedule 5.22(b) Title Insurance Amounts Collective Bargaining Agreements Schedule 5.11(b10.1(a) Certain Subsidiaries B&N Line Schedule 5.16 Post-Closing Covenants 10.1(b) MTR Line Schedule 6.01(b10.1(c) Existing Indebtedness PCN Line Schedule 6.02(c10.1(d) Existing RSS Line Schedule 10.1(e) Computer Hardware Schedule 10.1(f) Intercompany Accounts Schedule 10.1(g) Seller Knowledge Schedule 10.1(h) Purchaser Knowledge Schedule 10.1(i) Permitted Liens Schedule 6.04(b10.1(j) Existing Investments Real Property Schedule 9.01(b10.1(k) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Working Capital Accounts STOCK PURCHASE AGREEMENT This Stock Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated ) is made and entered into as of July 6September 13, 20072005, is by and among NOVELIS INC.Alcoa Inc., a Pennsylvania corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerSeller”), NOVELIS CORPORATIONXxxxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, D. Xxxxx Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxx (“Legal Shareholders”), and RailAmerica Transportation Corp., a Delaware corporation (“Purchaser”). PRELIMINARY STATEMENT Each of Bauxite & Northern Railway Company, an Arkansas corporation (“B&N”), The Massena Terminal Railroad Company, a New York corporation (“MTR”), Point Comfort & Northern Railway Company, a Texas corporationcorporation (“PCN”), and the other U.S. subsidiaries Rockdale, Sandow & Southern Railroad Company, a Texas corporation (“RSS”), is a wholly-owned, direct subsidiary of the Canadian Borrower signatory hereto as borrowers Seller. B&N, MTR, PCN and RSS (each, an each a “Initial U.S. BorrowerRailroad,” and, and collectively, the “Initial U.S. BorrowersRailroads”) are short line railroads that provide rail freight transportation to Seller’s Complexes and third parties. The parties wish to provide for the sale to Purchaser of all of the issued and outstanding shares of capital stock of the Railroads (collectively, the “Shares”), NOVELIS UK LTDupon the terms and subject to the conditions set forth in this Agreement. The parties desire to enter into (or cause the Railroads to enter into) certain agreements, a limited liability company incorporated under including the laws Ancillary Documents, necessary for the Purchaser’s operation of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under Railroads following the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, Closing and the U.K. Borrower, Railroads’ provision of rail freight transportation services to the “Borrowers”), AV ALUMINUM INCSeller Complexes following the Closing. This Agreement has been approved and adopted by the respective boards of directors of each of Seller and Purchaser., 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.3 Amount to be Paid to Paying Agent Schedule 1.6(b) Refinancing Indebtedness to Be Repaid Bonus Payment Amounts Schedule 1.01(b1.6(b)(i) Subsidiary Guarantors Terms of Deferred Stock Plan Schedule 1.01(c2.1(b) Applicable Jurisdiction Requirements Seller Consents and Approvals Schedule 1.01(d2.1(c) Specified Account Debtors Ownership of Shares Schedule 1.01(e2.2(c) Excluded Collateral Subsidiaries Schedule 1.01(f2.2(c)(iii) Immaterial Subsidiaries Acquisitions and Divestitures Schedule 1.01(g2.2(d) Specified Holders Capitalization Schedule 1.01(h2.2(e) Participating Specified Foreign Currency Lenders Xxxxxx and Holdings Consents and Approvals Schedule 1.01(i2.2(f)(ii) Agent’s Account Xxxxxx Financial Statements Schedule 2.18 Existing 2.2(f)(iii) Holdings Financial Statements Schedule 2.2(g) Absence of Material Adverse Changes Schedule 2.2(h)(i) Xxxxxx Absence of Undisclosed Liabilities Schedule 2.2(h)(ii) Holdings Absence of Undisclosed Liabilities Schedule 2.2(i) Real and Personal Properties Schedule 2.2(j)(ii) Tax Returns Schedule 2.2(j)(iii) Tax Deficiencies; Audits; Statutes of Limitations Schedule 2.2(j)(iv) Tax Agreements Schedule 2.2(k) Compliance with Laws; Permits Schedule 2.2(l) Legal Proceedings Schedule 2.2(m) Environmental Matters Schedule 2.2(n)(i) Material Benefit Plans Schedule 2.2(n)(iii) Exceptions to Qualification of Benefit Plans Schedule 2.2(n)(iv) Exceptions to Benefit Liability Schedule 2.2(n)(v) Benefit Plan Legal Proceedings Schedule 2.2(n)(vi) Section 280G Schedule Schedule 2.2(o)(i) Ownership and Use of Intellectual Property Schedule 2.2(o)(ii) Trademarks and Trade Dress Schedule 2.2(o)(iii) Intellectual Property Proceedings Schedule 2.2(p) Insurance Policies Schedule 2.2(q) Transactions with Affiliates Schedule 2.2(r) Brokers, Finders Schedule 2.3(c) Buyer Consents and Approvals Schedule 2.3(e)(i) Debt Financing Commitment Schedule 2.3(e)(ii) Equity Financing Commitment Schedule 3.2 Permitted Actions Schedule 3.4 Key Employees Schedule 3.6 Affiliate Relations Schedule 3.8 Holdings Bond Schedule Schedule 3.8(e) Letters of Credit and Surety Bonds Schedule 2.20 Canadian Lenders 3.9 Directors and Officers Schedule 2.21 Lenders to Swiss Borrower 3.12 Guarantees Schedule 3.06(c) Violations or Proceedings 5.1 Collective Bargaining Agreements Schedule 3.17 Pension Matters 5.7 Xxxxxx Bonus Plans Schedule 3.19 Insurance 6.2 Transaction Costs and Expenses Schedule 3.21 Acquisition Documents 6.14 Knowledgeable Employees INDEX OF DEFINED TERMS Term Page Acquisitions and Divestitures 10 Adjustment Amount 5 Adjustment Statement 4 Affiliate 37 Affiliate Indebtedness 28 Agreement 1 Antitrust Division 24 Apollo 22 BDS Two 1 Benefit Plans 19 Board of Directors 37 Bonus Payment Amount 7 Xxxxxx 1 Xxxxxx Audited Financial Statements 12 Xxxxxx Bonus Plans 32 Xxxxxx Common Stock 1 Xxxxxx Financial Statements 12 Xxxxxx Shares 1 Xxxxxx Shares Purchase Price 2 Business Employees 19 Buyer 1 BW 1 BW’s Statement 5 Closing 7 Closing Date 7 Closing Date Cash 3 Closing Date Indebtedness 3 Code 19 Collective Bargaining Agreements 31 Common Share Consideration 2 Conclusive Adjustment Statement 6 Conclusive Statement 6 Debt Financing 22 Debt Financing Agreement 29 Debt Financing Commitment 22 Encumbrances 14 Environmental Laws 18 Environmental Licenses and Permits 18 Equity Financing 22 Equity Financing Commitment 22 ERISA 19 Estimated Closing Date Cash 3 Estimated Closing Date Indebtedness 3 Estimated Net Working Capital 4 Exchange Act 12 Financing 22 Financing Commitments 22 FTC 24 GAAP 12 Governmental Authority 17 Guarantees 28 Hazardous Substances 18 Holdings 1 Holdings Amount 5 Holdings Common Stock 1 Holdings Financial Statements 12 Holdings Shares 1 HSR Act 8 Indebtedness 37 Individual Restricted Shares 1 Individual Seller 1 Individual Seller Shares 1 Knowledge of Holdings 38 Laws 8 March Financial Statements 12 Material Debt Instruments Schedule 3.24 Location Adverse Effect 9 Net Working Capital 4 Neutral Accounting Arbitrator 6 Option Plan 7 Other Antitrust Regulations 8 Paying Agent 38 Permits 16 Person 38 Potential Transaction 30 Preferred Stock 10 Preliminary Statement 4 Resolution Period 6 Returns 15 SEC Reports 12 Securities Act 22 Sellers 1 Sellers’ Closing Expense Amount 33 Shares 1 Sharing Percentage 27 Site 18 Statement 4 Stock Option 7 Stock Option Settlement Amount 7 Subsidiaries 10 Target Net Working Capital 2 Taxes 15 Transfer Taxes 34 Unrecorded Holdings Assets 5 Unrecorded Holdings Liabilities 5 WARN 32 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT July 5, 2004 (this “Agreement”) among BHI INVESTMENT, LLC, a Delaware limited liability company (“Buyer”), dated as of July 6BW HOLDINGS LLC, 2007a Delaware limited liability company (“BW”), is among NOVELIS XXXXXX HOLDINGS, INC., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerHoldings”), NOVELIS CORPORATIONXXXXXX CHEMICAL, INC., a Texas corporationNew Jersey corporation (“Xxxxxx”), XXXXX X. XXXXXXXX and the other U.S. subsidiaries XXXXXX X. XXXXXXXXX (each of the Canadian Borrower signatory hereto as borrowers (eachlast two individuals, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss BorrowerIndividual Seller” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. BorrowerBW, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersSellers”).

Schedules. Schedule 1.01(a) Refinancing – Existing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors – Permitted Holders Schedule 1.01(c2.01 – Commitments Schedule 3.04 – Regulatory Approvals Schedule 3.13(a) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral – Subsidiaries Schedule 1.01(f3.13(b) Immaterial Subsidiaries – Subsidiaries’ Jurisdictions of Organization Schedule 1.01(g) Specified Holders 3.14 – Existing Dividend Restrictions Schedule 1.01(h) Participating Specified Foreign Currency Lenders 3.15 – Litigation Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension 3.19 – Environmental Matters Schedule 3.19 Insurance 3.21 – Affiliate Transactions Schedule 3.21 Acquisition Documents 5.07 – Properties and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Assets Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) – Existing Liens Schedule 6.04(b6.03(l) Existing – Investments Schedule 9.01(bEXHIBITS: iv Table of Contents (continued) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B – Form of Assignment and Assumption Exhibit C B – Form of Borrowing Request Exhibit D C – Form of Compliance Certificate Increasing Lender Supplement Exhibit D – Form of Augmenting Lender Supplement Exhibit E – List of Closing Documents Exhibit F – Form of Term Note Exhibit G-1 – Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Not Partnerships) Exhibit G-2 – Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Partnerships) Exhibit G-3 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are Not Partnerships) Exhibit G-4 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are Partnerships) Exhibit H – Collateral Agency Agreement Exhibit I – Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O – Form of Solvency Certificate Exhibit P K – Pledge Agreement Exhibit L – Security Agreement Exhibit M – Terms of Subordination Exhibit N – Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Prepayment Notice v

Schedules. Schedule 1.01(a1.1-NWC – Sample Net Working Capital Calculation Schedule 1.1-CP – Hydrocarbon Contingency Payment Schedule 1.1-FD – Financing Documents Schedule 1.1-PL – Permitted Liens Schedule 3.5 – Compliance with Applicable Laws Schedule 3.5-P – Hydrocarbon Permits Schedule 3.6(b) Refinancing Indebtedness – Hydrocarbon Intellectual Property Schedule 3.7 – Absence of Litigation Schedule 3.8(a) – Hydrocarbon Owned Real Property Schedule 3.8(b) – Hydrocarbon Real Property Leases Schedule 3.8(c), Part 1 – Shared Easements Schedule 3.8(c), Part 2 – Specified Shared Easements Schedule 3.8(c), Part 3 – Hydrocarbon Gathering Only Easements Schedule 3.8(d) – Obligations to Be Repaid Dispose of Hydrocarbon Gathering Real Property Schedule 1.01(b3.8(e) Subsidiary Guarantors – Hydrocarbon Gathering System Gaps Schedule 1.01(c3.8(g) Applicable Jurisdiction Requirements – Non-Company Owned Hydrocarbon Gathering Real Property Schedule 1.01(d3.9(a) Specified Account Debtors – Certain Hydrocarbon Gathering Personal Property Schedule 1.01(e3.9(b) Excluded Collateral Subsidiaries –Hydrocarbon Gathering Personal Property Projected Capital Maintenance Schedule 1.01(f) Immaterial Subsidiaries 3.10 – Hydrocarbon Purchase Orders Schedule 1.01(g) Specified Holders 3.12 – Environmental Matters Schedule 1.01(h) Participating Specified Foreign Currency Lenders 3.13 – Taxes Schedule 1.01(i) Agent’s Account 3.14 – Hydrocarbon Material Contracts Schedule 2.18 Existing Letters of 3.16 – Transactions with Affiliates Schedule 3.19 – Hydrocarbon Surety Bonds and Credit Schedule 2.20 Canadian Lenders 3.21 – Indebtedness Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 3.22 – Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments 3.23 – Bank Accounts; Powers of Attorney Schedule 3.24 Location – Hydrocarbon Imbalances Schedule 3.25 – Preferential Rights Schedule 3.27 – Absence of Material Inventory Change Schedule 4.01(g5.9 – No Knowledge of Breach Schedule 6.11 – Conduct of Business Schedule 10.2(e) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT – Special Liabilities PURCHASE AND SALE AGREEMENT This CREDIT PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 6February 22, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act 2019 (the “Canadian BorrowerExecution Date”), NOVELIS CORPORATIONis made and entered into by and among Meadowlark Midstream Company, LLC, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Delaware limited liability company (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersSeller”), NOVELIS UK LTDTioga Midstream, LLC, a Delaware limited liability company incorporated under the laws of England (“Tioga”) and Wales with registered number 00279596 Hess North Dakota Pipelines LLC, a Delaware limited liability company (the “U.K. BorrowerBuyer”). Hxxx Infrastructure Partners LP, a Delaware limited partnership (“Water Buyer”), is also joining in the execution of this Agreement solely for purposes of acknowledging the provisions and NOVELIS AG, a stock corporation (AGlimitations of Section 10.4(c) organized under the laws of Switzerland and for no other purpose (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”acknowledge that Water Buyer shall have no liability hereunder).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Knowledge Schedule 1.01(b1.1(b) Subsidiary Guarantors Permitted Liens Schedule 1.01(c4.3(a) Applicable Jurisdiction Requirements Stock Schedule 1.01(d4.3(b) Specified Account Debtors Capitalization Matters Schedule 1.01(e4.3(c) Excluded Collateral Subsidiaries Schedule 1.01(f4.3(d) Immaterial Subsidiaries Voting Agreements Schedule 1.01(g4.4 Indebtedness Schedule 4.5(a) Specified Holders Company Required Governmental Authorizations Schedule 1.01(h4.5(b) Participating Specified Foreign Currency Lenders No Conflict – Company Schedule 1.01(i4.6 Legal Proceedings – Company Schedule 4.7(a) Agent’s Account Financial Statements Schedule 2.18 Existing Letters 4.7(b) GAAP Compliance Schedule 4.8 Undisclosed Material Liabilities Schedule 4.9 Absence of Credit Certain Changes Schedule 2.20 Canadian Lenders 4.10(a) Owned Real Property Schedule 2.21 Lenders to Swiss Borrower 4.10(b) Leased Real Property Schedule 3.06(c4.10(d) Violations or Proceedings Condition of Real Property Schedule 3.17 Pension 4.12 Governmental Authorizations; Compliance with Law Schedule 4.13 Taxes Schedule 4.14 Environmental Matters Schedule 3.19 4.15 Material Contracts Schedule 4.17 Employee Matters Schedule 4.18(a) Registered Owned Intellectual Property Schedule 4.18(b) Intellectual Property Agreements Schedule 4.18(e) IT Systems Schedule 4.20 Related Party Transactions Schedule 4.21 Brokers’ Fees – Company and Beyond6 Schedule 4.23 Insurance Policies Schedule 3.21 Acquisition Documents 4.26 Customers and Material Debt Instruments Suppliers Schedule 3.24 Location 5.3(a) Parent Required Governmental Authorizations Schedule 5.3(b) No Conflict – Parent Schedule 5.4(b) Legal Proceedings – Parent Schedule 6.1 Conduct of Material Inventory the Company Schedule 4.01(g6.1(c)(xvi) Local and Foreign Counsel Capital Expenditures Schedule 4.01(l7.14 Affiliate Contracts Schedule 9.1(e) Sources and Uses Resignations Schedule 4.01(o)(iii9.1(h) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Required Consents AGREEMENT AND PLAN OF MERGER This CREDIT AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 6December 30, 20072020 (the “Execution Date”), is made by and among NOVELIS BEYOND6, INC., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerBeyond6”); GREENFILL, NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INC., a Delaware corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors and wholly-owned subsidiary of TopCo (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing BankParent”); GREENFILL MERGER, ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents a Delaware corporation (in such capacity, “Documentation AgentsSub”); and HC2 HOLDINGS 2, ABN AMRO BANK N.V.INC., acting through a Delaware corporation, solely in its Canadian branch, capacity as Canadian funding agent the Stockholders’ Representative (in such capacity, “Canadian Funding AgentStockholders’ Representative”). Beyond6, ABN AMRO BANK N.V., acting through its Canadian branch, Parent and Sub are also referred to herein individually as Canadian administrative agent (in such capacity, a “Canadian Administrative AgentParty” and collectively as the “Parties”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid 1.06 Officers and Directors of Xxxxx and the Surviving Corporation Xxxxx Disclosure Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral 3.01 Subsidiaries Schedule 1.01(f3.03(a) Immaterial Reservation of Xxxxx Common Stock Schedule 3.03(b)(i) Options, Warrants and Rights Schedule 3.03(b)(ii) Repurchase and Redemption Obligations, etc. Schedule 3.03(b)(iii) Investments Schedule 3.03(b)(iv) Revenue Sharing Agreements Schedule 3.03(c) Outstanding Stock Awards Schedule 3.05 Conflicts Schedule 3.07 Litigation Schedule 3.08(a) Employee Benefit Plans Schedule 3.08(b) Exceptions to Benefit Plan Compliance Schedule 3.08(c) Collective Bargaining Agreements Schedule 3.08(d) Severance Agreements Schedule 3.08(e) Retiree Benefits Schedule 3.08(f) Multiemployer Contributions Schedule 3.08(g) Amendments to Employee Benefit Plans Schedule 3.13 Brokers Schedule 3.14 Material Contracts Schedule 3.18 Certain Changes Schedule 3.19 Notifications from Governmental Authorities Schedule 5.02(e) Asset Dispositions Schedule 5.02(o) Exceptions to Negative Covenants Carpatsky Disclosure Schedule Schedule 4.01 Subsidiaries Schedule 1.01(g4.03(a) Specified Holders Reservation of Xxxxx Common Stock Schedule 1.01(h4.03(b)(i) Participating Specified Foreign Currency Lenders Options, Warrants and Rights Schedule 1.01(i4.03(b)(ii) Agent’s Account Repurchase and Redemption Obligations, etc. Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c4.03(b)(iii) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b4.03(b)(iv) Cash Management Revenue Sharing Agreements Schedule 4.03(b)(v) Voting Trusts, Proxies Schedule 4.03(c) Outstanding Stock Awards Schedule 4.05 Conflicts Schedule 4.06 Notifications from Governmental Authorities Schedule 4.07(ii) Financial Statement Exceptions Schedule 4.08 Certain Changes Schedule 4.09 Litigation Schedule 4.13 Brokers Schedule 4.15(a) Employee Benefit Plans Schedule 4.15(c) Multiemployer Plans Schedule 4.15(f) Ukraine Employee Benefits Schedule 4.18 Material Contracts Schedule 5.04(m) Affiliate Transactions EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Xxxxx Preferred Stockholder Agreement Exhibit G Form B-1 Certificate of Landlord Access Agreement Domestication Exhibit H Form B-2 Certificate of LC Request Incorporation of New Carpatsky Exhibit I Form B-3 Certificate of Lender Addendum Merger Exhibit J Form B-4 Amended and Restated Articles of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Xxxxx AMENDED AND RESTATED AGREEMENT This CREDIT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”)AND PLAN OF MERGER, dated as of July 6August 11, 20072000 (this "Agreement"), is by and among NOVELIS INC.Xxxxx Oil and Gas Company, a Nevada corporation ("Xxxxx"), its wholly owned Delaware subsidiary CPI Acquisition Corp. ("Acquisition Corp.") and Carpatsky Petroleum 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland the Province of Alberta, Canada (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Carpatsky").

Schedules. Schedule 1.01(a1.1(a)(i) Refinancing Indebtedness to Be Repaid Intellectual Property Rights Schedule 1.01(b1.1(a)(ii) Subsidiary Guarantors Receivables Schedule 1.01(c1.1(a)(iv) Applicable Jurisdiction Requirements Assumed Contracts Schedule 1.01(d1.1(a)(v) Specified Account Debtors Certificates Schedule 1.01(e1.1(a)(vii) Equipment Schedule 1.1(b) Excluded Collateral Subsidiaries Assets Schedule 1.01(f1.2A Excluded Liabilities Schedule 1.2B Ordinary Course Liabilities Schedule 1.3(b) Immaterial Subsidiaries Working Capital Statement Schedule 1.01(g1.8 Allocation of Purchase Price Schedule 1.10 Retained Employees Schedule 1.10(e)(i) Specified Holders First Employee Bonus Schedule 1.01(h1.10(e)(ii) Participating Specified Foreign Currency Lenders Second Employee Bonus Schedule 1.01(i2.2 Capitalization Schedule 2.3 Liens/Consent Schedule 2.4 Title to Properties Schedule 2.6(a) Agent’s Account Financial Statements Schedule 2.6(b) Undisclosed Liabilities Schedule 2.7 Taxes Schedule 2.8 Guaranteed Accounts Receivable Schedule 2.9 Intellectual Property Rights Schedule 2.10 Compliance with Laws Schedule 2.12 Transactions with Affiliates Schedule 2.13 Employee Benefit Plans Schedule 2.14 Hazardous Waste Schedule 2.15 Employees and Suppliers Schedule 2.16 Employment Contracts Schedule 2.17 Customers Schedule 2.18 Existing Letters of Credit Litigation Schedule 2.20 Canadian Lenders Material Adverse Changes Schedule 2.21 Lenders to Swiss Borrower 2.22 Banking Relations Schedule 3.06(c) Violations or Proceedings 4.5 Compliance with Laws Schedule 3.17 Pension Matters 4.6 Litigation Schedule 3.19 Insurance 4.8 Material Adverse Change Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management 5.4 Stock Options EXHIBITS Exhibit A Form of Administrative Questionnaire Contingent Payment Exhibit B Form of Assignment and Assumption Employment Agreement Exhibit C Form of Borrowing Request Non-Competition Agreement Exhibit D Form of Compliance Certificate Stock Option Agreement Exhibit E Form of Interest Election Request Registration Rights Agreement Exhibit F Form of Joinder Agreement Transition Plan Exhibit G Form of Landlord Access Agreement Opinion of Counsel of Seller Exhibit H Form of LC Request Stockholders Agreement Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, Buyer and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Parent

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Seller’s Premises Schedule 1.01(b) Subsidiary Guarantors German Pension Plan Employees Schedule 1.01(c2.01(a) Applicable Jurisdiction Requirements Purchased Assets — Personal Property Schedule 1.01(d2.01(b) Specified Account Debtors Purchased Assets — Assigned Contracts Schedule 1.01(e2.01(d) Purchased Assets — Licenses and Approvals Schedule 2.01(e) Purchased Assets — Accounting Books and Records Schedule 2.01(f) Purchased Assets — Real Property Leases Schedule 2.01(g) Purchased Assets — Patents and Trademarks Schedule 2.01(h) Purchased Assets — Copyrights and Software Schedule 2.01(j) Purchased Assets — Accounts Receivable Schedule 2.02(i) Other Excluded Collateral Subsidiaries Assets Schedule 1.01(f2.03(j) Immaterial Subsidiaries Other Assumed Liabilities Schedule 1.01(g2.08(b) Specified Holders Closing Balance Sheet Line Items Schedule 1.01(h2.10 Allocation Statement Schedule 3.03 Governmental Authorization Schedule 3.04 Non-Contravention Schedule 3.05 Reference Statement Schedule 3.06 Absence of Certain Changes or Events Schedule 3.07 Consents Schedule 3.08(d) Participating Specified Foreign Currency Lenders Permitted Liens Schedule 1.01(i3.08(e) Agent’s Account Locations of Purchased Assets Schedule 2.18 Existing Letters 3.09 Litigation Schedule 3.10(a) Assigned Contracts Schedule 3.10(b) Defaults under Assigned Contracts Schedule 3.10(c) Conflicting Contracts Schedule 3.12(b) Software Programs Schedule 3.12(c) License Agreements Schedule 3.12(e) Restrictions on Seller Intellectual Property Schedule 3.12(g) Infringement by Seller Schedule 3.12(h) Royalties, Fees and Other Payments Schedule 3.12(j) Infringement by Others Schedule 3.12(k) Source Code Schedule 3.13(b) Collective Bargaining and Labor Agreements Schedule 3.13(c) Employee Benefits Schedule 3.13(e) EU Employees Schedule 3.14 Finders’ Fees of Credit Seller Schedule 2.20 Canadian Lenders 3.15 Absence of Undisclosed Liabilities Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings 3.16 Affiliate Transactions Schedule 3.17 Pension Matters Schedule 3.19 Insurance Accounts Receivable Schedule 3.21 Acquisition Documents Insurance iv Table of Contents (continued) Page SCHEDULES Schedule 3.22 Licenses and Material Debt Instruments Approvals Schedule 3.23 Environmental Schedule 3.24 Location Customers and Suppliers Schedule 3.25 Trade Compliance Schedule 4.03 Governmental Authorization Schedule 4.05 Finders’ Fees of Material Inventory Buyer Schedule 4.01(g5.01 Conduct Schedule 5.05 Non-Competition Schedule 8.01(b) Local and Foreign Counsel US Transferred Employees Schedule 4.01(l8.02(b) Sources and Uses EU Employees Schedule 4.01(o)(iii9.02(f) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Consents EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of — Assignment and Assumption Agreement Exhibit B — Bxxx of Sale Exhibit C Form of Borrowing Request — Copyright Assignment Exhibit D Form of Compliance Certificate — Deerfield Letter Agreement Exhibit E Form of Interest Election Request — Intellectual Property Agreement Exhibit F Form of Joinder — Lease Assignments Exhibit G — Patent Assignment Exhibit H — Sublease Agreement Exhibit G Form of Landlord Access I — Trademark Assignment Exhibit J— Transition Services Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT K — Disclosure Schedule ASSET PURCHASE AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6May 31, 2007, is by and among NOVELIS (i) TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation formed under and/or, subject to the Canada Business Corporations Act provisions of Section 12.04, one or more of its direct or indirect wholly-owned subsidiaries to be designated (the collectively, “Canadian BorrowerBuyer”) and (ii) TERADYNE, INC., a Massachusetts corporation (“Seller”), NOVELIS CORPORATION, . Buyer and Seller are sometimes referred to herein individually as a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. BorrowerParty” and, collectively, as the “Initial U.S. BorrowersParties”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1(a)(i) Refinancing Indebtedness — Tangible Personal Property Schedule 1.1(a)(iii) — Assumed Contracts Schedule 1.1(b)(vi) — Excluded Personal Property Schedule 1.1(b)(x) — Excluded Proprietary Rights Schedule 2.1(a) — Allocable Percentages Schedule Schedule 3.1(i) — Foreign Qualification of the Sellers Schedule 3.1(ii) — Equity Interests of the Sellers Schedule 3.3(i) — Ownership of the Capital Stock of the Sellers Schedule 3.3(ii) — Officers and Directors of the Sellers Schedule 3.4 — Conflicts Schedule 3.5 — Consents Schedule 3.6(a) — Reviewed Financial Statements Schedule 3.6(b) — Pro Forma Financial Statements Schedule 3.6(b) — Interim Financial Statements Schedule 3.6(d) — Exceptions to Be Repaid GAAP Schedule 1.01(b) Subsidiary Guarantors 3.7 — Liabilities Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) 3.8 — Existing Liens Schedule 6.04(b3.9(a) Existing Investments — Compliance with Laws Schedule 9.01(b3.9(b) Cash Management EXHIBITS Exhibit A Form — Seller Governmental Authorizations Schedule 3.10(b)(i) — Real Property Leases Schedule 3.10(b)(ii) — Real Property Lease Defaults Schedule 3.10(b)(iii) — Seller Subleases Schedule 3.11(a) — Contract Deviations Schedule 3.11(b) — Enforceability of Administrative Questionnaire Exhibit B Form of Assignment Contracts Schedule 3.11(d) — Required Contract Consents Schedule 3.12(i) — Warranties Schedule 3.13(a) — Employee Benefit Plans Schedule 3.14 — Labor and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Employment Matters Schedule 3.15 — Workers Compensation Schedule 3.16(i) — Employees Schedule 3.16(ii) — Compensation Increases Schedule 3.16(iii) — Material Perquisites Schedule 3.18 — Affiliate Transactions Schedule 3.19 — Insurance Policies Schedule 3.20(c) — Tax Jurisdictions Schedule 3.21(a) — Litigation Proceedings Schedule 3.21(b) — Orders Schedule 3.21(c) — Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, with Orders Schedule 3.22 — Environmental and the other U.S. subsidiaries Safety Requirements Schedule 3.23 — Conduct of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AGBusiness Schedule 3.25 — Government Contracts Schedule 3.26 — Corporate Names/Business Locations Schedule 3.27 — Major Clients Schedule 4.5(a) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”— Buyer’s 2008 Financial Statements Schedule 4.5(b) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).— Buyer’s Interim Financial Statements Schedule 9.12 — Websites

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid FCC Licenses and ASRs Currently in Effect Schedule 1.01(b1.1(b) Subsidiary Guarantors Licenses; Tangible Personal Property Used Exclusively in the Operation of the Stations Schedule 1.01(c) Applicable Jurisdiction Requirements 4.3 Validity of Contemplated Transactions; Restrictions Schedule 1.01(d) Specified Account Debtors 4.7 Absence of Changes Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension 4.8 Tax Matters Schedule 3.19 Insurance 4.9 Title to Assets; Encumbrances; Condition Schedule 3.21 Acquisition Documents and Material Debt Instruments 4.10(a) Owned Real Property Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii4.10(h) Title Insurance Amounts Policies Schedule 5.11(b4.11(a) Certain Subsidiaries Personal Property Schedule 5.16 Post4.11(b) Leased Personal Property Schedule 4.12 Intellectual Property Schedule 4.14(a) Insurance Policies Schedule 4.14(b) Self-Closing Covenants Insurance Schedule 6.01(b4.14(c) Existing Indebtedness Insurance Policies Summaries Schedule 6.02(c4.15 Bonds, Letters of Credit, and Guarantees Schedule 4.16(a) Existing Liens Compliance with Law Schedule 6.04(b4.16(b) Existing Investments Pending FCC License Actions Schedule 9.01(b4.17 Environmental Schedule 4.18 Litigation and Claims Schedule 4.19(a) Cash Management Seller Employee Benefit Plans Schedule 4.19(c) Seller Employee Benefit Plans Compliance with Law Schedule 4.19(d) Seller Employee Benefit Plans Severance Benefits Schedule 4.19(e) Seller Employee Benefit Plans Payments or Vesting Triggered by Transaction Schedule 4.19(f) Benefits to Retired or Terminated Employees Schedule 4.20(a)(i) Material Contracts Affecting or Relating to Owned Property Schedule 4.20(a)(ii) Leased Personal Property Schedule 4.20(a)(iii) Outstanding Contracts for Acquisition or Sale of Goods, Assets or Services Schedule 4.20(a)(iv) Outstanding Contracts for Acquisition of Capital Assets Schedule 4.20(a)(v) Employment Contracts Schedule 4.20(a)(vi) Contracts with Agents, Brokers and Sales Representatives of Seller Schedule 4.20(a)(vii) Powers of Attorney Schedule 4.20(a)(viii) Programming and Network Affiliation Agreements Schedule 4.20(a)(ix) Barter and Trade Agreements Schedule 4.20(a)(x) Station Intellectual Property Agreements Schedule 4.20(a)(xi) Sharing Contracts Schedule 4.20(a)(xii) Retransmission Agreements Schedule 4.20(a)(xiii) Other Contracts Schedule 4.20(b) Cable and DBS Carriage Schedule 4.20(c) Contract with Material Advertisers Schedule 4.20(d) Contracts Not Delivered or Made Available to Buyer Schedule 4.20(g) Assignability Schedule 4.21(a) Station Employees Schedule 4.21(b) Penalties or Severance Obligations of Employment Contracts Schedule 4.21(c) Labor Disputes; Strikes; Work Stoppages Schedule 4.21(e) Labor Relations Claims Schedule 4.22 Interested Transactions Schedule 6.2(m) Capital Expenditures During the Executory Period Schedule 6.8(a) Excluded Employees Schedule 6.8(c) Severance Payments Schedule 7.1(d) Required Consents and Approvals Schedule 12(A) Other Excluded Assets EXHIBITS Exhibit A 8.1(a) Form of Administrative Questionnaire Bxxx of Sale Exhibit B 8.1(b) Form of Assignment and Assumption of FCC Licenses Exhibit C 8.1(c) Form of Borrowing Request Assignment of Station Intellectual Property Exhibit D 8.1(d) Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Assignment and Assumption Instrument ASSET PURCHASE AGREEMENT This Asset Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6May 9, 20072017, is made and entered into by and among NOVELIS INC.(i) Saga Broadcasting, LLC, a corporation formed under the Canada Business Corporations Act Delaware limited liability company (“Saga Broadcasting”) and Saga Quad States Communications, LLC, a Delaware limited liability company (“Saga Quad States”) (together, Saga Broadcasting and Saga Quad States are the “Canadian BorrowerSeller”), NOVELIS CORPORATION, (ii) Evening Telegram Company d/b/a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Mxxxxx Xxxxxx Media a Wisconsin corporation (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerBuyer”), and NOVELIS AG(iii) solely as to Section 6.23, Saga Communications, Inc., a stock Delaware corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersGuarantor”).

Schedules. Schedule 1.01(a1.1(i) Refinancing Indebtedness to Be Repaid Active Intellectual Property Schedule 1.01(b1.1(ii) Subsidiary Guarantors Announcement Effect Parties Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e1.1(iii) Excluded Collateral Subsidiaries Shared Facilities Schedule 1.01(f1.1(iv) Immaterial Subsidiaries Real Property Schedule 1.01(g1.1(v) Specified Holders Permitted Liens Schedule 1.01(h1.1(vi) Participating Specified Foreign Currency Lenders Private Label Product Schedule 1.01(i1.1(vii) Agent’s Account Purchased Intellectual Property Schedule 2.18 Existing Letters 1.1(viii) Retained Liabilities Schedule 1.1(ix) Additional Retained and Excluded Liabilities Schedule 2.1(k) Included Leased Real Property Schedule 2.2(h) Excluded Contracts Schedule 2.2(k) Excluded Assets Schedule 3.4 Allocation of Credit Consideration Schedule 2.20 3.5 Documents to be Delivered by Sellers Schedule 3.7 Canadian Lenders Tax Matters Schedule 2.21 Lenders to Swiss Borrower 4.1 Organization; Authority; Binding Obligation; Capitalization Schedule 3.06(c) Violations or 4.2 Noncontravention; Consents Schedule 4.3 Title and Condition of Assets; Sufficiency Schedule 4.4 Equipment Schedule 4.5 Inventory Schedule 4.6 Financial Statements Schedule 4.10 Compliance with Applicable Laws Schedule 4.11 Tax Matters Schedule 4.12 Intellectual Property Schedule 4.13 Material Contracts Schedule 4.14 Legal Proceedings Schedule 3.17 Pension 4.15 Product Warranty; Products Liability Schedule 4.16 Employees; Labor Matters Schedule 3.19 4.17 Employee Benefits Schedule 4.18 Environmental, Health and Safety Matters Schedule 4.19 Customers and Suppliers Schedule 4.20 Real Property Schedule 4.21 Insurance Schedule 3.21 Acquisition Documents 4.22 Affiliate Transactions Schedule 4.24 Permits Schedule 4.26 Bank Accounts Schedule 5.2 Noncontravention; Consents Schedule 6.2 Required Consents Schedule 6.3 Interim Conduct of the Business Schedule 6.8 Affiliate Agreements Schedule 7.3 Employee Matters Schedule 7.6 Confidentiality, Non-Competition and Material Debt Instruments Non-Solicitation Schedule 3.24 Location 8.3 Absence of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Litigation EXHIBITS Exhibit A Form of Administrative Questionnaire Assignment of Trademarks Exhibit B Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit C Form of Borrowing Request Flow of Funds Memorandum Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Transition Services Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT ACQUISITION AGREEMENT This CREDIT ACQUISITION AGREEMENT (this “Agreement”), dated ) is made and entered into as of July April 6, 2007, is 2007 by and among NOVELIS INC.Burtek Systems Corp., a corporation formed under the Canada Business Corporations Act Nova Scotia unlimited liability company (the “Canadian BorrowerCompany”), NOVELIS CORPORATIONXxxxxxxxxx Electronics, Ltd., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Delaware corporation (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerXxxxxxxxxx”), and NOVELIS AGeach other Subsidiary of Xxxxxxxxxx set forth on the signature pages hereto (collectively with Xxxxxxxxxx, but excluding the Company, “Sellers” and each individually, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative AgentSeller”), and ABN AMRO INCORPORATED and UBS SECURITIES LLCHoneywell International Inc., as joint lead arrangers and joint bookmanagers a Delaware corporation (in such capacities, “ArrangersPurchaser”).

Schedules. Schedule 1.01(aA Restrictive Covenants Agreements Schedule 1.1(a) Refinancing Indebtedness to Be Repaid Transferred Real Property Leases Schedule 1.01(b1.1(b) Subsidiary Guarantors Tangible Personal Property Schedule 1.01(c1.1(d) Applicable Jurisdiction Information Systems and Software Schedule 1.2(e) Excluded Contracts Schedule 1.2(n) Excluded Assets Schedule 1.3(d) Current and Accrued Liabilities Schedule 1.4(m) Excluded Liabilities Schedule 3.1(c) Governmental Approvals or Notice; Conflicts with Instruments Schedule 3.1(d) Financial Statements Schedule 3.1(e) Leased Real Property Schedule 3.1(f) Liens and Encumbrances Schedule 3.1(g) Material Contracts Schedule 3.1(h) Legal Proceedings Schedule 3.1(i) Employees Schedule 3.1(j) Intellectual Property Schedule 3.1(k) Government Licenses, Permits and Related Approvals Schedule 3.1(l) Conduct of Business in Compliance with Regulatory Requirements Schedule 1.01(d3.1(m) Specified Account Debtors Employee Benefit Plans and Arrangements Schedule 1.01(e3.1(n) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Environmental Matters Schedule 3.19 3.1(p) Tax Matters Schedule 3.1(q) Absence of Changes or Events Schedule 3.1(r) Absence of Undisclosed Liabilities Schedule 3.1(s) Material Customers Schedule 3.1(t) Insurance Schedule 3.21 Acquisition Documents and Material Debt 3.2(c) Governmental Approvals or Notice; Conflicts with Instruments Schedule 3.24 Location 3.2(f) Buyer Capitalization Schedule 5.6 Leave of Material Inventory Absence Employees Schedule 4.01(g) Local and Foreign Counsel 5.7 Noncompetition Schedule 4.01(l) Sources and Uses 6.3 Consents Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management 11.9 Knowledge of Parent EXHIBITS Exhibit A Form of Administrative Questionnaire Management Restrictive Covenants Agreements Exhibit B Form Subordinated Loan Agreement Exhibit C Warrant Exhibit D Agreed Accounting Principles Exhibit E Financing Commitments Exhibit F Operating Agreement Exhibit G Xxxx of Sale, Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Transition Services Agreement Exhibit I Form of Lender Addendum Trademark Assignment Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Intercreditor Agreement Exhibit M-2 Form K Escrow Agreement ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT February 4, 2008 (this “Agreement”), dated as of July 6among XXXXXX HIGHLAND GROUP, 2007, is among NOVELIS INC., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerParent”), NOVELIS CORPORATIONXXXXXX GLOBAL RESOURCES HOLDINGS, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INC., a Delaware corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors and a wholly owned subsidiary of Parent (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing BankHoldings”), ABN AMRO BANK N.V.XXXXXX GLOBAL RESOURCES MANAGEMENT, acting through its Canadian branchINC., a Pennsylvania corporation and a wholly owned subsidiary of Holdings (“Management;” Parent, Holdings and Management are referred to herein collectively as Canadian issuing bank (in such capacity, “Canadian Issuing BankSellers”), ABN AMRO BANK N.V.SYSTEM ONE HOLDINGS, as swingline lender LLC, a Delaware limited liability company (in such capacity, “U.S. Swingline LenderBuyer”), ABN AMRO BANK N.V.and, as administrative agent (in such capacity, “Administrative Agent”) solely for the Lenderspurposes of Section 5.11, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCXxxx Xxxxxxx., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1 Knowledge of the Companies Schedule 1.2 Knowledge of Buyer Schedule 2.2(b) Refinancing Indebtedness to Be Repaid Expense Budget 4th Quarter 2007 Schedule 1.01(b4.2 Sellers’ Beneficial and Record Ownership of Shares Schedule 5.3 Consents and Approvals Schedule 5.4(a) Subsidiary Guarantors Capital Stock Schedule 1.01(c5.4(b) Applicable Jurisdiction Requirements Debt Obligations Schedule 1.01(d5.6(a) Specified Account Debtors Permitted Accounting Practices of AA-BIC Schedule 1.01(e5.7(a) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Legal Proceedings Schedule 3.17 Pension Matters 5.9(a) Absence of Certain Changes Schedule 3.19 5.10(a) Compliance with Applicable Laws Schedule 5.10(b) Insurance Licenses and Products Schedule 3.21 Acquisition Documents 5.10(c) Insurance Company Permits Schedule 5.11 RMA and TDI Compliance Disputes Schedule 5.12 Filings Schedule 5.13(a) Insurance Agents Schedule 5.13(b)(i) Standard Form of Agreement with Agents Schedule 5.13(b)(ii) Agent Fees Schedule 5.13(b)(iii) Other Agency Agreements Schedule 5.13(b)(iv) Agents with Binding Authority Schedule 5.16(b) Exceptions to Underwriting Guidelines Schedule 5.17(i) Reinsurance and Retrocession Agreements Schedule 5.17(ii) Reinsurance Audit Reports Schedule 5.18(a) Material Debt Instruments Contracts Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b5.18(b) Certain Subsidiaries Company Contracts Schedule 5.16 Post-Closing Covenants 5.19(a) Intellectual Property Schedule 6.01(b5.19(g) Existing Indebtedness Employee Restrictive Agreements Schedule 6.02(c5.20(a) Existing Liens Real Property Schedule 6.04(b5.20(b) Existing Investments Leased Real Properties Schedule 9.01(b5.21 Encumbrances Schedule 5.24(f) Cash Management EXHIBITS Exhibit A Form Certain Transactions Schedule 5.25(a) Benefit Plans Schedule 5.26(a) Employees Schedule 5.28(a) Related Party Transactions Schedule 5.31 Insurance Policies Schedule 5.32 Bank Accounts Schedule 6.3 Consents and Approvals Schedule 7.1 Conduct of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Business Schedule 9.1(f) Contract Employees STOCK PURCHASE AGREEMENT This CREDIT AGREEMENT (this “Agreement”)STOCK PURCHASE AGREEMENT, dated as of July 6September 7, 2007, is by and among NOVELIS INC.Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxxxx Xxxx (each a corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerSeller,” and collectively “Sellers”), NOVELIS CORPORATIONARMtech, Inc., a Texas corporationcorporation (“ARMtech”), ARMtech Holdings, Inc., a Delaware corporation (“ARMtech Holdings”), ARMtech Insurance Services, Inc., a Texas corporation (“ARMIS”), American Agri-Business Insurance Company, a Texas corporation (“AA-BIC”), and Endurance U.S. Holdings Corp., a Delaware corporation (“Buyer”). For purposes of this Agreement, ARMtech, ARMtech Holdings, AA-BIC and ARMIS are sometimes referred to individually as the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. BorrowerCompany” and, collectively, the “Initial U.S. BorrowersCompanies”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1 Distribution Centers Schedule 1.2 Restricted Business Excluded Countries Schedule 1.3 Non-Shared Contracts Schedule 1.4 Transferred Entities Schedule 1.5 Extended Requirements Brands Schedule 1.6(a)(i) Refinancing Indebtedness Cereal Brands Schedule 1.6(a)(ii) Granola Brands Schedule 1.6(a)(iii) Cereal Bites Brands Schedule 1.6(a)(iv) Cookies Brands Schedule 1.6(a)(v) Core Brands Schedule 1.6(b) WKKC Licensing Arrangements Schedule 1.7 Excluded WKKC Contracts Schedule 1.8 Certain WKKC Contracts Schedule 1.9 Distribution Centers Fully Subleased to Be Repaid WKKC Schedule 1.01(b2.1(a) Subsidiary Guarantors Internal Reorganization Step Plan Schedule 1.01(c2.2(a)(iv) Applicable Jurisdiction Requirements WKKC Owned Real Property Schedule 1.01(d2.2(a)(vi) WKKC Permits Schedule 2.2(a)(viii) WKKC Tangible Personal Property Schedule 2.2(a)(xiii) WKKC Information Technology Schedule 2.2(a)(xvi) WKKC Data Schedule 2.2(a)(xvii) Certain WKKC Assets Schedule 2.2(b)(v) Certain Kellanova Assets Schedule 2.3(a)(vii) Certain WKKC Liabilities Schedule 2.3(a)(viii) Certain WKKC Claims Schedule 2.3(b)(v) Certain Kellanova Liabilities Schedule 2.7(b) Surviving Intercompany Agreements Schedule 3.2(c) Directors and Officers Schedule 4.3(e) Specified Account Debtors Kellanova Information Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters 10.9 Allocation of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents Certain Costs and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Expenses EXHIBITS Exhibit A Form of Administrative Questionnaire Amended and Restated Certificate of Incorporation of WKKC Exhibit B Form of Assignment Amended and Assumption Restated Bylaws of WKKC Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Distribution Center Sublease Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT SEPARATION AND DISTRIBUTION AGREEMENT This CREDIT AGREEMENT SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•], 2023 (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC.by and between Xxxxxxx Company, a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerKellanova”), NOVELIS CORPORATIONand WK Xxxxxxx Co, a Texas corporationDelaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party”, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersParties”), NOVELIS UK LTD, a limited liability company incorporated under . Capitalized terms used herein and not otherwise defined shall have the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 respective meanings assigned to it them in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).I.

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness Assigned Contracts Schedule 1.1(b) Tangible Personal Property Schedule 1.1(c) Leasehold Interests Schedule 1.1(h) Employee Benefit Plans Schedule 1.1(i) Insurance Policies Schedule 1.2(e) Excluded Accounts and Notes Receivable Schedule 1.2(f) Certain Excluded Assets Schedule 1.4(a) Excluded Intercompany Liabilities Schedule 1.4(e) Certain Excluded Liabilities Schedule 2.2(a) Working Capital Adjustments Schedule 2.2(b) Working Capital Statement Schedule 4.5(a) Permitted Public Announcement Schedule 4.9(a)(i) Website Transition Services Schedule 4.12(b)(1) Process for Deleting Company Customer List from TeenBase Schedule 4.12(b)(2) Permitted Cross-marketing Activities Disclosure Schedule Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to Be Repaid the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. iv INDEX TO DEFINED TERMS Accountant’s Working Capital 2.2(d) Acquired Assets 1.1 Acquisition Proposal 4.4(a) Actions 3.1(i) Adjustment Notice 2.2(c) Affiliate 6.1(a) Agreement Preamble Assigned Contracts 1.1(a) Assumed Liabilities 1.3 Assumed Plan 4.6(b) Business Day 1.5 Buyer Preamble Buyer Event of Indemnification 6.2(a) Buyer Indemnified Persons 6.1(c)(i) Buyer Indemnifying Persons 6.1(d)(ii) Closing 1.5 Closing Date 1.5 COBRA Coverage 3.1(k)(iii) Code 3.1(e) Company Preamble Company Business 4.10 Company Contracts 3.1(h) Company Customer List 4.12(b) Company Employee 4.6(a) Company Event of Indemnification 6.2(b) Company Indemnified Persons 6.1(c)(ii) Company Indemnifying Persons 6.1(d)(i) Company Intellectual Property 3.1(g) Continuing Employee 4.6(a) Contracts 3.1(h) Current Assets 2.2(a)(i) Current Liabilities 2.2(a)(ii) Damages 1.1(g) Dan’s House File 4.12(b) Deposit 2.1 Disclosure Schedule 1.01(b3.1 Dispute Notice 2.2(d) Subsidiary Guarantors Schedule 1.01(cEmployee Benefit Plans 3.1(k)(i) Applicable Jurisdiction Requirements Schedule 1.01(dEncumbrance 3.1(c) ERISA 3.1(k)(i) Escrow Agent 2.1 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Escrow Agreement 2.1 Estimated Working Capital 2.2(b) Event of Indemnification 6.1(b) Excluded Assets 1.2 Excluded Liabilities 1.4 Final Working Capital 2.2(d) Governmental Authority 3.1(c) Governmental Permits 3.1(j)(ii) Income Tax 3.1(e) Income Tax Return 3.1(e) Indemnified Persons 6.1(c) Indemnifying Persons 6.1(d) Independent Accountant 2.2(d) Intellectual Property 3.1(g) IRS 3.1(e) Licensed Intellectual Property 3.1(g) Losses 6.1(e) Material Adverse Change 3.1(d) Material Adverse Effect 3.1(a) Member Preamble Members Preamble Notice of Claim 6.4(a) Other Pre-Closing Tax Returns 4.7(a)(ii) Outside Date 7.1(b) Owned Intellectual Property 3.1(g) Parent Preamble Parent GAAP 2.2(a)(i) Permitted Encumbrances 3.1(f) Person 3.1(g) Promissory Note 2.1 Public Announcement 4.5(a) Purchase Price 2.1 Related Agreements 3.1(c) Representatives 4.4(a) Revised Working Capital 2.2(c) Shared Customer List 4.12(b) Specified Account Debtors Schedule 1.01(eSales and Use Tax Returns 3.1(e) Excluded Collateral Subsidiaries Schedule 1.01(fStraddle Period 4.7(a)(ii) Immaterial Subsidiaries Schedule 1.01(gSuperior Proposal 4.4(a) Specified Holders Schedule 1.01(hSurvival Date 6.6 Tax 3.1(e) Participating Specified Foreign Currency Lenders Schedule 1.01(iTax Audit 4.7(c) AgentTax Dispute Accountants 4.7(b) Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s Account Schedule 2.18 Existing Letters application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders 1934. vi Tax Proceeding 4.7(d) Tax Return 3.1(e) Taxes 3.1(e) TeenBase 4.12(b) Third Party Claim 6.5 Trademark Assignment 1.6(b) Trademarks 3.1(g) Transfer Documents 1.6 Transferred Books and Records 1.1(i) Website 4.9(i) Working Capital 2.2(a)(iii) Working Capital Statement 2.2(b) Working Capital Target 2.2(a)(iv) Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT 1934. ASSET PURCHASE AGREEMENT This CREDIT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 6May 31, 20072005, is made by and among NOVELIS DAN’S COMPETITION, LLC, a Delaware limited liability company (the “Company”), ALLOY, INC., a Delaware corporation formed under and the Canada Business Corporations Act indirect parent of the Company (“Parent”), XP INNOVATION LLC, an Indiana limited liability company (the “Canadian BorrowerBuyer”)) and SXXXXX XXXXXX, NOVELIS CORPORATIONWXXXXXX XXXXXXXXXX and DXXXXX XXXXXX, a Texas corporation, and the other U.S. subsidiaries sole members of the Canadian Borrower signatory hereto as borrowers Buyer (each, an a “Initial U.S. BorrowerMember” and, and collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersMembers”).

Schedules. Schedule 1.01(a1.1 - Defined Terms Schedule 3.1(d) Refinancing Indebtedness - Seller's Litigation Schedule 3.1(e) - Required Consents and Approvals - Seller Schedule 3.1(f) - Seller's Compliance with Laws Schedule 3.2(d) - Company Litigation Schedule 3.2(e) - Required Consents and Approvals - Company Schedule 3.2(f) - Matters Relating to Be Repaid the Shares Schedule 1.01(b3.2(g) Subsidiary Guarantors - Company Financial Statements Schedule 1.01(c3.2(i) Applicable Jurisdiction Requirements - Current Company Accounts Receivable Schedule 1.01(d3.2(j) Specified Account Debtors - Material Changes Schedule 1.01(e3.2(l)(iii) Excluded Collateral Subsidiaries - Company Tax Returns Schedule 1.01(f3.2(o) Immaterial Subsidiaries - Company Insurance Policies Schedule 1.01(g3.2(p) Specified Holders - Company Compliance with Laws Schedule 1.01(h3.2(q) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension - Company Employee Matters Schedule 3.19 Insurance 3.2(r) - Employee Benefit Matters Schedule 3.21 Acquisition Documents 3.3(f) - Preferential Purchase Rights; Consents to Assignment-Assets Schedule 3.3(j) - Environmental Matters Schedule 3.3(l) Contracts Not Terminable Upon 30 Days Notice Schedule 3.3(m) - Imbalances and Material Debt Instruments Similar Matters Schedule 3.24 Location 3.3(o) - AFEs; Commitments for Expenditures Schedule 3.3(p) - Drilling Obligations Schedule 3.3(q) - Areas of Material Inventory Mutual Interest and Similar Matters Schedule 4.01(g3.3(r) Local and Foreign - Company Hedges Schedule 4.1(j)(iix) - Xuyer Outstanding Securities Schedule 4.1(j)(iv) - Buyer's Subsidiary Schedule 4.1(l) - Buyer Adverse Event or Liability Schedule 4.1(m) - Buyer's Outstanding Indebtedness Schedule 8.3(h) - Seller's Opinion of Counsel Schedule 4.01(l8.3(j) Sources and Uses - Buyer's Opinion of Counsel Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management 9.1 - Working Capital Methodology EXHIBITS -------- Exhibit A Form of Administrative Questionnaire - Assets Exhibit A-1 - Leases Exhibit A-2 - Wells; Working Interests xxx Xet Revenue Interests; Allocated Values Exhibit A-3 - Real Property Interests Exhibit A-4 - Contracts Exhibit B Form - Terms of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Registration Rights Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT STOCK PURCHASE AND SALE AGREEMENT This CREDIT THIS STOCK PURCHASE AND SALE AGREEMENT (this “"Agreement”), dated ") is executed as of July 6this 22nd day of May, 20072008, is among NOVELIS INC.by Voyager Gas Holdings, a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATIONL.P., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers limited partnership (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”"Seller"), NOVELIS UK LTDVoyager Gas Corporation, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 Delaware corporation (the “U.K. Borrower”"Company"), and NOVELIS AGABC Funding, Inc., a stock Nevada corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Buyer").

Schedules. Schedule 1.01(a1.1 — Pro Rata Percentage Schedule 1.3 — Company Indebtedness Schedule 3.1 — Purchased Shares and Options Owned by Each Seller Schedule 3.4(b) Refinancing Indebtedness to Be Repaid — Closing Statement Schedule 1.01(b4.3(a) Subsidiary Guarantors — Conflicts Schedule 1.01(c4.3(b) Applicable Jurisdiction Requirements — Third-Party Consents Schedule 1.01(d4.4(a) Specified Account Debtors — Authorized and Outstanding Stock Schedule 1.01(e4.4(b) Excluded Collateral — Issuance and Disposition of Stock Schedule 4.4(c) — Existence; Capitalization of Subsidiaries Schedule 1.01(f4.5 — Financial Statements Schedule 4.6 — Undisclosed Liabilities Schedule 4.7 — Absence of Certain Developments Schedule 4.8 — Taxes Schedule 4.9(a)(i) Immaterial Subsidiaries — Currently Owned Real Property Schedule 1.01(g4.9(a)(ii) Specified Holders — Previously Owned Real Property Schedule 1.01(h4.9(b)(i) Participating Specified Foreign Currency Lenders — Currently Leased Real Property Schedule 1.01(i4.9(b)(ii) Agent’s Account — Previously Leased Real Property Schedule 2.18 Existing Letters of Credit 4.10 — Tangible Personal Property Schedule 2.20 Canadian Lenders 4.11(c) — Intellectual Property Schedule 2.21 Lenders to Swiss Borrower 4.11(d) — Licenses Schedule 3.06(c4.12 — Material Contracts Schedule 4.13(a) Violations or Proceedings — Employee Benefit Plans Schedule 3.17 Pension 4.13(f) — Pending Actions Schedule 4.13(h) — Additional Benefits Schedule 4.14 — Employees Schedule 4.15 — Litigation Schedule 4.16 — Compliance with Laws; Permits Schedule 4.17 — Environmental Matters Schedule 3.19 4.19 — Insurance Policies Schedule 3.21 Acquisition Documents 4.20 — Related Party Transactions Schedule 4.21 — Customers and Material Debt Instruments Suppliers Schedule 3.24 Location of Material 4.22 — Inventory Schedule 4.01(g4.23(a), (b) Local and Foreign Counsel (c) — FDA/USDA/FTC Product Matters; Product Claims Schedule 4.01(l4.24(a) Sources — Consumer Programs Schedule 4.24(b) — Trade Programs Schedule 5.3 — Conflicts Schedule 5.4 — Ownership of Purchased Shares Schedule 6.3(b) — Buyer Third Party Consents Schedule 7.2(a) — Conduct of Business Schedule 7.2(b) — Restricted Conduct Schedule 7.2(b)(v) — Permitted Exceptions and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS 11.15 — Employment and Severance Agreements Exhibits Exhibit A Form of Administrative Questionnaire Financial Statements Certificate Exhibit B Form Amended Item 10 of Assignment and Assumption Schedule 4.13(h) Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Amended Schedule 1.1 PURCHASE AGREEMENT This CREDIT AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”) is made as of April 23, 2014 by and among (i) American Capital Equity I, LLC, a Delaware limited liability company (“ACE I”), (ii) American Capital Equity II, LP, a Delaware limited partnership (“ACE II”), (iii) American Capital, Ltd., (together with ACE I and ACE II, “ACAS”), (iv) Xxxxxx XxXxxxx, (v) Xxxxx Xxxx and (vi) Xxxxxxxxx Xxxxxxx ((i)-(vi) collectively, the “Sellers”), (vii) BCCK Holdings, Inc. a Delaware corporation (the “Company”), (viii) American Capital Ltd., as Sellers’ Representative (“Seller Representative”), and (ix) B&G Foods North America, Inc., a Delaware corporation (“Buyer”), and amends and restates that certain Purchase Agreement, dated as of July 6April 3, 20072014, is by and among NOVELIS INC.the Sellers, a corporation formed under the Canada Business Corporations Act Company, Seller Representative and Buyer (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative AgentPrior Agreement”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCits entirety., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(aA Stock Ownership Schedule 1(a)(iii) Refinancing Indebtedness to Be Repaid Other Contract Obligations Delegated Schedule 1.01(b1(a)(iv) Subsidiary Guarantors Liabilities Assumed by Purchaser Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e1(d) Excluded Collateral Subsidiaries Liabilities Schedule 1.01(f1(f)(i) Immaterial Subsidiaries Contracts Schedule 1.01(g1(f)(ii) Specified Holders Computer Software and Programs Schedule 1.01(h1(f)(iii) Participating Specified Foreign Currency Lenders Tangible Personal Property Schedule 1.01(i1(f)(v) Agent’s Account Office Equipment Leases Schedule 2.18 Existing Letters of Credit 2.3(b) Subsequent Payment Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c2.3(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Adjustment Schedule 6.01(b4.1(d) Existing Indebtedness No Violations or Breaches Schedule 6.02(c4.1(e) Existing Required Consents or Authorizations Schedule 4.2(a) Company Securities Schedule 4.4 Real Property Owned or Leased Schedule 4.5 Intellectual Property; Licenses Schedule 4.6 Labor Matters Schedule 4.7 Customers Schedule 4.8 Compliance with Laws Schedule 4.9(a) Material Contracts Schedule 4.9(b) Status of Material Contracts Schedule 4.10 Taxes Schedule 4.11 Employee Benefit Plans Schedule 4.12 Material Adverse Changes Schedule 4.15 Bank Accounts, Etc. Schedule 4.16 Insurance Schedule 4.17 Recent Operations Schedule 4.20 Litigation Schedule 4.23 Affiliate Transactions Schedule 5.2 Purchaser Securities Schedule 7.3(b) Conduct of Company's Business: Indebtedness, Loans, Pledges Schedule 7.3(e) Conduct of Company's Business: Liens Schedule 6.04(b7.8 Employees Responsible for Accounts Receivable Collection Schedule 8.3(f) Existing Investments Individuals to be Subject to Employment Agreements Schedule 9.01(b) Cash Management EXHIBITS Exhibit 12.9 Notices ATTACHMENTS Attachment A Form of Administrative Questionnaire Exhibit Escrow Agreement Attachment B Form of General Assignment and Assumption Exhibit Bill of Sale Attachment C Form of Borrowing Request Exhibit Assumption Agreement Attachment D Form of Compliance Certificate Exhibit Employment Agreement Attachment E Form of Interest Election Request Exhibit Stockholder Non-Competition and Confidentiality Agreement Attachment F Form of Joinder Management Non-Competition and Confidentiality Agreement Exhibit Attachment G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Put Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1 Corporations; Membership Interests Schedule 3.2(b) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c4.1 States Where Licensed To Do Business Schedule 4.3 Governmental and Third Party Consents Schedule 4.4(b) Existing Liens Ownership of Equity Interests by the Company Schedule 6.04(b4.5 Ownership of Equity Interests by the Sellers Schedule 4.10 Leased Real Property Schedule 4.11 Owned Tangible Personal Property; Leases of Personal Property Schedule 4.14 Intellectual Property; Royalties and Fees Schedule 4.15(a) Existing Investments Contracts Schedule 9.01(b4.15(f) Cash Management Complaints, Repricings, Givebacks or Discounts Schedule 4.16 Permits Schedule 4.17(a) Insurance Policies Schedule 4.17(b) Insurance Claims Schedule 4.18(a) Employee Benefit Plans Schedule 4.18(s) Foreign Plans Schedule 4.20 Capital Expenditures not yet Completed; Cost Estimate To Complete Schedule 4.21(a) Tax Returns After January 1, 1998 Schedule 4.21(b) Tax Audits After January 1, 1998; Deficiencies from Any Tax Audit Being Contested Schedule 4.21(c) Tax Consulting Services Schedule 4.22 Product Liability Claims Pending or Threatened Schedule 4.23(g) Environmental Reports Schedule 4.24(a) Insurance Deductibles Schedule 4.26 Bank Accounts Schedule 4.30 Contracts with Customers and Suppliers Schedule 6.6 Permitted Use of Name Schedule 6.7 Contracts To Remain Outstanding Schedule 6.10 Permitted Distributions Schedule 6.11(j) Tax Liabilities Schedule 13.3 Notice Information for Sellers EXHIBITS -------- Exhibit A Form of Administrative Questionnaire Stockholder Approval Agreement Exhibit B Form of Assignment and Assumption Non-Compete Agreement Exhibit C Form of Borrowing Request Registration Rights Agreement Exhibit D Form of Compliance Certificate Stockholders Agreement Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Warrant AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK AND PLAN OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).MERGER ----------------------------

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness Seller Persons with Knowledge Schedule 1.1(b) Purchaser Persons with Knowledge Schedule 2.1(b) Equipment Schedule 2.1(c) Inventory Schedule 2.1(d) Assigned IP Assets Schedule 2.1(f) Assigned Agreements Schedule 2.1(g)(i) Material Permits Schedule 2.1(g)(ii) Other Permits Schedule 2.1(h) Insurance Policies Schedule 2.1(j) Claims and Causes of Action Against Third Parties Schedule 2.1(m) Real Property Schedule 2.1(p) Transferred Bank Accounts Schedule 3.1 Organization and Qualification of Seller Schedule 3.4 Absence of Certain Changes or Events Schedule 3.5 Litigation and Liabilities Schedule 3.6(a) Liens Schedule 3.6(b) Health Status Reports Schedule 3.6(c) Ground Facilities Schedule 3.7 Licenses and Registrations; Compliance with Laws Schedule 3.8(a)(i) Owned Intellectual Property Schedule 3.8(a)(ii) IP Licenses and Licensed IP Schedule 3.8(c)(i) Intellectual Property Claims Schedule 3.8(c)(ii) Infringement by Seller on Intellectual Property of Third Parties Schedule 3.8(c)(iii) Interference with Seller’s Intellectual Property Schedule 3.8(d) Persons Waiving Rights to Be Repaid SI Intellectual Property Schedule 1.01(b3.9 Non-Contravention Schedule 3.10 Consents and Approvals Schedule 3.11 Employee Benefits; ERISA Schedule 3.12 Insurance Schedule 3.13(a) Subsidiary Guarantors Contracts Schedule 1.01(c3.13(c) Applicable Jurisdiction Requirements Defaults Under Contracts Schedule 1.01(d3.14 Environmental Contracts Schedule 3.15 Taxes TABLE OF CONTENTS (Continued) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings 3.16 Satellite Coordination Agreements Schedule 3.17 Pension Matters Liabilities Schedule 3.18(a) Owned Real Property Schedule 3.18(b) Leased Real Property Schedule 3.19 Insurance Labor Issues Schedule 3.21 Acquisition Documents 3.21(a)-(e) Government Contracts Schedule 3.22 Government Furnished Equipment Schedule 4.2 Authorizations and Material Debt Instruments Consents Schedule 3.24 Location 4.3 Governmental Consents Schedule 5.1 Conduct of Material Inventory Operations Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form 5.7 Transferred Employees ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT September 15, 2005 (this the “Agreement”), dated as of July 6, 2007, is by and among NOVELIS INC.Space Imaging LLC, a corporation formed under the Canada Business Corporations Act Delaware limited liability company (the “Canadian BorrowerSeller”), NOVELIS CORPORATIONand OrbImage Holdings, Inc., a Texas corporationDelaware corporation and OrbImage, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Inc., a Delaware corporation (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersPurchaser”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Debt-Like Items Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e1.1(b) Excluded Collateral Assets Schedule 1.1(c) Permitted Liens Schedule 1.1(d) Retained Liabilities Schedule 4.2 Capitalization; Subsidiaries Schedule 1.01(f4.3 No Conflict; Required Filings and Consents Schedule 4.4 Financial Statements Schedule 4.5 Taxes Schedule 4.6(b) Immaterial Subsidiaries Sufficiency of Assets Schedule 1.01(g) Specified Holders 4.7 Leased Real Property Schedule 1.01(h) Participating Specified Foreign Currency Lenders 4.8 Compliance with Laws Schedule 1.01(i) Agent’s Account 4.11 Permits Schedule 2.18 Existing Letters of Credit 4.12 Employee Benefit Plans Schedule 2.20 Canadian Lenders 4.13 Material Contracts Schedule 2.21 Lenders to Swiss Borrower 4.14 Customers and Suppliers Schedule 3.06(c) Violations or 4.15 Legal Proceedings Schedule 3.17 Pension 4.16(a) Company Intellectual Property Schedule 4.16(b) Licensed Intellectual Property Schedule 4.17 Insurance Schedule 4.18 Labor and Employee Matters Schedule 3.19 Insurance 4.19 Environmental Matters Schedule 3.21 Acquisition Documents 4.20 Conduct of Business Schedule 4.23 No Undisclosed Liabilities Schedule 4.24 Affiliate Transactions Schedule 4.25 Intercompany Accounts Schedule 5.4 No Conflict; Required Filings and Material Debt Instruments Consents Schedule 3.24 Location 7.1 Interim Operations of Material Inventory the Company Schedule 4.01(g7.9(b) Local Canadian Business Employees Schedule 7.20 Dissolution ANNEXES Annex I Definitions Annex II Illustration of Working Capital and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Accounting Principles EXHIBITS Exhibit A Form of Administrative Questionnaire Equity Transfer Documents Exhibit B Form Xxxx of Assignment and Assumption Sale Exhibit C Form of Borrowing Request Assignment & Assumption Agreement Exhibit D Form of Compliance Certificate Transition Services Agreement Exhibit E Form of Interest Election Request Put Option Agreement Exhibit F Form of Joinder Adherence Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT for Coltec France EQUITY AND ASSET PURCHASE AGREEMENT This CREDIT THIS EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”), ) is dated as of July 6October 12, 20072021, is by and among NOVELIS INC.EnPro Holdings, Inc., a North Carolina corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerEnPro Holdings”), NOVELIS CORPORATIONCompressor Products Holdings Limited (UK), a Texas corporation, private limited company incorporated in England and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Wales (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersUK Seller”), NOVELIS UK LTDEnPro Hong Kong Holdings Company Limited, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 Hong Kong Special Administrative Region of the People’s Republic of China (the “U.K. BorrowerEnPro Hong Kong”), and NOVELIS AGXxxxxxx GmbH, a stock corporation (AG) limited liability company organized under the laws of Switzerland Germany (the “Swiss BorrowerXxxxxxx Germany” andand collectively with EnPro Holdings, together with the Canadian Borrower, the U.S. Borrowers, UK Seller and the U.K. BorrowerEnPro Hong Kong, the “BorrowersEquity Sellers” and each an “Equity Seller”), AV ALUMINUM INC.Compressor Products International Canada, a Inc., an Alberta 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative AgentCPI Canada”), and ABN AMRO INCORPORATED Xxxxxxx of Canada Ltd., an Ontario corporation (“Garlock Canada” and, collectively with CPI Canada, the “Asset Sellers” and UBS SECURITIES LLCeach an “Asset Seller”), Granite US Holdings Corporation, a Delaware corporation (“Buyer”), Granite Holdings II B.V., a limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat in Amsterdam and registered with the trade register of the chamber of commerce (handelsregister van xx Xxxxx van Koophandel) under number 74783238, as joint lead arrangers and joint bookmanagers Buyer guarantor (in such capacities, “ArrangersGranite Holdings”), and EnPro Holdings, in its capacity as Seller Representative (the “Seller Representative”). The Equity Sellers and the Asset Sellers are collectively referred to herein as the “Seller Parties” and each as a “Seller Party”.

Schedules. Schedule 1.01(a1.2(a)(iii) Refinancing Indebtedness - Board of Directors of Surviving Company Schedule 1.2(a)(iv) - Officers of the Surviving Company Schedule 1.4(c)(iv) - Surviving Derivative Securities Schedule 3.1(c) - Directors, Officers, Certificate Of Incorporation and Bylaws of TechSys Schedule 3.6 - Governmental Filings Schedule 3.7 - Rights To Use Assets Used In The Business of TechSys Schedule 3.9 - Litigation Involving The Purchasers Schedule 3.11 - Insurance Policies of TechSys Schedule 3.12 - Tax Matters of TechSys Schedule 3.13(a) - Contracts and Commitments of TechSys Schedule 3.13(e) - Affiliated Transactions Schedule 3.14(a) - Proprietary Rights of TechSys Schedule 3.14(c) - Required Consents to Be Repaid Assignment of Proprietary Rights Schedule 1.01(b3.15 - Employees of TechSys Schedule 3.16 - ERISA - TechSys Schedule 3.17(a) Subsidiary Guarantors - Ownership of Real Property of TechSys Schedule 1.01(c3.17(b) Applicable Jurisdiction Requirements - Leased Real Property of TechSys Schedule 1.01(d3.18(b) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters - Compliance With Laws For TechSys Schedule 3.19 Insurance - Product Warranty By TechSys Schedule 3.20 - Powers of Attorney On Behalf of TechSys Schedule 3.21 Acquisition Documents - TechSys Bank Accounts Schedule 3.22 - Cash, Cash Equivalent and Material Debt Instruments Collectibles Schedule 3.24 Location 4.1(a) - Jurisdictions of Material Inventory the Company Schedule 4.01(g4.1(b) Local - Directors, Officers, Certificate of Incorporation and Foreign Counsel Bylaws of the Company Schedule 4.01(l4.2(a) Sources - Capitalization Schedule 4.2(b) - Capitalization of Subsidiaries of the Company Schedule 4.3 - Authorizations of the Company Schedule 4.4 - Subsidiaries and Uses Investments of the Company Schedule 4.01(o)(iii4.5 - Financial Statements Schedule 4.6 - Additional Liabilities Schedule 4.7 - Rights to Use Assets Used in the Business of the Company Schedule 4.8 - Changes Since the Latest Company Balance Sheet Schedule 4.9 - Governmental Filings Schedule 4.10 - Matters of the Company Schedule 4.11(a) Title - Contracts and Commitments of the Company Schedule 4.11(e) - Affiliated Transactions Schedule 4.12(a) - Proprietary Rights of the Company Schedule 4.12(c) - Required Consents to Assignment of Proprietary Rights Schedule 4.13 - Litigation Schedule 4.14 - Brokerage Schedule 4.15 - Insurance Amounts Policies of the Company Schedule 5.11(b4.16 - Employees of the Company Schedule 4.17 - ERISA - the Company Schedule 4.18(a) - Ownership of Real Property of the Company Schedule 4.18(b) - Leased Real Property of the Company Schedule 4.19(b) - Compliance With Laws for the Company Schedule 4.20 - Product Warranty by the Company Schedule 4.21 - Powers of Attorney on Behalf of the Company Schedule 4.22 - The Company Bank Accounts Schedule 5.4(b) - Eligible Key Employees of the Company Schedule 5.6 - Grant of Certain Subsidiaries Warrants Schedule 5.16 Post-Closing Covenants 5.8 - Certain Stockholders of the Company Schedule 6.01(b5.11 - Allocation of TechSys Options to Certain Key Employees of TechSys Schedule 5.12 - Certain Stockholders of the Company Schedule 5.15 - Offer by the Company Schedule 5.27 - Additional TechSys Options Schedule 6.2(m) Existing Indebtedness - Resignations of Certain Directors and Officers of TechSys Schedule 6.02(c6.3(q) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form - Resignations of Administrative Questionnaire Exhibit B Form Certain Directors and Officers of Assignment and Assumption Exhibit C Form the Company AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER made as of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT April 5, 2001 (this “the "Agreement”"), dated as of July 6by and among TechSys, 2007, is among NOVELIS INC.Inc., a New Jersey corporation formed under having its principal office at 00 Xxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("TechSys"), Newco TKSS, Inc., a New Jersey corporation wholly-owned by TechSys having its principal office at 00 Xxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("Newco," and together with TechSys, the Canada Business Corporations Act "Purchasers") and Fuel Cell Companies, Inc., a Nevada corporation having its principal office at 000 Xxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, "Company," and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian BorrowerPurchasers, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Parties").

Schedules. Schedule 1.01(a2.02(b) Refinancing Indebtedness to Be Repaid Target Working Capital Amount Schedule 1.01(b2.04(c) Subsidiary Guarantors Assigned Contracts Schedule 1.01(c3.03(b) Applicable Jurisdiction Requirements Seller Consents Schedule 1.01(d3.03(c) Specified Account Debtors Seller Governmental Approvals Schedule 1.01(e3.04 Capitalization Schedule 4.02(b) Excluded Collateral Subsidiaries Company Consents Schedule 1.01(f4.03 Capitalization Schedule 4.04(a) Immaterial Subsidiaries OPNY LP Financial Statements Schedule 1.01(g4.04(b) Specified Holders Companies Financial Statements Schedule 1.01(h4.04(c) Participating Specified Foreign Currency Lenders June 30 Balance Sheets Schedule 1.01(i4.05(a) Agent’s Account Certain Company Liabilities Schedule 2.18 Existing Letters of Credit 4.05(b) Certain Developments Schedule 2.20 Canadian Lenders 4.06 Litigation Schedule 2.21 Lenders to Swiss Borrower 4.07 Compliance with Laws Schedule 3.06(c4.08 Material Contracts Schedule 4.08(c) Violations or Proceedings ConEd Indemnity Claims Schedule 3.17 Pension 4.09 Taxes Schedule 4.10(a) Employee Benefit Plans Schedule 4.10(c) Employee Benefit Matters Schedule 3.19 4.10(d) Company Plan Trigger Events Schedule 4.12 Environmental Matters Schedule 4.13(a) Intellectual Property Schedule 4.16 Insurance Policies Schedule 3.21 Acquisition Documents and Material Debt Instruments 4.17 Affiliate Transactions Schedule 3.24 Location 4.18 Permits Schedule 4.19(a) Sufficiency of Material Inventory Assets Schedule 4.01(g4.19(b) Local and Foreign Counsel Emissions Allowances Schedule 4.01(l5.03(c) Sources and Uses Buyer Governmental Approvals Schedule 4.01(o)(iii) Title Insurance Amounts 6.02 Certain Permitted Actions Schedule 5.11(b6.02(a)(iii) Certain Subsidiaries Interim Period Expenditures Schedule 5.16 Post-Closing Covenants 6.02(b)(iv) Permitted Capital Expenditures Schedule 6.01(b6.05(a) Existing Indebtedness Support Obligations Schedule 6.02(c6.06 Excluded Assets Schedule 6.07 Terminated Contracts Schedule 6.09 Scheduled Insurance Policies Schedule 6.14(c) Existing Liens Affiliate Employees Schedule 6.04(b6.14(i) Existing Investments Certain Retirees Schedule 9.01(b7.01(c) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Third Party Consents Schedule I-1 Seller’s Knowledge Persons Schedule I-2 Buyer’s Knowledge Persons Schedule I-3 Spare Parts PURCHASE AND SALE AGREEMENT This CREDIT AGREEMENT Purchase and Sale Agreement (this “Agreement”), ) dated as of July 6September 30, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act 2005 (the “Canadian BorrowerExecution Date”) is made and entered into by and between Orion Power Holdings, Inc., a Delaware corporation (“Seller”), NOVELIS CORPORATIONReliant Energy, Inc., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Delaware corporation (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerGuarantor”), and NOVELIS AGAstoria Generating Company Acquisitions, L.L.C., a stock corporation Delaware limited liability company (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersBuyer”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Investments Schedule 1.01(b1.1(b) Subsidiary Guarantors Liens Schedule 1.01(c2.1(a) Applicable Jurisdiction Lenders and Commitments Schedule 3.3 Patriot Act Information Schedule 3.6 Litigation Schedule 3.12 Subsidiaries; Joint Ventures; Partnerships Schedule 3.15 Taxes Schedule 3.16(a) Intellectual Property Schedule 3.16(b) Instruments and Tangible Chattel Paper Schedule 3.16(c) Deposit Accounts Schedule 3.16(d) Commercial Tort Claims Schedule 3.16(e) Pledged Equity Interests Schedule 3.16(f)(i) Mortgaged Properties Schedule 3.16(f)(ii) Other Collateral Locations Schedule 3.21 Collective Bargaining Agreements Schedule 5.12 Mortgage Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 5.17 Post-Closing Covenants Matters Schedule 6.01(b6.1(b) Existing Indebtedness Schedule 6.02(cExhibits Exhibit 1.1(a) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Account Designation Notice Exhibit B 1.1(b) Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F 1.1(c) Form of Joinder Agreement Exhibit G 1.1(d) Form of Landlord Access Agreement Notice of Borrowing Exhibit H 1.1(e) Form of LC Request Notice of Conversion/Extension Exhibit I 1.1(f) Form of Lender Addendum Bank Product Provider Notice Exhibit J 2.1(a) Form of Mortgage Funding Indemnity Letter Exhibit K-1 2.1(e) Form of U.S./European Revolving Loan Note Exhibit K-2 2.2(d) Form of Canadian Revolving Term Loan Note Exhibit K-3 2.4(d) Form of European Swingline Loan Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 2.16(a) Form of U.S. Security Agreement Tax Compliance Certificate Exhibit M-2 2.16(b) Form of Canadian Security Agreement U.S. Tax Compliance Certificate Exhibit M-3 2.16(c) Form of U.K. Security Agreement U.S. Tax Compliance Certificate Exhibit M-4 2.16(d) Form of Swiss Security Agreement U.S. Tax Compliance Certificate Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O 4.1(l) Form of Solvency Certificate Exhibit P 4.1(p) Form of Financial Condition Certificate Exhibit 5.2(b) Form of Officer’s Compliance Certificate Exhibit 6.1(d) Form of Global Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter THIS CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of July 6March 31, 20072021, is by and among NOVELIS INC.FLUENT, LLC, a corporation formed under the Canada Business Corporations Act Delaware limited liability company (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article Ias hereinafter defined), the LendersLenders (as hereinafter defined) and CITIZENS BANK, ABN AMRO BANK N.V.N.A., a national banking association, as U.S./European issuing bank administrative agent for the Lenders hereunder (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Revolving Loan Commitments Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d1.1(b) Specified Account Debtors Secured Debt Schedule 1.01(e1.1(d) Excluded Collateral Subsidiaries Private Label Credit Card Agreements Schedule 1.01(f2.1(b)(ii) Immaterial Subsidiaries Outstanding Secured Indebtedness Schedule 1.01(g3.5 Governmental Investigations Schedule 3.7 ERISA Schedule 3.9 Ownership of Property; Liens Schedule 3.10 Audits Schedule 3.11(a) Specified Holders Historical Financial Statements Schedule 1.01(h3.11(b) Participating Specified Foreign Currency Lenders Pro Forma Financial Statements Schedule 1.01(i3.11(d) Agent’s Account Prior Indebtedness Schedule 2.18 Existing Letters of Credit 3.11(e) Projections Schedule 2.20 Canadian Lenders 3.12 Environmental Schedule 2.21 Lenders to Swiss Borrower 3.15 Labor Relations Schedule 3.06(c) Violations or Proceedings 3.16 Intellectual Property Schedule 3.17 Pension Matters Certain Transaction Fees Schedule 3.18 Insurance Schedule 3.19 Insurance Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.20 Jurisdiction of Organization; Chief Executive Office Schedule 3.21 Acquisition Documents Locations of Inventory and Material Debt Instruments Books and Records Schedule 3.24 Location of Material Inventory 3.22 Deposit Accounts and Other Accounts Schedule 4.01(g) Local and Foreign Counsel 3.23 Government Contracts Schedule 4.01(l) Sources and Uses 3.25 Bonding; Licenses Schedule 4.01(o)(iii) Title Insurance Amounts 5.1 Liens Schedule 5.11(b) Certain Subsidiaries 5.4 Investments Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing 5.5 Indebtedness Schedule 6.02(c5.9(c) Existing Liens Contingent Obligations Schedule 6.04(b5.9(i) Existing Investments Schedule 9.01(b) Cash Management J. Xxxx Sale Contingent Obligations EXHIBITS Exhibit A 1.1(b) Form of Administrative Questionnaire L/C Request Exhibit B 1.1(c) Form of Swing Loan Request Exhibit 1.6 Form of Notice of Conversion/Continuation Exhibit 2.1 Closing Checklist Exhibit 4.2(b) Financial Statement Compliance Certificate Exhibit 11.1(a) Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R 11.1(b) Form of Borrowing Base Certificate Exhibit S 11.1(c) Form of Notice of Borrowing Exhibit 11.1(d) Form of Revolving Credit Facility Collateral Agent Appointment Letter Note Exhibit 11.1(e) Form of Swingline Note CREDIT AGREEMENT This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”), dated ) is entered into as of July 6April 7, 20072010, is by and among NOVELIS THE TALBOTS, INC., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian Company”), THE TALBOTS GROUP, LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Talbots Group”), TALBOTS CLASSICS FINANCE COMPANY, INC., a Delaware corporation (“Talbots Finance”) (the Company, the Talbots Group and Talbots Finance are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), NOVELIS the Company, as Borrower Representative, each other Person from time to time party hereto as a “Credit Party”, GENERAL ELECTRIC CAPITAL CORPORATION, a Texas corporationDelaware corporation (in its individual capacity, and “GE Capital”), as Agent for the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers several financial institutions from time to time party to this Agreement (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersLenders” and individually each a “Lender”), NOVELIS UK LTD, ) and for itself as a limited liability company incorporated under the laws of England and Wales with registered number 00279596 Lender (the “U.K. Borrower”including as Swingline Lender), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INCsuch Lenders., 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Adjusted Net Working Capital Calculations Schedule 1.01(b) Subsidiary Guarantors Fall 2010 RMEC Outage Schedule and Scope Schedule 1.01(c) Applicable Jurisdiction Requirements Post-Outage Operations Confirmation Schedule 1.01(d) Specified Account Debtors Sellers’ and the Company’s Knowledge Schedule 1.01(e) Excluded Collateral Subsidiaries Purchaser’s Knowledge Schedule 1.01(f) Immaterial Subsidiaries Permitted Liens Schedule 1.01(g3.03(c) Specified Holders Seller Approvals Schedule 1.01(h3.04 Liens on Interests Schedule 4.02 Conflicts; Consents and Approvals Schedule 4.02(c) Participating Specified Foreign Currency Lenders Third Party Consents Schedule 1.01(i4.04 Litigation Schedule 4.05(a) Agent’s Account Compliance with Laws Schedule 2.18 Existing Letters 4.05(b)(i) Permits Schedule 4.05(b)(ii) Compliance with Permits Schedule 4.06(a) Material Contracts Schedule 4.06(c) Validity and Enforceability of Credit Material Contracts Schedule 2.20 Canadian Lenders 4.07(a)(i) Owned Real Property Schedule 2.21 Lenders 4.07(a)(ii) Real Property Liens and Exceptions to Swiss Borrower Title Schedule 3.06(c4.07(a)(viii) Violations Pending Conditions or Proceedings Obligations Schedule 3.17 Pension 4.07(b)(i) Material Non-Real Estate Assets Schedule 4.07(b)(ii) Material Non-Real Estate Assets Liens Schedule 4.07(b)(iii) Major Maintenance and Repair Records for Material Non-Real Estate Assets Schedule 4.08(a) Material Benefit Plans Schedule 4.08(b) Material Employment Practices and Arrangements Schedule 4.09(a) Labor and Employment Matters Schedule 3.19 4.09(b) Major Independent Contractors Schedule 4.10 Environmental Matters Schedule 4.11(i) Insurance Policies Schedule 3.21 Acquisition Documents 4.11(ii) Insurance Claims Schedule 4.12(a) Tax Returns Schedule 4.12(b) Tax Claims and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b4.12(c) Existing Investments Tax Liabilities Schedule 9.01(b4.13(a) Cash Management EXHIBITS Exhibit A Form Intellectual Property Schedule 4.13(b) Material Licenses Schedule 4.18 Liabilities Schedule 4.19 Change in Circumstance Schedule 5.03(c) Purchaser Governmental Approvals Schedule 5.09 Purchaser Knowledge of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Breach

Schedules. The following Schedules are incorporated herein by reference and made part of this Agreement: Schedule 1.01(a) Refinancing Indebtedness to Be Repaid A Petroleum and Natural Gas Rights Part 1 – Birch Wavy/Alberta Other [Redacted] Part 2 – West Central/Lindbergh [Redacted] Schedule 1.01(b) Subsidiary Guarantors B Facilities Part 1 – Birch Wavy/Alberta Other [Redacted] Part 2 – West Central/Lindbergh [Redacted] Share Purchase Agreement Schedule 1.01(c) Applicable Jurisdiction Requirements C Claims and Related Disclosure Part 1 – Claims Part 2 – Certain Environmental Disclosure Part 3 – Production Imbalances Part 4 – Tax Audits [Redacted] Part 5 – Non-Compliance and Default [Redacted] Part 6 – PPSA Registrations Schedule 1.01(d) Specified Account Debtors D Contracts Part 1 – Change of Control Part 2 – Material Contracts Schedule 1.01(e) Excluded Collateral E Xxxxx Part 1 – Birch Wavy/Alberta Other [Redacted] Part 2 – West Central/Lindbergh [Redacted] Schedule F Outstanding AFEs Part 1 – Third Party Commitments [Redacted] Part 2 – Internal Commitments [Redacted] Schedule G DECL Shares Schedule H Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit Escrow Agreement Schedule J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit Sellers’ Opinions Schedule K Purchaser’s Opinions Schedule L Unaudited Financial Statements Schedule M Financial and Operating Statements Schedule N Form of Opinion of Company Counsel Exhibit Employee Matters Part 1 – Employee Plans (Sellers’ Reimbursement) Part 2 – Employee Plans (Purchaser Responsibility) Schedule O Form of Solvency Certificate Exhibit Transition Services Agreement Schedule P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Financial Assurances

Schedules. Schedule 1.01(a1-A Term Loan Commitments, and Lenders’ Lending Offices and Addresses Schedule 1-B Permitted Prior Liens Schedule 2.4.1 Lenders’ Percentages Schedule 7.7 Existing Liabilities Schedule 7.8 Taxes Schedule 7.10 Defaults under Real Property Leases Schedule 7.11 Intellectual Property Schedule 7.12 Government Investigations and Reviews Schedule 7.14 Communication Licenses Schedule 7.16 Litigation Schedule 7.17 Capital Expenditures Schedule 7.18 Employees Schedule 7.19 Plans Schedule 7.19(e) Refinancing Indebtedness to Be Repaid Benefits Schedule 1.01(b) Subsidiary Guarantors 7.20 Transactions with Affiliates Schedule 1.01(c) Applicable Jurisdiction Requirements 8.1 Payment of Taxes and Claims Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 8.3 Insurance Schedule 3.21 Acquisition Documents 8.15 Deposit Accounts Schedule 9.1(f) Existing Prepetition Lender Debt and Material Debt Instruments Indebtedness Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b9.1(g) Existing Indebtedness in respect of Performance, Surety, Statutory, Appeal or Similar Bonds Schedule 6.02(c9.1(h) Existing Operating Leases and Real Estate Leases Schedule 9.2 Existing Liens Schedule 6.04(b) 9.3 Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter 9.7 Environmental Matters Schedule 9.12 Bank Accounts SENIOR SECURED SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AGREEMENT This SENIOR SECURED SUPER PRIORITY PRIMING DEBTOR IN POSSESSION CREDIT AGREEMENT (this “Agreement”), dated is made as of July 6November 5, 20072008, is by and among NOVELIS WORLDSPACE, INC., a corporation formed under the Canada Business Corporations Act Delaware corporation, as a debtor and a debtor in possession, (the “Canadian BorrowerWorldSpace”), NOVELIS AFRISPACE, INC., a Maryland corporation, as a debtor and a debtor in possession (“AfriSpace”), WORLDSPACE SYSTEMS CORPORATION, a Texas Delaware corporation, as a debtor and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers a debtor in possession (each, an “Initial U.S. BorrowerSystems,” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, WorldSpace and the U.K. BorrowerAfriSpace, the “Borrowers”), AV ALUMINUM INCCITADEL ENERGY HOLDINGS LLC, a Cayman Islands limited liability company (“Citadel”), HIGHBRIDGE INTERNATIONAL LLC, a Cayman Islands limited liability company (“Highbridge”), OZ MASTER FUND, LTD., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors Cayman Islands limited liability company (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing BankOZ”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES SILVER OAK CAPITAL LLC, as syndication agent a Delaware limited liability company (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersSilver Oak”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness Knowledge of the Company Schedule 1.2 Permitted Encumbrances Schedule 4.3 Seller Defaults or Conflicts Schedule 4.4 Seller Governmental Authorizations or Consents Required Schedule 4.5 Seller Ownership of Company Schedule 5.2 Company Capitalization Schedule 5.3(a) Company Subsidiary Schedule 5.3(b) Investments Schedule 5.5 Company Defaults or Conflicts Schedule 5.6 Governmental Authorizations Required Schedule 5.8(a) Intellectual Property Rights Schedule 5.8(b) Exceptions to Be Repaid Intellectual Property Rights Schedule 1.01(b5.8(d) Subsidiary Guarantors Violation of Intellectual Property Rights Schedule 1.01(c5.10 Contracts Schedule 5.11 Litigation Schedule 5.12 Taxes Schedule 5.13 Permits Schedule 5.14(a) Applicable Jurisdiction Requirements Programs; Program Agreements Schedule 1.01(d5.14(b) Specified Account Debtors Third Party Payor Contracts Schedule 1.01(e5.15(a) Excluded Collateral Subsidiaries Pending Program Participations/Enrollments Schedule 1.01(f5.15(b) Immaterial Subsidiaries Pending Reimbursement Audits/Appeals Schedule 1.01(g5.16(e) Specified Holders Company Accreditations Schedule 1.01(h5.16(f) Participating Specified Foreign Currency Lenders Company Reimbursement Approvals Schedule 1.01(i5.16(g) Agent’s Account Health Care Audits Schedule 2.18 Existing Letters 5.17(a) Company Benefit Plans vi TABLE OF CONTENTS (Continued) Schedule 5.17(d) Multiemployer Plans Schedule 5.17(g) Acceleration Schedule 5.18 Environmental Compliance Schedule 5.20(a)(i) Owned Real Property Schedule 5.20(a)(ii) Owned Real Property – Title; Owned Property Leases; Options Schedule 5.20(a)(iv) Owned Real Property – Condition Schedule 5.20(b) Leased Real Property Schedule 5.21 Affiliate Transactions Schedule 5.22 Certain Changes or Events Schedule 5.24 Banks; Power of Credit Attorney Schedule 2.20 Canadian Lenders 6.3 Buyer Capitalization Schedule 2.21 Lenders to Swiss Borrower 6.5 Buyer Defaults or Conflicts Schedule 3.06(c) Violations or Proceedings 6.6 Authorizations and Consents Required by Buyer Schedule 3.17 Pension 7.1 Conduct of Business of the Company Schedule 7.11 Employee Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT 8.8 Required Consents STOCK PURCHASE AGREEMENT This CREDIT STOCK PURCHASE AGREEMENT is dated as of February 6, 2008 (this “Agreement”), dated as of July 6, 2007, is ) among NOVELIS INC.MBF Healthcare Acquisition Corp., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerBuyer”), NOVELIS CORPORATIONCritical Homecare Solutions Holdings, Inc., a Texas corporationDelaware corporation (the “Company”), Kohlberg Investors V, L.P., (the “Sellers’ Representative”) and the other U.S. subsidiaries stockholders of the Canadian Borrower signatory Company set forth on the signature pages hereto as borrowers (each, an together with the Sellers’ Representative, a “Initial U.S. BorrowerSeller” and, and collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersSellers”).

Schedules. Schedule 1.01(a1.5 Assumed Agreements Schedule 1.10 Builder Contracts Schedule 1.31 Excluded Assets Schedule 1.35 Fixed Assets Schedule 2.2(c) Refinancing Stock Recipients Schedule 2.6 Purchase Price Allocation Schedule 3.1 Jurisdictions Schedule 3.4 Approvals and Notices Required of Seller Schedule 3.5(a) Audited Financial Statements Schedule 3.5(b) Unaudited Financial Statements Schedule 3.5(f) Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors 3.6 Adverse Changes Schedule 1.01(c) Applicable Jurisdiction Requirements 3.7 Title Exceptions Schedule 1.01(d) Specified Account Debtors 3.11 Leased Real Estate Schedule 1.01(e) Excluded Collateral Subsidiaries 3.12 Taxes Schedule 1.01(f) Immaterial Subsidiaries 3.13 Employment Agreements Schedule 1.01(g) Specified Holders 3.14 Employment Matters Schedule 1.01(h) Participating Specified Foreign Currency Lenders 3.15 Employee Benefit Plans Schedule 1.01(i) Agent’s Account 3.16 Non-Competition Agreements Schedule 2.18 Existing Letters of Credit 3.17 Licenses and Permits Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or 3.18 Legal Proceedings Schedule 3.17 Pension 3.20 Compliance Exceptions Schedule 3.21 Environmental Matters Schedule 3.19 3.25 Intellectual Property Rights Schedule 3.26 Insurance Schedule 3.21 Acquisition Documents 3.27 Affiliated Transactions Schedule 3.28 Change of Control Provisions Schedule 3.29 Brokerage Fees Schedule 3.30 Customers, Suppliers and Material Debt Instruments Distributors Schedule 3.24 Location 4.4 Approvals and Notices Required of Material Inventory Buyer Schedule 4.01(g) Local 5.4 Closing Condition Consents Schedule 5.20 Releases and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Payoffs EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Agreement Exhibit B Bill of Sale Exhibit C Form of Borrowing Request Escrow Agreement Exhibit D Form Opinion of Compliance Certificate Selling Parties' Counsel Exhibit E Form of Interest Election Request Subscription Agreement Exhibit F Form of Joinder Buy/Sell Agreement Exhibit G Form of Landlord Access FIRPTA Certificate Exhibit H Employment Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Intellectual Property Assignment

Schedules. SCHEDULES Schedule 1.01(a1.1(a) Refinancing Indebtedness - Persons Constituting Sellers' Knowledge Schedule 1.1(b) - Persons Constituting Purchaser's Knowledge Schedule 1.1(c) - Employees Schedule 2.1(b) - Contracts Schedule 2.1(m) - Governmental and Non-Governmental Authorizations Schedule 2.2(h) - Excluded Fixtures and Equipment Schedule 2.2(j) - Excluded Intellectual Property Schedule 2.6(a)(i) - Unaudited Base Inventory Statement Schedule 2.6(a)(ii) - Accounting Methodology Schedule 3.3(a) - Governmental Consents and Approvals Schedule 3.3(b) - Other Material Consents and Approvals Schedule 3.6 - Financial Statements Schedule 3.7 - Litigation and Claims Schedule 3.8 - Compliance With Laws Schedule 3.9(a) - Transferred Registered Intellectual Property Schedule 3.9(b) - Exceptions to Be Repaid Title to Transferred Intellectual Property Schedule 1.01(b3.9(c) Subsidiary Guarantors - Infringements, Misappropriations and Violations Schedule 1.01(c3.9(d) Applicable Jurisdiction Requirements - Exceptions to Registration for Transferred Registered Intellectual Property Schedule 1.01(d3.10(b) Specified Account Debtors - Contract Defaults Schedule 1.01(e3.11 - Territorial Restrictions Schedule 3.12 - Absence of Changes Schedule 3.14 - Promotional Programs Schedule 3.15 - Real Property and Title to Property Schedule 3.16 - Material Labor Agreements; Collective Bargaining Agreements -iv- NY12528: 107491.4 Schedule 3.17(a) Excluded Collateral Subsidiaries - Benefit Plans Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension 3.18 - Environmental Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material - Inventory Schedule 4.01(g4.3 - Purchaser Consents and Approvals Schedule 5.3(c) Local and Foreign Counsel - Environmental Reports Schedule 4.01(l5.5(a) Sources and Uses - Collective Bargaining Agreements Schedule 4.01(o)(iii5.5(c) Title Insurance Amounts - Severance Benefits Schedule 5.11(b5.5(d) Certain Subsidiaries - Assigned Plans Schedule 5.16 Post-Closing Covenants 5.8(f) - Entity Name Changes Schedule 6.01(b5.11(a)(i) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A - Form of Administrative Questionnaire Exhibit B Notice to Distributors Schedule 5.11(a)(ii) - Brokers, Distributors and Wholesalers Schedule 5.11(f) - Continued Distributors Schedule 5.14(a) - Canadian Whisky Supply Agreement Term Sheet Schedule 5.14(b) - Lethbridge and Valleyfield Copack Agreement Term Sheet Schedule 5.14(c) - Interim Copack Agreements Term Sheet Schedule 5.14(d) - Grain Neutral Spirits Agreement Term Sheet Schedule 5.15(a) - Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Trademark License Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Schedule 5.15(b) - Shared Molds Schedule 5.17 - Unamortized Molds -v- NY12528: 107491.4 ASSET PURCHASE AGREEMENT This CREDIT AGREEMENT (this “Agreement”)------------------------ ASSET PURCHASE AGREEMENT, dated as of July 6February 21, 20071999, is by and among NOVELIS INC.Diageo Inc., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”"Diageo"), NOVELIS CORPORATIONUDV Canada Inc., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers corporation (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”"UDV Canada"), NOVELIS UK LTDUnited Distillers Canada Inc., a limited liability company incorporated under the laws of England Canadian corporation ("United Distillers Canada," and Wales together with registered number 00279596 (the “U.K. Borrower”Diageo and UDV Canada, "Sellers"), and NOVELIS AGCanandaigua Brands, Inc., a stock Delaware corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"Purchaser").

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Inventory Schedule 1.01(b2.5(a) Subsidiary Guarantors TETRA Contract Projects Schedule 1.01(c3.1 Foreign Jurisdiction Qualifications Schedule 3.2 Sellers Consents and Approvals Schedule 3.3(b) Applicable Jurisdiction Requirements TETRA Liens Schedule 1.01(d3.4(a) Specified Account Debtors Material Contracts Schedule 1.01(e3.4(b) Excluded Collateral Subsidiaries Contract Exceptions Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or 3.5 Legal Proceedings Schedule 3.17 Pension 3.6(a) Environmental Matters Schedule 3.19 Insurance 3.6(b) Environmental Permits Schedule 3.21 Acquisition Documents 3.7(a) Capitalization of the Companies Schedule 3.7(b) Rights in Respect of Equity Interests Schedule 3.8(a) Owned Real Property Schedule 3.8(b) Leased Real Property Schedule 3.9(a) Intellectual Property and Material Debt Instruments Licenses Schedule 3.24 Location of Material Inventory 3.9(b) Intellectual Property Status Schedule 4.01(g3.10(a) Local Employees Schedule 3.10(b) Consultants Schedule 3.10(c) Collective Bargaining Agreements Schedule 3.10(d) Employee Claims Schedule 3.10(e) Employment Arrangements Schedule 3.11(a) Benefit Plans Schedule 3.11(b)(iii) Welfare Benefits Schedule 3.11(b)(iv) Compensation or Benefits Schedule 3.12 Taxes Schedule 3.15 Related Party Transactions Schedule 3.18 Vessels and Foreign Counsel Barges Schedule 4.01(l) Sources 4.2 Buyer Consents and Uses Approvals Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management 5.9 Financial Assurances EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B – Form of Assignment and Assumption of TSB Shares Exhibit B – Form of Assignment of TAT Interests Exhibit C – Form of Borrowing Request Transition Services Agreement Exhibit D – Form of Compliance Certificate Co-Employer Agreement Exhibit E – Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form Release of Mortgage Exhibit K-1 Form EQUITY INTEREST PURCHASE AGREEMENT THIS EQUITY INTEREST PURCHASE AGREEMENT, dated as of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT February 28, 2018 (this “Agreement”), dated as of July 6is entered into by and among TETRA Technologies, 2007, is among NOVELIS INC.Inc., a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerTETRA”), NOVELIS CORPORATIONTETRA Production Testing Holding LLC, a Texas corporationDelaware limited liability company (“TETRA Holding”, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectivelytogether with TETRA, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerSellers”), and NOVELIS AGEpic Offshore Specialty, LLC, a stock corporation Delaware limited liability company (AG) organized under the laws of Switzerland (“Buyer”). The Sellers and Buyer are hereinafter collectively referred to as the “Swiss BorrowerParties” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., individually as U.S./European issuing bank (in such capacity, a “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCParty., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).” RECITALS

Schedules. Schedule 1.01(a1.1(a) Refinancing - Purchased Assets Schedule 1.1(b) - Accounts Receivable Schedule 1.2(c) - Excluded Assets – Contracts Schedule 1.2(d) - Excluded Assets – Other Assets Schedule 1.3 - Assumed Liabilities Schedule 2.3 - No Conflict Schedule 2.4 - Title, Sufficiency and Condition of Assets Schedule 2.5 - Financial Statements Schedule 2.7 - Legal Compliance Schedule 2.9(a) - Excluded IP Assets Schedule 2.10(a) - Agreements Schedule 2.10(b) - Health Care Professional Agreements Schedule 2.10(c) - Related Party Agreements Schedule 2.11 - Legal Proceedings Schedule 2.12 - NPIs Schedule 2.14 - Medical Staff Matters Schedule 4.6 - Transferred Employees Schedule 4.8 - Patents and Trademarks INDEX OF DEFINED TERMS Defined Term Section AAAASF 2.12(c) ACMIS Preamble Affiliate 2.10 Allocation Objection Notice 1.9(a) Allocation Resolution Period 1.9(a) Anniversary Vascular EBITDA 1.8(a)(v) Agreement Preamble Applicable Laws 1.2(b) AP 1.3(a) AR 1.1(b) Assumed Liabilities 1.3 AVVC Preamble Business Recitals Buyer Preamble Buyer Indemnitees 7.1(b) Cash Purchase Price 1.1(a)(iii) Closing 1.5 Closing Date 1.5 Closing Vascular EBITDA 1.8(a)(iv) Closing Vascular EBITDA Calculation Date 1.8(a)(iii) Code 1.9(a) Disposition 4.14(a) EBITDA 1.8(a)(i) EBITDA Objection Notice 1.8(b) EBITDA Resolution Period 1.8(b) Employment Agreement 1.6(a)(iii) ERISA 1.2(a) Equipment Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e1.3(c) Excluded Collateral Subsidiaries Schedule 1.01(fAssets 1.2 Financial Statements 2.5(a)(ii) Immaterial Subsidiaries Schedule 1.01(gFundamental Representations 7.5(a)(ii) Specified Holders Schedule 1.01(hGAAP 1.8(a)(i) Participating Specified Foreign Currency Lenders Schedule 1.01(iGovernment Programs 1.2(g) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(cGovernmental Authority 1.2(b) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Health Care Professional Agreements 2.10(b) Holdback 1.1(c) Included Cash and Accounts Receivable 1.1(b) Independent Accountant 1.8(c) Indemnified Party 7.4(a) Indemnifying Party 7.4(a) -v- Intellectual Property 2.9(a) Interim Financial Statements 2.5(a)(ii) Inventory 2.16 Lease Amendments 1.6(a)(iv) Loss 7.1(a) NHC Preamble NPIs 1.2(g) Non-Transferred Purchased Asset 4.11 Note 1.1(a)(ii) Owner Preamble Parties Preamble Party Preamble PC Preamble Permits 1.2(b) Permitted Encumbrances 2.4 Health Care Professional Agreements 2.11(b) Program Agreements 2.12(a) PTO 4.6(b) Purchase Price 1.1(a) Purchased Assets 1.1(a) Restricted Territory 4.8 Retained Liabilities 1.4 SEC 2.17 Securities Act 2.17 Seller(s) Preamble Seller Indemnitees 7.1(c) Seller Insurance Schedule 3.21 Acquisition 4.13 Sellers’ Knowledge 2.6 Shares 1.1(a)(i) Straddle Period 1.3(d) Tax Returns 1.9(c) Taxes 1.3(d) Third Party Claim 7.4(a) Trade Secrets 2.9(a)(iv) Transaction Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g2.1(a) Local and Foreign Counsel Schedule 4.01(lTransactions 2.1(a) Sources and Uses Schedule 4.01(o)(iiiTransferred Employees 4.6(a) Title Insurance Amounts Schedule 5.11(bTransferred IP Assets 2.9(a) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables PURCHASE AGREEMENT This Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”)) is dated August 1, dated as of July 62016, 2007among Northstar Healthcare Acquisitions, is among NOVELIS INC.LLC, a corporation formed under the Canada Business Corporations Act Delaware limited liability company (the “Canadian BorrowerBuyer”), NOVELIS CORPORATIONNobilis Health Corp., a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers British Columbia corporation (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersNHC”), NOVELIS UK LTDArizona Center for Minimally Invasive Surgery, a LLC, an Arizona limited liability company incorporated under the laws (“ACMIS”), X. Xxxxxxx Wall, M.D., P.C., an Arizona professional corporation (“PC”), Arizona Vein & Vascular Center, LLC, an Arizona limited liability company and wholly owned subsidiary of England PC (“AVVC” and Wales with registered number 00279596 (the ACMIS and PC, each a “U.K. BorrowerSeller” and collectively “Sellers”), and NOVELIS AGX. Xxxxxxx Wall, a stock corporation resident of the State of Arizona (AG) organized under the laws of Switzerland (“Owner”). Buyer, NHC, Sellers and Owner are referred to collectively as the “Swiss BorrowerParties” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., individually as U.S./European issuing bank (in such capacity, a “U.S./European Issuing BankParty.”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a2.1(a)(ii) Refinancing Indebtedness to Be Repaid Third-Party Servicing Agreements Schedule 1.01(b2.1(a)(iii) Subsidiary Guarantors FFELP Loan Forward Purchase Agreements Schedule 1.01(c2.1(a)(iv)(A) Applicable Jurisdiction Requirements Mesa Based Purchased Assets Schedule 1.01(d2.1(a)(iv)(B) Specified Account Debtors San Francisco Based Purchased Assets Schedule 1.01(e2.1(a)(iv)(D) Excluded Collateral Subsidiaries Intellectual Property Schedule 1.01(f2.1(a)(iv)(E)(1) Immaterial Subsidiaries Seller Contracts Schedule 1.01(g2.1(a)(iv)(E)(2) Specified Holders Unassumed Contracts Schedule 1.01(h2.1(a)(iv)(F) Participating Specified Foreign Currency Lenders Third Party Claims Schedule 1.01(i4.4 Noncontravention (Seller) Agent’s Account Schedule 2.18 Existing Letters 4.5(a) Chela I Indenture Schedule 4.5(b) Xxxxx XX Indenture Schedule 4.10 Real Property Schedule 4.13 Permits; Compliance with Laws and Environmental Regulations Schedule 4.14 Litigation Schedule 4.18 Intellectual Property Schedule 4.19 Material Contracts Schedule 4.26 Absence of Credit Certain Changes or Events Schedule 2.20 Canadian Lenders 4.27 No Brokers (Seller) Schedule 2.21 Lenders to Swiss Borrower 5.3 Noncontravention (Foundation) Schedule 3.06(c5.6 No Brokers (Foundation) Violations or Proceedings Schedule 3.17 Pension Matters 7.2 Consents Required for Closing Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS 9.5 Employees Exhibits Exhibit A Form Xxxx of Administrative Questionnaire Sale Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form Assignment of Borrowing Request Intellectual Property Exhibit D Form of Compliance Certificate D-1 CF I Loan Purchase Agreement Exhibit D-2 XX XX Loan Purchase Agreement Exhibit E Form of Interest Election Request Participation Agreement Exhibit F Form of Joinder Consulting Agreement Exhibit G Form of Landlord Access FFELP Loan Origination, Servicing, Funding and Purchase Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables FFELP Loan Origination, Servicing, Funding and Purchase Agreement Exhibit R Form I Private Loan Origination and Servicing Agreement Exhibit J Transition and Administrative Services Agreement – Oversight of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, Third Party Origination and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England Servicing Agreements and Wales with registered number 00279596 (the “U.K. Borrower”), CalEdge Loan Program Agreement TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Other Definitional and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Interpretive Provisions 8

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Hotel Properties, Leases, Management Contracts, Franchises and Red Lion companies and Ownership Interests Being Sold or Assigned; Schedule 1.01(b1.1(b) Subsidiary Guarantors Seller's Management Team with Knowledge of Certain Events Schedule 1.01(c1.1(c) Applicable Jurisdiction Requirements Material Adverse Issues Schedule 1.01(d1.1(d) Specified Account Debtors Modified GAAP Principles Schedule 1.01(e1.1(f) Selected Marks Schedule 1.1(g) Seller Retained Properties Schedule 1.1(h) Transferred Contracts Schedule 2.2(j) Centers-transferred Assets Schedule 2.4(f) Excluded Collateral Subsidiaries Litigation Schedule 1.01(f2.6(b)-1 Designation of Rights and Preferences - Series A Preferred Stock Schedule 2.6(b)-2 Designation of Rights and Preferences - Series B Preferred Stock Schedule 2.7(e) Immaterial Subsidiaries Purchase Price Refund Methodology Schedule 1.01(g2.8(a) Specified Holders RLH Sublease Schedule 1.01(h2.8(b) Participating Specified Foreign Currency Lenders Base Rent Allocation of RLH Lease Schedule 1.01(i2.8(c) Agent’s Account Reimbursement and Indemnification Agreement Schedule 2.18 Existing Letters 2.9 Escrow Agreement Schedule 2.10(f) Registration of Credit Rights Agreement Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c2.10(g) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form Agreement (Regarding Transferred Employees) Schedule 3.3 Seller Consents and Approvals Schedule 3.4 Seller Non-Contravention Issues Schedule 3.6(a) Combined Balance Sheet Schedule 3.6(b) Combined Statement of Borrowing Request Exhibit D Form Earnings Schedule 3.12 Litigation Matters and Claims Schedule 3.13 Tax Schedule 3.14 Employee Benefits Schedule 3.15 Environmental Matters Schedule 3.16 Intellectual Property Schedule 3.17 Labor Matters Schedule 3.18 Title Reports - Owned and Leased RLH Properties Schedule 3.19 Material Contracts Schedule 3.20 RLH Capital Stock; Title Schedule 3.25 Seller Insurance Policies Schedule 4.8 Capital Structure of Compliance Certificate Exhibit E Form Buyer Schedule 5.9 Transition Services Agreement Schedule 5.10(a) Transition Management Agreement Schedule 5.10(b) Transition Franchise Agreement Schedule 5.11 Laundry Service Agreements Schedule 5.12 Trademark Agreement Schedule 6.5 Tax Assets Shown on the Adjusted Balance Sheet Schedule 8.6 Computation of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Losses PURCHASE AGREEMENT This CREDIT AGREEMENT (this “Agreement”)PURCHASE AGREEMENT, dated as of July 6December 21, 20072001, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS by and between: DOUBLETREE CORPORATION, a Texas corporationDelaware corporation whose corporate headquarters are located at 9336 Civic Center Drive, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers Beverly Hills, California 90210 (each"SELLER"); XXXXXX XXXXXX XXXXXXXXXXX, an “Initial U.S. Borrower” andx Xxxxxxxx xxxxxxxxxxx, collectivelyxxxxe corporate headquarters are located at 9336 Civic Center Drive, the “Initial U.S. Borrowers”)Beverly Hills, NOVELIS UK LTDCalifornia 90210 ("Hilton") xxxx xxxxxxx xx Xxxxxxx 00.00; xxx XXXXXXXXX XXXXXXXXXXX CORPORATION, a limited liability company incorporated under Washington corporation whose corporate headquarters are located at the laws of England and Wales with registered number 00279596 WHC Building, 201 W. North River Drive, Spokane, Washington 99201 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”"BUYER").

Schedules. Schedule 1.01(a1.02(c) Refinancing Indebtedness to Be Repaid European Stay Bonuses Schedule 1.01(b3.04 Conflicts and Consents Schedule 3.05(a) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Company Subsidiaries Schedule 1.01(f3.05(b) Immaterial Subsidiaries Equity Interests Schedule 1.01(g3.07(a) Specified Holders Financial Statements Schedule 1.01(h3.07(b) Participating Specified Foreign Currency Lenders Undisclosed Liabilities Schedule 1.01(i3.08 Changes or Events Schedule 3.09(a) Agent’s Account Tax Returns Schedule 2.18 Existing Letters of Credit 3.09(e) Tax Attributes Schedule 2.20 Canadian Lenders 3.10 Changes in Benefit Plans Schedule 2.21 Lenders to Swiss Borrower 3.11(a) Company Benefit Plans Schedule 3.06(c3.11(c)(ii) Violations or Plan Qualification Schedule 3.11(c)(iii) Unfunded Benefit Liabilities Schedule 3.11(c)(iv) PBGC Proceedings Schedule 3.17 3.11(c)(vi) Withdrawal Liability Schedule 3.11(c)(vii) Acceleration Payments Schedule 3.11(d)(ii) Company Benefit Plan Compliance Schedule 3.11(d)(iv) Reports Timely Filed Schedule 3.11(d)(vi) Contributions of Premium Holiday Schedule 3.11(d)(vii) Amendment/Termination of Employee Welfare Benefit Plans Schedule 3.11(d)(viii) Contributions to Company Benefit Plans Schedule 3.11(e) International Employee Benefit Plans Schedule 3.11(g) Pre-Pension Obligations and Liabilities Schedule 3.11(h)(ii) Funding of International Employee Benefit Plans Schedule 3.11(h)(iv) Acceleration of International Employee Benefits Schedule 3.11(i) Announcements to International Employees; Administration Schedule 3.11(j) Post-Retirement Health and Medical Liabilities Schedule 3.12(a) Litigation Schedule 3.12(b) Orders Schedule 3.13(a) Products Liability Schedule 3.13(b) Breaches of Warranty Schedule 3.14 Compliance with Laws Schedule 3.15(a) Environmental Assessments Schedule 3.15(b) Environmental Matters Schedule 3.19 3.16(a) Liens Schedule 3.16(b) Real Property Schedule 3.17 Plant, Property and Equipment Schedule 3.18 Intellectual Property Schedule 3.19(a) Contracts Schedule 3.19(b) Contracts Not in Full Force and Effect Schedule 3.19(c) Oral Contracts Schedule 3.20(a) Insurance Policies Schedule 3.20(b) Insurance Policies in Default Schedule 3.20(c) Non-Terminating Insurance Policies Schedule 3.21 Acquisition Documents Employees and Material Debt Instruments Labor Matters Schedule 3.23(a) Accounts Receivable Schedule 3.24 Location of Material Inventory Schedule 4.01(g3.25 Licenses and Permits Schedule 3.26 Transactions with Affiliates Schedule 3.27 Corporate Name Schedule 3.28 Suppliers Schedule 3.29 Customers Schedule 3.30 Bemis’ Finder’s Fee Schedule 3.31 Sufficiency of Assets Schedule 4.04 No Conflicts and Consents Schedule 4.07 Buyer’s Finder’s Fees Schedule 5.01 Conduct of Business Schedule 5.04 Intercompany Indebtedness and Commercial Relationships Schedule 5.06(a) Local Intercompany Arrangements, Affiliate Transactions and Foreign Counsel Other Obligations Schedule 4.01(l5.06(b) Sources Termination and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Continuation of Intercompany Arrangements Schedule 6.04(b) Existing Investments Severance Benefits Schedule 9.01(b6.04(c) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment Project Bonuses Schedule 6.04(i)(ii) BEIP Award 200% Schedule 6.04(l) Bemis Confidentiality and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT Non-Competition Agreements Schedule 6.04(m)(i) Bxxxx Company, Inc. Equity Units- Group 1 – No Non-Compete to be Obtained Schedule 6.04(m)(ii) Bxxxx Company, Inc. Equity Units- Group 2 – Non-Competes Required Schedule 6.04(p)(ii)(B) Actuarial Assumptions Schedule 6.04(p)(ii)(D) Applicable Rate Schedule 7.02(b) Non-Governmental Third Party Consents and Approvals STOCK PURCHASE AGREEMENT (this the “Agreement”), ) dated as of July 6August 20, 20072002, is among NOVELIS INC.between UPM-Kymmene Investment, Inc., a Delaware 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerBuyer”), and NOVELIS AGBxxxx Company, Inc., a stock Missouri corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersSeller”).

Schedules. Schedule 1.01(a2.3(a) Refinancing Indebtedness to Be Repaid Options Schedule 1.01(b3.1 Jurisdictions Schedule 3.3(a) Subsidiary Guarantors Company Governmental Filings Schedule 1.01(c3.3(b) Applicable Jurisdiction Requirements No Breach Schedule 1.01(d3.4(a) Specified Account Debtors Financial Statements Schedule 1.01(e3.4(e) Excluded Collateral Subsidiaries Company Liabilities Schedule 1.01(f3.5(a) Immaterial Subsidiaries Capitalization Schedule 1.01(g3.5(b) Specified Holders Rights Schedule 1.01(h3.5(c) Participating Specified Foreign Currency Lenders Sale or Transfer Rights Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or 3.6 Proceedings Schedule 3.17 Pension 3.7 Personal Property Schedule 3.8 Company Leased Property Schedule 3.9 Title to Assets Schedule 3.10 Tax Matters Schedule 3.19 3.11 Employee Matters Schedule 3.12(a) Employee Compensation and Benefit Plan Schedule 3.12(c) Effects to Benefit Plans Schedule 3.13(a) Owned Intellectual Property Schedule 3.13(b) Maintenance Fees or Actions Schedule 3.13(c)(i) Third Party Software Licenses Schedule 3.13(c)(ii) Third Party Embedded Software Schedule 3.13(c)(iii) Third Party Software Schedule 3.13(c)(iv) Third Party Libraries Schedule 3.13(d) Third Party IP Licenses Schedule 3.13(e)(i) Third Party License Royalty Fees Schedule 3.13(e)(ii) Fees Schedule 3.13(f) Challenges to Ownership Schedule 3.13(g)(i) Owned Intellectual Property Conflicts Schedule 3.13(g)(ii) Owned Intellectual Property Claims Schedule 3.13(h)(i) No Infringement Schedule 3.13(h)(ii) No Claims Schedule 3.13(i) Company Products Schedule 3.13(l) Open Source Schedule 3.13(m) Governmental Entities and Educational Institutions Schedule 3.13(n) Industry Standard Organizations Schedule 3.13(o) Free of Charge Distributions Schedule 3.13(q) Intellectual Property Agreements Schedule 3.14 Absence of Certain Changes Schedule 3.15 Accounts Receivable Schedule 3.16 Bank Accounts Schedule 3.17(a) Compliance with Law Schedule 3.17(b) Permits Schedule 3.18 Environmental Matters SCHEDULES Schedule 3.19(a) Contracts and Commitments Schedule 3.19(b) No Violation Schedule 3.20 Insurance Schedule 3.21 Acquisition Documents 3.21(a) Affiliate Arrangements Schedule 3.21(b) Affiliate Interests Schedule 3.22 Distributors, Suppliers and Material Debt Instruments Customers Schedule 3.24 Location 3.23 Products Liability and Warranty Liability Schedule 3.26 Brokers and Finders Schedule 4.2(a) Selling Shareholder Governmental Filings Schedule 4.3 Selling Shareholder Litigation Schedule 4.4 Selling Shareholder Compliance with Law Schedule 4.6 Selling Shareholder PRC Citizen and SAFE Registration Schedule 6.1 Transaction Expenses Schedule 7.1 Indemnity Percentages SHARE PURCHASE AGREEMENT dated as of Material Inventory Schedule 4.01(g) Local September 3, 2013 (herein, together with the Schedules and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (Exhibits attached hereto, referred to as this “Agreement”), dated as of July 6, 2007, is ) among NOVELIS INC.(i) Sunrise International Ltd., a corporation formed under the Canada Business Corporations Act Barbados company (the “Canadian BorrowerCompany”), NOVELIS CORPORATION, a Texas corporation, and (ii) the other U.S. subsidiaries shareholders of the Canadian Borrower signatory hereto as borrowers Company, all of whom are listed on the signature pages of this Agreement (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersSelling Shareholders”), NOVELIS UK LTD(iii) Amber Road, Inc., a limited liability company incorporated under the laws of England and Wales with registered number 00279596 New Jersey corporation (“Parent”), (iv) Amber Road Holdings, Inc., a Delaware corporation (the “U.K. BorrowerBuyer”), ) and NOVELIS AG, a stock corporation (AGv) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, Xxxxxxxx X. Xxxxx and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V.Xxxxx Xxxxxxxx, acting through its Canadian branch, in each case solely in his capacity as Canadian issuing bank (a member of the Shareholder Representative Committee referred to herein. Capitalized terms used in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (this Agreement are defined throughout this Agreement or are defined or otherwise referenced in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCSection 8.1 of this Agreement., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. The Schedules and Exhibits to this Agreement, as listed below, are attached to and are an integral part of this Agreement: Schedule 1.01(a1.1A Confidential Contracts Schedule 1.1B Excluded Assets Schedule 1.1C Financial Statements Schedule 1.1D Material Facilities Schedule 1.1E Other Permitted Encumbrances Schedule 1.1F Purchased Entities, Authorized Capital and Jurisdiction of Incorporation or Formation Schedule 1.1G Reorganization Schedule 1.1H Vendor Indemnified Litigation Claims Schedule 1.1I Valuation of NGL Inventory Schedule 1.1L Leased Rail Cars Schedule 1.1M Interim Period Cash Flow Amount Schedule 1.3 Individuals Having Knowledge Schedule 3.2(d) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Withholding Tax Matters Schedule 3.19 3.3(a) Working Capital Statement Schedule 4.5(e) Conflicts with Constating Documents, Etc. Schedule 4.7 Governmental Authorizations Schedule 4.8 Material Consents Schedule 4.10 Exceptions to Ordinary Course of Business, Compliance with Applicable Laws and Environmental Laws and No Material Change Schedule 4.11 Leased Entity Assets Schedule 4.13(b) Defaults Under Governmental Authorizations Schedule 4.14(a) Material Contracts Schedule 4.14(c) Defaults Under Material Contracts Schedule 4.15 Powers of Attorney Schedule 4.16 Futures Transactions Schedule 4.17 Certain Material Obligations and Authorizations for Expenditure Schedule 4.18 Guarantees Schedule 4.19 Indebtedness for Borrowed Money Schedule 4.21(a) Environmental Orders Schedule 4.22(a) Open Litigation Claims Schedule 4.24(a) Entity IP Schedule 4.24(c) IP Infringement Claims, Etc. Schedule 4.25(a) Tax Audits Schedule 4.25(d) Tax Objections and Appeals Schedule 6.10(f) Pre-Closing Curative Matters Schedule 9.10 Employee Matters Schedule 9.11 Vendor’s Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments 9.17 IT Related Matters Schedule 3.24 Location 9.24(a) Accounting Information Required After Signing of Material Inventory the Agreement Schedule 4.01(g9.24(b) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Additional Financial Information Exhibit A Form of Administrative Questionnaire [Intentionally Deleted] Exhibit B Form of Assignment and Assumption Excluded Owned IP License Exhibit C Form of Borrowing Request Litigation Support Agreement Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Transition Services Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(aP-1 - Sentinel Investments Units Schedule P-2 - Employment Agreements Schedule P-3 - Accounting Principles; Example Statement of Net Working Capital Schedule P-4 - Permitted Liens Schedule P-5 - Specified Matter Schedule 2.3(c)(i) Refinancing Indebtedness to Be Repaid Transaction Consideration Determination Schedule 1.01(b2.4 - Transaction Consideration Allocation Schedule ‎3.2(a) Subsidiary Guarantors - Capitalization of the Company Schedule 1.01(c‎3.2(d) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral - Group Company Subsidiaries Schedule 1.01(f3.2(e) Immaterial - Group Company Subsidiaries Equity Securities Schedule 1.01(g3.2(f) Specified Holders - Subsidiaries of Blocker Corp Schedule 1.01(h3.4(a) Participating Specified Foreign Currency Lenders - Financial Statements Schedule 1.01(i3.4(b) Agent’s Account - Financial Statements Schedule 2.18 Existing Letters 3.4(c) - Undisclosed Liabilities ‎Section 3.4(g) - Funded Indebtedness Schedule ‎3.5 - Consents and Approvals; No Violations Schedule ‎3.6(a) - Material Contracts Schedule ‎3.6(b) - Material Contracts Schedule ‎3.7 - Absence of Credit Changes Schedule 2.20 Canadian Lenders ‎3.8 - Litigation Schedule 2.21 Lenders to Swiss Borrower ‎3.9 - Compliance with Applicable law Schedule 3.06(c‎3.10(a) Violations or Proceedings - Employee Plans Schedule 3.17 Pension ‎3.10(c) - Employee Plans Schedule 3.10(f) - Employee Plans Schedule ‎3.11 - Environmental Matters Schedule 3.19 3.12(a) - Intellectual Property Schedule 3.12(b) - Intellectual Property Schedule 3.12(c) - Intellectual Property Schedule 3.12(d)(i) - Intellectual Property Schedule 3.12(d)(ii) - Intellectual Property Schedule 3.12(e) - Intellectual Property Schedule ‎3.14 - Insurance Schedule ‎3.15 - Tax Matters Schedule 3.15(m) - Tax Classification of Group Companies Schedule 3.16 - Brokers Schedule 3.17(b) - Leased Real Property Schedule 3.17(d) - Personal Property Schedule 3.17(e) - Existing Relief Arrangements Schedule 3.18 - Transactions with Affiliates Schedule 3.21(a) - Franchise Matters Schedule 3.21 Acquisition Documents (d) - Franchise Matters Schedule 3.21 (h) - Franchise Matters Schedule 3.21(k) - Franchise Matters Schedule 3.21(m) - Franchise Matters Schedule 3.22(a) - Key Business Relationships Schedule 3.23(b) - Product Warranty and Material Debt Instruments Product Liability Schedule 3.24 Location 3.23(c) - Product Warranty and Product Liability Schedule 3.24(a) - COVID-19 Matters Schedule 3.25(c) - Privacy and Data Security Schedule 3.26 - Bank Accounts Schedule 4.6 - Transactions with Affiliates Schedule ‎5.3 - Consents and Approvals; No Violations Schedule ‎6.1 - Conduct of Material Inventory Business of the Company Schedule 4.01(g6.4(e) Local - Required Notices Schedule 6.26 - Reorganization Schedule 6.27(a) - Affiliate Agreements Schedule 6.27(b) - Affiliate Agreements Schedule 7.2(c)(iii) - Director and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management Officer Resignations EXHIBITS Exhibit A - Form of Administrative Questionnaire Escrow Agreement Exhibit B - Debt Financing Commitment Letter Exhibit C - Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Termination Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment for Broker Engagement Letter CREDIT EQUITY PURCHASE AGREEMENT This CREDIT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of July 6January 23, 20072021 is made by and among (i) Franchise Group Newco PSP, is among NOVELIS INC.LLC, a corporation formed under the Canada Business Corporations Act Delaware limited liability company (“Purchaser”); (ii) PSP Holdings, LLC, a Delaware limited liability company (“PSP Holdings”); (iii) Sentinel Capital Partners VI-A, L.P., a Delaware limited partnership (the “Canadian BorrowerBlocker Seller”); (iv) Sentinel PSP Blocker, Inc., a Delaware corporation (“Blocker Corp”); (v) PSP Midco, LLC, a Delaware limited liability company (the “Company”); (vi) PSP Intermediate, LLC, a Delaware limited liability company (“PSP Intermediate”); (vii) Sentinel Capital Partners, L.L.C., a Delaware limited liability company (“Sentinel”), NOVELIS CORPORATIONsolely for purposes of agreeing to the covenants set forth in Section 6.8 and Section 6.9; (viii) effective as of immediately prior to the Closing, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a newly formed Delaware limited liability company incorporated under the laws of England and Wales with registered number 00279596 to be named PSP Midco Holdings, LLC (the “U.K. BorrowerMidco Holdings”); and (ix) Franchise Group, and NOVELIS AGInc., a stock Delaware corporation (AG“FRG”) organized under solely for purposes of agreeing to the laws of Switzerland (the “Swiss Borrower” andcovenants set forth in Section 10.19. Except as otherwise expressly provided herein, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term terms used but not otherwise defined herein having have the meaning given meanings ascribed to it such terms in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC‎Article 1., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1 Restated Certificate of Incorporation of the Company Schedule 1.3(a) Refinancing Indebtedness Deposit Agreement Schedule 1.3(b) Officers' Certificate Regarding Indenture for the Debentures Schedule 1.6(a)(i) Trust Agreement for the ESOP Trust Schedule 1.6(a)(ii) ESOP Schedule 1.6(a)(iii) Supplemental ESOP Schedule 1.6 (a)(iv) Trust Agreement for the Supplemental ESOP Trust Schedule 1.6(d) ESOP Stock Purchase Agreement and Amendment Schedule 1.6(m) Class I Preferred Stock Subscription Agreement Schedule 1.6(n) Class Pilot MEC Preferred Stock Subscription Agreement Schedule 1.6(o) Class IAM Preferred Stock Subscription Agreement Schedule 1.6(p)(i) Class XXX Preferred Stock Subscription Agreement Schedule 1.6(p)(ii) XXX Director Selection Process Schedule 1.10 Adjusted Percentage Table Schedule 2.2 Restated Bylaws of the Company Schedule 2.3(i) Directors of the Company Resigning at Effective Time Schedule 2.3(ii) New Directors of the Company Schedule 2.4 Provision to Be Repaid be Inserted in United Air Lines, Inc. Certificate Schedule 1.01(b3.2(i) Subsidiary Guarantors UAL 1981 Incentive Stock Program Amendment Schedule 1.01(c3.2(ii) Applicable Jurisdiction Requirements UAL 1988 Restricted Stock Plan Amendment Schedule 1.01(d3.2(iii) Specified Account Debtors UAL Incentive Compensation Plan Amendment Schedule 1.01(e3.4 Contraventions and Conflicts Schedule 3.6(c) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings CRS Company Disclosure Schedule 3.17 Pension Status Quo Matters Schedule 3.19 Insurance 3.18 Rights Amendment Schedule 3.21 Acquisition Documents and Material Debt Instruments 5.1(i) Conduct of the Company Schedule 3.24 Location of Material Inventory 5.1(ii) IAM Job Security Provisions Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b5.1(iii) Existing Indebtedness Employee Stock Purchase Policies of the Company Schedule 6.02(c5.8(i) Existing Liens ALPA Collective Bargaining Agreement Schedule 6.04(b5.8(ii) Existing Investments IAM Collective Bargaining Agreement Schedule 9.01(b5.8(iii) Cash Employment Terms for Employees Performing the Functions of the Company's Salaried and Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Employees Schedule 5.9 Solvency Letter Schedule 5.10(i) Class I Preferred Stock Shareholders Agreement Exhibit G Form of Landlord Access Schedule 5.10(ii) Class XXX Director Shareholders Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Schedule 5.10(iii) First Refusal Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Schedule 6.1 Confidentiality Statement AMENDED AND RESTATED AGREEMENT This CREDIT AND PLAN OF RECAPITALIZATION AGREEMENT (this “Agreement”)AND PLAN OF RECAPITALIZATION, dated as of July 6March 25, 20071994, is as amended and restated (the "Agreement"), among NOVELIS INC.UAL Corporation, a Delaware corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”"Company"), NOVELIS CORPORATIONAir Line Pilots Association, International ("ALPA"), pursuant to its authority as the collective bargaining representative for the crafts or class of pilots employed by United Air Lines, Inc., a Texas corporation, Delaware corporation and the other U.S. subsidiaries a wholly owned subsidiary of the Canadian Borrower signatory hereto as borrowers Company (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”"United"), and NOVELIS AG, a stock corporation International Association of Machinists and Aerospace Workers (AG) organized under the laws of Switzerland (the “Swiss Borrower” "IAM" and, together with the Canadian BorrowerALPA, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”"Unions"), AV ALUMINUM INC., a corporation formed under pursuant to its authority as 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) collective bargaining representative for the Lenderscrafts or classes of mechanics and related employees, LASALLE BUSINESS CREDITramp and stores employees, LLC as collateral agent (in such capacityfood service employees, “Collateral Agent”) for the Secured Parties dispatchers and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCsecurity officers employed by United., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1 Purchased Entities Schedule 1.1(a)(ii) Refinancing Indebtedness Business Real Property Schedule 1.1(b)(i)(A) Contracts Exclusively Related to Be Repaid the Business Schedule 1.01(b1.1(b)(i)(B) Subsidiary Guarantors Other Contracts Schedule 1.01(c1.1(b)(i)(C) Applicable Jurisdiction Requirements Business IP Licenses Schedule 1.01(d1.1(b)(i)(D) Specified Account Debtors Transferred Supplier Contracts Schedule 1.01(e1.1(b)(i)(E) Transferred Customer Contracts Schedule 1.1(b)(ix) Employee Benefit Plan Assets Schedule 1.1(b)(x) Transferred Intellectual Property Schedule 1.1(b)(xiii) Other Purchased Assets Schedule 1.2(c) Excluded Collateral Subsidiaries Entities Schedule 1.01(f1.2(m) Immaterial Subsidiaries Excluded Fixtures, Equipment and Tangible Personal Property Schedule 1.01(g1.2(n)(i) Specified Holders Excluded Customer Contracts Schedule 1.01(h1.2(n)(ii) Participating Specified Foreign Currency Lenders Other Excluded Business Contracts Schedule 1.01(i1.2(v) Agent’s Account Other Excluded Assets Schedule 1.3(c) Other Employment Benefit Plan Liabilities Schedule 1.3(k) Other Assumed Liabilities Schedule 1.4(d) Excluded Liabilities Related to Employee Benefit Plans Schedule 1.4(k) Other Excluded Liabilities Schedule 1.9(e) Consultation with Business Employees’ Representatives Schedule 1.15(b) Additional Purchase Price Adjustment Schedule 2.7(a) Financial Statements Schedule 2.17(d) Defined Benefit Plans Schedule 2.18 Existing Letters US Federal Tax Classification of Credit Purchased Entities Schedule 2.20 Canadian Lenders 4.1(j) Interim Period Capital Expenditures Schedule 2.21 Lenders 4.1(n) Excepted Business Employees Schedule 4.3 Access to Swiss Borrower Information Schedule 3.06(c4.4(a) Violations or Proceedings Seller Non-Solicitation Schedule 3.17 4.4(b) Purchaser Non-Solicitation Schedule 4.7(a) Intercompany Agreements Schedule 4.7(b) Intercompany Receivables Schedule 4.8 Termination of Insurance Coverage Schedule 4.9(b) SLEEK Marks and SLEEK Cans Schedule 4.9(c) Seller and Rexam Marks Schedule 4.10(a)(ii) License to Retained Intellectual Property Schedule 4.16 Restructuring Schedule 5.1(c) Retention Liabilities and Incentives Schedule 5.1(h) Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Other Post-Closing Covenants Employment Benefit Obligations Schedule 6.01(b10.1(a)-1 Business Employees Schedule 10.1(a)-2 Excluded Business Employees Schedule 10.1(b) Existing Indebtedness Conveyed Purchased Entities Schedule 6.02(c10.1(c) Existing Liens Excluded Pipeline Project Equipment Schedule 6.04(b10.1(d) Existing Investments Excluded Pipeline Project IP Schedule 9.01(b10.1(e) Cash Management EXHIBITS Exhibit A Form Facilities Schedule 10.1(f) Knowledge of Administrative Questionnaire Exhibit B Form Purchaser Schedule 10.1(g) Knowledge of Assignment Seller Schedule 10.1(h) Leased Business Real Property Schedule 10.1(j) Owned Business Real Property Schedule 10.1(k) Permitted Encumbrances Schedule 10.1(l) Purchased Affiliate Interests Schedule 10.1(m) Purchased Working Capital Definition Schedule 10.1(n) Rexam Entities Schedule 10.1(o) Seller Entities Schedule 10.1(q) Transferred Fixtures, Equipment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT Tangible Personal Property Schedule 10.1(r) UK Purchased Entities Schedule 10.1(s) Section 1.15 Definitions Schedule 10.1(t) Key Employees SELLER DISCLOSURE LETTER This CREDIT AGREEMENT (this “Agreement”)EQUITY AND ASSET PURCHASE AGREEMENT, dated as of July 6April 22, 20072016, is made and entered into by and among NOVELIS INC.Ardagh Group S.A., a corporation formed under the Canada Business Corporations Act Luxembourg company (the “Canadian BorrowerPurchaser”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (eachBall Corporation, an Indiana corporation (“Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. BorrowerSeller”), and NOVELIS AG(subject in all respects to Section 4.20) Rexam PLC, a stock corporation public limited company registered in England and Wales (AG) organized under the laws of Switzerland (the “Swiss BorrowerRexam” and, together and collectively with the Canadian Borrower, the U.S. Borrowers, Purchaser and the U.K. BorrowerSeller, the “BorrowersParties”), AV ALUMINUM INC., a corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term . Capitalized terms used and each other capitalized term used but not otherwise defined herein having have the meaning given to it meanings set forth in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCSection 10.1., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Adjusted Net Working Capital Calculations Schedule 1.01(b) Subsidiary Guarantors Fall 2010 RMEC Outage Schedule and Scope Schedule 1.01(c) Applicable Jurisdiction Requirements Post-Outage Operations Confirmation Schedule 1.01(d) Specified Account Debtors Sellers’ and the Company’s Knowledge Schedule 1.01(e) Excluded Collateral Subsidiaries Purchaser’s Knowledge Schedule 1.01(f) Immaterial Subsidiaries Permitted Liens Schedule 1.01(g3.03(c) Specified Holders Seller Approvals Schedule 1.01(h3.04 Liens on Interests Schedule 4.02 Conflicts; Consents and Approvals Schedule 4.02(c) Participating Specified Foreign Currency Lenders Third Party Consents Schedule 1.01(i4.04 Litigation Schedule 4.05(a) Agent’s Account Compliance with Laws Schedule 2.18 Existing Letters 4.05(b)(i) Permits Schedule 4.05(b)(ii) Compliance with Permits Schedule 4.06(a) Material Contracts Schedule 4.06(c) Validity and Enforceability of Credit Material Contracts Schedule 2.20 Canadian Lenders 4.07(a)(i) Owned Real Property Schedule 2.21 Lenders 4.07(a)(ii) Real Property Liens and Exceptions to Swiss Borrower Title Schedule 3.06(c4.07(a)(viii) Violations Pending Conditions or Proceedings Obligations Schedule 3.17 Pension 4.07(b)(i) Material Non-Real Estate Assets Schedule 4.07(b)(ii) Material Non-Real Estate Assets Liens Schedule 4.07(b)(iii) Major Maintenance and Repair Records for Material Non-Real Estate Assets Schedule 4.08(a) Material Benefit Plans Schedule 4.08(b) Material Employment Practices and Arrangements Schedule 4.09(a) Labor and Employment Matters Schedule 3.19 4.09(b) Major Independent Contractors Schedule 4.10 Environmental Matters Schedule 4.11(i) Insurance Policies Schedule 3.21 Acquisition Documents 4.11(ii) Insurance Claims Schedule 4.12(a) Tax Returns Schedule 4.12(b) Tax Claims and Liens Schedule 4.12(c) Tax Liabilities Schedule 4.13(a) Intellectual Property Schedule 4.13(b) Material Debt Instruments Licenses Schedule 3.24 Location 4.18 Liabilities Schedule 4.19 Change in Circumstance Schedule 5.03(c) Purchaser Governmental Approvals Schedule 5.09 Purchaser Knowledge of Material Inventory Breach Schedule 4.01(g6.02(a) Local Conduct of Business Pending Closing Schedule 6.06(c) Interim Period Permits Schedule 6.12 Support Obligations Schedule 6.13 Terminated Services and Foreign Counsel Contracts Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 6.14 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT Insurance Coverage PURCHASE AND SALE AGREEMENT This CREDIT AGREEMENT Purchase and Sale Agreement (this “Agreement”), dated as of July 6April 2, 2007, is among NOVELIS INC., a corporation formed under the Canada Business Corporations Act 2010 (the “Canadian BorrowerExecution Date”), NOVELIS CORPORATIONis made and entered into by and among Calpine Development Holdings, Inc., a Texas corporationDelaware corporation (“Blue Spruce Seller”) and Riverside Energy Center, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTDLLC, a Wisconsin limited liability company incorporated under the laws of England (“Rocky Mountain Seller”, and Wales together with registered number 00279596 (the Blue Spruce Seller, each a “U.K. BorrowerSeller” and collectively “Sellers”), and NOVELIS AGPublic Service Company of Colorado, a stock Colorado corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersPurchaser”).

Schedules. Schedule 1.01(a1.1(p)(1) Refinancing Indebtedness - Individuals with Actual Knowledge (Seller) Schedule 1.1(p)(2) - Individuals with Actual Knowledge (Buyer) Schedule 2.2(a) - Wire Transfer Instructions Schedule 2.3(b) - EBITDA Target Amounts Schedule 2.3(g) - Accelerated Payment Amount Percentages Schedule 2.7(a) - The Allocation Schedule 3.2 - Organization, Good Standing and Qualification Schedule 3.4 - Capitalization Schedule 3.5 - Notices Schedule 3.7 - Affiliates Schedule 3.10 - Title to Be Repaid Properties; Encumbrances Schedule 1.01(b) Subsidiary Guarantors 3.11 - Real Property Owned or Leased Schedule 1.01(c) Applicable Jurisdiction Requirements 3.12 - Equipment and Other Personal Property Leases Schedule 1.01(d) Specified Account Debtors 3.14 - Contracts Schedule 1.01(e) Excluded Collateral Subsidiaries 3.15 - Employee Benefit Plans Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings 3.16 - Certain Environmental Matters Schedule 3.17 Pension - Absence of Certain Changes Schedule 3.18 - Litigation Schedule 3.19 - Labor Matters Schedule 3.19 3.20 - Insurance Schedule 3.21 Acquisition Documents - Consents and Material Debt Instruments Approvals Schedule 3.23 - Major Customers and Suppliers Schedule 3.24 Location - Taxes Schedule 4.5 - Real Property Matters Schedule 4.6 - Title to Property; Encumbrances Schedule 4.7 - Real Property Owned or Leased Schedule 4.8 - Equipment and Other Personal Property Leases Schedule 4.9 - Contracts Schedule 4.10 - Certain Environmental Matters Schedule 4.11 - Absence of Material Inventory Certain Changes Schedule 4.01(g4.13 - Labor Matters Schedule 4.14 - Insurance Schedule 4.15 - Consents Schedule 4.17 - Major Customers and Suppliers Schedule 4.21 - Company Information Schedule 6.14 - Formation of Limited Liability Company Schedule 6.17(a) Local and Foreign Counsel - Shareholder Notes Schedule 4.01(l6.17(b) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing - Shareholder Indebtedness Schedule 6.02(c7.7(a) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management - Parties Executing Noncompetition Agreement EXHIBITS Exhibit A 1.1(y) - Sellers' Representative Agreement Exhibit 2.3(a) - Example of Tonnage Payment Exhibit 2.3(b) - Examples of EBITDA Payment Exhibit 2.3(c) - Example EBITDA Target Amounts and Capital Expenditure Amount Exhibit 2.4(a)(1) - Buyer's Standard Confidentiality Agreement Exhibit 2.4(a)(2) - Buyer's Accountants' Standard Release Exhibit 7.7(b) - Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Noncompetition Agreement INTEREST PURCHASE AGREEMENT This Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “"Agreement”") is made as of April 14, 2000, by and among OGLEBAY NORTON COMPANY, a Delaware corporation (the "Buyer"), dated as of July 6, 2007, is among NOVELIS and XXXXXXX MINING INC., a corporation formed under the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas Delaware corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM THE XXXX MINING COMPANY INC., a corporation formed under the Canada Business Corporations ActDelaware corporation, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I)MICHIGAN MINERALS ASSOCIATES, the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents a Delaware corporation (in such capacityeach individually, “Documentation Agents”)a "Seller" and collectively, ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”"Sellers"), and ABN AMRO INCORPORATED MICHIGAN LIMESTONE OPERATIONS LIMITED PARTNERSHIP, a Delaware limited partnership ("MLO"). MLO and UBS SECURITIES LLCits two affiliates, MLO-Ohio Ltd., an Ohio limited liability company ("MLO-Ohio"), and Michigan Equipment Leasing L.L.C., a Michigan limited liability company ("XXX"), are collectively referred to herein as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”)the "Company."

Schedules. RHP Schedules ------------- Schedule 1.01(a) Refinancing Indebtedness 3.3 Corporate Minutes Schedule 3.4 Qualifications to Be Repaid Do Business Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral 3.5 Capitalization of Subsidiaries Schedule 1.01(f) Immaterial 3.6 Ownership of RHP Partnership Interests Schedule 3.7 RHP Assets and Liabilities; Subsidiaries and Other Affiliates Schedule 3.8 Equity Ownership of Subsidiaries Schedule 1.01(g3.9(a) Specified Holders Authority Schedule 1.01(h3.10 Company Financial Statements Schedule 3.11 Undisclosed Liabilities Schedule 3.12 Absence of Certain Changes Schedule 3.13(a) Participating Specified Foreign Currency Lenders Assets Schedule 1.01(i3.13(a)(i) Agent’s Account Permitted Encumbrances Schedule 2.18 Existing Letters of Credit 3.14 Real Property Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings 3.15 Intellectual Property Schedule 3.17 Pension Software Schedule 3.18(a) Tax Matters Schedule 3.18(b) Threatened or Pending Tax Claims Schedule 3.18(c) Tax Returns Schedule 3.18(e) States for Tax Returns Schedule 3.18(g) Waivers or Consents Schedule 3.18(h) Tax Rulings or Agreements Schedule 3.18(i) Consolidated Tax Returns Schedule 3.18(k) Joint Venture/Partnership Agreements Schedule 3.18(l) Accounting Method Adjustments Schedule 3.19 Litigation Schedule 3.22 Insurance Schedule 3.21 3.24 Employee Benefit Plan(s) Schedule 3.25 Compliance with Environmental Laws Schedule 3.26 Bank and Brokerage Accounts Schedule 3.27(a) Contracts Schedule 3.27(b) Validity of Contracts Schedule 3.29 Broker's, Finder's or Other Transaction Fees QuadraMed Schedules ------------------- Schedule 5.2 Capitalization Schedule 5.6 Absence of Certain Changes Schedule 5.7 Absence of Undisclosed Liabilities ACQUISITION AGREEMENT AND PLAN OF MERGER This Acquisition Documents Agreement and Material Debt Instruments Schedule 3.24 Location Plan of Material Inventory Schedule 4.01(g) Local Merger is entered into as of December 29, 1997, by and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT among QuadraMed Corporation, a Delaware corporation (this “Agreement”"QuadraMed"), dated as of July 6RH Acquisition Co. ("Sub A") and FA Acquisition Co. ("Sub B" and together with Sub A, 2007the "Merger Subs") on the one hand, is among NOVELIS INC.and Resource Health Partners, L.P., a corporation formed under the Canada Business Corporations Act Delaware limited partnership (the “Canadian Borrower”"RHP"), NOVELIS CORPORATIONResource Holdings, Ltd., a Texas corporationPennsylvania corporation ("Resource Holdings") and FRA Acquisition Inc., and a Delaware corporation ("FRA") on the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INChand., 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1(a) Refinancing Indebtedness to Be Repaid Copyrights Schedule 1.01(b1.1(b) Subsidiary Guarantors Domain Names Schedule 1.01(c1.1(d) Applicable Jurisdiction Requirements Patent Rights Schedule 1.01(d1.1(e) Specified Account Debtors Trademarks Schedule 1.01(e2.1(a) Acquired Accounts Receivable Schedule 2.1(b) Acquired Equipment Schedule 2.1(c) Assumed Contracts Schedule 2.1(d) Assumed Leases Schedule 2.1(e) Acquired Permits Schedule 2.1(f) Acquired Intellectual Property Schedule 2.1(g) Acquired Pre-Paid Expenses Schedule 2.1(k) Acquired IT Systems Schedule 2.1(n) Acquired Deposits Schedule 2.1(o) Acquired Marketing Materials Schedule 2.1(p) Acquired Instruments Schedule 2.2(u) Certain Excluded Collateral Subsidiaries Assets Schedule 1.01(f2.3(a) Immaterial Subsidiaries Assumed Trade Payables Schedule 1.01(g2.3(b) Specified Holders Assumed Accrued Expenses Schedule 1.01(h) Participating Specified Foreign Currency Lenders 3.5 Allocation Schedule 1.01(i) Agent’s Account 5.2 Notices and Consents Schedule 2.18 Existing Letters of Credit 5.5 Seller Financial Statements Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or 5.6 Legal Proceedings Schedule 3.17 Pension Matters 5.8(a) Intellectual Property Schedule 3.19 Insurance 5.8(b) Inbound License Agreements Schedule 3.21 Acquisition Documents and Material Debt Instruments 5.9(a) Binding Obligations Schedule 3.24 Location of Material Inventory 5.9(d) Other Obligations Schedule 4.01(g5.10(a) Local and Foreign Counsel Encumbered Leased Premises Schedule 4.01(l5.10(c) Sources and Uses Third-Party Rights in Leased Premises Schedule 4.01(o)(iii5.13(a) Title Insurance Amounts Business Employees Schedule 5.11(b7.1 Operations Prior to the Closing Date Schedule 7.4(a) Certain Subsidiaries Transferred Employee List Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management 9.8 Government Consents EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B 1 Form of Assignment and Assumption Agreement Exhibit C 2 Form of Borrowing Request Xxxx of Sale Exhibit D 3 Form of Compliance Certificate Assignment of Trademarks Exhibit E 4 Form of Interest Election Request Assignment of Domain Names Exhibit F Form of Joinder 5 Escrow Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT ASSET PURCHASE AGREEMENT This CREDIT ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July 6, 2007, is by and among NOVELIS INC.BeavEx Incorporated, a corporation formed under the Canada Business Corporations Act Connecticut corporation, JNJW Enterprises, Inc., a California corporation, and USXP, LLC, a Delaware limited liability company (the collectively, “Canadian BorrowerSeller”) and TForce Final Mile, LLC (“TForce”), NOVELIS CORPORATIONa Delaware limited liability company, TForce Final Mile West, LLC (“West”), a Texas corporationDelaware limited liability company and TForce Logistics, LLC (“Logistics”), and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers a Delaware limited liability company (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersBuyer”), NOVELIS UK LTDdated as of February 14, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 2019 (the “U.K. BorrowerExecution Date”). Unless otherwise defined herein, and NOVELIS AG, a stock corporation (AG) organized under capitalized terms used in this Agreement shall have the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 meanings set forth in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INCI hereto., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. The following are the Schedules to this Agreement: Schedule 1.01(a2.02 Purchase Price Allocation Schedule 2.06 — Non-Compete Filing Schedule 3.01(1)(c) Refinancing — Share Terms Schedule 3.01(2)(b) — Accrued, Contingent and Other Material Liabilities Schedule 3.01(2)(e) — Director, Officer, Employee and Shareholder Indebtedness to Be Repaid Schedule 1.01(b3.01(3)(a) Subsidiary Guarantors — Permitted Encumbrances Schedule 1.01(c3.01(4)(a) Applicable Jurisdiction Requirements — Contracts and Commitments Schedule 1.01(d3.01(4)(c) Specified Account Debtors Guarantees Schedule 1.01(e3.01(4)(d) Excluded Collateral Real Property Leases Schedule 3.01(4)(e) — Subsidiaries Schedule 1.01(f3.01(5) Immaterial Subsidiaries — Intellectual Property Schedule 1.01(g3.01(5)(i) Specified Holders — Exceptions to Intellectual Property Schedule 1.01(h3.01(5)(d) Participating Specified Foreign Currency Lenders — Licenses to use Licensed Intellectual Property Schedule 1.01(i3.01(6) Agent’s Account — Employment Disclosure Schedule 2.18 Existing Letters 3.01(7)(c) — Investigations Regarding Personal Information Schedule 3.01(8) — Benefit Disclosure Schedule 3.01(9)(a) — Restrictions on Uses of Leased Property Schedule 3.01(9)(b) — Real Property Schedule 3.01(9)(c) — Leases Schedule 3.01(10)(a) — Exception to Compliance with Environmental Laws Schedule 3.01(10)(b) — Environmental Permits Schedule 3.01(10)(d) — Environmental Convictions Schedule 3.01(10)(e) — Condition of Soil and Groundwater Schedule 3.01(10)(g) — Environmental Reports Schedule 3.01(11)(a) — Tax Matters Schedule 3.01(12)(a) — Actions, Suits and Proceedings Schedule 3.01(12)(b) — Compliance with Laws and Licenses Schedule 3.01(12)(c) — Permits and Assets Schedule 3.01(12)(d) — Insurance Policies Schedule 3.01(12)(i) — Consents and Approvals Schedule 3.01(12)(j) — Indebtedness of Tri-Ad, 1043497, Flex-Art and C&W Schedule 3.01(12)(k) — Bank Accounts Schedule 5.01(l) — Non-Compete Schedule 5.01(m) — Consulting Agreement Schedule 5.01(n) — New Leases Schedule 5.01(o) — Purchaser Employment Agreements Schedule 5.01(p) — Irrevocable Letter of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c5.01(q) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of — Opinion of Company Vendors’ Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is among NOVELIS INC., a corporation formed under The Parties agree that the Canada Business Corporations Act (the “Canadian Borrower”), NOVELIS CORPORATION, a Texas corporation, and the other U.S. subsidiaries Vendors may unilaterally amend any of the Canadian Borrower signatory hereto as borrowers (eachSchedules at any time prior to the Closing Date by providing a written copy of the applicable amended Schedule or Schedules together with a copy of such Schedule or Schedules marked to show the applicable amendments, an “Initial U.S. Borrower” and, collectivelyin accordance with Section 8.10. In the event that the Vendors amend any Schedule, the “Initial U.S. Borrowers”)Purchaser’s sole remedy will be to terminate this Agreement by providing written notice to the Vendors in accordance with Section 8.10; provided that there shall be no penalty, NOVELIS UK LTDmonetary or otherwise, a limited liability company incorporated imposed against the Purchaser for so terminating the Agreement. In the event that this Agreement is so terminated, all future obligations of the parties under this Agreement will terminate, except that the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized obligations under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM INCSection 8.04 will survive., 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1 Detail of Sellers and GM Buyers Schedule 1.1.A Assumed Administrative Liabilities Schedule 1.1.B GM Buyers’ Knowledge, Company Buyer’s Knowledge and Sellers’ Knowledge Schedule 1.1.C Steering Products Schedule 1.1.D Excluded Insurance Policies Schedule 1.1.D.1 Patents and Patent Applications Schedule 1.1.D.2 Trademark Rights Schedule 1.1.D.3 Copyrights Schedule 1.1.E Transferred Insurance Policies Schedule 1.1. F Filing Affiliates Schedule 2 Detail of Sellers and Company Buyer Schedule 2.1.5.F Excluded Facilities Schedule 2.1.5.J Pending Transactions Schedule 2.1.5.K Other Excluded Assets Schedule 2.3.1 Administrative Claims Schedule 4.3.1 Sale Companies and JV Companies Schedule 4.3.2 Capital Stock Schedule 4.4 No Conflicts or Approvals Schedule 4.5 Sufficiency of Acquired Assets Schedule 4.6.2 Licenses to Affiliates Schedule 4.6.3 Infringement and Allegations of Infringement of Third Party Intellectual Property Schedule 4.6.4 Infringement of the Purchased Intellectual Property Schedule 4.6.5 Intellectual Property Notices Schedule 4.8.1 GM Leased Real Property Schedule 4.8.2 GM Owned Real Property Schedule 4.9.1 Historical Financial Statements Schedule 4.9.2 Financial Statement Exceptions Schedule 4.10 Compliance with Laws Schedule 4.12.1 Tax Returns Schedule 4.12.3 Tax Deficiencies Schedule 4.12.5 Tax Liens Schedule 4.12.6 Tax Waivers or Extensions Schedule 4.13.1 Employee List Schedule 4.13.2 Employee Benefit Plans Schedule 4.13.4 ERISA Compliance Schedule 4.13.5 Proceedings Relating to Employee Benefit Plan Schedule 4.13.6 Employee Benefit Plan/No Material Liability or Encumbrance under Title IV of ERISA Schedule 4.13.8 Welfare Benefits Schedule 4.13.9 Contributions to Seller Employee Benefit Plan Schedule 4.13.11 Collective Bargaining Agreements Schedule 4.13.12 No Threatened Labor Stoppage Schedule 4.14.1 Material Contracts Schedule 4.14.2 Default/Post-Petition Contracts Schedule 4.15 Environmental Matters Schedule 4.16 Insurance Policies Schedule 9.1.1 Exceptions to Covenants Regarding Conduct of Business prior to the Closing Schedule 9.3 Assumed and Assigned Contracts Schedule 9.9.1.A Excepted Shared Intellectual Property Schedule 9.9.1.B Steering Excluded Products Schedule 9.9.9 Transfer of Shared Software Licenses Schedule 9.9.10 Facilities Separation & Relocation Plan Schedule 9.10 Shared Items Transferred to Buyers Schedule 9.12(A) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Collateral Subsidiaries Schedule 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Delphi Letters of Credit Schedule 2.20 Canadian Lenders 9.12(B) GM Buyer Assumed DIP Letters of Credit Schedule 2.21 Lenders 9.12(C) Company Buyer Assumed DIP Letters of Credit Schedule 9.12(D) Letters of Credit to Swiss Borrower be Allocated among Sellers and Buyers Schedule 3.06(c9.12(E) Violations or Proceedings Letters of Credit Retained by Delphi Schedule 3.17 Pension Matters 9.13.1 Competition Clearance/Governmental Approvals Schedule 3.19 Insurance 9.17 Other Services Schedule 3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 9.20.2 Post-Closing Covenants Mexico Utility Contracts Schedule 6.01(b) Existing Indebtedness 10.1.1 Plan of Modification Order Terms Schedule 6.02(c) Existing Liens 10.1.2 Approvals under Competition or Investment Law Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management 10.2.4 Seller U.S. CBAs EXHIBITS Exhibit A 1.2 Operating Agreement Exhibit 3.1.1.E Wind Down Costs Exhibit 3 GM-PBGC Agreement Exhibit 9.2 Form of Administrative Questionnaire 363 Implementation Agreement Exhibit B 9.9.1 GM IP License Agreement Exhibit 9.9.3 Company IP License Agreement Exhibit 9.9.4 Pending Transactions IP License Agreement Exhibit 9.22 Novation Letter Exhibit 9.29.A Form of Assignment and Assumption Environmental Privilege Waivers Exhibit C 9.29.B Form of Borrowing Request Privilege Waivers Exhibit D Form of Compliance Certificate 11.2.2.A.1 U.S. Patent Assignment (Delphi Technologies) Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT 11.2.2.A.2 EP Jointly Held Patent Applications Assignment (this “Agreement”Delphi Technologies), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).

Schedules. Schedule 1.01(a1.1(a)(i) Refinancing Indebtedness to Be Repaid Real Property Schedule 1.01(b1.1(a)(ii) Subsidiary Guarantors Leased Real Property Schedule 1.01(c1.1(b) Applicable Jurisdiction Requirements Equipment Schedule 1.01(d1.1(c) Specified Account Debtors Contracts Schedule 1.01(e1.1(d) Excluded Collateral Subsidiaries Inventory Schedule 1.01(f1.1(e) Immaterial Subsidiaries Vehicles Schedule 1.01(g1.1(g) Specified Holders Intellectual Property Schedule 1.01(h1.1(i) Participating Specified Foreign Currency Lenders Scheduled Permits Schedule 1.01(i1.1(l) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Liens, Encumbrances and Related Matters Schedule 3.19 Insurance 1.2(b) Specifically Excluded Assets Schedule 3.21 Acquisition Documents 2.1(b) Trade Payables and Material Debt Instruments Expense Accruals Schedule 3.24 Location 2.2(q) Specific Inter-company Payables Schedule 3.3(b) GAAP Procedures Schedule 3.5 Allocation of Material Purchase Price Schedule 4.5 Consents to Assignment Schedule 5.1.1 Jurisdictions Where Sellers Qualified Schedule 5.6.1 Financial Statements Schedule 5.6.2 Unreserved Liabilities Schedule 5.7.1 Title to Inventory Schedule 4.01(g) Local 5.7.2 Excessive Purchase Commitments Schedule 5.9.1 Leased Personal Property Consents Required Schedule 5.9.2 Excluded Assets Material to Operation Schedule 5.9.3 Acquired Assets not in Good Operating Condition Schedule 5.10.1 Real Property Legal Descriptions; Tax Parcel Identification Schedule 5.10.2 Leased Real Property Liens Schedule 5.10.3 Operational Permits not Obtained Schedule 5.11.1 Contracts Schedule 5.11.2 Commitments for Capital Expenditures Schedule 5.11.3 Pending or Threatened Contract Terminations Schedule 5.13 Insurance Policies Schedule 5.14.1 Environmental Matters Schedule 5.14.2 Environmental Permits and Foreign Counsel Licenses Schedule 4.01(l) Sources 5.14.3 Employee Health and Uses Safety Matters Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries 5.15 Litigation Matters Schedule 5.16 Post-Closing Covenants Certain Changes Schedule 6.01(b) Existing Indebtedness 5.17 Brokers and Finders Schedule 6.02(c) Existing Liens 5.18.1 All Furniture Business Employees Schedule 6.04(b) Existing Investments 5.18.2 Selected Employees Schedule 9.01(b) Cash Management EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment 5.18.3 Employee Obligations Schedule 5.19 Approvals, Permits and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Licenses Schedule 5.20.1 Federal and State Tax Returns Not Timely Filed; Tax Disputes; Tax Filing Extensions Schedule 5.20.2 Tax Bills for 1999 Schedule 5.20.3 Audits; Tax Sharing Agreements Schedule 5.21 Employee Benefit Plans Schedule 5.24 Customer Relations Schedule 5.26 Persons Deemed to Have "Knowledge" Schedule 11.2.1 Employees Not Offered Employment Schedule 11.6 Territory Schedule 11.14.1 Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”), dated as of July 6, 2007, is 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 hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), 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 Property Schedule 11.14.2 Improvements to it in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA INC., as documentation agents (in such capacity, “Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “Arrangers”).Facility Schedule 11.16 Excluded Assets to be Removed Schedule 14.1 CMC Holdings Property Description

Schedules. Schedule 1.01(aA MGA Group Financial Statements Schedule B (Part 1) Refinancing Indebtedness Leased Properties Schedule B (Part 2) Description of Leases Schedule B (Part 3) Lease Exceptions Schedule C (Part 1) Machinery, Equipment etc. Schedule C (Part 2) Vehicles etc. Schedule D Employee Plans Schedule E Excluded Assets Schedule F (Part 1) Certain Intellectual Property Schedule F (Part 2) Exceptions to Be Repaid Full Intellectual Property Rights Schedule 1.01(bF (Part 3) Subsidiary Guarantors Required Intellectual Property Updates Schedule 1.01(cG Permitted Liens Schedule H Required Consents Schedule I Escrow Agent; Escrow Terms Schedule J GAAP Exceptions Regarding Closing Balance Sheet Schedule K Extra-Provincial Registrations of Corporations Schedule L Exceptions as to Validity of Agreement Schedule M Required Filings, etc. Schedule N Exceptions to Ordinary Course Schedule O Material Authorizations Schedule P Material Contracts Schedule Q (Part 1) Applicable Jurisdiction Requirements List of Insurance Policies Schedule 1.01(dQ (Part 2) Specified Insurance Claims (Past 5 Years) Schedule R MGA Inventory Policies, Practices and Procedures Schedule S Bank Account Debtors Information and Powers of Attorney Schedule 1.01(eT (Part 1) Excluded Collateral Subsidiaries Environmental Exceptions Schedule 1.01(fT (Part 2) Immaterial Subsidiaries List of Environmental Reports etc. Schedule 1.01(gU (Part 1) Specified Holders List of Employees Schedule 1.01(hU (Part 2) Participating Specified Foreign Currency Lenders Employee Exceptions Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of Credit Schedule 2.20 Canadian Lenders Schedule 2.21 Lenders to Swiss Borrower Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension V Litigation Matters Schedule 3.19 Insurance W MGA 20 Largest Customers and Suppliers Schedule 3.21 Acquisition Documents X Allocation of Purchase Price and Material Debt Instruments Split Among Vendors Schedule 3.24 Location Y List of Material Inventory Shareholdings of the Corporations Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 5.16 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.01(b) Cash Management EXHIBITS Exhibit A AA Form of Administrative Questionnaire Exhibit B Kingston Street Lease Schedule BB Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Non-Competition Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Schedule CC (Part 1) Form of Opinion of Company Counsel Exhibit O – Solicitors for Vendors and Corporation Schedule CC (Part 2) Form of Solvency Certificate Exhibit P Opinion – Solicitors for the Purchaser Schedule DD Form of Intercompany Note Exhibit Q Non-Disturbance Agreement Schedule EE Form of Receivables Release Schedule FF Form of Consulting Agreement MGA GROUP SHARE PURCHASE AGREEMENT Share Purchase Agreement Exhibit R Form dated the 9th day of Borrowing Base Certificate Exhibit S Form April, 2003 between XXXXXXX XXXXXXXX, of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This CREDIT AGREEMENT the Town of Port Xxxxx, in the Province of British Columbia (this “AgreementPetrovic”), dated as of July 6, 2007, is among NOVELIS MPCO HOLDINGS INC., a Canadian corporation formed under the Canada Business Corporations Act (the “Canadian BorrowerMPCo”), NOVELIS CORPORATIONXXXXXX XXXXXXXXXXXX, a Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers City of Burnaby, in the Province of British Columbia (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. BorrowersXxxxxxxxxxxx”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 (the “U.K. Borrower”), and NOVELIS AG, a stock corporation (AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), AV ALUMINUM GSHAH INC., a Canadian 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 Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing BankGSCo”), ABN AMRO BANK N.V.XXXXX XXXXXXXXXXX, acting through its Canadian branch, as Canadian issuing bank of the Town of Port Xxxxx in the Province of British Columbia (in such capacity, “Canadian Issuing BankJeknavorian”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent (in such capacity, “Syndication Agent”), BANK OF AMERICA, N.A., NATIONAL CITY BUSINESS CREDIT, INC. and CIT BUSINESS CREDIT CANADA JORJEK HOLDINGS INC., as documentation agents a Canadian corporation (“AJCo”) and XXXXXX XXXXX, of the City of Markham, in the Province of Ontario (“Wight”) (such capacityparties hereinafter collectively called, the “Documentation AgentsVendors”)) and XXXXXXX STRONG-TIE CANADA, ABN AMRO BANK N.V.LIMITED, acting through its a Canadian branch, as Canadian funding agent corporation (in such capacity, the “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and ABN AMRO INCORPORATED and UBS SECURITIES LLC, as joint lead arrangers and joint bookmanagers (in such capacities, “ArrangersPurchaser”).