ContractEmployment Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT among ALERIS INTERNATIONAL, INC., AURORA ACQUISITION MERGER SUB, INC. (to be merged with and into Aleris International, Inc.), EACH OTHER U.S. BORROWER PARTY HERETO, CORUS S.E.C./CORUS L.P., acting and represented...Credit Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 1, 2006 and amended and restated as of December 19, 2006, among AURORA ACQUISITION MERGER SUB, INC. (“Merger Sub”), a Delaware corporation to be merged with and into ALERIS INTERNATIONAL, INC., a Delaware corporation (“Aleris”), Aleris, each Domestic Subsidiary of Aleris set forth on the signature pages hereto (together with Merger Sub, Aleris and any entity that becomes a U.S. Borrower pursuant to Section 9.11, collectively, the “U.S. Borrowers” and each, a “U.S. Borrower”), CORUS S.E.C./CORUS L.P., a limited partnership existing under the laws of Québec, acting and represented by its general partner, Corus Aluminium Inc., a corporation organized under the laws of Québec (“Aleris Canada”, and together with any entity that becomes a Canadian Borrower pursuant to Section 9.11, collectively, the “Canadian Borrowers” and each, a “Canadian Borrower”), ALERIS SWITZERLAND GMBH, a company with limited liability organized under the laws
AMENDED AND RESTATED U.S. SECURITY AGREEMENT among ALERIS INTERNATIONAL, INC., CERTAIN SUBSIDIARIES OF ALERIS INTERNATIONAL, INC., and DEUTSCHE BANK AG NEW YORK BRANCH, as COLLATERAL AGENT Dated as of August 1, 2006Security Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
ANNEX A Schedule of Chief Executive Offices; Inventory and Equipment Locations in Alabama, Arizona, Florida and Mississippi
AMENDED AND RESTATED U.S. PLEDGE AGREEMENTPledge Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
AMENDED AND RESTATED U.S. PLEDGE AGREEMENT, dated as of August 1, 2006 and amended and restated as of December 19, 2006 (as the same may be amended, restated, modified and/or supplemented from time to time, this “Agreement”) among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
AMENDED AND RESTATED TERM LOAN AGREEMENT among ALERIS INTERNATIONAL, INC., AURORA ACQUISITION MERGER SUB, INC. (to be merged with and into Aleris International, Inc.), ALERIS DEUTSCHLAND HOLDING GMBH, VARIOUS LENDERS, DEUTSCHE BANK AG NEW YORK BRANCH,...Term Loan Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals
AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 1, 2006 and amended and restated as of December 19, 2006, among AURORA ACQUISITION MERGER SUB, INC., a Delaware corporation (“Merger Sub”) to be merged with and into ALERIS INTERNATIONAL, INC., a Delaware corporation (“Aleris”), Aleris, ALERIS DEUTSCHLAND HOLDING GMBH, a company with limited liability formed under the laws of Germany (the “German Borrower” and, together with the U.S. Borrower (as defined below), collectively, the “Borrowers” and each, a “Borrower”), the Lenders party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION, NATIONAL CITY BUSINESS CREDIT and KEY BANK NATIONAL ASSOCIATION, as co-documentation agents, GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENT Dated as of December 19, 2006 Among AURORA ACQUISITION MERGER SUB, INC. ALERIS INTERNATIONAL, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., GOLDMAN, SACHS & CO. KEYBANC CAPITAL...Registration Rights Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of December 13, 2006 (the “Purchase Agreement”), by and among Aurora (which will be merged with and into Aleris upon consummation of the Merger (as defined in the Purchase Agreement) of Aurora and Aleris with Aleris as survivor of the Merger) and Deutsche Bank Securities Inc., for itself and on behalf of the Initial Purchasers, which provides for, among other things, the sale by Aurora to the Initial Purchasers of $600,000,000 aggregate principal amount of Aurora’s 9%/9 3/4% Senior Notes due 2014 (the “Senior Notes”) and $400,000,000 aggregate principal amount of Aurora’s 10% Senior Subordinated Notes due 2016 (the “Senior Subordinated Notes,” and together with the Senior Notes, the “Notes”). The Senior Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Senior Notes Indenture”), among Aurora, the Company, the Guarantors and LaSalle Bank Na
AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTYSubsidiaries Guaranty • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTY, dated as of August 1, 2006 and amended and restated as of December 19, 2006 (as amended, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 22 hereof, collectively, the “Guarantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
FIRST AMENDMENT (this “Amendment”), dated as of March 16, 2007, among Aleris International, Inc., a Delaware corporation (the “U.S. Borrower”), Aleris Deutschland Holding GmbH, a company with limited liability formed under the laws of Germany (the “German Borrower” and together with the U.S. Borrower, the “Borrowers” and each a “Borrower”), the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”) and Deutsche Bank AG New York Branch, as Administrative Agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement.
AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTYAleris International, Inc. • April 2nd, 2007 • Secondary smelting & refining of nonferrous metals • New York
AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTY, dated as of August 1, 2006 and amended and restated as of December 19, 2006 (as amended, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 22 hereof, collectively, the “Guarantors”) in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
MANAGEMENT STOCKHOLDERS’ AGREEMENTManagement Stockholders’ Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 19, 2006, is by and among Aleris International, Inc. (“Aleris”), Aurora Acquisition Holdings, Inc. (the “Parent”, and together with Aleris, the “Company”), the Majority Stockholder (as defined below) and the individuals listed on Schedule A attached hereto (each, a “Management Stockholder”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 2nd, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Management Services Agreement (the “Agreement”) is entered into as of December 18, 2006, by and among Aurora Acquisition Merger Sub, Inc., a Delaware corporation (together with its subsidiaries, “MergerSub”), Aurora Acquisition Holdings, Inc., a Delaware corporation (“Aurora” or the “Company”, and together with MergerSub and their respective subsidiaries, the “Companies”) and TPG GenPar IV, L.P. and TPG GenPar V, L.P. (the “Managers”).
