0001445305-12-000641 Sample Contracts

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ABL CREDIT AGREEMENT dated as of February 29, 2012
Credit Agreement • March 12th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York

BANK OF AMERICA, N.A., CITIGROUP GLOBAL MARKETS INC., UBS SECURITIES LLC, BARCLAYS CAPITAL, CREDIT SUISSE SECURITIES (USA) LLC, and GOLDMAN SACHS BANK USA, as Joint Bookrunners

Contract
Guarantee and Collateral Agreement • March 12th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York

THIS AGREEMENT AND ANY LIEN CREATED HEREIN IS SUBJECT TO THE LIEN PRIORITY AND OTHER PROVISIONS SET FORTH IN THAT CERTAIN INTERCREDITOR AGREEMENT DATED AS OF FEBRUARY 29, 2012 AMONG BANK OF AMERICA, N.A., AS ABL AGENT FOR THE ABL SECURED PARTIES, BANK OF AMERICA, N.A., AS TERM AGENT FOR THE TERM SECURED PARTIES, NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINUM ACQUISITION CORPORATION AND THE OTHER SUBSIDIARIES OF NORANDA ALUMINUM ACQUISITION CORPORATION FROM TIME TO TIME PARTY THERETO, AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.

INTERCREDITOR AGREEMENTdated as of February 29, 2012amongBANK OF AMERICA, N.A., as ABL Agent,BANK OF AMERICA, N.A., as Term Agent,NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINUM ACQUISITION CORPORATION and THE SUBSIDIARIES OF NORANDA ALUMINUM...
Intercreditor Agreement • March 12th, 2012 • Noranda Aluminum Holding CORP • Primary production of aluminum • New York

INTERCREDITOR AGREEMENT dated as of February 29, 2012 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent for the ABL Credit Parties (such term and any other capitalized terms used without definition in this preamble or in the recitals below having the respective meanings set forth below) and as collateral agent for each of the other ABL Secured Parties (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Agent”), BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent for the Term Credit Parties and as collateral agent each of the other Term Secured Parties (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Agent”), NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (“Holdings”), NORANDA ALUMINUM ACQUISITION CORPORATION

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