EX-10.37
Published on June 29, 2009
Exhibit 10.37
NOVELIS NO. 1 LIMITED PARTNERSHIP
JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of May 14, 2007, is delivered pursuant to Section
7.10 (Additional Grantors) of the Pledge and Security Agreement, dated as of January 7,
2005, by Novelis Inc. (the Canadian Borrower), and the Subsidiaries of the Canadian
Borrower listed on the signature pages thereof in favour of the Citicorp North America,
Inc., as agent for the Secured Parties referred to therein (the Pledge and Security
Agreement). Capitalized terms used herein but not defined herein are used with the
meanings given them in the Pledge and Security Agreement.
By executing and delivering this Joinder Agreement, the undersigned, as provided
in Section 7.10 (Additional Grantors) of the Pledge and Security Agreement, hereby
becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the
same force and effect as if originally named as a Grantor therein and, without limiting
the generality of the foregoing, hereby grants to the Administrative Agent, as
collateral security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Secured Obligations
of the undersigned, hereby collaterally assigns, mortgages, pledges and hypothecates to
the Administrative Agent and grants to the Administrative Agent a Lien on and security
interest in, all of its right, title and interest in, to and under the Collateral of
the undersigned and expressly assumes all obligations and liabilities of a Grantor
thereunder.
The information set forth in Annex 1-A is hereby added to the information set
forth in Schedules 1 through 6 to the Pledge and Security Agreement. By acknowledging
and agreeing to this Joinder Agreement, the undersigned hereby agrees that this Joinder
Agreement may be attached to the Pledge and Security Agreement and that the Pledged
Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the
Collateral referred to in the Pledge and Security Agreement and shall secure all
Secured Obligations of the undersigned.
The undersigned hereby represents and warrants that each of the representations
and warranties contained in Article III (Representations and Warranties) of the Pledge
and Security Agreement applicable to it is true and correct on and as the date hereof
as if made on and as of such date.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and
delivered as of the date first above written.
NOVELIS NO. 1 LIMITED PARTNERSHIP, acting by its general partner 4260848 Canada Inc. |
||||
By | /s/ Orville Lunking | |||
Name: | Orville Lunking | |||
Title: | Attorney-in-Fact | |||
Novelis No. 1 Limited Partnership
Joinder Agreement Signature Page
Joinder Agreement Signature Page
ACKNOWLEDGED AND AGREED as of the date first above written: CITICORP NORTH AMERICA, INC., as Administrative Agent |
||||
By | /s/ Arnold Y. Wong | |||
Name: | Arnold Y. Wong | |||
Title: | Vice President | |||
Novelis No. 1 Limited Partnership
Joinder Agreement Signature Page
Joinder Agreement Signature Page
Annex 1-A
Supplements to Pledge and Security Agreement Schedules
(See attached).
Schedule 1
Jurisdiction of Organization; Principle Executive Office
Jurisdiction of Organization; Principle Executive Office
Location of chief | ||||||||||
Jurisdiction of | executive office | |||||||||
organization as of | as of date of | |||||||||
Former legal | date of agreement | agreement and | ||||||||
Grantors legal | names in the | and any other in | Organizational | any other in the | ||||||
name | past 5 years | the past 5 years | ID number | past 5 years | ||||||
Novelis No. 1
Limited
Partnership
|
None |
Jurisdiction of
organization as of
date of agreement:
Quebec Other jurisdiction(s) of organization in past 5 years: None |
33 |
Chief Executive
Office Location as
of date of
agreement: 2040 Fay Street Jonquiere, Quebec Other Chief Executive Office Locations in past 5 years: None |
Novelis No. 1 Limited Partnership
Supplemental Schedules
Supplemental Schedules
Schedule 2
Pledged Collateral
Pledged Collateral
List of Pledged Stock: |
% of issued and outstanding | |
equity of all classes of each issuer: | ||
None |
None | |
List of Pledged Debt Instruments: | ||
None |
None |
Novelis No. 1 Limited Partnership
Supplemental Schedules
Supplemental Schedules
Schedule 3
Filings
Filings
| US Patent and Trademark Office |
Novelis No. 1 Limited Partnership
Supplemental Schedules
Supplemental Schedules
Schedule 4
Location of Inventory and Equipment
Location of Inventory and Equipment
Location of inventory and/or equipment:
| 2040 Fay Street, Jonquiere, Quebec |
Inventory at third-party locations:
| None |
Locations of inventory and/or equipment for five preceding years:
| None |
Novelis No. 1 Limited Partnership
Supplemental Schedules
Supplemental Schedules
Schedule 5
Intellectual Property
Intellectual Property
Trademark Registrations
A. | REGISTERED TRADEMARKS |
Trademark | Registration | |||||
Name | Country Name | Serial Number | Number | |||
NOVELIS | Australia |
1080042 | 862070 | |||
NOVELIS | Belarus |
A0002432 | 862070 | |||
NOVELIS | Switzerland |
A0002432 | 862070 | |||
NOVELIS | Chile |
714240 | 754699 | |||
NOVELIS | China (Peoples
Republic) |
A0002432 | 862070 | |||
NOVELIS | Ecuador |
3067-06 | ||||
NOVELIS | Croatia |
A0002432 | 862070 | |||
NOVELIS | Iceland |
A0002432 | 862070 | |||
NOVELIS | Jordan |
84045 | 84045 | |||
NOVELIS | Japan |
A0002432 | 862070 | |||
NOVELIS | Cambodia |
23898/05 | 23124/06 | |||
NOVELIS | Korea, Republic of |
862070 | 862070 | |||
NOVELIS | Lebanon |
104380 | 104380 | |||
NOVELIS | Liechtenstein |
A0002432 | 862070 | |||
NOVELIS | Mexico |
756681 | 919009 | |||
NOVELIS | Norway |
A0002432 | 862070 | |||
NOVELIS | New Zealand |
734806 | 734806 | |||
NOVELIS | Panama |
147348 | 147348 | |||
NOVELIS | Peru |
255168 | 113730 | |||
NOVELIS | Paraguay |
28971/2005 | 288689 | |||
NOVELIS | Russian Federation |
A0002432 | 862070 | |||
NOVELIS | Taiwan |
94042520 | 1211172 | |||
NOVELIS | Ukraine |
A0002432 | 862070 | |||
NOVELIS | United States of
America |
78/651851 | 3,119,944 | |||
NOVELIS | Madrid Agreement |
A0002432 | 862070 | |||
NOVELIS | European
Community |
4032901 | 4032901 | |||
NOVELIS & DEVICE | Australia |
1080049 | 862083 | |||
NOVELIS & DEVICE | Belarus |
A0002433 | 862070 | |||
NOVELIS & DEVICE | Switzerland |
A0002433 | 862070 | |||
NOVELIS & DEVICE | Chile |
714241 | 754700 | |||
NOVELIS & DEVICE | China (Peoples
Republic) |
A0002433 | 862083 | |||
NOVELIS & DEVICE | Ecuador |
3066-06 | ||||
NOVELIS & DEVICE | Croatia |
A0002433 | 862070 |
Novelis No. 1 Limited Partnership
Supplemental Schedules
Supplemental Schedules
Trademark | Registration | |||||
Name | Country Name | Serial Number | Number | |||
NOVELIS & DEVICE | Iceland |
A0002433 | 862070 | |||
NOVELIS & DEVICE | Jordan |
84043 | 84043 | |||
NOVELIS & DEVICE | Japan |
A0002433 | 862070 | |||
NOVELIS & DEVICE | Cambodia |
23899/05 | 23125/06 | |||
NOVELIS & DEVICE | Korea, Republic of |
862083 | 862083 | |||
NOVELIS & DEVICE | Lebanon |
104381 | 104381 | |||
NOVELIS & DEVICE | Liechtenstein |
A0002433 | 862070 | |||
NOVELIS & DEVICE | Mexico |
756682 | 921297 | |||
NOVELIS & DEVICE | Norway |
A0002433 | 862083 | |||
NOVELIS & DEVICE | New Zealand |
734807 | 734807 | |||
NOVELIS & DEVICE | Panama |
147349 | 147349 | |||
NOVELIS & DEVICE | Peru |
255479 | 113731 | |||
NOVELIS & DEVICE | Paraguay |
28972/2005 | 288669 | |||
NOVELIS & DEVICE | Russian Federation |
A0002433 | 862070 | |||
NOVELIS & DEVICE | Taiwan |
94042521 | 1211173 | |||
NOVELIS & DEVICE | Ukraine |
A0002433 | 862070 | |||
NOVELIS & DEVICE | United States of
America |
78/671159 | 3,120,057 | |||
NOVELIS & DEVICE | Madrid Agreement |
A0002433 | 862070 | |||
NOVELIS & DEVICE | European
Community |
4133807 | 4133807 | |||
NOVELIS DEVICE (ONLY) | European
Community |
4133948 | 4133948 |
B. | TRADEMARK APPLICATIONS FOR REGISTRATION |
Trademark | Registration | |||||
Name | Country Name | Serial Number | Number | |||
NOVELIS | Malaysia |
|||||
NOVELIS | Thailand |
602606 | ||||
NOVELIS | South Africa |
2005/18209 | ||||
NOVELIS & DEVICE | Malaysia |
|||||
NOVELIS & DEVICE | Thailand |
602607 | ||||
NOVELIS & DEVICE | South Africa |
2005/18210 |
C. | TRADEMARK LICENSES |
1. Nonexclusive Trademark License Agreement between Novelis Inc. (as Licensor) and Novelis
Corporation, Novelis UK Ltd., Novelis Automotive UK Ltd., Novelis Europe Holdings Ltd., Novelis
Switzerland S.A., Novelis Technology S.A., Novelis Luxembourg S.A., Novelis Benelux NV, Novelis
Aluminium Holdings Company, Novelis Deutschland GmbH, Novelis Specialites France (S.A.), Novelis
PAE (S.A.S.), Novelis Foil France (S.A.S.) Novelis Lamines France (S.A.S.), Novelis Italia S.r.l.
and Novelis de Mexico S.A. de C.V. (as Licensees) for the trade name Novelis and certain other
brands, marks and logos, entered into on January 6, 2005 and subsequently assigned by Novelis Inc.
to Novelis No. 1 Limited Partnership on May 9, 2007.
Novelis No. 1 Limited Partnership
Supplemental Schedules
Supplemental Schedules
Schedule 6
Bank Accounts; Control Accounts
Bank Accounts; Control Accounts
List of deposit accounts:
| None |
List of security accounts:
| None |